Articles of Association
This translation is provided for convenience purposes. Only the German version shall be binding.
I. General Provisions
§ 1 Name, principal office and fiscal year
(1) The company trades under the name of: SolarWorld Aktiengesellschaft.
(2) It is domiciled in Bonn.
(3) The fiscal year of the company is the calendar year.
§ 2 Purpose of the company
(1) The purpose of the company is
- the construction of plant and machinery, product development,
- the production of modules and components as well as the trade in such items in the photovoltaic field, furthermore
- the planning, building and operation of as well as the trade in wind power plants and electricity trading.
(2) The company shall be entitled to conduct any and all businesses and measures that serve the purpose of the company. To this end, it can also establish, acquire and buy shares in other companies.
§ 3 Announcements and information
(1) Announcements of the company shall be made exclusively in the electronic Federal Gazette.
(2) Information for the owners of registered securities of the company can also be communicated by way of electronic media.
II. Capital stock and shares
§ 4 Amount and denomination of the capital stock
(1) The capital stock of the company amounts to € 14,896,000.00 (in words: Euro fourteen million eighthundredninetysix thousand). This capital stock is denominated in 14,896,000 (in words: fourteen million eighthundredninetysix thousand) shares.
(2) The shares are no-par-value individual share certificates issued in the name of the bearer. The Management Board shall be entitled to convert the bearer shares into marketable registered shares carrying a blank in-dorsement.
(3) The form of the share certificates and the profit sharing and renewal coupons shall be determined by the Management Board. Shareholders are not entitled to have their shares individually securitized.
(4) The Management Board, with approval by the Supervisory Board, is authorized to increase the capital stock once or several times by up to a total of € 7,448,000.00 until May 30, 2019, by issuing new bearer or registered non-par shares for cash or contribution in kind.
In case of cash capital increases, shareholders have in principle a right to subscription. However, the Management Board, with approval by the Supervisory Board, is authorized to exclude shareholder's right to subscription, if capital is increased for cash and the issue price of the new shares does not fall significantly below the price on the stock exchange, and the total of the shares issued by excluding subscription rights pursuant to Section 186, Para. 3, Sentence 4 German Stock Corporation Act (Aktiengesetz, AktG) does not exceed 10 percent of capital stock, neither on the effective date nor at the time this authorization is exercised. This number includes shares that are issued starting on May 30, 2014 because of an authorization for the use of own shares pursuant to Section 71, Para. 1, No. 8, Sentence 5; Section 186, Para. 3, Sentence 4 AktG by excluding the right to subscription.
In addition, the Management Board, with approval by the Supervisory Board, is authorized to exclude the right to subscription in case of an increase of capital for contributions in kind.
The Management Board with approval by the Supervisory Board, is authorized to determine the specifics of the increase in capital. After the new shares have been signed and acquired, the Supervisory Board is authorized to change the articles of association corresponding to the extent of the increase in capital from authorized capital.
III. Management Board
§ 5 Composition
(1) The Management Board shall consist of a minimum of one member. Apart from this the Annual General Meeting (AGM) shall determine the number of members of the Management Board. The Supervisory Board shall appoint the Chairman and the Deputy Chairman of the Management Board.
(2) The decisions of the Management Board shall be taken by a simple majority of the votes cast. If one member of the Management Board has been appointed the Chairman of the Management Board he shall have the casting vote in the event of equality of votes.
(3) The Management Board shall give itself unanimously a code of proce-dure that requires the approval of the Supervisory Board.
§ 6 Representation of the company
(1) The company shall be represented by the sole Management Board member or, if several board members have been appointed, by two members of the Management Board, or by one member of the Management Board and one “Prokurist” (holder of a plenipotentiary mandate).
(2) The Supervisory Board shall be authorized to grant individual board members the right of individual representation.
(3) The members of the Management Board shall be exempt from the ban on multiple representation pursuant to § 181 BGB (Civil Code).
IV. Supervisory Board
§ 7 Composition and duration of period of office
(1) The Supervisory Board of the company consists of six members.
(2) The term of office of the Supervisory Board members shall end with the end of that Annual General Meeting (AGM) in which the resolution is passed on the discharge of the Supervisory Board for the fourth fiscal year since the beginning of the term of office. The fiscal year in which the term of office began shall not be counted.
(3) Each member of the Supervisory Board shall be entitled to relinquish his/her mandate, also without an important reason, by way of a written declaration to the Management Board and subject to a period of notice of four weeks.
(4) If a Supervisory Board member is elected to replace a prematurely departing member in the absence of a previously appointed deputy member the term of office of the elected member shall last for the remainder of the term of office of the departing member.
§ 8 Chairman and Deputy Chairman
(1) Immediately following the ordinary Annual General Meeting (AGM) at the end of which the term of office of the elected members shall begin the Supervisory Board shall elect from its midst a Chairman and a Deputy Chairman for the duration of their term of office in a meeting to which no special invitation shall be required.
(2) If the Chairman or the Deputy Chairman departs from the Supervisory Board new elections shall be held for the rest of the term of office.
(3) Declarations of intention of the Supervisory Board shall be announced on its behalf by the Chairman and, if he is prevented from doing so, by the Deputy Chairman.
