Articles of Association - of Axel Springer SE
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
English translation for convenience purposes only. Only the German version is binding. Articles of Association of Axel Springer SE ----------------------------------------------------- Version in the form of the resolution of the Annual General Meeting on May 20, 2021
I. General Provisions
§1 Business name and registered office
1. The company has the business name Axel Springer SE.
2. It has its registered office in Berlin.
§2 Purpose of the company
1. The purpose of the company consists of activities in the fields of
a) journalism, communications, information and entertainment;
b) development and operation of digital platforms, in particular in
the areas of journalistic content and job and real estate classi-
fieds;
c) marketing of, acting as intermediary for, and trading in rights (in
particular image and text rights), contracts (in particular in the
field of staff recruitment), journalistic content, various goods (in
particular consumer goods and IT products), real estate and ap-
plications using media or digital platforms and the provision of
the respective related services; and
d) technology and digitisation in connection with the above.
2. The company may engage in all transactions that are related to the
purpose of the company or that are conducive to directly or indi-
rectly promoting such purpose.
3. The company may establish, acquire or participate in other compa-
nies, in particular companies whose purpose wholly or partly covers
the aforementioned areas. The company may consolidate compa-
nies in which it holds equity interests under unified management or
limit itself to managing its equities interests. The company may out-
source or entrust all or part of its operations to affiliated enter-
prises.
§3 Principles for management of the company
1. The company is committed to the following principles:
a) We stand up for freedom, the rule of law, democracy and a
united Europe.
1b) We support the Jewish people and the right of existence of the
State of Israel.
c) We demonstrate solidarity with the free values of the United
States of America.
d) We uphold the principles of a free market economy and its so-
cial responsibility.
e) We reject political and religious extremism and all forms of rac-
ism and sexual discrimination.
2. The corporate bodies of the company are bound to strictly observe
and comply with these principles.
§4 Announcements and information
1. The announcements of the company that, according to law or arti-
cles of association, must be made in the Company’s designated
publications, shall be made in the Federal Gazette (Bundesanzei-
ger). Other notifications that are required by law or articles of asso-
ciation may be made on the internet-homepage of the company,
by registered mail or – in case the shareholder has provided the
company with it for this purpose to the shareholder’s e-mail ad-
dress.
2. The company is entitled to transmit information to the shareholders
registered in the share register using data transfer with their ap-
proval.
II. Share capital and shares
§5 Share capital
1. The share capital of the company is € 107,895,311 (in words: one hun-
dred seven million eight hundred ninety five thousand three hun-
dred eleven Euro). The share capital of Axel Springer SE was in an
amount of € 98,940,000 contributed by way of transformation of
Axel Springer Aktiengesellschaft into a European company (SE).
2. The share capital is divided into 107,895,311 shares issued as regis-
tered shares.
3. The shares as well as the subscription rights to shares can only be
transferred with the consent of the company. The Executive Board
2issues the consent. The Supervisory Board resolves about issuing the
consent. The consent can be refused without stating any reasons.
4. The Executive Board is authorized to increase, subject to Supervi-
sory Board consent, the share capital once or several times by up to
a total EUR 10,500,000.00 (in words: ten million five hundred thousand
Euro) (authorized capital) until 17 April 2023 by issuing new registered
no-par value shares against contributions in cash and/or in kind (in-
cluding mixed contributions in kind). The shareholders shall gener-
ally be granted a subscription right on such occasions. However, the
Executive Board is authorized to exclude the shareholders’ subscrip-
tion right in the following cases and subject to Supervisory Board
consent:
• in order to eliminate fractions;
• if the capital increase is made against contributions in kind, in
particular in the event of acquisition of enterprises, business
units, interests in enterprises or of other assets, including
rights and claims, or in the context of mergers;
• if the capital increase is made against cash contributions and
the issue price of the new shares is not significantly below the
stock exchange price at the time of final definition of the issue
price, such definition having to be performed as closely as
possible to the time of placement of the new shares (simpli-
fied exclusion of subscription rights according to section 186
paragraph 3 sentence 4 German Stock Corporation Act in
conjunction with art. 5 SE Regulation). The shares issued sub-
ject to exclusion of the subscription right according to section
186 paragraph 3 sentence 4 German Stock Corporation Act in
conjunction with art. 5 SE Regulation must not exceed a total
10% of the share capital in place upon passing of the resolu-
tion by the Shareholders’ Meeting or – if this figure is lower –
upon passing of the resolution on first-time utilization of the
authorized capital. The upper limit of 10% of the share capital
shall be reduced by the pro rata amount of share capital ac-
counted for by the shares issued or sold during the term of
such authorization subject to exclusion of the subscription
right in direct or mutatis mutandis application of section 186
paragraph 3 sentence 4 German Stock Corporation Act.
