1. Name of the Company

Size: px
Start display at page:

Download "1. Name of the Company"

Transcription

1 ARTICLES OF ASSOCIATION Unofficial English translation CONSOLIDATED WITH AMENDMENTS 1. Name of the Company 1.1 Name of the Company: MFB Magyar Fejlesztési Bank Zártkörűen Működő Részvénytársaság 1.2 Name of the Company in foreign languages: In English: MFB Hungarian Development Bank Private Limited Company In German: MFB Ungarische Entwicklungsbank Geschlossene Aktiengesellschaft In Russian: MFB Vengerszkij Bank Razvitija Zakritoje Akcionyernoje Obshchestvo In French: MFB Banque Hongroise de Développement Société Anonyme Fermée 1.3 Abbreviated name of the Company: MFB Zrt. 2. Registered Seat and Branch Office of the Company: Registered seat of the Company: 1051 Budapest, V., Nádor u. 31. Branch of the Company: 1074 Budapest, Dohány utca Duration and General Legal Status of the Company The Company was established for an indefinite duration. The Company is a specialised credit institution, operating as the general legal successor of Magyar Befektetési és Fejlesztési Bank Rt. (Hungarian Bank for Investment and Development Ltd.). The Company is a public company. For the purposes of the provisions of Act CXXII of 2009 on the Provident Operation of Public Undertakings, the Company shall classify as a business association of major importance to the national economy. 4. Object and Scope of Activities of the Company 4.1 The object of the Company is to secure and participate in securing within its own scope of activities defined in Article 3 of Act XX of 2001 on the Hungarian Development Bank Ltd (hereinafter referred to as MFB Act ) and in adherence to the requirements of transparency, expediency, profitability, efficiency and prudency the development funds necessary to achieve the economic development objectives determined by the medium and long term economic strategy of the Government.

2 4.2 According to the classification contained in Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities abbreviated as NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific statistical domains (TEÁOR 08) the Company pursues the following activities: other monetary intermediation - main activity financial leasing other financial intermediation not classified elsewhere. 4.3 The Company may only carry out business activities which are directly related to its tasks listed in the MFB Act. In this context, the Company may provide the following financial services: a) collection of deposits and other repayable funds exclusively from legal entities, b) providing credits and money loans; c) financial leasing; d) directly linked to its tasks included in Articles 2 b) and c) of the MFB Act: 1. providing payment services with the exception of keeping current accounts exclusively for legal entities, sole proprietors and private entrepreneurs; e) granting suretyship, guarantees and other banker s commitments; f) providing credit references; g) custody service, safe deposit service; h) mediation of financial services. 5. Share Capital and Shares of the Company 5.1 The Company is a single-member private company limited by shares, wholly owned by the State. The State as the sole owner is represented in the Company by the Minister responsible for the coordination of government activities (hereinafter referred to as the party exercising ownership rights ). The party exercising ownership rights shall enforce the rights of the owner, and without prejudice to the powers of public monitoring bodies defined by law monitor the expedience, profitability and proficiency of the Company s economic management. 5.2 The share capital amounts to HUF 114,500,000,000 i.e. one hundred and fourteen billion five hundred million forints, divided into 114,500 i.e. one hundred and fourteen thousand five hundred pieces of printed form 2

3 registered ordinary shares with a nominal value of HUF 1,000,000 i.e. one million forints each. The Company s shares may not be transferred to third parties. 5.3 All shares represent identical rights. 5.4 The Company s Board of Directors shall keep a share register of the registered shares pursuant to Act CCXXXVII of 2013 on Credit Institutions and Financial Undertakings (hereinafter referred to as Credit Institutions Act ) and Act V of 2013 on the Civil Code (hereinafter referred to as Civil Code ). The party exercising the ownership rights may inspect the share register and may request from the Board of Directors a copy of that part of the share register which concerns his/her person. Third parties may inspect the share register. 6. Increasing and Decreasing the Share Capital, Shares of Consolidated Denomination 6.1 If the share capital of the Company is increased from the assets exceeding the share capital, the new shares shall be acquired by the State without compensation. 6.2 Pursuant to the resolution of the party exercising ownership rights, the share capital may be decreased by (i) decreasing the number of the shares, or (ii) decreasing the nominal value of the shares, or (iii) the combination of two methods detailed in (i) and (ii) above. 6.3 Only after the registration of the decrease of the share capital into the company register may any payment from the share capital be made to the party exercising ownership rights. 6.4 The Board of Directors is entitled to issue and to divide shares of consolidated denomination. 7. Corporate Bodies The governing, decision-making and supervisory bodies of the Company are the following: the party exercising ownership rights, the Board of Directors and the Supervisory Board. 8. The Party Exercising Ownership Rights 8.1 Concerning the matters falling within the competence of a general meeting, the party exercising ownership rights shall make its resolutions in writing in accordance with the rules and regulations applicable to the Company. The resolution becomes effective when communicated to the senior officers. 3

4 8.2 The matters falling within the competence of the party exercising ownership rights: a) establishing and amending the Articles of Association; b) deciding on the alteration of the legal form of operation of the Company; c) deciding on the transformation of the Company, and its termination without legal succession; d) appointing and removing the members of the Board of Directors, the members of the Supervisory Board and the Chairman of the Supervisory Board, or relieving the same from their duties, determining their remuneration; furthermore, appointing the auditor of the Company for a definite term, determining their remuneration or terminating the appointment of the auditor; e) approving the accounts defined by the Act on Accounting, including the approval of the consolidated annual accounts prepared in accordance with the International Financial Reporting Standards (IFRS); f) approving the asset management plan of the assets entrusted to the Company; g) approving the reports related to the public assets entrusted to the Company, as defined in a separate Government Decree; h) deciding on the transformation of the printed form shares into dematerialised shares, and the transformation of dematerialised shares into printed form shares; i) deciding on every issue referred to the competence of the party exercising ownership rights by law or the Articles of Association; j) appointing and terminating the appointment of the CEO, exercising employer s rights over the CEO, determining the performance requirements regarding the CEO and the related bonus or other type of remuneration; k) deciding on the enforcement of compensation claims referred to in Article 3:109 (3) of the Civil Code and on the granting of relief from liability referred to in Articles 3:117 (1) and (2) of the Civil Code; l) approving the strategy and the medium-term and annual business plans of the Company; m) deciding on the acquisition of funding in excess of HUF 35 billion or the equivalent thereof in foreign currency, excluding treasury transactions with a maturity of up to one year; n) deciding on the foundation and termination of an economic organisation, on the acquisition and transfer of shares in an economic organisation, as well as on other investments exceeding 10% of the shareholders equity of the Company, as described in Articles 4(5)(a) and 4(5)(b) of the MFB Act; o) deciding on the write-off of losses exceeding HUF 1 billion and not associated with exposures; p) in case of customers not qualifying as financial institutions or insurance companies, deciding on all transactions where the combined value of the claims that arise or may arise from the exposure incurred in respect of a 4

5 single customer or customer group, together with the other exposures incurred in respect of the same customer, exceeds HUF 35 billion, with the exception of the exposures referred to in Article 400 (1) of Regulation 575/2013/EU 1, as well as investments; q) deciding on exposures incurred under the limit (not including facility limits and treasury limits) of customers qualifying as financial institutions and insurance companies, where the combined value of the claims that arise or may arise from the exposure incurred or to be incurred in respect of a single customer or customer group, together with the other exposures incurred in respect of the same customer exceeds HUF 35 billion exceeds the approved limit (counterparty limit) with the exception of the exposures referred to in Article 400 (1) of Regulation 575/2013/EU 1, as well as investments; r) preparing the internal regulation on the remuneration of the Company s senior officers, members of the Supervisory Board and employees in senior positions, and the method, principles and scheme of the remuneration payable in case of the termination of their employment, which regulation shall be deposited together with the Company s corporate documents within 30 days from its approval; s) approving the rules of procedure of the Supervisory Board; t) approving a credit, (shareholder s) loan, capital increase, subsidy, and the rescheduling of a credit or loan granted by the Company on behalf of the State for economic organisations in respect of which the Company exercises ownership rights, unless the credit or loan is provided by the Company in its own name, or the Company decides to reschedule a credit or loan it had granted in its own name. 9. Board of Directors 9.1 The Board of Directors acts as the management body of the Company. The members of the Board of Directors qualify as the senior officers of the Company. The Board of Directors consists of 5 to 9 members. The members of the Board of Directors shall be appointed (for a period of five years) and recalled by the party exercising ownership rights. The Board of Directors is chaired by the Chairman. The Board of Directors elects its own Chairman from among its members. The Board of Directors shall establish its own rules of procedure. The party exercising ownership rights may remove the Chairman and the members of the Board of Directors from their office without giving reasons therefor. 1 Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/

