Articles of association of Rheinmetall Aktiengesellschaft
Status as of January 9, 2026
Note: Translation of the "Satzung of Rheinmetall Aktiengesellschaft" for information purposes only. No legally binding version.
I. General provisions
§ 1 Name and registered office
- The name of the company is Rheinmetall Aktiengesellschaft.
- The registered office is in Düsseldorf.
§ 2 Purpose of the company
- The purpose of the Company is the research and development, production, sales and service of industrial products of all types, particularly of mechanical engineering, metal and other material processing, industrial electronics, information technology and related industries, as well as the development, planning, construction and operation of industrial systems of all types. The purpose of the Company is also the sale of such products as those manufactured or required by the lines of business named in sentence 1, the trade in such products in particular and the provision of services in connection with the aforementioned lines of business. Finally, the purpose of the Company includes the acquisition, sale, development, use and management of land and buildings even if this is not related to the aforementioned business branches, and provided that the activities mentioned in this sentence 3 do not require a permit or approval in accordance with other statutory provisions.
- The Company is authorised to carry out all transactions and to take all measures and actions that are related to the aforementioned activities or seem to directly or indirectly promote them. It is authorised to realise its business purpose directly or through Group or affiliated companies (including joint ventures). It can also operate in the lines of business indicated in paragraph (1) by itself. It can limit its activities to a part of the activities mentioned in paragraph (1). The Company can set up branches, establish companies, acquire equity interests, structurally change them, combine them under uniform management or limit itself to the management of the equity interest, sell equity interests and also conclude contracts between business enterprises and cooperation agreements of any kind.
§ 3 Notices
The Company's announcements are only published in the “electronic Federal Gazette”.
II. Share capital and shares
§ 4 Share capital
- The Company’s share capital is EUR 117,766,487.04 (in words: one hundred seventeen million, seven hundred sixty-six thousand, four hundred eighty-seven point zero four euros).
- It is divided into 46,002,534 no-par shares.
- The Executive Board is authorised in the period up to the end of 13 May 2029, with the consent of the Supervisory Board, to increase the share capital of the Company on one or more occasions by issuing new registered no-par shares, but by no more than an aggregate of EUR 22,302,100 (2024 Authorised Capital) for cash and/or in-kind contributions.
Overall, the volume of (i) shares issued from the 2024 Authorised Capital, and (ii) shares issued or granted or to be issued or granted for the purpose of servicing a convertible or warrant bond issued with or without exclusion of pre-emptive rights, provided that this bond was issued during the term of the 2024 Authorised Capital, is limited to a nominal amount of EUR 22,302,100.
The new shares participate in the profit from the beginning of the fiscal year of their issue. To the extent legally permissible, the Executive Board may, with the consent of the Supervisory Board and in derogation hereof and of Section 60 (2) of the German Stock Corporation Act, specify that the new shares will have a share in the profit from the beginning of an already ended fiscal year, for which at the time of their issue, no resolution of the Annual General Meeting has been adopted regarding the appropriation of the unappropriated surplus.
Shareholders are generally entitled to a subscription right. The shares may also be taken over by one or more credit institutions, securities institutions, or companies within the meaning of Section 186 (5) sentence 1 of the German Stock Corporation Act, with such institutions or companies being specified by the Executive Board and being obligated to offer the shares to the Shareholders for subscription.