3The Executive Board is authorized to define, subject to Supervi-
sory Board consent, the further content of the stock rights and
the conditions of the share issue. The dividend entitlement of the
new shares may be determined in derogation of section 60 Ger-
man Stock Corporation Act in conjunction with art. 9 paragraph 1
lit. c) ii) SE Regulation.
§6 Share certificates
1. The claim of the shareholder for certification of its shares is ex-
cluded.
2. The form and content of bonds and coupons will be established by
the Executive Board with the consent of the Supervisory Board.
III. The Honorary Chairman
§7 Honorary Chairman of the company
The Executive Board and the Supervisory Board can appoint a well-
known person who has rendered special services in the interests of
the company as its Honorary Chairman.
IV. The Executive Board
§8 Composition and management
1. The Executive Board of the company consists of at least two per-
sons.
2. The members of the Executive Board are appointed by the Supervi-
sory Board for a maximum period of five years. Reappointments are
permissible.
3. The Supervisory Board determines the number of members of the
Management Board and any vice-members of the Executive Board.
The Supervisory Board can appoint a chairman of the Executive
Board and a vice-chairman.
4. The Supervisory Board issues the rules of procedure for the Execu-
tive Board and determines the allocation of responsibilities within
the Executive Board.
5. Resolutions of the Executive Board are adopted with a simple ma-
jority of the votes unless the law requires otherwise. In the case of
4resolutions adopted with a simple majority, the vote of the chair-
man is determinative in the case of a tie vote.
6. The company is represented under law by two members of the
Management Board or by a member of the Executive Board acting
jointly with a holder of registered signing authority (Prokurist). Vice-
members of the Executive Board are equivalent to regular members
of the Executive Board with regard to their authority to represent
the company. The Supervisory Board is authorized to grant sole
power of representation to individual members of the Executive
Board.
V. The Supervisory Board
§9 Composition of the Supervisory Board and election of its members
1. The Supervisory Board consists of nine members. They are elected
for the period up to the end of the Shareholders’ Meeting which re-
solves about the ratification of actions for the fourth fiscal year af-
ter the beginning of the term of office. The fiscal year in which the
term of office begins is not taken into account in the calculation. In
any event, the term of office ends six years after it begins. Reelec-
tion is permissible.
2. The chairman of the Shareholders’ Meeting establishes the proce-
dure for electing the members of the Supervisory Board. Election of
lists or a general election of all members at the same time is permis-
sible. If substitute members are elected, they take the place of
members of the Supervisory Board representing the shareholders
who leave office early in the sequence in which the substitute mem-
bers have been elected unless provided otherwise at the time of
election.
3. If a member of the Supervisory Board is elected to take the place of
a departing member, the new member’s term of office continues for
the remainder of the term of office of the departing member. If a
substitute member takes the place of the departing member, the
substitute member’s term of office expires upon the end of the
Shareholders’ Meeting if a new election for the departing member
takes place at the next Shareholders’ Meeting or otherwise upon ex-
piration of the remaining term of office of the departing member.
54. Each member of the Supervisory Board can resign from office with
immediate effect by written declaration to the chairman of the Su-
pervisory Board or to the Executive Board.
§ 10 The chairman of the Supervisory Board
1. The Supervisory Board will elect a chairman and one or more vice-
chairmen from among its members. The vice-chairmen represent
the chairman of the Supervisory Board if he is hindered in perfor-
mance of his duties in the sequence in which the vice-chairmen
have been elected.
2. The term of office for the chairman of the Supervisory Board and
the vice-chairmen is the same as the term of office of the Supervi-
sory Board.
3. If the chairman or one of the vice-chairmen leaves prior to expira-
tion of the term of office, the Supervisory Board must conduct a new
election for the remaining term of office of the departing member
without undue delay.
4. Declarations of intent by the Supervisory Board and its committees
are made in the name of the Supervisory Board by the chairman or,
in the event that he is hindered, by one of the vice-chairmen.
§ 11 Meetings of the Supervisory Board
1. The Supervisory Board will be convened by its chairman or the vice-
chairman with a notice period of two weeks prior to the date of the
meeting in writing, by telefax or by means of electronic media.
When calculating the notice period, the date of dispatching the in-
vitation and the date of the meeting are not included in the calcu-
lation. In urgent situations, the invitation can take place with a
shorter notice period and can also be made orally or by telephone.
However, in such situations at least three days must lie between the
invitation and the date of the meeting. If less than three days lie be-
tween the invitation and the date of the meeting, all members of
the Supervisory Board must agree to call in the meeting.