6 There shall be at least two members on the Board of Directors who are employed by the Company (hereinafter referred to as internal members ). Concurrently with the termination of the employment of an internal member, his/her membership on the Board of Directors terminates. Neither any member of the Board of Directors, nor their close relatives (Article 8:1(1)1 of the Civil Code) may be members of the European Parliament, the Hungarian Parliament or local government, or may be a spokesperson for a nationality. Senior officers or supervisory board members of a legal entity engaged in the same main activity as the Company may be elected as Chairman or member of the Board of Directors. The Chairman and the members of the Board of Directors may be elected as senior officers or supervisory board members of a legal entity engaged in the same business activity as the main activity of the Company. The Chairman and the members of the Board of Directors shall give a written notification to the party exercising ownership rights in advance of their planned acceptance of an appointment as senior officer or supervisory board member. A declaration of property shall be submitted by the Chairman and the members of the Board of Directors in accordance with the applicable rules and regulations. 9.2 The Board of Directors shall perform the duties as required by law and the Articles of Association, in particular: prepares and submits for approval by the party exercising ownership rights the annual accounts of the Company defined by the Act on Accounting and the consolidated annual accounts, not later than by 15 June of the following business year; approves the unconsolidated financial statements of the Company, prepared in accordance with the international financial reporting standards (IFRS); it is responsible for the preparation of the reports relating to the assets entrusted to the Company and the Integration Fund of Cooperative Credit Institutions as set out in a separate Government Decree, furthermore it decides on the accounts related to the Integration Fund of Cooperative Credit Institutions; approves all the budgets and plans of the Integration Fund of Cooperative Credit Institutions as set out in Act CXCV of 2011 on the Public Finances and Government Decree No. 368/2011 (31 December) on the Implementation of the Public Finances Act; furthermore decides on transferring any appropriation allocated to the Integration Fund of Cooperative Credit Institutions within the given chapter, or to another chapter, as well as on transfers of line items among the lines of the Appropriation Utilization Plan. 6

7 9.2.5 submits for approval by the party exercising ownership rights the plan of the assets entrusted to the Company, or its necessary amendments; submits for decision by the party exercising ownership rights the strategy and the medium-term business plan of the Company; prepares reports on the management, financial position and business policy of the Company, once a year for attention of the party exercising ownership rights and once in every three months for the attention of the Supervisory Board; ensures appropriate bookkeeping by the Company. 9.3 The Board of Directors is entitled to determine the performance requirements for all employees authorised to substitute the CEO with limited or full capacity, as well as the bonus or any other remuneration linked to their performance. The Board of Directors shall exercise the employer s rights in respect of each employee authorised to substitute the CEO with limited or full capacity. 10. Scope of Competence of the Board of Directors 10.1 Authorising the Company s employees to sign for and on behalf of the Company Deciding on the acquisition of funding within the value range of HUF billion or the equivalent thereof in foreign currency, excluding treasury transactions with a maturity of up to one year In the case of customers not qualifying as financial institutions or insurance companies, adopting a decision up to the value of HUF 35 billion on each transaction, where the combined value of the claims that arise or may arise from the exposure incurred in respect of a single customer or customer group, together with the other exposures incurred in respect of the same customer exceeds HUF 10 billion, or the loan-to-value ratio does not reach 50% of the calculation base for the collateral value in the case of a 1 st class customer, 60% of the calculation base for the collateral value in the case of a 2 nd class customer, 70% of the calculation base for the collateral value in the case of a 3 rd class customer, 100% of the calculation base for the collateral value in the case of a 3 rd class customer if the transaction qualifies as project financing, and in the cases of 4 th - 8 th class customers. with the exception of transactions denominated in the domestic currency and financed from EU sources by the Company acting as the body 7

8 implementing the fund of funds, the exposures according to Article 400 (1) of Regulation 575/2013/EU 2, as well as the investments In case of customers qualifying as financial institutions or insurance companies, deciding on every exposure to be incurred under their limit other than their approved limit (not including facility limits and treasury limits) up to HUF 35 billion,where the combined value of the claims that arise or may arise from the exposure incurred in respect of a single customer or customer group, together with other exposures incurred in respect of the same customer exceeds HUF 10 billion, or the loan-to-value ratio does not reach 50% of the calculation base for the collateral value in the case of a 1 st class customer, 60% of the calculation base for the collateral value in the case of a 2 nd class customer, 70% of the calculation base for the collateral value in the case of a 3 rd class customer, 100% of the calculation base for the collateral value in the case of a 3 rd class customer if the transaction classifies as project financing, and in the cases of 4 th - 8 th class customers. with the exception of transactions denominated in the domestic currency and financed from EU sources by the Company as the body implementing the fund of funds, the exposures according to Article 400 (1) of Regulation 575/2013/EU 3, as well as the investments Deciding on investments specified in Article 4 (5) of the MFB Act with a value exceeding HUF 10 billion, but not exceeding 10% of the shareholders equity of the Company Deciding on the write-off of such losses which are not associated with exposures, and the amount of which exceeds HUF 50 million, but does not exceed HUF 1 billion Unless prohibited by law, the Board of Directors is entitled to delegate, either individually or generally, its decision-making powers listed under clauses to the CEO, the business decision-making body, another decision-maker or to the head of an at least directorate-level organisational unit of the Company Deciding on the establishment of the Organisational and Operational Rules of the Company. 2 Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/ Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 8

9 10.4 Approving the internal regulations listed in the rules of procedure of the Company s Board of Directors Adopting a decision on every issue referred to the exclusive competence of the Board of Directors by law, or on any issue which does not fall within the competence of another decision-making body or person Deciding on any other issue proposed to be discussed by the Board of Directors by any member of the Board of Directors or by the Supervisory Board The party exercising ownership rights may not curtail the powers of the Board of Directors. 11. Procedures of the Board of Directors 11.1 The Board of Directors shall meet as necessary, but in any case at least once in every 3 months. The meetings shall be convened by the Chairman by way of registered letter, electronic mail, or, in case of a member of the Board of Directors living abroad, by registered air-mail or telefax, or by hand delivery, delivered to the members of the Board of Directors at least 8 days prior to the date of the meeting. The invitation shall state the place, time and the agenda of the meeting; and, if possible, the written proposals prepared for the individual agenda items. Off-agenda items may only be discussed by the Board of Directors if two-thirds of its members are present and the attending members agree unanimously to the discussion of that agenda item. The Chairman of the Supervisory Board shall each time be invited to the meetings of the Board of Directors By proposing the agenda to be discussed, any member of the Board of Directors may request the Chairman of the Board of Directors to convene the meeting of the Board of Directors. The Chairman shall, in accordance with clause and with special regard to the 8-day period, convene the meeting within 15 days The meeting shall be quorate if attended by the majority of the members of the Board of Directors. The resolutions shall be passed by the simple majority of the votes of those present. More than two thirds of the votes of those present are required for decisions regulated by Article 106 of the Credit Institutions Act (internal credit). The unanimous decision of the Board of Directors is required for decisions regulated by Article 144 (3) of the Credit Institutions Act The Board of Directors may also pass resolutions without holding a meeting i.e. in writing, by mail or telefax communication. The proposal shall be sent 9

10 by the Chairman of the Board of Directors in writing to the members, and the proposal shall be considered approved, if 50 per cent. plus one member of the members of the Board of Directors send their consent thereto in the form of a private deed with full probative force to the Company s seat within 3 days of dispatch of the proposal The Chairman of the Board of Directors is entitled to call an urgent meeting of the Board of Directors. 10