However, with the consent of the Supervisory Board, the Executive Board is authorised to exclude the subscription rights of the Shareholders for any permissible purpose as follows, in particular:
(i) in order to exclude fractional amounts from the subscription rights;
(ii) if necessary, to grant to the holders or creditors of warrant and/or conversion rights or the debtors of corresponding warrant and/or conversion obligations from warrant and/or convertible bonds and/or profit-participation rights, which have been or will be issued by the Company or its Group companies within the meaning of Section 18 Aktg (Aktiengesetz [Stock Register]), a right of exchange or subscription rights on new shares to which they may be entitled after exercising their warrant or conversion right or after fulfilling any warrant or conversion obligation;
(iii) in the case of a capital increase in exchange for cash contributions, if the proportionate amount of the share capital attributable to the new shares does not exceed 10% of the share capital, and the issue price does not significantly fall below the stock exchange price within the meaning of Section 203 (1) and (2), 186 (3) sentence 4 Aktg [Stock Register]. The share capital at the time this authorisation takes effect or, if this value is lower, at the time this authorisation is used is decisive for the calculation of the 10% limit. If, during the term of this authorisation, another authorisation for the issue of Company shares or for the issue or disposal of rights that enable or obligate the purchase of Company shares is used, and the subscription rights are excluded in the process pursuant or according to Section 186 (3) sentence 4 Aktg [Stock Register], this is to be offset against this 10% limit;
(iv) in order to use the new shares, with the consent of the Supervisory Board, for the benefit of persons who are or were employed by the Company or one of its Group companies within the meaning of Section 18 Aktg [Stock Register], as well as for the benefit of members of the executive bodies of corresponding Group companies, whereby the working, other employment or executive body relationship must exist in any case at the time of the offer or commitment. The further details of any commitments and transfers, including any direct consideration, any eligibility requirements and forfeiture or accommodation regulations, particularly for special cases such as retirement, disability or death, are determined by the Executive Board;
(v) provided that the new shares are issued in exchange for in-kind contributions, to offer in particular the new shares to third parties as (partial) consideration for the indirect or direct acquisition of companies, parts of companies or shareholdings in companies or in the event of business combinations or the acquisition of other assets, including rights and receivables.
Overall, the total shares issued on the basis of the aforementioned authorisations may not exceed 10% of the share capital, excluding subscription rights. The share capital at the time this authorisation takes effect or, if this value is lower, at the time this authorisation is used is decisive for the calculation of the 10% limit. If, during the term of these authorisations, other authorisations for the issue of Company shares or for the issue of rights that enable or obligate the purchase of Company shares are used, and the subscription rights are excluded in the process, this is to be offset against this 10% limit.
In addition, the proportional amount of share capital of the shares issued from 2024 Authorised Capital in accordance with (iv) may not exceed 5% of the share capital; the lower of the share capital at the time this authorisation takes effect or the share capital at the time a resolution is adopted regarding the issuance of the shares is decisive. The proportionate amount of the share capital of such shares that are issued or sold to the same group of people during the term of this authorisation under another authorisation, excluding the subscription rights of Shareholders, or used within the framework of the Executive Board compensation is to be offset against this aforementioned amount of 5% of the share capital.
The Executive Board is authorised, with the consent of the Supervisory Board, to determine the further content of share rights and the conditions of share issuance, in particular the issue price.
The Supervisory Board is authorised to amend the wording of the Articles of Association after full or partial implementation of the share capital increase through the exercise of the 2024 Authorised Capital and after expiry of the authorisation period.
- The share capital of the Company shall be contingently increased by up to EUR 22,302,080.00 by issuing up to 8,711,750 new registered no-par shares (“2021 Contingent Capital”). The contingent capital increase will only be carried out insofar as the holders or creditors of conversion or option rights, or those obligated to convert from issued warrant bonds or convertible bonds, profit-participation rights or income bonds (or combinations of these instruments) that are issued or guaranteed by the Company or one of its Group companies within the meaning of Section 18 Aktg [Stock Register], on the basis of the authorisation of the Executive Board up to 10 May 2026 through the resolution of the Annual General Meeting of 11 May 2021, make use of their conversion or option rights, or insofar as the holders or creditors of issued bonds with a conversion obligation fulfil their conversion obligation, or insofar as the Company exercises an option to grant shares of the Company in whole or in part instead of paying the monetary amount due, unless a cash settlement is granted in each case or treasury shares are used for this purpose.
The new shares will be issued at the option or conversion price to be determined in each case in accordance with the aforementioned authorisation resolution. The new shares to be issued will participate in the profit from the beginning of the fiscal year in which they originated through the exercise of conversion or option rights or in fulfilment of conversion obligations. To the extent permitted by law, the Executive Board may, with the consent of the Supervisory Board, also determine the profit sharing of new shares for an already ended fiscal year in deviation hereof and in deviation from Section 60 (2) of the German Stock Corporation Act. The Executive Board is authorised to determine the further details of the implementation of the contingent capital increase with the consent of the Supervisory Board.
- The share capital of the Company shall be contingently increased by up to EUR 22,302,100 by issuing new registered no-par shares (“2024 Contingent Capital”). The contingent capital increase will only be carried out insofar as the holders or creditors of conversion or warrant rights, or those obligated to convert from issued warrant bonds or convertible bonds, profit-participation rights or income bonds (or combinations of these instruments) that are issued or guaranteed by the Company or one of its Group companies within the meaning of Section 18 Aktg [Stock Register], on the basis of the authorisation of the Executive Board up to 13 May 2029 through the resolution of the Annual General Meeting of 14 May 2024, make use of their conversion or warrant rights, or insofar as the holders or creditors of issued bonds with a conversion obligation fulfil their conversion obligation, or insofar as the Company exercises an option to grant shares of the Company in whole or in part instead of paying the monetary amount due, unless a cash settlement is granted in each case or treasury shares are used for this purpose.