A meeting must be called in accordance with the above notice peri-
ods if a member of the Supervisory Board or the Executive Board re-
quests this and states the purpose and the reasons. The request
must be addressed to the chairman of the Supervisory Board.
6The Supervisory Board can entrust the Executive Board with the
technical implementation of the invitation. § 110 para. 2 German
Stock Corporation Act (Aktiengesetz, “AktG”) in conjunction with Art.
9 para. 1 lit. c) ii) SE Regulation are not affected.
2. The Supervisory Board has a quorum if at least five members, in-
cluding the chairman and one of the vice-chairmen, participate in
adopting the resolution.
3. Meetings and adopting resolutions are permissible in writing, tele-
phonically, by telefax or by means of electronic media if the chair-
man of the Supervisory Board or, in the case of hindrance, the vice-
chairman determines this for the specific situation. A right of the
other members of the Supervisory Board to object to this does not
exist. The notice periods for convening a meeting set forth in para-
graph 1 apply accordingly as the deadline for casting votes.
4. Absent members of the Supervisory Board can have their written
vote submitted by another member of the Supervisory Board.
5. Upon order of the chairman, persons having information and ex-
perts can be invited to address individual items on the agenda in
the meetings of the Supervisory Board.
6. Minutes must be prepared for the meetings of the Supervisory
Board as well as for resolutions adopted outside of meetings and
must be signed by the chairman or, in the case of hindrance, by the
vice-chairman.
§ 12 Resolutions of the Supervisory Board
Unless provided otherwise by law or these Articles of Association,
resolutions of the Supervisory Board are adopted with a simple ma-
jority of the votes of the members participating in the adoption of
the resolution. In the case of a tie vote, the vote of the chairman is
decisive. The chairman determines the method of voting.
§ 13 Wording of the Articles of Association
The Supervisory Board is authorized to make amendments to the Ar-
ticles of Association which only relate to the wording.
7§ 14 Committees
1. The Supervisory Board can create committees from among its mem-
bers and determine the responsibilities and authority of the com-
mittees in the rules of procedure for the Supervisory Board.
2. The committees of the Supervisory Board can also be given author-
ity to make decisions within the limits set by law.
§ 15 Catalogue of matters requiring consent
The Supervisory Board determines matters which require its con-
sent.
§ 16 Compensation for the Members of the Supervisory Board
1. The Supervisory Board receives fixed compensation of Euro
3,000,000.00 for each fiscal year. The Supervisory Board resolves
about the distribution of the above-mentioned amount among its
members, taking into reasonable account the activities of its mem-
bers as the Chairman and the committees. If members of the Super-
visory Board leave the Supervisory Board during the course of a
fiscal year, they receive compensation proportionately according
to time related to the fiscal year, whereby only full months of activ-
ity are taken into account. If the function of a member of the Super-
visory Board having a higher compensation ends during the course
of a fiscal year, the above sentence applies accordingly with regard
to the portion of the compensation tied to the relevant function.
The above provisions apply accordingly for members joining the Su-
pervisory Board or the beginning of a function involving higher com-
pensation during the course of a fiscal year.
2. The compensation is payable at the end of the respective fiscal
year.
3. The company will reimburse to each member of the Supervisory
Board the expenses the member incurs including the value added
tax applicable to the members’ compensation and reimbursement
of expenses.
4. If the company concludes a financial liability insurance policy (so-
called D & O insurance) for the members of the Supervisory Board,
the company will pay the insurance premium.
8VI. The Shareholders’ Meeting
§ 17 Rights of the Shareholders’ Meeting
The Shareholders’ Meeting adopts resolutions in the instances ex-
pressly set forth in the law and these Articles of Association, namely,
about
a) use of the balance sheet profit;
b) ratification of the acts of the members of the Executive Board
and the Supervisory Board;
c) election to the Supervisory Board;
d) election of the auditor;
e) other items on the agenda, especially in the instances required
by law concerning the determination of the annual financial
statements.
§ 18 Location and convening the meeting
1. The regular Shareholders’ Meeting takes place within the first six
months after the end of the fiscal year at the company’s seat or in a
town in Germany with more than 100,000 inhabitants.
2. The Shareholders’ Meeting is convened by the Executive Board or by
the Supervisory Board.
3. The meeting is convened by publication in the Federal Gazette (Bun-
desanzeiger). If all shareholders are known to the company by
name, the shareholders’ meeting may also be convened in text form
via registered mail or via electronic media, in particular via e-mail;
the day of dispatch is to be deemed as the day of announcement.
Notification to those persons registered in the share register is suffi-
cient.
