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Title: |
Articles of Association |
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Entities: |
James Hardie Industries NV; Hardie James Industries Nv |
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Date: |
2002 |
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#149117 |
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UNOFFICIAL ENGLISH TRANSLATION
OF THE ARTICLES OF ASSOCIATION
of
James Hardie Industries N.V.
with corporate seat in Amsterdam,
the Netherlands
dated October 15, 2002
DEFINITIONS.
ARTICLE 1.
Capitalised terms used in these articles of association shall have the following
meaning:
{TABLE}
{S} {C}
ARTICLES these articles of association;
ASX The Australian Stock Exchange Limited;
BUSINESS DAY(S) Monday to Friday inclusive, except New Year's Day,
Good Friday, Easter Monday, Christmas Day, Boxing
Day, and any other day that ASX declares is not a
business day;
CEO the member of the Managing Board who has been
appointed as chief executive officer pursuant to
article 15.1 of these Articles;
CHESS Clearing House Electronic Sub-Register System as such
term is defined in the SCH Business Rules;
{/TABLE}
{PAGE}
2
{TABLE}
{S} {C}
COMPANY James Hardie Industries N.V.;
CORPORATIONS ACT Australian Corporations Act 2001 (Cth) and the rules
and regulations issued pursuant thereto, as
re-enacted, amended or modified from time to time;
CUFS(S) any CHESS Unit(s) of Foreign Securities as defined in
the SCH Business Rules and the Corporations Act and
which are issued or made available in respect of
Share(s);
CUFS HOLDER(S) any record owner of CUFS(s) according to the terms
and conditions of the SCH Business Rules and the
Corporations Act;
GENERAL MEETING as the context may require, the corporate body
(orgaan) comprising Shareholders who are entitled to
vote and others persons who are entitled to vote, or
the meeting (bijeenkomst) of the Shareholders and
other persons who are entitled to attend such
meetings;
INFORMATION MEETING the information meeting to be held in advance of each
General Meeting pursuant to article 36 of these
Articles;
JOINT BOARD the board as composed or re-instituted in accordance
with article 27 of these Articles;
JOINT BOARD RULES the rules governing the internal organisation of the
Joint Board (gecombineerde raad reglement) as may be
adopted pursuant to article 27 of
{/TABLE}
{PAGE}
3
{TABLE}
{S} {C}
these Articles;
JOINT HOLDER(S) in respect of an asset, any person who jointly
together with one or more other participants
(deelgenoten) holds legal title to such asset;
LAW unless provided otherwise in these Articles, the law
of the Netherlands;
LISTING RULES the listing rules of the ASX as amended or modified
from time to time;
MANAGEMENT RULES the rules governing the internal organisation of the
Managing Board (directiereglement) as may be adopted
pursuant to article 15 of these Articles;
MANAGING BOARD the managing board as appointed and composed in
accordance with article 14 of these Articles;
PRESCRIBED RATE the base rate charged by the Company's principal
banker to corporate customers from time to time in
respect of overdraft loans in excess of one hundred
thousand United States dollars ($100,000) calculated
on a daily basis and a year of three hundred and
sixty-five (365) days;
SHARE(S) any share(s) comprised in the authorised share
capital of the Company pursuant to article 4.1. of
these Articles;
SHAREHOLDER(S) any person who by Law holds legal title (juridisch
gerechtigde) to the Shares;
SHAREHOLDER'S RIGHTS the right to vote on Shares, the
{/TABLE}
{PAGE}
4
{TABLE}
{S} {C}
right to receive dividends and other distributions on
Shares and the right to participate in any General
Meeting;
SCH the Securities Clearing House as defined in, and so
designated pursuant to, section 779B of the
Corporations Act;
SCH BUSINESS RULES the Australian law governed business rules of SCH
governing inter alia the CUFSs;
SUPERVISORY BOARD the supervisory board as appointed and composed in
accordance with article 22 of these Articles;
SUPERVISORY RULES the rules governing the internal organisation of the
Supervisory Board (commissarissen reglement) as may
be adopted pursuant to article 23 of these Articles;
USUFRUCT the right to use (gebruiken), and receive the
proceeds of (de vruchten genieten van), another
person's assets.
{/TABLE}
NAME. SEAT.
ARTICLE 2.
The name of the Company is: James Hardie Industries N.V.
Its corporate seat is in Amsterdam.
OBJECTS.
ARTICLE 3.