11 12. Supervisory Board and the Works Council Supervisory Board 12.1 The Supervisory Board consists of 3 to 6 members. The Chairman and the members of the Supervisory Board shall be appointed (for a definite term not exceeding five years) and recalled by the party exercising ownership rights. At least one of its independent members shall have a qualification in accounting or auditing. Senior officers or supervisory board members of a legal entity engaged in the same main activity as the Company may be elected as Chairman or members of the Board of Directors. The Chairman and the members of the Supervisory Board may be elected as senior officers or supervisory board members of a legal entity engaged in the same business activity as the main activity as the Company. The Chairman and the members of the Supervisory Board shall notify the party exercising ownership rights in advance and in writing of their planned acceptance of an appointment as senior officer or supervisory board member. At least one third of the members of the Supervisory Board shall consist of the representatives of the employees as long as the annual average number of the Company s full time employees exceeds The Supervisory Board shall supervise the management of the Company. In this context, it may inspect any documents, accounting records and books of the Company, it may request information from the senior officers and the employees of the Company, it may examine the payment account, cash register, stock of securities and goods, and the contracts of the Company, and have the same examined by an expert. The individual members of the Supervisory Board are also entitled to inspect, to request information and/or to examine in accordance with the above The Supervisory Board also operates as the Audit Committee of the Company, and in this context it facilitates the supervision of the financial reporting system, the selection of the auditor, and the co-operation with the auditor The Supervisory Board has all the rights and obligations attributed to supervisory boards of credit institutions by the applicable rules and regulations The Supervisory Board shall, without the application of Article 3:123 of the Civil Code, examine each material report on business policy which requires the decision of the party exercising ownership rights, as well as each proposal realting to a matter falling within the scope of competence of the 11

12 party exercising ownership rights, excluding the proposals relating to the determination of the performance requirements and the related performance wage or other remuneration (bonus proposal) for the CEO. However, the Supervisory Board shall opine on the proposal on the assessment of such bonus. The party exercising ownership rights may only decide on the accounts defined by the Act on Accounting in possession of the written report of the Supervisory Board. The Supervisory Board shall examine the cases specified under clauses 8.2. n), o) and p) in an expedited procedure The Supervisory Board shall perform the professional management and supervision of the internal audit organisation in accordance with the applicable rules and regulations The meetings of the Supervisory Board shall be convened by the Chairman by way of an invitation sent to the members in writing (via registered letter, electronic mail or telefax) specifying a date which allows at least 3 days between the date of delivery of the invitation and the date of the meeting. The invitation shall specify the agenda of the meeting and, if possible, the proposals relating to the individual agenda items By indicating the reasons and purpose, any two members may request the Chairman to convene the meeting of the Supervisory Board. Should the Chairman fail to convene the meeting within 5 days, any initiating member is entitled to convene it The Supervisory Board shall be quorate if two-thirds of its members, but at least three members, are present. The Supervisory Board shall pass its resolutions with the majority of the votes of the attending members. The Supervisor Board may also pass a resolution without holding a meeting, i.e. in writing, by way of letter or telefax. A resolution may be considered passed if, within twenty-four hours from the date of dispatching the document, at least two-thirds of the members of the Supervisory Board (in case of a Supervisory Board with less than five members, at least three of the members) have sent their vote in the form of a private deed with full probative force to the seat of the Company. It is not required to await for the vote of any member of the Supervisory Board who had previously informed the Chairman of the Supervisory Board that he/she was otherwise engaged and therefore could not participate in the work of the Supervisory Board either personally or by way of a written vote in a specified period. The resolution is the decision corresponding to the majority of the votes of the voting members of the Supervisory Board. The minutes of the meetings and of the written resolutions of the Supervisory Board shall be sent to the party exercising ownership rights within 15 days from the adoption of the resolution. 12

13 12.10 The Supervisory Board establishes its own rules of procedure which is then approved by the party exercising ownership rights A declaration of property shall be submitted by the Chairman and the members of the Supervisory Board in accordance with the applicable rules and regulations. Works Council There is a Works Council operating at the Company. The Works Council is elected for a term of 5 years The number of Works Council members, as long as the average number of employees calculated for the 6-month period preceding the setting up of the election committee does not exceed 500, is The Works Council shall elect a Chairman from among its members at its inaugural session. The Works Council shall pass its resolutions by majority vote. The Works Council shall be quorate if at least half of its members are present. The Works Council shall convene as often as deemed necessary. The Works Council s meeting shall be convened by the Chairman. By stating the purpose, a meeting shall be convened in each case if so requested by any member or the employer. Members shall attend the Works Council meetings in person. The Works Council's detailed operation guidelines shall be determined by its rules of procedure Employees representatives (delegates) shall be appointed to the Supervisory Board of the Company from among the employees of the Company, who shall take part in the supervision of the Company s operation through their membership in the Supervisory Board. At least onethird of the members of the Supervisory Board shall consist of representatives of the employees; with their exception, no employee of the Company may become a member of the Supervisory Board The employees' delegates in the Supervisory Board shall be nominated by the Works Council from among the employees. The party exercising ownership rights is obliged to appoint the persons nominated by the Works Council to the Supervisory Board following such nomination, unless grounds for disqualification apply in respect of the nominees. Employees' delegates shall have the same rights and same obligations in the Supervisory Board as all other members. If the unanimous opinion of the employees' delegates differs from the position of the majority of the 13

14 Supervisory Board, the party exercising ownership rights shall be informed of the minority opinion of the employees Employees' delegates participating in the Supervisory Board shall inform the Company's employees about the activities of the Supervisory Board Membership of an employees' delegate in the Supervisory Board shall terminate concurrently with the termination of his/her employment. An employees delegate is recalled by the party exercising ownership rights upon the proposal of the Works Council. 13. Auditor 13.1 The party exercising ownership rights shall elect the auditor of the Company for a definite term. The management of the Company proposes the person of the auditor to the party exercising ownership rights with the consent of the Supervisory Board. A person may be appointed as the auditor of the Company if he/she is listed in the registry of auditors and meets the requirements applicable to auditors of credit institutions set out by law. The party exercising ownership rights shall so determine the length of the auditor s mandate in a maximum of 5 years, that the mandate shall expire simultaneously with the resolution of the party exercising ownership rights on the closing the Company s business year The auditor is responsible for performing the audit in accordance with the applicable rules and regulations and, based on such audit, providing an opinion in an independent auditor s report on whether the accounts of the Company comply with the rules and regulations, and whether they provide a true and fair view of the Company s assets, liabilities and financial situation and the economic results of its operation. The party exercising ownership rights may also engage the auditor with other tasks If the auditor observes changes in the Company s assets that may endanger the satisfaction of claims against the Company, or any circumstances that may give rise to the liability of senior officers or members of the Supervisory Board within the scope of their activities performed in such positions, he/she shall forthwith request without delay the senior officers to take the necessary measures required for the decision-making of the party exercising ownership rights Similarly, the auditor shall inform the Supervisory Board and/or the Board of Directors, if he/she establishes as a result of their regular examinations that the Company infringed any rules or regulations, and he/she may request the Supervisory Board and/or the Board of Directors to inform the 14

15 party exercising ownership rights, if justified by the gravity of the infringement Concurrently with notifying the Company, the auditor shall also file a written report of the result of his/her examination with the National Bank of Hungary (hereinafter referred to as MNB ) if, based on his/her findings: a) the auditor s opinion may become qualified, or its refusal may become necessary, b) he/she notices circumstances indicating the perpetration of a criminal act or a serious violation of the Company s internal regulations or the serious danger of the aforesaid, c) he/she notices circumstances suggesting the serious violation of the Credit Institutions Act or other rules and regulations, or the decrees of the MNB, d) he/she deems that the performance of the Company s obligations or the preservation of the value of the assets entrusted to the Company is not ensured, or e) he/she establishes serious deficiencies in or the insufficiency of the Company s system of internal audit, or f) a major difference of opinion arises between him/her and the management of the Company in issues concerning the Company s solvency, income, data supply, book-keeping or issues affecting considerably the operation of the Company. 14. The Chairman of the Board of Directors and the Chief Executive Officer (CEO) The party exercising ownership rights shall exercise the employer s rights (including the right to appoint and recall) in respect of the CEO. During the term of his/her office the CEO is a member of the Board of Directors without a separate relevant resolution of the party exercising ownership rights. The rule on the term of office of the members of the Board of Directors set out in Article 14 (4) of the MFB Act is not applicable to the CEO. If the Chairman of the Board of Directors and the CEO is the same person, the CEO is entitled to bear the title of Chairman-CEO. The CEO and the Chairman of the Board of Directors shall be responsible for the execution of the resolutions of the party exercising ownership rights and the Board of Directors. The Chairman of the Board of Directors shall exercise the employer s rights in respect of the employees of the Legal, Human Resources and Program Management Departments. The Chairman of the Board of Directors may delegate such right in 15

16 whole or in part to another employee of the Company ranking at least as Head of Department. The CEO of the Company shall exercise the employer s rights in respect of each employee of the Company, except for employees of the Legal, Human Resources and Program Management Departments. The CEO may delegate such right in whole or in part to another employee of the Company ranking at least as Head of Department. 16