The new shares will be issued at the option or conversion price to be determined in each case in accordance with the aforementioned authorisation resolution. The new shares to be issued will participate in the profit from the beginning of the fiscal year in which they originated through the exercise of conversion or option rights or in fulfilment of conversion obligations. To the extent permitted by law, the Executive Board may, with the consent of the Supervisory Board, also determine the profit sharing of new shares for an already ended fiscal year in deviation hereof and in deviation from Section 60 (2) of the German Stock Corporation Act. The Executive Board is authorised to determine the further details of the implementation of the contingent capital increase with the consent of the Supervisory Board.
§ 5 Form of share certificates
- The shares are no-par shares and issued in the name of the holder.
- The Company is entitled to issue share certificates in the name of the holder, each of which comprise several shares. The Shareholder's claim to securitisation of his/her share is excluded.
III. Constitution and management
§ 6 Executive Board
- The Executive Board consists of at least two people.
- The Supervisory Board may also appoint deputy Executive Board members; it may appoint one Executive Board member as the spokesperson or Chair of the Executive Board.
- The resolutions of the Executive Board are passed by a majority vote. If a Chair of the Executive Board is appointed, his/her vote shall be decisive in the event of a tie.
- The Executive Board adopts rules of procedure.
§ 7 Power of representation
The Company is legally represented by two Executive Board members or by one Executive Board member together with an authorised signatory.
§ 8 Supervisory Board
- The election and composition of the Supervisory Board are based on the statutory provisions. Re-election is permitted.
- At the same time as the Supervisory Board members, the Shareholders can elect substitute members. In the event of the early departure of a Supervisory Board member, these shall replace the Supervisory Board member for the rest of the term of office in a sequence to be determined at the time of election.
- Each member of the Supervisory Board and each substitute member may resign from office without good cause with a notice period of one month by written declaration to the Executive Board.
- The Annual General Meeting may dismiss a member of the Supervisory Board or a substitute member appointed by the Shareholders with a simple majority.
§ 9 Chair, deputy
- The Supervisory Board shall elect a Chair and a deputy from among its members immediately after the election with all its members in a meeting held without special invitation in accordance with the statutory provisions for the duration of the Supervisory Board members’ term of office. In addition, the Supervisory Board can elect another deputy with a simple majority.
- In the event of his/her inability to attend, the powers of the Chair of the Supervisory Board are initially assigned to his/her deputy and, in the event of his/her inability to attend, the other deputy; his/her deputy is not entitled to the second voting right pursuant to Section 11 (5).
- For the dismissal of the Chair or a deputy, the regulations according to which he/she was elected apply accordingly.
- If the Chair or a deputy leaves before the expiry of the term of office, the Supervisory Board must immediately have a re-election for the remaining term of office of resignees.
- The elections according to para. (1), sentence 1 and according to para. (4) are conducted by the oldest member of the Supervisory Board in terms of age.
- The Chair represents the Supervisory Board externally and announces its declarations and resolutions.
§ 10 Committees of the Supervisory Board
- Immediately after electing the Chair of the Supervisory Board and the deputy in accordance with Section 9 (1) sentence 1, the Supervisory Board forms the Committee in accordance with Section 27 (3) MitbestG (Mitbestimmungsgesetz [Codetermination Act]). The Chair of the Supervisory Board is also the Chair of this committee. The committee is only in quorum if all members participate in passing a resolution.
- The Supervisory Board can form further committees from among its members, which at least three members must belong to, and assign them to resolution tasks in compliance with Section 107 (3) sentence 2 Aktg [Stock Register]. This also applies to a Personnel Committee for regulating the personal matters of Executive Board members.
§ 11 Convening notice, adoption of a resolution by the Supervisory Board
- The Supervisory Board must be invited to a meeting as often as required by law or the business. The invitation is issued by the Chair, who also determines the form and, if applicable, the location of the meeting. The invitation should be made in compliance with a reasonable period of time. The items on the agenda must be announced with the invitation. Invitations to a meeting can be made in text form (Section 126b BGB (Bürgerliches Gesetzbuch [German Civil Code])), verbally, by phone or using electronic media.