The objects of the Company are:
a. to participate in, to take an interest in any other way in and to
conduct the management of business enterprises of whatever nature;
{PAGE}
5
b. to raise funds by the issues of debt or equity or in any other way
and to finance third parties;
c. to provide guarantees, including guarantees for debts of third
parties,
and to perform all activities which are incidental to or which may be conducive
to, or connected with, any of the foregoing.
SHARE CAPITAL. ISSUANCE OF SHARES. PRE-EMPTIVE RIGHTS.
ARTICLE 4.
4.1. The authorised share capital of the Company amounts to one billion
two hundred eighty million euro (EUR 1,280,000,000). It is divided
into two billion (2,000,000,000) shares of sixty-four eurocents (EUR
0.64) each.
4.2. The Supervisory Board shall have the power to resolve upon the issue
of Shares and to determine the price and further terms and conditions
of such share issue, if and in so far as the Supervisory Board has
been designated by the General Meeting as the authorised corporate
body (orgaan) for this purpose. A designation as referred to above
shall only be valid for a specific period of not more than five years
and may from time to time be extended with a period of not more than
five years.
4.3. If a designation as referred to in article 4.2 of these Articles is
not in force, the General Meeting shall have power to resolve upon
the issue of Shares, but only upon the proposal of and for a price
and on such further terms and conditions to be determined by the
Supervisory Board.
4.4. In the event of an issue of Shares, the Shareholders shall have a
pre-emptive right in proportion to the number of Shares held by them.
Should a Shareholder not or not fully exercise his pre-emptive right,
the
{PAGE}
6
remaining Shareholders shall be similarly entitled to pre-emptive
rights in respect of the Shares that have not been claimed.
If the latter collectively do not or do not fully exercise their
pre-emptive rights, the Supervisory Board, and if a designation as
referred to in article 4.2 of these Articles is not in force, the
General Meeting, shall be due to decide to whom the Shares which have
not been claimed shall be issued and such issue may be made at a
higher price. There shall be no pre-emptive right to Shares issued
against a contribution other than in cash or issued to employees of
the Company or of a group company. The Company shall notify all
Shareholders of an issue of Shares in respect of which pre-emption
rights exist and of the period of time within which such rights may
be exercised with due observance of article 10.2 of these Articles.
The Supervisory Board shall have the power to limit or exclude any
pre-emptive rights to which Shareholders shall be entitled, but only
if and in so far as it has been granted such authority by the General
Meeting, and provided further that the Supervisory Board can only
exercise such authority if at that time it also has authority to
resolve upon the issue of Shares. The provisions in the second
sentence of article 4.2 of these Articles shall equally apply.
4.5. If a designation as referred to in article 4.2 of these Articles is
not in force, the General Meeting shall have power to limit or
exclude any pre-emptive rights to which Shareholders shall be
entitled, but only upon the proposal of the Supervisory Board.
4.6. This article 4 shall equally apply to the granting of
{PAGE}
7
rights to subscribe for Shares (such as stock options), but shall not
apply to the issue of Shares to a person who exercises a previously
acquired right to subscribe for Shares, in which case no pre-emptive
right exists (and no further action pursuant to articles 4.2 and 4.3
of these Articles shall be required).
ISSUANCE PRICE. PAYMENT ON SHARES. CALLS ON SHARES.
ARTICLE 5.
5.1. Without prejudice to what has been provided in section 2:80,
subsection 2 Dutch Civil Code, Shares shall at no time be issued
below par. Upon subscription of a Share, the amount to be paid
thereon shall be equal to the nominal value of such Share and - if
such Share is subscribed for a higher amount - the difference between
such amounts. It may be stipulated that a part of the nominal value,
not exceeding three-fourths (3/4) thereof, shall be due for payment
after the Company has so called for it to be paid.
5.2. Calls on Shareholders in respect of any part of the nominal value
unpaid on the Shares pursuant to article 5.1. shall be made with due
observance of the following:
a. the Joint Board may cause the Company to call at any time on
Shareholders in respect of any part of the nominal value
unpaid on the Shares which is not by the terms of issue of
those Shares made payable at fixed times;
b. each Shareholder shall, on receiving at least fourteen (14)
days' notice specifying the time and place of payment, pay to
the Company at the time and place so specified the amount
called on the Shareholder's Shares;
{PAGE}
8
c. the Joint Board may revoke or postpone a call;
d. a call may be required to be paid by instalments;
e. a call is made at such time or times specified in the
resolution of the Joint Board authorising the call.