17 15. Signatory Rights Documents on behalf of the Company shall be executed jointly by two members of the Board of Directors or two Managing Directors signing their names under the prewritten, pre-printed or printed name of the Company. In accordance with the procedural rules laid down in an internal regulation approved by the Board of Directors, the joint signatory rights may be delegated to the Company s employees as joint signatory rights. 16. Miscellaneous provisions: 16.1 The Company s business year coincides with the calendar year In the case of transformation, the Company as successor shall determine its tax base after the transformation taking into consideration the assets and liabilities received from the predecessor (including provisions and accrued expenses and deferred income) by adjusting the pre-tax profit, if it is permitted by the rules and regulations in force as if the transformation had not taken place; the Company as successor shall keep separate records on the same assets and liabilities (including provisions and accrued expenses and deferred income) after they are revaluated, indicating their original value and book value recorded by the predecessor for the day of transformation, their adjusted recorded value as well as the sums it has claimed after the transformation to adjust the pre-tax profit on the basis of the assets and liabilities in question The HUF value of the transactions denominated in another currency, relevant for establishing the decision-making powers is determined based on the exchange rate of the National Bank of Hungary effective on the day of the decision Issues not regulated by the current Articles of Association and the interpretation of the terms herein shall primarily be governed by the MFB Act, secondarily by the Credit Institutions Act, the Civil Code and the Labour Code. Budapest, 4 July

Articles of Association Consolidated with the modifications effective from 27 March 2015

Articles of Association Consolidated with the modifications effective from 27 March 2015 Articles of Association Consolidated with the modifications effective from 27 March 2015 Pursuant to Act V of 2013 on the Civil Code (hereinafter: Civil Code), I, the undersigned shareholder of the private

More information

ARTICLES OF ASSOCIATION in consolidated format. Article 1. Core Data of the Company The corporate name of the Company: OTP Bank Nyrt.

ARTICLES OF ASSOCIATION in consolidated format. Article 1. Core Data of the Company The corporate name of the Company: OTP Bank Nyrt. ARTICLES OF ASSOCIATION in consolidated format setting out the main rules relating to the structure and the operation of OTP Bank Plc. (hereinafter: Company) in compliance with the requirements set out

More information

Proposal for amendment to the By-Laws of OTP Bank Plc.

Proposal for amendment to the By-Laws of OTP Bank Plc. Proposal for amendment to the By-Laws of OTP Bank Plc. In accordance with rules of the new Company Act (Act No.: IV of 2006. ) the By-Laws of the OTP Bank Plc shall be amended on the Annual General Meeting

More information

Articles of Association

Articles of Association REGISTERED In the Register of Enterprises of the Republic of Latvia On 3 September, 1997 With amendments registered In the Register of Enterprises of the Republic of Latvia on 30 April 1998, on 2 February

More information

Joint Stock Company Conexus Baltic Grid ARTICLES OF ASSOCIATION

Joint Stock Company Conexus Baltic Grid ARTICLES OF ASSOCIATION With Amendment approved at the Extraordinary Meeting of Shareholders on the 20 th December 2017 Joint Stock Company Conexus Baltic Grid ARTICLES OF ASSOCIATION SECTION I COMPANY NAME 1.1. The company name

More information

ENEFI Energyefficiency Plc. ARTICLES OF ASSOCIATION

ENEFI Energyefficiency Plc. ARTICLES OF ASSOCIATION ENEFI Energyefficiency Plc. ARTICLES OF ASSOCIATION (Consolidated in a uniform structure) 1 ARTICLES OF ASSOCIATION Articles of Association of ENEFI Energyefficiency Plc. (hereinafter: the Company) consolidated

More information

Articles of Association (consolidated with the amendments) Article 1 Name and registered seat

Articles of Association (consolidated with the amendments) Article 1 Name and registered seat Articles of Association (consolidated with the amendments) prepared in compliance with Act CXLIV of 1997 on Business Associations and Act CXII of 1996 on Credit institutions and financial undertakings

More information

CHARTER OF ING BANK ŚLĄSKI SPÓŁKA AKCYJNA. 1. The business name of the Bank shall be: ING Bank Śląski Spółka Akcyjna.

CHARTER OF ING BANK ŚLĄSKI SPÓŁKA AKCYJNA. 1. The business name of the Bank shall be: ING Bank Śląski Spółka Akcyjna. CHARTER OF ING BANK ŚLĄSKI SPÓŁKA AKCYJNA Consolidated Text As adopted by way of the ING Bank Śląski S.A. Supervisory Board Resolution No. 58/XII/2015 of 17 September 2015, recorded under Rep. A No. 1023/2015,

More information

Joint stock company Gaso ARTICLES OF ASSOCIATION

Joint stock company Gaso ARTICLES OF ASSOCIATION APPROVED at the Shareholders' meeting of the Joint Stock Company "Gaso" on November 22, 2017, minutes No.1 (2017) Joint stock company Gaso ARTICLES OF ASSOCIATION 1. COMPANY NAME 1.1. The company name

More information

Articles of Association

Articles of Association Translation from Latvian REGISTERED in the Register of Enterprises of the Republic of Latvia on September 3, 1997 With amendments registered in the Register of Enterprises of the Republic of Latvia on

More information

Act on Personnel Funds (934/2010)

Act on Personnel Funds (934/2010) NB: Unofficial translation Ministry of Employment and the Economy, Finland 2011 Act on Personnel Funds (934/2010) Chapter 1 General provisions Section 1 Purpose of the Act The purpose of this Act is to

More information

Translation of the original German text. Articles of Association of Bell Food Group Ltd

Translation of the original German text. Articles of Association of Bell Food Group Ltd Translation of the original German text Articles of Association of Bell Food Group Ltd Articles of Association of Bell Food Group Ltd I. Business name, seat and object of the Company Article 1 Under the

More information

ageas SA/NV Limited liability company

ageas SA/NV Limited liability company ageas SA/NV Limited liability company 1000 Markiesstraat, 1 VAT no. : BE 0451 406 524 Registre des Personnes Morales 0.451.406.524 Deed dd. Notary Moniteur Belge 16.11.1993 VAN HALTEREN 18.11.1993 VAN

More information

"TITLE II TAKEOVER BIDS OR EXCHANGE TENDER OFFERS. Chapter I General rules. Article 35 (Definitions)

TITLE II TAKEOVER BIDS OR EXCHANGE TENDER OFFERS. Chapter I General rules. Article 35 (Definitions) Unofficial English version of Amendments to the enactment regulation of Italian Legislative Decree no. 58 of 24 February 1998, concerning the issuers' regulation, adopted with resolution no. 11971 of 14

More information

The draft resolutions that will be the subject of the Extraordinary General Meeting of the Company convened for 11 December 2018

The draft resolutions that will be the subject of the Extraordinary General Meeting of the Company convened for 11 December 2018 The draft resolutions that will be the subject of the Extraordinary General Meeting of the Company convened for 11 December 2018 Draft Resolution No. x of the Extraordinary General Meeting of the Company

More information

Enclosure to Supervisory Board Resolution 35/17 dated 7 December BY-LAWS OF mbank SPÓŁKA AKCYJNA I. GENERAL PROVISIONS

Enclosure to Supervisory Board Resolution 35/17 dated 7 December BY-LAWS OF mbank SPÓŁKA AKCYJNA I. GENERAL PROVISIONS Enclosure to Supervisory Board Resolution 35/17 dated 7 December 2017 BY-LAWS OF mbank SPÓŁKA AKCYJNA I. GENERAL PROVISIONS 1 mbank Spółka Akcyjna is a bank acting on the basis of the present By-laws,

More information

Articles of Incorporation

Articles of Incorporation Articles of Incorporation Julius Baer Group Ltd. As of 9 April 2014 Translation of the registered German version Contents 1. Name, domicile and term of Company...2 2. Object and purpose of Company...2

More information

Articles of Association of. Landis+Gyr Group AG. (Landis+Gyr Group Ltd) (Landis+Gyr Group SA)

Articles of Association of. Landis+Gyr Group AG. (Landis+Gyr Group Ltd) (Landis+Gyr Group SA) Articles of Association of Landis+Gyr Group AG (Landis+Gyr Group Ltd) (Landis+Gyr Group SA) Note: The German version of the Articles of Association is the governing version. I. General Provisions ARTICLE

More information

A r t i c l e s o f A s s o c i a t i o n

A r t i c l e s o f A s s o c i a t i o n A r t i c l e s o f A s s o c i a t i o n of Panalpina Welttransport (Holding) AG Panalpina Transports Mondiaux (Holding) SA Panalpina World Transport (Holding) Ltd Panalpina Trasporti Mondiali (Holding)