- Resolutions by the Supervisory Board are generally made in Supervisory Board meetings. The Chair may arrange or permit meetings by means of video or phone conferences for members of the Supervisory Board to participate in a meeting by phone or video conference or by means of comparable audio and/or video transmission; there is no right to object to such implementation or participation by the other members of the Supervisory Board. Minutes must be prepared for each meeting, which must be signed by the Chair and the minute keeper, and a copy of which will be made available to all members.
- A resolution of the Supervisory Board can also be adopted outside of a meeting orally, by phone, in text form (Section 126b BGB) or by electronic media or by means of a phone or video conference (including a combination of these forms); there is no right to object to the adoption of a resolution ordered by the Chair or the method of voting outside of a meeting. The form and deadline of the invitation pursuant to paragraph 1 shall apply mutatis mutandis to the order for passing a resolution pursuant to this paragraph. Such resolutions shall be determined in writing by the Chair in minutes, a copy of which shall be made available to all members.
- The Supervisory Board is only in quorum if at least half of the members it consists of participate in passing a resolution. A member also participates in the adoption of a resolution if it concerns the quorum of the Supervisory Board, even if it is included in the vote. Absent members may participate in the resolution by having another member submit a written vote. A vote transmitted by fax or electronic media also counts as a written vote.
- Unless otherwise stipulated by law, resolutions are adopted by a simple majority of cast votes. Abstention from voting does not count as a cast vote. In the event of a tie, the Chair shall decide whether the subject must be re-voted on and whether the re-voting shall take place at this meeting or at another meeting of the Supervisory Board. If another vote on the same subject again results in a tie, the Chair has two votes. The second vote can also be cast in the form intended for meetings in paragraph 2 and in the form intended for adopting resolutions outside of meetings in paragraph 3 and by transmission of the vote by another member pursuant to paragraph 4.
- Passing a resolution on an agenda item that was not included in the invitation is only permissible if no member of the Supervisory Board objects to the resolution being adopted. In such a case, absent Supervisory Board members must be given the opportunity to object to the adoption of a resolution within a reasonable period of time to be determined by the Chair or to cast their vote in the form specified in paragraph 3 sentence 1 to the Chair of the Supervisory Board. The resolution shall only become effective if none of the absent Supervisory Board members objects within the period specified by the Chair. The resolution shall be determined in writing by the Chair after the expiry of the deadline set by the Chair in minutes, a copy of which shall be made available to all members.
- The Chair shall determine the order in which the agenda items are negotiated, as well as the type and order of the votes. The Chair may postpone passing a resolution on individual or all items on the agenda to the next regular meeting if the same number of members of Shareholders and employees would not participate in passing a resolution or if there is otherwise a significant reason for the postponement. The Chair is not authorised to postpone the same agenda item again at the following Supervisory Board meeting.
- The Chair is authorised to submit the declarations of intent required for implementing the resolutions by the Supervisory Board and to receive declarations of intent for the Supervisory Board. In the event that the Chair is unable to do so, his/her deputy shall have these powers.
- The members of the Executive Board participate in the meetings of the Supervisory Board and its committees, unless the Chair or the majority of the Supervisory Board makes a different order in individual cases.
- The Chair may consult informants for advice on individual agenda items, provided that the majority of the Supervisory Board does not issue a deviating order in individual cases.
§ 12 Legal status and responsibility of the Supervisory Board
- The Supervisory Board works together with the other corporate bodies for the benefit of the Company.
- The members of the Supervisory Board have the same rights and obligations. They are not bound by orders and instructions. They must maintain secrecy regarding confidential information and company secrets, namely trade and business secrets that have become known to them through their work on the Supervisory Board. Members of the Supervisory Board who breach their obligations are obliged to compensate the Company as joint and several debtors for the resulting damage.
- The Supervisory Board may make the execution of certain transactions dependent on its consent.
- The Supervisory Board may request reports and information from the Executive Board at any time about the Company’s affairs as well as its legal and business relationships.
- The Supervisory Board may decide on amendments to the Articles of Association that only concern the version. This applies in particular to Section 4 after the implementation of a capital increase pursuant to Section 4 (3).
- The Supervisory Board may decide on amendments to the Articles of Association that only concern the version. This applies in particular to Section 4 after the implementation of a capital increase pursuant to Section 4 (4).