5.3. If and so long as the Shares are quoted on the ASX, calls shall be
made, and notice of those calls given, in accordance with the Listing
Rules.
5.4. Joint Holders of a Share are jointly and severally liable to pay any
call in respect of the Share.
5.5. If a sum called or otherwise payable to the Company in respect of a
Share is not paid before or on the date fixed for payment, the
Shareholder from whom such sum is due shall pay:
a. interest on the sum from the day fixed for payment of the sum
to the time of actual payment at a rate determined by the
Joint Board but not exceeding the sum of the Prescribed Rate
plus five per cent (5%); and
b. any costs and expenses incurred by the Company by reason of
non-payment or late payment of the sum.
5.6. The Joint Board may waive payment of some or all of the interest or
costs and expenses as referred to in article 5.5 under b, wholly or
in part.
5.7. Any sum that, under the terms of issue of a Share, becomes payable at
a fixed date shall, for the purposes of these Articles, be taken to
be duly called and payable on the date on which under the terms of
issue the sum becomes payable.
5.8. The Joint Board may accept from a Shareholder the whole or a part of
the amount unpaid on a Share even if that amount has not been called.
The Joint Board may authorise payment by the Company of interest on
the whole or any part of an amount accepted under
{PAGE}
9
this article 5.8 until the amount becomes payable, at a rate, not
exceeding the Prescribed Rate, which is agreed between the Joint
Board and the Shareholder paying the sum. At the time the amount
accepted under this article 5.8 becomes payable pursuant to a call by
the Company, the Company shall treat and accept the amount so paid in
advance by the Shareholder as a payment on Shares and shall off set
(verrekenen) the amount payable by the Company to the Shareholder
pursuant to the first sentence of this Article 5.8. against the
amount payable by the Shareholder to the Company pursuant to the
call. The Joint Board may at any time repay the whole or any part of
any amount paid in advance on serving the Shareholder with one (1)
month's notice of its intention to do so.
5.9. Payments on Shares must be made in cash to the extent that no other
contribution has been agreed upon. If the Company so agrees, payment
in cash can be made in a currency other than in Euro.
5.10. A Shareholder shall not be entitled to vote at a General Meeting
unless all calls and other sums presently payable by the Shareholder
in respect of any of his Shares have been paid.
ACQUISITION BY THE COMPANY OF SHARES. CANCELLATION OF SHARES AND CAPITAL
REDUCTION.
ARTICLE 6.
6.1. The Company may acquire Shares for valuable consideration if and in
so far as:
a. its shareholders equity (eigen vermogen) less the purchase
price to be paid by the Company for such Shares is not less
than the aggregate amount of the paid up and called up share
capital and the reserves which must be maintained by Law;
b. the aggregate par value of the Shares which the
{PAGE}
10
Company acquires, already holds or on which it holds a right
of pledge, or which are held by a subsidiary of the Company,
amounts to no more than one-tenth of the aggregate par value
of the issued share capital; and
c. the General Meeting has authorised the Managing Board to
acquire such shares, which authorisation shall be valid for no
more than eighteen months on each occasion,
subject to any further applicable statutory provisions and the
provisions of these Articles and the Listing Rules.
6.2. Shares thus acquired may again be disposed of by the Company.
Notwithstanding what has been provided in article 6.1, the Managing
Board shall not cause the Company to acquire Shares or dispose of
such Shares other than at the proposal of the Joint Board. If
depositary receipts for Shares have been issued, such depositary
receipts shall for the application of the provisions of articles 6.1
and 6.2 be treated as Shares. In addition, CUFSs shall for the
application of the provisions of articles 6.1 and 6.2 be treated as
Shares.
6.3. In the General Meeting no votes may be cast in respect of any Share
held by the Company or by a subsidiary of the Company. No votes may
be cast in respect of any Share if (i) the depositary receipt for
such Share, or (ii) the CUFS issued in respect thereof is held by the
Company or by a subsidiary of the Company. However, the holders of a
right of Usufruct and the holders of a right of pledge (pandrecht) on
Shares held by the Company or by a subsidiary of the Company, are
nonetheless not excluded from the right to vote such Shares, if the
{PAGE}
11
right of Usufruct or the right of pledge was granted prior to the
time such Shares were acquired by the Company or by a subsidiary of
the Company. Neither the Company nor a subsidiary of the Company may
cast votes in respect of a Share on which it holds a right of
Usufruct or a right of pledge.