More information

Articles of Association. as amended by the resolution of the General Meeting held on 19 May 2016

Articles of Association. as amended by the resolution of the General Meeting held on 19 May 2016 Articles of Association as amended by the resolution of the General Meeting held on 19 May 2016 Articles of Association of Oesterreichische Kontrollbank Aktiengesellschaft, Vienna hereinafter referred

More information

ageas SA/NV Société Anonyme / Naamloze Vennootschap (limited liability company)

ageas SA/NV Société Anonyme / Naamloze Vennootschap (limited liability company) ageas SA/NV Société Anonyme / Naamloze Vennootschap (limited liability company) 1000 Brussels Markiesstraat, 1 VAT no.: BE 0451 406 524 Registre des Personnes Morales : 0.451.406.524 Concept Coordinated

More information

ON LIMITED LIABILITY COMPANIES THE REPUBLIC OF ARMENIA LAW ON LIMITED LIABILITY COMPANIES CHAPTER 1 GENERAL PROVISIONS

ON LIMITED LIABILITY COMPANIES THE REPUBLIC OF ARMENIA LAW ON LIMITED LIABILITY COMPANIES CHAPTER 1 GENERAL PROVISIONS THE REPUBLIC OF ARMENIA LAW ON LIMITED LIABILITY COMPANIES Adopted on October 24, 2001 Article 1. Scope of the Law CHAPTER 1 GENERAL PROVISIONS This law regulates the legal relationships arising from establishment,

More information

Official Gazette of the Republic of Slovenia, No. 72/06 Official consolidated version BANKA SLOVENIJE ACT

Official Gazette of the Republic of Slovenia, No. 72/06 Official consolidated version BANKA SLOVENIJE ACT Official Gazette of the Republic of Slovenia, No. 72/06 Official consolidated version BANKA SLOVENIJE ACT JULY 2006 Published by: BANK OF SLOVENIA Slovenska 35 1505 Ljubljana Tel.: +386 1 47 19 000 Fax:

More information

ARTICLES of Association of Slovenská sporiteľňa, a. s.

ARTICLES of Association of Slovenská sporiteľňa, a. s. ARTICLES of Association of Slovenská sporiteľňa, a. s. Consolidated version after decision taken by the sole shareholder when exercising the authority of the General Meeting on 20 June, 2018 PART I BASIC

More information

BANCA IFIS S.p.A. S ARTICLES OF INCORPORATION

BANCA IFIS S.p.A. S ARTICLES OF INCORPORATION BANCA IFIS S.p.A. S ARTICLES OF INCORPORATION CORPORATE NAME Article 1) The company is a public limited company having the name BANCA IFIS S.p.A., and may be referred to as IFIS BANCA S.p.A. or, in abbreviated

More information

Charter of Joint Stock Company Liberty Bank

Charter of Joint Stock Company Liberty Bank Charter of Joint Stock Company Liberty Bank (NEW EDITION) Tbilisi 2013 1 TABLE OF CONTENTS Article 1. General Provisions ----------------------------------------------------------------------3 Article

More information

Executive Guideline for Manner of Establishment, Activity, Supervision and Dissolution of Foreign Banks' Branches in Iran

Executive Guideline for Manner of Establishment, Activity, Supervision and Dissolution of Foreign Banks' Branches in Iran 15.04.2009, Foreign Banks' Branches (copy conforming to the provisions of executive bye-law and sanctioned in session dated 15.04.2009 by Credit Commission of the Central Bank of the Islamic Republic of

More information

ARTICLES OF INCORPORATION. Kardex AG

ARTICLES OF INCORPORATION. Kardex AG (INOFFICIAL ENGLISH TRANSLATION OF THE ORIGINAL GERMAN VERSION OF THE ARTICLES OF INCORPORATION) ARTICLES OF INCORPORATION of Kardex AG in Zurich Contents I. Name, registered office, duration and objective

More information

Resolutions of the Annual General Meeting of CIG Pannonia Life Insurance Plc. held on 17 April 2019

Resolutions of the Annual General Meeting of CIG Pannonia Life Insurance Plc. held on 17 April 2019 Budapest, 17 April 2019 Resolutions of the Annual General Meeting of CIG Pannonia Life Insurance Plc. held on 17 April 2019 CIG Pannonia Life Insurance Plc. ( Company ) hereby informs the capital market

More information

ARTICLES OF ASSOCIATION OF RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT. Commercial Register at the Vienna Commercial Court FN t

ARTICLES OF ASSOCIATION OF RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT. Commercial Register at the Vienna Commercial Court FN t NOTE: This is a translation into English of the Articles of Association of Raiffeisen Zentralbank Österreich Aktiengesellschaft. Only the German version is binding. ARTICLES OF ASSOCIATION OF RAIFFEISEN

More information

BY-LAWS NAME - REGISTERED OFFICE OBJECTS - DURATION

BY-LAWS NAME - REGISTERED OFFICE OBJECTS - DURATION BY-LAWS NAME - REGISTERED OFFICE OBJECTS - DURATION Article 1. Name 1.1 A limited liability Company is hereby constituted called "F.I.L.A. - Fabbrica Italiana Lapis ed Affini Limited Company" abbreviated

More information

STATUTORY INSTRUMENTS. SI. No. 352 of 2011 EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011

STATUTORY INSTRUMENTS. SI. No. 352 of 2011 EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 STATUTORY INSTRUMENTS. SI. No. 352 of 2011 EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 (Prn. A11/1185) 2 [352] SI. No. 352 of 2011 EUROPEAN

More information

I) CONSOB REGULATION ADOPTED BY RESOLUTION NO OF 12 MARCH 2010 AS SUBSEQUENTLY AMENDED

I) CONSOB REGULATION ADOPTED BY RESOLUTION NO OF 12 MARCH 2010 AS SUBSEQUENTLY AMENDED GROUP PROCEDURES REGULATING THE CONDUCT OF TRANSACTIONS WITH RELATED PARTIES OF INTESA SANPAOLO S.P.A., ASSOCIATED ENTITIES OF THE GROUP AND RELEVANT PARTIES PURSUANT TO ART. 136 OF THE CONSOLIDATED LAW

More information

Articles Zurich Insurance Group Ltd

Articles Zurich Insurance Group Ltd Articles Zurich Insurance Group Ltd 2014 Translation of the Articles of Incorporation of Zurich Insurance Group Ltd, Switzerland This is a translation of the original German version. In case of doubt or

More information

THE ACT ON STOCK EXCHANGES

THE ACT ON STOCK EXCHANGES THE ACT ON STOCK EXCHANGES Complete wording of Act No 429/2002 Coll. on stock exchanges of 18 June 2002, as amended by Act No 594/2003 Coll., Act No 635/2004 Coll., Act No 43/2004 Coll., Act No 747/2004

More information

Articles of Association of Mikron Holding AG. 12 April 2016

Articles of Association of Mikron Holding AG. 12 April 2016 Articles of Association of Mikron Holding AG 12 April 2016 Contents I. General Provisions 3 II. Capital 3 III. Organisation 5 A. General Meeting B. The Board of Directors C. The Auditors IV. Accounting

More information

ARTICLES OF ASSOCIATION 1

ARTICLES OF ASSOCIATION 1 ARTICLES OF ASSOCIATION 1 of ARYZTA AG (ARYZTA Ltd) (ARYZTA SA) l. BASIS Article 1: Company name, registered office A public limited company [Aktiengesellschaft] with the name ARYZTA AG (ARYZTA Ltd) (ARYZTA

More information

Articles of Association Zurich Insurance Group Ltd

Articles of Association Zurich Insurance Group Ltd Articles of Association Zurich Insurance Group Ltd April 4, 2018 Translation of the Articles of Association of Zurich Insurance Group Ltd, Switzerland This is a translation of the original German version.