§ 19 Participation
1. Those shareholders who are listed in the share register of the com-
pany and who register in a timely manner are entitled to participate
in the Shareholders’ Meeting and exercise the voting rights.
2. The registration for participation in the Shareholders’ Meeting must
be received at the company at the address notified in the notice
9calling the meeting at least four days prior to the Shareholders’
Meeting in the form of text by mail, by telefax or electronically in a
manner designated in more detail in the notice calling the meeting.
The date of receipt of the notice is not included in the calculation.
3. The voting right can be exercised by a proxy. If the shareholder
grants proxy to more than one person, the company can reject one
or more of these persons. The details for issuing the proxy, cancel-
ling it and providing proof of proxy to the company will be an-
nounced in the notice convening the Shareholders’ Meeting.
4. The Executive Board is authorized to provide that shareholders can
cast their votes in writing or by means of electronic communication
even without participating in the Shareholders’ Meeting (absentee
voting). The Management Board is authorized to regulate the scope
and procedure for absentee voting in detail. These provisions must
be announced when the Shareholders’ Meeting is convened.
5. The Executive Board is authorized to provide that shareholders can
also participate in the Shareholders’ Meeting without being present
at its location and without a proxy and that they can completely or
partially exercise all or individual rights by means of electronic com-
munication (online participation). The Executive Board is also au-
thorized to make determinations about the scope and procedure
for participation and exercising rights under sentence 1. This will be
announced with the notice convening the Shareholders’ Meeting.
§ 20 Chairman of the Shareholders’ Meeting
1. The chairman of the Supervisory Board will chair the Shareholders’
Meeting, or in the case of the hindrance of the chairman, another
member of the Supervisory Board appointed by the chairman will
chair the meeting. If the chairman is hindered and has not ap-
pointed anyone as his representative, the Supervisory Board will
elect the chairman of the Shareholders’ Meeting who does not nec-
essarily have to be a member of the Supervisory Board.
2. The chairman of the meeting can determine a sequence for dealing
with the items which is different from the announced sequence. The
chairman determines the method and form of voting.
103. The chairman of the meeting determines the sequence of speakers.
Further- more, the chairman can impose reasonable restrictions in
terms of time on the rights of the shareholders to raise questions
and speak; the chairman can especially set the scheduling parame-
ters for the course of the meeting and for discussion about the indi-
vidual items on the agendas as well as the individual contributions
in terms of questions and comments at the beginning of the Share-
holders’ Meeting or during the course of the meeting. When deter-
mining the time available for individual questions and comments,
the chairman of the meeting can differentiate between the first re-
quest to speak and a repeated request to speak and in accordance
with other appropriate criteria.
§ 21 Adopting resolutions
1. Each share grants one vote in the Shareholders’ Meeting.
2. The resolutions in the Shareholders’ Meeting are adopted with a
simple majority of the votes cast unless mandatory provisions of
law require otherwise. Amendments to the Articles of Association re-
quire a majority of two thirds of the votes cast or, if at least one half
of the share capital is represented, the simple majority of the votes
cast unless mandatory provisions of law or the Articles of Associa-
tion require a larger majority.
3. An amendment of the principles on management of the company
established in § 3 of the Articles of Association requires a majority
consisting of at least four fifth of the votes cast.
§ 22 Transmission of images and sound
1. Members of the supervisory board may participate in the share-
holders’ meeting via image and sound transmission in case partici-
pation in person would require travel that would lead to
considerable time-, cost or other expenses.
2. Upon order of the chairman of the meeting, the Shareholders’ Meet-
ing can be transmitted as images and sound either in excerpts or
completely. The transmission can also be in such a manner that the
public has full access. The form of transmission must be announced
in the notice convening the meeting.
11VII. Annual financial statements and use of profit
§ 23 Fiscal year
The fiscal year is the calendar year.
§ 24 Use of the balance sheet profit
1. The Shareholders’ Meeting resolves about the use of the balance
sheet profit. The Shareholders’ Meeting is bound by the determined
annual financial statements when doing so.
2. If the Executive Board and the Supervisory Board determine the an-
nual financial statements, they can allocate part of the annual
profit, but no more than one half, to other profit reserves. The Share-
holders’ Meeting can allocate further amounts to other profit re-
serves or carry them forward as profit in the resolution about the
use of the balance sheet profit.
3. In case of a capital increase the participation in the profits of new
shares may differ from 3 60 AktG in connection with Art. 9 Abs. 1 lit. c)
ii) SE-VO.
§ 25 Expense for establishing the company
The expense for establishing the company with regard to the trans-
formation of Axel Springer Aktiengesellschaft into Axel Springer SE
will be borne by the company in an amount up to € 1,200,000.
12You can also read