Shares in respect of which voting rights may not be exercised by Law
or pursuant to these Articles shall not be considered outstanding or
otherwise taken into account when determining to what extent the
Shareholders have cast their votes, to what extent Shareholders are
present or represented at the General Meeting or to what extent the
share capital is provided or represented.
6.4. Upon the proposal of the Joint Board the General Meeting shall have
power to decide to cancel Shares acquired by the Company or
depositary receipts of which were acquired by the Company or to
reduce the share capital in another manner, subject however to
applicable statutory provisions.
6.5. A partial repayment or release must be made pro rata to all Shares.
The pro rata requirements may be waived by agreement of all
Shareholders.
SHARES. SHARE CERTIFICATES.
ARTICLE 7.
7.1. Shares shall be issued in registered form only.
7.2. Shares shall be available in the form of an entry in the share
register with or without the issue of a share certificate, which
share certificate shall consist of a main part (mantel) only. Share
certificates will, at the discretion of the Joint Board, be issued
upon the request of a Shareholder.
7.3. Share certificates shall be available in such denominations as the
Joint Board shall determine.
{PAGE}
12
7.4. All share certificates shall be signed on behalf of the Company by
one or more members of the Managing Board with due observance of
article 18.1 of these Articles; the signature may be effected by
printed facsimile. In addition, all share certificates may be signed
on behalf of the Company by one or more persons designated by the
Managing Board for that purpose.
7.5. All share certificates shall be identified by numbers and/or letters.
7.6. The Joint Board can determine that for the purpose to permit or
facilitate trading of Shares at a foreign stock exchange, share
certificates shall be issued in such form as the Joint Board may
determine, in order to comply with the Listing Rules.
7.7. The expression "share certificate" as used in these Articles shall
include a share certificate in respect of more than one share.
MISSING OR DAMAGED SHARE CERTIFICATES.
ARTICLE 8.
8.1. Upon written request by or on behalf of a Shareholder, and further
subject to such conditions as the Joint Board may deem appropriate,
missing or damaged share certificates may be replaced by new share
certificates bearing the same numbers and/or letters, provided the
Shareholder who has made such request, or the person making such
request on his behalf, provides satisfactory evidence of his title
and, in so far as applicable, the loss of the share certificates to
the Joint Board.
8.2. If, as and when the Joint Board deems such appropriate, the
replacement of missing share certificates may be made subject to the
publication of the request also stating the numbers and/or
{PAGE}
13
letters of the missing share certificates, in at least three daily
published newspapers to be designated by the Joint Board.
8.3. The issue of a new share certificate shall render the share
certificates that it replaces invalid.
8.4. The issue of new certificates may in appropriate cases, at the
discretion of the Joint Board, be published in newspapers to be
indicated by the Joint Board.
SHARE REGISTER. OTHER REGISTERS.
ARTICLE 9.
9.1. With due observance of the applicable statutory provisions in respect
of registered shares, a share register shall be kept by or on behalf
of the Company, which register shall be regularly updated and, at the
discretion of the Joint Board, may, in whole or in part, be kept in
more than one copy and at more than one address.
Part of the register may be kept abroad in order to comply with
applicable foreign statutory provisions or the Listing Rules.
9.2. Each Shareholder's name, his address and such further information as
required by Law and such further information as the Joint Board deems
appropriate, whether at the request of a Shareholder or not, shall be
recorded in the share register.
9.3. The form and the contents of the share register shall be determined
by the Joint Board with due observance of the provisions of articles
9.1 and 9.2 of these Articles.
9.4. Upon his request a Shareholder shall be provided with written
evidence of the contents of the share register with regard to the
Shares registered in his name free of charge, and the statement so
issued may
{PAGE}
14
be validly signed on behalf of the Company by a person to be
designated for that purpose by the Managing Board.
9.5. The provisions of articles 9.2 through 9.4 inclusive of these
Articles shall equally apply to persons who hold a right of Usufruct
or a right of pledge on one or more shares.
9.6. The Joint Board shall have power and authority to permit inspection
of the share register and to provide information recorded therein as
well as any other information regarding the direct or indirect
shareholding of a Shareholder of which the Company has been notified
by that Shareholder to the authorities entrusted with the supervision
and/or implementation of the trading of CUFSs on the ASX.
9.7. The Company shall establish and maintain any such registers as
required to be established and maintained by it under the
Corporations Act, the Listing Rules or the SCH Business Rules,
including but not limited to a register of debenture holders and of
option holders.