More information

(Valid as at the date of entry in the national company register (KRS) on 30 November 2017) THE STATUTE

(Valid as at the date of entry in the national company register (KRS) on 30 November 2017) THE STATUTE (Valid as at the date of entry in the national company register (KRS) on 30 November 2017) THE STATUTE OF KRAJOWY DEPOZYT PAPIERÓW WARTOŚCIOWYCH SPÓŁKA AKCYJNA (KDPW S.A.) 1 1. The name of the Company

More information

NOVACYT PUBLIC LIMITED COMPANY WITH A REGISTERED CAPITAL OF 474, EUROS REGISTERED OFFICE: 13 avenue Morane Saulnier VELIZY VILLACOUBLAY

NOVACYT PUBLIC LIMITED COMPANY WITH A REGISTERED CAPITAL OF 474, EUROS REGISTERED OFFICE: 13 avenue Morane Saulnier VELIZY VILLACOUBLAY NOVACYT PUBLIC LIMITED COMPANY WITH A REGISTERED CAPITAL OF 474,148.20 EUROS REGISTERED OFFICE: 13 avenue Morane Saulnier 78140 VELIZY VILLACOUBLAY Trade & Company Register (RCS): Versailles 491 062 527

More information

The National Council of the Slovak Republic adopted the following law: Schedule One FUNDAMENTAL STIPULATIONS. Object of regulation

The National Council of the Slovak Republic adopted the following law: Schedule One FUNDAMENTAL STIPULATIONS. Object of regulation PART I Act No. 34/2002 dated 18 th December 2001 on Foundations and on the change of the Civil Code in the text of later amendments by the Acts No. 445/2008, No. 478/2009, No. 352/2013 and No. 463/2013.

More information

ON GUARANTEE FOR COMPENSATION OF BANK DEPOSITS THE REPUBLIC OF ARMENIA LAW ON GUARANTEEING COMPENSATION OF BANK DEPOSITS

ON GUARANTEE FOR COMPENSATION OF BANK DEPOSITS THE REPUBLIC OF ARMENIA LAW ON GUARANTEEING COMPENSATION OF BANK DEPOSITS THE REPUBLIC OF ARMENIA LAW ON GUARANTEEING COMPENSATION OF BANK DEPOSITS Adopted 24 November, 2004 The purpose of this Law is to promote reliability of the Republic of Armenia banking system, enhance

More information

INTERNAL DEALING PROCEDURE

INTERNAL DEALING PROCEDURE INTERNAL DEALING PROCEDURE Text approved by the Board of Directors of Be Think, Solve, Execute S.p.A. on 07 July 2016 and subsequently amended on 10 November 2016 1 PART 1 PRELIMINARY PROVISIONS 1. INTRODUCTION

More information

THE SECURITIES ACT The Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 ARRANGEMENT OF REGULATIONS PART I

THE SECURITIES ACT The Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 ARRANGEMENT OF REGULATIONS PART I The text below is an internet version of the Regulations made by the Minister under the Securities Act 2005 and is for information purpose only. Whilst reasonable care has been taken to ensure its accuracy,

More information

Articles Of Incorporation

Articles Of Incorporation Articles Of Incorporation CHAPTER I. GENERAL PROVISIONS Article 1. (Corporate Name) The name of the Company shall be "Samsung Jeungkwon Chusik Hoesa", which shall be written in English as "Samsung Securities

More information

Articles of Association BANGKOK AVIATION FUEL SERVICES PUBLIC COMPANY LIMITED. Chapter 1 : General Provisions

Articles of Association BANGKOK AVIATION FUEL SERVICES PUBLIC COMPANY LIMITED. Chapter 1 : General Provisions (TRANSLATION) Articles of Association BANGKOK AVIATION FUEL SERVICES PUBLIC COMPANY LIMITED Chapter 1 : General Provisions Article 1. These Articles shall be called Articles of Association of Bangkok Aviation

More information

This document has been provided by the International Center for Not-for-Profit Law (ICNL).

This document has been provided by the International Center for Not-for-Profit Law (ICNL). This document has been provided by the International Center for Not-for-Profit Law (ICNL). ICNL is the leading source for information on the legal environment for civil society and public participation.

More information

ARTICLES OF ASSOCIATION (STATUT) CAPITAL PARK SPÓŁKA AKCYJNA (Joint-Stock Company) I. GENERAL PROVISIONS

ARTICLES OF ASSOCIATION (STATUT) CAPITAL PARK SPÓŁKA AKCYJNA (Joint-Stock Company) I. GENERAL PROVISIONS CONSOLIDATED TEXT INCLUDING AMENDMENTS ADOPTED BY THE ORDINARY MEETING OF SHAREHOLDERS BY RESOLUTION No 18/06/2018 of 29 June 2018 ARTICLES OF ASSOCIATION (STATUT) CAPITAL PARK SPÓŁKA AKCYJNA (Joint-Stock

More information

ARTICLES OF INCORPORATION of Adecco Group AG

ARTICLES OF INCORPORATION of Adecco Group AG Unofficial translation of the prevailing German original dated April 06 ARTICLES OF INCORPORATION of Adecco Group AG I. Name, Registered Office, Duration and Purpose Article Name, Registered Office, Duration

More information

(Signed) (Signature) director (Mr. Pongsak Lothongkam)

(Signed) (Signature) director (Mr. Pongsak Lothongkam) - Registered dated 15 May 2007 - (English Translation) Page 1 of the total of 10 pages SVI PUBLIC COMPANY LIMITED (AMENDED VERSION)... CHAPTER 1: GENERAL PROVISIONS 1. These regulations shall be called

More information

Investment policy related to national security

Investment policy related to national security Organisation for Economic Co-operation and Development DIRECTORATE FOR FINANCIAL AND ENTERPRISE AFFAIRS INVESTMENT COMMITTEE DAF/INV/RD(2019)2 English text only 21 February 2019 Investment policy related

More information

MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE PUBLIC LIMITED COMPANY "KRUK" - CONSOLIDATED TEXT

MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE PUBLIC LIMITED COMPANY KRUK - CONSOLIDATED TEXT MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE PUBLIC LIMITED COMPANY "KRUK" - CONSOLIDATED TEXT 1 General provisions 1. The Company operates under the name: "KRUK" Spółka akcyjna. 2. The Company can use

More information

ARTICLES OF ASSOCIATION POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI SPÓŁKA AKCYJNA

ARTICLES OF ASSOCIATION POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI SPÓŁKA AKCYJNA ARTICLES OF ASSOCIATION POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI SPÓŁKA AKCYJNA I. General provisions 1 1. Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, further in the Articles of Association

More information

CAP GEMINI. Société Anonyme with capital of 1,282,542,544. Registered office: 11, rue de Tilsitt, Paris

CAP GEMINI. Société Anonyme with capital of 1,282,542,544. Registered office: 11, rue de Tilsitt, Paris This document is a free translation of the original French bylaws, which, in the event of problems of interpretation, represents the official version. CAP GEMINI Société Anonyme with capital of 1,282,542,544

More information

ERSTE BANK HUNGARY ZRT. BUSINESS RULES

ERSTE BANK HUNGARY ZRT. BUSINESS RULES ERSTE BANK HUNGARY ZRT ERSTE BANK HUNGARY ZRT. BUSINESS RULES ERSTE BANK HUNGARY ZRT. Head office: 1138 Budapest, Népfürdő utca 24-26. Company register number: Cg.01-10-041054 No. of licence from the Authority:

More information

Articles of Association. ElringKlinger AG. Dettingen/Erms. in the version dated May 26, 2017

Articles of Association. ElringKlinger AG. Dettingen/Erms. in the version dated May 26, 2017 Convenience translation from German to English. Only the German original shall be deemed authoritative. Articles of Association of ElringKlinger AG Dettingen/Erms in the version dated May 26, 2017 1 I.

More information

Kereskedelmi és Hitelbank Zártkörűen Működő Részvénytársaság ANNUAL REPORT

Kereskedelmi és Hitelbank Zártkörűen Működő Részvénytársaság ANNUAL REPORT ildiko.gasparek@kh.hu Digitally signed by ildiko.gasparek@kh.hu DN: cn=ildiko.gasparek@kh.hu Date: 2017.04.28 14:24:55 +02'00' Kereskedelmi és Hitelbank Zártkörűen Működő Részvénytársaság ANNUAL REPORT

More information

COUNCIL DECISION 2011/411/CFSP

COUNCIL DECISION 2011/411/CFSP L 183/16 Official Journal of the European Union 13.7.2011 DECISIONS COUNCIL DECISION 2011/411/CFSP of 12 July 2011 defining the statute, seat and operational rules of the European Defence Agency and repealing

More information

ARTICLES OF ASSOCIATION OF PT BFI FINANCE INDONESIA Tbk. NAME AND DOMICILE ARTICLE Limited Liability Company named PT. BFI FINANCE INDONESIA

ARTICLES OF ASSOCIATION OF PT BFI FINANCE INDONESIA Tbk. NAME AND DOMICILE ARTICLE Limited Liability Company named PT. BFI FINANCE INDONESIA ARTICLES OF ASSOCIATION OF PT BFI FINANCE INDONESIA Tbk. NAME AND DOMICILE ARTICLE 1 1. Limited Liability Company named PT. BFI FINANCE INDONESIA Tbk, (hereinafter quite abbreviated as the "Company") is