§ 13 Supervisory Board compensation
a) Each Supervisory Board member shall receive fixed compensation of EUR 100,000.00 payable after the end of the fiscal year.
b) The Chair of the Supervisory Board shall receive double; his/her deputy shall receive one and a half times the compensation in accordance with Section (1) (a).
- Each Supervisory Board member shall receive an attendance fee of EUR 1,000.00, in addition to the reimbursement of his/her expenses for each Supervisory Board meeting attended, whether in person, by telephone or otherwise, but not for merely participating in the adoption of a resolution, and an attendance fee of EUR 1,000.00 for in-person attendance at committee meetings that do not take place on the day of a Supervisory Board meeting.
- The following is also received for work on Supervisory Board committees:
a) The Chair of the Audit Committee shall receive fixed compensation of EUR 90,000.00 payable after the end of the fiscal year; the remaining members of the Audit Committee shall receive fixed compensation of EUR 45,000.00 payable after the end of the fiscal year.
b) The Chair of the Personnel and the Compensation Committee shall receive fixed compensation of EUR 50,000.00 payable after the end of the fiscal year; the remaining members of the Personnel and Compensation Committee shall receive fixed compensation of EUR 25,000.00, payable after the end of the fiscal year.
c) The Chair of the Strategy, Technology and ESG Committee shall receive fixed compensation of EUR 40,000.00 payable after the end of the fiscal year; the remaining members of the Strategy, Technology and ESG Committee shall receive fixed compensation of EUR 20,000.00 payable after the end of the fiscal year.
d) The Chair of the Nomination Committee and the Mediation Committee shall receive fixed compensation of EUR 20,000.00 payable after the end of the fiscal year; the remaining members of the Nomination Committee and the Mediation Committee shall receive fixed compensation of EUR 10,000.00, payable after the end of the fiscal year.
- The Supervisory Board members shall be included in a directors’ and officers’ liability insurance policy maintained by the Company at an appropriate amount in the interests of the Company with a reasonable deductible, if there is a deductible. The premiums for this purpose shall be paid by the Company.
- Supervisory Board and committee members who have been on the Supervisory Board or a committee for only part of the fiscal year shall receive prorated compensation.
- Each Supervisory Board member, with the exception of employee representatives, are obliged to use 25% of the fixed compensation paid in accordance with paragraph 1 to acquire shares of the Company and to hold the shares for the duration of membership on the Supervisory Board. Proof of compliance with the holding obligation must be provided to the Company. The obligation to acquire shares specified in sentence 1 does not apply to compensation that has not yet been paid at the time of departure from the Supervisory Board. Entitlement to the portion of the compensation referred to in paragraph (6) sentence 1 shall lapse retroactively if the Supervisory Board member sells or lends against the purchased shares in full or in part before he/she leaves the Supervisory Board.
- The value-added tax accrued on the compensation of the Supervisory Board members shall be reimbursed upon request.
- These provisions apply for the first time for the compensation payable for fiscal year 2024.
§ 14 Location of the Annual General Meeting
The Annual General Meetings take place at the Company’s registered office or at a German stock exchange’s registered office as determined by the Supervisory Board.
§ 15 Convening the Annual General Meeting
- The Annual General Meeting is convened by the Executive Board or the Supervisory Board in the cases specified by law or if it appears necessary in the interests of the Company.
- Unless a shorter period is permitted by law, the Annual General Meeting must be convened at least 30 days before the day by which the Shareholders have to register for the Annual General Meeting pursuant to Section 16.
- The Executive Board is authorised to provide for the Annual General Meeting to be held without the physical presence of the Shareholders or their proxies at the location of the Annual General Meeting (virtual Annual General Meeting). The authorisation applies to the holding of virtual Annual General Meetings until the end of the ordinary Annual General Meeting that rules on the tax relief for the 2027 fiscal year.
§ 16 Participation in the Annual General Meeting
- Only those Shareholders who register with the Company at the address provided in the convening notice with proof of their shareholdings are entitled to participate in the Annual General Meeting and to exercise their voting right. Registration must be received by the Company at least six days before the Annual General Meeting.
- The proof of shareholding must refer to the statutory reference date and must be provided in German or English in text form (Section 126 b BGB). Proof of shareholding from the last intermediary in accordance with the requirements of Section 67c (3) Aktg [Stock Register] is sufficient.
- If the shares of holders of new shares have not yet been credited, the invitation to the Annual General Meeting must state under which conditions the Shareholders are permitted to participate.