9.8. The Joint Board shall have power and authority to permit auditing of
the Company's registers at such intervals, and by such persons in
such manner, as required by the Listing Rules and the SCH Business
Rules.
NOTICES.
ARTICLE 10.
10.1. Notices of meetings and notifications which by Law or pursuant to
these Articles must be made to Shareholders shall be given by way of
an announcement in a nationally distributed newspaper in the
Netherlands and by at least one of the following means, determined at
the discretion of the Joint
{PAGE}
15
Board:
a. serving it on the Shareholder personally; or
b. sending it by post to the Shareholder's address as shown in
the share register or other registers as mentioned in article
9 of these Articles or the address supplied by the Shareholder
to the Company for the giving of notices; or
c. transmitting it to the fax number supplied by the Shareholder
to the Company for the giving of notices; or
d. transmitting it electronically to the electronic mail address
given by the Shareholder to the Company for the giving of
notices; or
e. serving it in any manner contemplated in this article 10.1 on
a Shareholder's attorney as specified by the Shareholder in a
notice given pursuant to article 10.4.
10.2. Without prejudice to the provisions of article 10.1, the Company
shall notify all Shareholders of an issue of Shares in respect of
which pre-emption rights exist and of the period of time within which
such rights may be exercised by way of an advertisement in the
National Gazette (Staatscourant) and in a nationally distributed
newspaper in the Netherlands, unless the notification to all
Shareholders takes place in writing to the address as supplied by the
Shareholder to the Company for the giving of notices as referred to
in article 10.1. under b.
10.3. Any Shareholder who failed to leave his address or update the Company
on any change of address is not entitled to receive any notice but
the Company may elect to serve such notices to any fax number or an
electronic mail address notified by the Shareholder to the Company.
{PAGE}
16
10.4. A Shareholder may, by written notice to the Company left at or sent
to the registered office, request that all notices to be given by the
Company be served on the Shareholder's attorney at an address
specified in the notice and the Company may do so in its discretion.
10.5. Notices to a Shareholder whose address for notices is outside the
country from where the notice is sent, shall be sent by airmail, air
courier, fax or electronic mail.
10.6. Where a notice is sent by post, airmail or air courier, service of
the notice shall, to the fullest extent permitted by Law, be taken to
be effected by properly addressing and posting or delivering to the
air courier a letter containing the notice and to have been effected
on the day after the date of its posting or delivery to the air
courier.
10.7. In proving service of any notice it will be sufficient to prove that
the letter containing the notice was properly addressed and put into
the post office or other public postal receptacle or delivered to the
air courier.
10.8. Where a notice is sent by fax or electronic transmission, service of
the notice shall, to the fullest extent permitted by Law, be taken to
be effected by properly addressing and sending or transmitting the
notice and to have been effected on the day it is sent.
10.9. A notice may be given by the Company to a person entitled to a Share
in consequence of the death or bankruptcy of a Shareholder:
a. by serving it on the person personally;
b. by sending it by post addressed to the person by name or by
the title of representative of the
{PAGE}
17
deceased or assignee of the bankrupt or by any like
description at the address (if any) supplied for the purpose
by the person;
c. if such an address has not been supplied, at the address to
which the notice might have been sent if the death or
bankruptcy had not occurred;
d. by transmitting it to the fax number supplied by the person to
the Company; or
e. if such a fax number has not been supplied, by transmitting it
to the fax number to which the notice might have been sent if
the death or bankruptcy had not occurred; or
f. by transmitting it to the electronic mail address supplied by
the person to the Company.
10.10. Unless provided otherwise in these Articles where a period of notice
is required to be given, the day on which the notice is deemed to be
served will, but the day of doing the act or other thing will not be
included in the number of days or other period.
10.11. Notifications which by Law or under these Articles are to be
addressed to the General Meeting may take place by including the same
in the notice of the General Meeting or in a document which has been
made available for inspection at the offices of the Company, provided
this is mentioned in the notice of the meeting.
10.12. Notices of meetings and notifications which by Law or pursuant to
these Articles must be made to Shareholders shall also be given to
CUFS Holder(s) provided the Shares are quoted on the ASX, any other
persons entitled by Law to attend a General Meeting and to any other
person to whom the Company is required to give notice under the
Listing Rules, and any reference to Shareholder(s) in this article 10
{PAGE}
18
must be read as a reference to CUFS Holder(s), any such person(s)
entitled by Law to attend a General Meeting and to any such other
person to whom the Company is required to give notice under the
Listing Rules, with such notices and notifications to be written in
the English language and any other language determined by the
Company.