More information

Regulations issued pursuant to section 34 of the Banking Laws, 1997 to 2008 PART II STATUS AND OPERATION OF THE SCHEME

Regulations issued pursuant to section 34 of the Banking Laws, 1997 to 2008 PART II STATUS AND OPERATION OF THE SCHEME 24 July 2009 Unofficial consolidated text of the Establishment and Operation of the Deposit Protection Scheme Regulations of 2000 to 2009 English translation Regulations issued pursuant to section 34 of

More information

AIF. Alternative Investment Funds

AIF. Alternative Investment Funds AIF Alternative Investment Funds INTRODUCTION Eager to respond to the needs of professionals in the financial centre, the Luxembourg Stock Exchange in cooperation with the Association of the Luxembourg

More information

Official Journal of the European Union L 256/63. (Acts adopted under Title VI of the Treaty on European Union)

Official Journal of the European Union L 256/63. (Acts adopted under Title VI of the Treaty on European Union) 1.10.2005 Official Journal of the European Union L 256/63 (Acts adopted under Title VI of the Treaty on European Union) COUNCIL DECISION 2005/681/JHA of 20 September 2005 establishing the European Police

More information

STATEMENT ON CORPORATE GOVERNANCE PRINCIPLES FOR YEAR 2016

STATEMENT ON CORPORATE GOVERNANCE PRINCIPLES FOR YEAR 2016 Joint-stock company DITTON PIEVADĶĒŽU RŪPNĪCA Reg.No.40003030187 STATEMENT ON CORPORATE GOVERNANCE PRINCIPLES FOR YEAR 2016 Corporate Governance Report Annex to the Annual Report 2016 Daugavpils 2017 I

More information

ORGANIC LAW OF THE CENTRAL BANK OF LUXEMBOURG

ORGANIC LAW OF THE CENTRAL BANK OF LUXEMBOURG ORGANIC LAW OF THE CENTRAL BANK OF LUXEMBOURG LAW OF 23 DECEMBER 1998 CONCERNING THE MONETARY STATUS AND THE CENTRAL BANK OF LUXEMBOURG AS MODIFIED BY THE LAW OF 13 JULY 2007 AND THE LAW OF 24 OCTOBER

More information

ARTICLES OF ASSOCIATION OF BANK BGŻ BNP PARIBAS SPÓŁKA AKCYJNA. (consolidated text) ARTICLES OF ASSOCIATION of BANK BGŻ BNP PARIBAS SPÓŁKA AKCYJNA

ARTICLES OF ASSOCIATION OF BANK BGŻ BNP PARIBAS SPÓŁKA AKCYJNA. (consolidated text) ARTICLES OF ASSOCIATION of BANK BGŻ BNP PARIBAS SPÓŁKA AKCYJNA The consolidated text of the Articles of Association of Bank BGŻ BNP Paribas S.A. adopted by the resolution No. 64/2018 of the Supervisory Board of the Bank dated 22 June 2018, taking into consideration

More information

STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS

STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS Version 3 January 2013 TABLE OF CONTENTS 1 COMPANY VOLUNTARY ARRANGEMENTS 1 PART I: INTERPRETATION 5 1 Miscellaneous definitions 5 2 The Conditions

More information

CHARTER Open Joint Stock Company LSR Group (new version)

CHARTER Open Joint Stock Company LSR Group (new version) APPROVED by decision of Extraordinary General Meeting of Shareholders of Open Joint Stock Company LSR Group Minutes No. 2/2009 of 29 June 2009 Chairman of the Meeting (I.M. Levit ) Secretary of the Meeting

More information

Act No.161/2002, on Financial Undertakings

Act No.161/2002, on Financial Undertakings Act No. 161/2002 on Financial Undertakings CHAPTER I Scope Article 1 This Act shall apply to Icelandic financial undertakings and to the activities of foreign financial undertakings in Iceland. For the

More information

EMPLOYEE WELFARE FUND ACT Act No. 4391, Aug. 10, 1991

EMPLOYEE WELFARE FUND ACT Act No. 4391, Aug. 10, 1991 EMPLOYEE WELFARE FUND ACT Act No. 4391, Aug. 10, 1991 Amended by Act No. 4917, Jan. 5, 1995 Act No. 5247, Dec. 31, 1996 Act No. 6454, Mar. 28, 2001 Act No. 8372, Apr. 11, 2007 Act No. 8407, Apr. 27, 2007

More information

LAW ON DEPOSIT INSURANCE IN BANKS OF BOSNIA AND HERZEGOVINA

LAW ON DEPOSIT INSURANCE IN BANKS OF BOSNIA AND HERZEGOVINA LAW ON DEPOSIT INSURANCE IN BANKS OF BOSNIA AND HERZEGOVINA (gazetted clean text of the Law in Official Gazette of B&H, No. 20/2, 18/05, 100/08, 75/09 and 58/13 unofficial version) I. GENERAL PROVISIONS

More information

V A L E O Articles of Association updated pursuant to the resolutions of the Combined Shareholders Meeting of May 23, 2017

V A L E O Articles of Association updated pursuant to the resolutions of the Combined Shareholders Meeting of May 23, 2017 V A L E O A French société anonyme with a share capital of 239,143,131 euros Registered office: 43 rue Bayen 75017 Paris 552 030 967 Registry of Commerce and Companies of Paris Articles of Association

More information

STATUTES of Multimedia Polska Spółka Akcyjna (a joint-stock company) with registered office in Gdynia

STATUTES of Multimedia Polska Spółka Akcyjna (a joint-stock company) with registered office in Gdynia STATUTES of Multimedia Polska Spółka Akcyjna (a joint-stock company) with registered office in Gdynia GENERAL PROVISIONS 1 The Company's business name shall be Multimedia Polska Spółka Akcyjna (a joint-stock

More information

1.2. The company s title is Erdenes Mongol Limited Liability Company and its abbreviation is Erdenes Mongol LLC.

1.2. The company s title is Erdenes Mongol Limited Liability Company and its abbreviation is Erdenes Mongol LLC. ERDENES MONGOL LIMITED LIABILITY COMPANY CHARTER One. General Provisions 1.1. This Charter is a primary document that defines Erdenes Mongol Limited Liability Company (hereinafter referred to as Company

More information

The resolutions adopted by the Extraordinary General Meeting of the Company convened for 24 August 2018

The resolutions adopted by the Extraordinary General Meeting of the Company convened for 24 August 2018 The resolutions adopted by the Extraordinary General Meeting of the Company convened for 24 August 2018 Resolution No. 1 of the Extraordinary General Meeting of the Company Bank BGŻ BNP Paribas S.A. dated

More information

Law On State Funded Pensions

Law On State Funded Pensions Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of: 31 October 2002; 20 November 2003; 18 March 2004; 5 May 2005; 28 September 2006; 26 April 2007; 25 September 2008;

More information

General Provisions. Article 1 Company, Registered Office and Financial Year. Accentro Real Estate AG.

General Provisions. Article 1 Company, Registered Office and Financial Year. Accentro Real Estate AG. General Provisions Article 1 Company, Registered Office and Financial Year 1. The Company bears the name 2. The Company s registered office is in Berlin. Accentro Real Estate AG. 3. The financial year

More information

Regulation. on the fixing procedure. of the Budapest Interbank Offered Rate, on the fixing requirements, and. on the rules of conduct of panel banks 1

Regulation. on the fixing procedure. of the Budapest Interbank Offered Rate, on the fixing requirements, and. on the rules of conduct of panel banks 1 Regulation on the fixing procedure of the Budapest Interbank Offered Rate, on the fixing requirements, and on the rules of conduct of panel banks 1 Effective from 2 January 2018 2 From the 1 st of November,

More information

I. General Provisions. Section 1 Company name and registered office of the Company. Section 2 Object of the Company

I. General Provisions. Section 1 Company name and registered office of the Company. Section 2 Object of the Company Version as of 2018 ARTICLES OF ASSOCIATION of Semperit Aktiengesellschaft Holding I. General Provisions Section 1 Company name and registered office of the Company (1) The corporate name of the Company

More information

MKB BANK ZRT. BUSINESS RULES

MKB BANK ZRT. BUSINESS RULES MKB BANK ZRT. BUSINESS RULES on CREDIT OPERATIONS Budapest, 6 November 2014 The English translation of these Business Rules has been prepared with the best care and intention for the convenience of customers.