- In the convening notice for the Annual General Meeting, the Executive Board may stipulate that Shareholders may cast their votes in writing or by electronic communication, even without participating in the Annual General Meeting (absentee voting). The Executive Board is also authorised to make procedural provisions.
- The Meeting Chair may also permit the complete or partial transmission of the Annual General Meeting in audio and video via electronic media if this is announced in the invitation to the Annual General Meeting.
- In agreement with the Chair of the Supervisory Board, members of the Supervisory Board are permitted to participate in the Annual General Meeting by way of video and audio transmission in cases where, due to legal restrictions, their stay abroad, their necessary stay at another location in Germany or due to an unreasonable journey time, physical presence at the location of the Annual General Meeting would not be possible or would only be possible with considerable effort or if the Annual General Meeting is held as a virtual Annual General Meeting without the physical presence of the Shareholders or their authorised representatives at the location of the Annual General Meeting.
§ 17 Representation at the Annual General Meeting
- Each Shareholder can be represented by an authorised representative. The power of attorney must be in text form (Section 126 b BGB). Further details on the granting and revocation of powers of attorney as well as proof to the Company are announced by the Executive Board in the convening notice for the Annual General Meeting, in which exemptions can also be stipulated.
- The Company shall appoint a proxy to exercise the voting rights of the Shareholders in accordance with their instructions. Powers of attorney to the Company’s proxy must be granted in text form (Section 126 b BGB). Further details on the granting and revocation of powers of attorney as well as proof to the Company are announced by the Executive Board in the convening notice for the Annual General Meeting, in which exemptions can also be stipulated.
§ 18 Chair of the Annual General Meeting, Meeting Chair
- The Annual General Meeting is chaired by the Chair of the Supervisory Board or another Shareholder member of the Supervisory Board designated by him/her. In the event that neither the Chair of the Supervisory Board nor a member of the Supervisory Board appointed by him/her takes over the chairmanship, the Chair will be elected by the Shareholder members of the Supervisory Board present at the Annual General Meeting with a simple majority of votes.
- The Chair shall conduct the meeting, recognize speakers and specify the type and form of voting. He/she may specify a different order of items for discussion from the one announced in the agenda.
- The Chair may reasonably limit the Shareholders’ right to ask questions and speak; in particular, he/she is entitled to set the appropriate time frame for the entire course of the Annual General Meeting, for the discussion of the individual items on the agenda and for the individual questions and speeches at the beginning or during the Annual General Meeting.
§ 19 Voting right, resolutions and elections
- Each share grants one vote at the Annual General Meeting. If shares are not fully paid up, the voting right begins with the payment of the statutory minimum contribution.
The resolutions of the Annual General Meeting shall be passed by a simple majority of the votes cast, unless mandatory statutory provisions oppose it and, if the law requires a majority of capital in addition to a majority of votes, by a simple majority of the share capital represented when passing a resolution.
- In the event of a tie in elections, the Chair shall draw lots to decide the outcome.
IV. Fiscal year, reserves and appropriation of net income
§ 20 Fiscal year
The fiscal year is the calendar year.
§ 21 Statutory reserves and other retained earnings
- 5% of the annual surplus reduced by any loss carried forward from the previous year must be entered into the statutory reserve until it reaches 10% of the share capital together with the capital reserves.
- If the Supervisory Board and Executive Board approve the annual financial statements, they can also allocate more than half of the annual net profit remaining after deduction of the amounts to be included in the statutory reserve and any loss carried forward to other retained earnings until half of the share capital has been reached, insofar as the remaining amount is sufficient to pay a dividend of 6% on the share capital.
- If the Annual General Meeting approves the annual financial statements, 50% of the annual net profit to be allocated to the statutory reserve and any loss carried forward must be allocated to other reserves.
§ 22 Appropriation of the unappropriated surplus
- In the resolution on the appropriation of the unappropriated surplus, the Annual General Meeting can distribute it in whole or in part to the Shareholders, allocate amounts to retained earnings beyond Section 21 (3) if necessary, or carry forward amounts as profit.
- Shareholders’ profit shares are distributed in proportion to the payments made on the lowest issued amount and relative to the time that has elapsed since the time specified for the benefit. When new shares are issued, another profit entitlement can be determined to the extent permitted by law.
- With the approval of the Supervisory Board, the Executive Board may pay an advance on the expected unappropriated surplus to the Shareholders.
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