10.13. Any notice as referred to in article 10.1 through article 10.12
inclusive, will be sent with due observance of the Listing Rules.
10.14. Notifications of Shareholders and other notifications to be addressed
to the Managing Board, the Supervisory Board or the Joint Board shall
be sent by letter to the office of the Company or to the addresses of
all members of the Managing Board, the Joint Board or the Supervisory
Board.
TRANSFER OF REGISTERED SHARES.
ARTICLE 11.
11.1. The transfer of title to the Shares or the transfer of title to or a
termination of a right of Usufruct on Shares or the creation or
release of a right of Usufruct or of a right of pledge on Shares
shall be effected by way of a written instrument and in accordance
with the (further) provisions set forth in section 2:86, or, as the
case may be, section 2:86c Dutch Civil Code. In addition, upon the
transfer of a Share in respect of which a share certificate has been
issued, such share certificate must be delivered to the Company. The
Company can acknowledge the transfer of a Share in respect of which a
share certificate has been issued by endorsement on the share
certificate or by issuance of a new share certificate to the
transferee, at the discretion of the Managing Board.
{PAGE}
19
11.2. If the transfer concerns Shares that have not been fully paid-up the
acknowledgement by the Company can only be made if the written
instrument bears a fixed date (authentieke of geregistreerde
onderhandse akte). After the transfer or allocation (toedeling) of
partially paid up Shares, each of the previous Shareholders shall
remain jointly and severally liable vis-a-vis the Company for the
amount to be paid on the Shares transferred or allocated. The
Managing Board together with the Supervisory Board could discharge
any previous Shareholder from further joint and several liability by
means of the execution of an authentic or registered private deed
bearing a fixed date (authentieke of geregistreerde onderhandse
akte); in such case the joint and several liability of the previous
Shareholder will remain to exist for payments called for within one
year after the date on which said authentic or registered deed is
executed.
11.3. The provisions of article 11.1 shall equally apply to (i) the
allotment of Shares in the event of a partition of any joint holding,
(ii) the transfer of Shares as a consequence of foreclosure of a
right of pledge and (iii) the creation or transfer of limited rights
in rem on Shares.
11.4. Any requests made pursuant to and in accordance with articles 8, 9
and 11 may be sent to the Company at such address(es) as to be
determined by the Managing Board, at all times including an address
in the municipality or city where the ASX has its principal place of
business.
FEES AND EXPENSES.
ARTICLE 12.
Without prejudice to article 9.4, the Company is authorised to charge such
amounts as may be determined by the Managing
{PAGE}
20
Board provided they do not exceed cost price, to persons who have made a request
pursuant to and in accordance with articles 8, 9 and 11.
JOINT HOLDING.
ARTICLE 13.
If Shares, CUFSs or depositary receipts for Shares issued with the co-operation
of the Company are included in a joint holding, the Joint Holders may only be
represented vis-a-vis the Company by a person who has been designated by them in
writing for that purpose. The Joint Holders may also designate more than one
person. If the joint holding comprises Shares, the Joint Holders may determine
at the time of the designation of the representative or thereafter - but only
unanimously - that, if a Joint Holder so wishes, a number of votes corresponding
to his interest in the joint holding will be cast in accordance with his
instructions.
MANAGING BOARD. NUMBER OF MEMBERS OF THE MANAGING BOARD.
APPOINTMENT.
ARTICLE 14.
14.1. The Company shall be managed by the Managing Board comprising of at
least two (2) more members under the supervision of the Supervisory
Board. The number of members of the Managing Board shall be
determined by the Supervisory Board.
14.2. Other than the CEO, no member of the Managing Board shall hold office
for a continuous period in excess of three (3) years or past the end
of the third annual General Meeting following such member's
appointment, whichever is the longer, without submitting for
re-election. If no members of the Managing Board would otherwise be
required to submit for re-election but the Listing Rules require that
a member of the Managing Board is appointed, the member
{PAGE}
21
to retire at the end of the annual General Meeting will be the
member, other than the CEO, who has been longest in office since
their last appointment, but, as between persons, other than the CEO,
who became a member of the Managing Board on the same day, the one to
retire shall (unless they otherwise agree among themselves) be
determined by lot.
A member of the Managing Board retiring pursuant to this article 14.2
shall be eligible for re-election and shall hold office as a member
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