More information

THE ARTICLES OF ASSOCIATION OF

THE ARTICLES OF ASSOCIATION OF Approved on April 06, 2015 by the resolution of Annual General meeting of shareholders of Open Joint Stock Company «Cherkizovo Group» (Minutes No. 06/045а dated April 09, 2015) THE ARTICLES OF ASSOCIATION

More information

The Affirmative Deposit Fund for Charities

The Affirmative Deposit Fund for Charities Appendix 2 The Scheme The Affirmative Deposit Fund for Charities A common deposit fund Sealed 14th August 2006, as amended by Scheme dated 27 th February 2007 As amended by resolutions effective 13 August

More information

ARTICLES OF ASSOCIATION BANCO DO BRASIL AKTIENGESELLSCHAFT. (Registration no.: FN g)

ARTICLES OF ASSOCIATION BANCO DO BRASIL AKTIENGESELLSCHAFT. (Registration no.: FN g) ARTICLES OF ASSOCIATION of BANCO DO BRASIL AKTIENGESELLSCHAFT (Registration no.: FN 100508g) Preamble Banco do Brasil AG (hereinafter referred to as company ) is a subsidiary of Banco do Brasil S.A. which

More information

CAPGEMINI. Société Européenne (European Company) with a share capital of 1,338,349,840. Registered office: 11 Rue de Tilsitt PARIS

CAPGEMINI. Société Européenne (European Company) with a share capital of 1,338,349,840. Registered office: 11 Rue de Tilsitt PARIS Unofficial translation from French. The English translation is for information purpose only. In case of discrepancies the French version shall prevail. CAPGEMINI Société Européenne (European Company) with

More information

UCITS. Undertakings for Collective Investment in Transferable Securities

UCITS. Undertakings for Collective Investment in Transferable Securities UCITS Undertakings for Collective Investment in Transferable Securities INTRODUCTION Eager to respond to the needs of professionals in the financial centre, the Luxembourg Stock Exchange in cooperation

More information

LOGITECH INTERNATIONAL S.A. ARTICLES OF INCORPORATION

LOGITECH INTERNATIONAL S.A. ARTICLES OF INCORPORATION LOGITECH INTERNATIONAL S.A. ARTICLES OF INCORPORATION TITLE I CORPORATE NAME REGISTERED OFFICE PURPOSE DURATION Article 1 There exists under the corporate name "Logitech International S.A." a corporation

More information

Articles of Incorporation Zurich Insurance Group Ltd 2016

Articles of Incorporation Zurich Insurance Group Ltd 2016 Articles of Incorporation Zurich Insurance Group Ltd 2016 Translation of the Articles of Incorporation of Zurich Insurance Group Ltd, Switzerland This is a translation of the original German version. In

More information

Swedbank Central Asia Equity Fund

Swedbank Central Asia Equity Fund Swedbank Central Asia Equity Fund Established on 12.04.2006 RULES (Effective as of 01.05.2012) TRANSLATION FROM ESTONIAN In case of any discrepancies, between this translation and original Estonian version,

More information

Law No. 116 of 2013 Regarding the Promotion of Direct Investment in the State of Kuwait

Law No. 116 of 2013 Regarding the Promotion of Direct Investment in the State of Kuwait Law No. 116 of 2013 Regarding the Promotion of Direct Investment in the State of Kuwait Law No. 116 of 2013 Regarding the Promotion of Direct Investment in the State of Kuwait - Having reviewed the Constitution;

More information

Corporate name Article 1. Syngenta SA Syngenta Ltd. with its registered office in Basel. Purpose Article 2

Corporate name Article 1. Syngenta SA Syngenta Ltd. with its registered office in Basel. Purpose Article 2 Articles of Incorporation Syngenta AG Corporate Name, Registered Office, Purpose and Duration Corporate name Article A company limited by shares is formed under the corporate name: Registered office Syngenta

More information

CSSF Regulation N relating to out-of-court complaint resolution

CSSF Regulation N relating to out-of-court complaint resolution In case of discrepancies between the French and the English text, the French text shall prevail. CSSF Regulation N 16-07 relating to out-of-court complaint resolution The Executive Board of the Commission

More information

Name and Registered Office and Rules Applicable to Two-tier Entities. Article 1. ABN AMRO Group N.V. Object. Article 2.

Name and Registered Office and Rules Applicable to Two-tier Entities. Article 1. ABN AMRO Group N.V. Object. Article 2. Unofficial translation of the articles of association of: ABN AMRO Group N.V., as they read after the execution of the deed of partial amendment of these articles of association before a deputy of Dirk-Jan

More information

CAP GEMINI PROXY OR MAIL VOTING FORM

CAP GEMINI PROXY OR MAIL VOTING FORM CAP GEMINI A Société Anonyme established under the laws of the Republic of France Having a share capital of 1,372,514,120 With its registered office at 11 rue de Tilsitt 75017 Paris, France 330 703 844

More information

PSP Swiss Property Ltd, Zug

PSP Swiss Property Ltd, Zug PSP Swiss Property Ltd, Zug Articles of Association ( Statuten ) of 3 April 2014 Unofficial English translation of the German original. Only the German original is legally binding. PSP Swiss Property Ltd

More information

NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF THE COMPANY... 2 SHARE CAPITAL - SHARES - BONDS... 3 BOARD OF DIRECTORS... 6

NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF THE COMPANY... 2 SHARE CAPITAL - SHARES - BONDS... 3 BOARD OF DIRECTORS... 6 BYLAWS MARCH 2017 CONTENTS NAME - REGISTERED OFFICE - PURPOSE AND DURATION OF THE COMPANY... 2 SHARE CAPITAL - SHARES - BONDS... 3 BOARD OF DIRECTORS... 6 BOARD OF STATUTORY AUDITORS... 10 SHAREHOLDERS'

More information

BANK OF RUSSIA ORDINANCE 3090-U OF OCTOBER 25, 2013

BANK OF RUSSIA ORDINANCE 3090-U OF OCTOBER 25, 2013 BANK OF RUSSIA ORDINANCE 3090-U OF OCTOBER 25, 2013 ON THE CALCULATION OF THE EQUITY (CAPITAL), REQUIRED RATIOS, AND SIZES (LIMITS) OF OPEN CURRENCY POSITIONS OF BANKING GROUPS This Ordinance is based

More information

THE ARTICLES OF ASSOCIATION OF WIRTUALNA POLSKA HOLDING SPÓŁKA AKCYJNA (unified text) I. GENERAL PROVISIONS 1

THE ARTICLES OF ASSOCIATION OF WIRTUALNA POLSKA HOLDING SPÓŁKA AKCYJNA (unified text) I. GENERAL PROVISIONS 1 THE ARTICLES OF ASSOCIATION OF WIRTUALNA POLSKA HOLDING SPÓŁKA AKCYJNA (unified text) I. GENERAL PROVISIONS 1 The Company shall operate under the name of: Wirtualna Polska Holding Spółka Akcyjna and it

More information

Act on the Operation of a Foreign Credit Institution or Financial Institution in Finland /1608. Chapter 1 General provisions

Act on the Operation of a Foreign Credit Institution or Financial Institution in Finland /1608. Chapter 1 General provisions (Unofficial updated version in February 2001) Act on the Operation of a Foreign Credit Institution or Financial Institution in Finland 30.12.1993/1608 Chapter 1 General provisions Section 1 Scope of application

More information

Law. on Payment Services and Payment Systems * Chapter One GENERAL PROVISIONS. Section I Subject and Negative Scope. Subject

Law. on Payment Services and Payment Systems * Chapter One GENERAL PROVISIONS. Section I Subject and Negative Scope. Subject Law on Payment Services and Payment Systems 1 Law on Payment Services and Payment Systems * (Adopted by the 40th National Assembly on 12 March 2009; published in the Darjaven Vestnik, issue 23 of 27 March

More information

Articles of Incorporation of Valora Holding Ltd.

Articles of Incorporation of Valora Holding Ltd. Articles of Incorporation of Valora Holding Ltd. 1. Name, registered office, duration and object of the company Article 1 Name, registered office and duration There exists, by the name of Valora Holding

More information

Statute of the Foundation. IIASA Privatstiftung

Statute of the Foundation. IIASA Privatstiftung Working Non Certified Translation To be set up as a notarial deed Statute of the Foundation IIASA Privatstiftung as amended on 14 January 2016 Working Non Certified Translation THE IIASA FUND STATEMENT

More information