(4) Each member of the Supervisory Board shall receive an appropriate remuneration at the end of the fiscal year to be determined by a resolution of the AGM.
V. Annual General Meeting (AGM)
§ 9 Venue, mode of convening the meeting, entitlement to attend
(1) The AGM shall take place in the city where the Registered Office of the company is located.
(2) It shall be convened by the Management Board.
(3) The AGM shall be convened at least 30 days
prior to the day of the AGM. The calling period is extended by the pe-riod for registration.
(4) a) Shareholders who want to attend the AGM or exercise their voting right have to register for the AGM and provide evidence of their enti-tlement. The registration and the evidence of entitlement must reach the company under the address given in the announcement convening the meeting at least six day before the AGM (day of registration). The Management Board or the Supervisory Board (in case the AGM is con-vened by the Supervisory Board) has the right to set a shorter period for registration or for providing evidence of entitlement which should at least end three days before the AGM.
b) A special proof of share ownership made out in text form by the custodial institute shall be sufficient to establish entitlement pursuant to Section a) above. The proof of share ownership must refer to the point in time specified in the Stock Corporation Act. The company shall have the right to request additional proof if there are any doubts about the correctness or legitimacy of the proof of ownership submitted. Should there be any doubts about the additional proof as well the company shall have the right to reject the shareholder’s entitlement to attend the AGM and exercise his voting right.
c) The registration and the proof of share ownership must be made out in the German or English language.
d) Voting rights may be exercised by an authorized person. The company may also be notified of proxies by electronic means to be specified by the Management Board.
e) The Management Board is empowered to ensure that shareholders can also exercise their voting rights in writing or by means of electronic communication (postal vote) without having to attend the AGM. It may regulate the procedures and formalities for the postal vote.
f) The communication of notification in accordance with Section 125 (1) of the German Stock Corporation Act (Aktiengesetz, AktG) by financial institutions may also occur by means of electronic com-munication. The same applies if the conditions of Section 30b (3) of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG), with regard to the communication of notification by the company in accordance with Section 125 (2) of the German Stock Corporation Act (Aktiengesetz, AktG), are fulfilled. The Manage-ment Board is also authorized to send notification in paper form; however, it is under no obligation to do so.
§ 10 Chair of the Annual General Meeting (AGM)
(1) The AGM shall be chaired by the Chairman of the Supervisory Board or by his deputy if the former is prevented from doing so. If both the Chairman of the Supervisory Board and his deputy are unable to chair the meeting the AGM shall elect a chairman.
(2) The chairman shall be entitled to curtail the shareholders’ right of speaking and of asking questions in an appropriate manner.
§ 11 Resolutions
(1) Each share gives the holder one vote in the Annual General Meeting (AGM).
(2) Unless otherwise stipulated by legal requirements resolutions at the AGM shall be passed with a simple majority of the votes cast and, if the law in addition to a majority of votes also requires a capital majori-ty, with the simple majority of the capital stock that participates in the resolution.
VI. Annual Financial Statements
§ 12 Annual Financial Statements and the Annual General Meeting (AGM)
(1) In the first three months of the fiscal year the Management Board shall draw up the Annual Financial Statements (including balance sheet as well as Profit & Loss Statement and Notes) and – if required by § 264 Sec. 1 HGB – the Management Report for the previous fiscal year and submit it to the auditor. The three-month period mentioned may according to the provisions of § 264 Sec. 1 HGB be extended to 6 months in individual cases by a resolution of the Supervisory Board. After receipt of the audit report the Annual Financial Statements, the Management Report and the Audit Report must be submitted to the Supervisory Board. At the same time The Management Board shall submit to the Supervisory Board the proposal for the appropriation of the balance sheet profit to be made to the AGM. The Supervisory Board shall then examine the Annual Financial Statements, the Management Report and the proposal for the appropriation of the balance sheet profit.
(2) After receipt of the report by the Supervisory Board on the result of its examination the Management Board shall without any undue delay convene the AGM that has to take place within the first eight months of the fiscal year. The AGM shall then decide on the appointment of the auditor, the discharge of the Management Board and the Supervisory Board as well as the appropriation of the balance sheet profit.
(3) If the AGM adopts the Annual Financial Statements it shall be entitled to allocate an amount of up to half the annual result to other revenue re-serves. Amounts allocated to statutory reserves and losses brought for-ward must previously be deducted from the annual result.
(4) If the Management Board and the Supervisory Board adopt the Annual Financial Statements they shall be entitled to allocate part of the annual result of up to 100 per cent to other revenue reserves.
§ 13 Costs of establishing the company
The costs of up to 5,112.92 EUR incurred by the establishment of the com-pany shall be borne by the company.
Certificate pursuant to Section 181 (1) sentence 2, second half of the sentence, of the German Stock Corporation Act (Aktiengesetz, AktG)
I hereby certify that the amended provisions of these Articles of Association correspond to resolutions adopted by shareholders at the Annual General Meeting on the amendment of the Articles of Association on May 30, 2014 – document register no. D 530/2014 of Dr. Dirk Solveen, Notary in Bonn – and that the existing unchanged provisions correspond in full with the version most recently filed with the Commercial Register.
Bonn, July 9, 2014
- Dr. Dirk Solveen -