1. The company's name is: Funkwerk AG.
The company has its registered office in Kölleda.
The object of the company is the development, production, and distribution of electrical and electronic devices, systems, and installations, particularly in the fields of communications and information technology, as well as telecommunications, the provision of all related services, the acquisition, sale, and management of holdings in companies operating particularly in the fields of communications and information technology, as well as telecommunications, and the strategic management, control, and coordination of these companies.
2. The company is authorised to carry out all business and measures that serve the company's purpose. For this purpose, the company may also establish, acquire or sell other companies or branch offices, both domestically and abroad, or enter into company agreements with other companies. The company is furthermore authorised to transfer its business, in whole or in part, to affiliated companies.
Notices from the company shall be published in the Federal Gazette.
The financial year is the calendar year.
1. The share capital of the company amounts to EUR 8,101,241.
The share capital is divided into 8,101,241 no-par value shares.
The founder, Hörmann GmbH & Co. Beteiligungs KG, with its registered office in Kirchseeon, is contributing a business share valued at €3,300,000 in Funkwerk Dabendorf-GmbH, with its registered office in Dabendorf and a share capital of €3,300,000, registered in the commercial register of the Potsdam District Court under HRB 213 P, as well as a business share valued at €1,700,000 in Hörmann Funkwerk Kölleda GmbH (FWK), with its registered office in Kölleda and a share capital of €1,700,000, registered in the commercial register of the Erfurt District Court under HRB 4847, into the company, and will receive 5,000,000 no-par-value shares in return.
4. The company is entitled to issue collective certificates covering several shares. A shareholder's claim to have their holding certificated is excluded. The form of share certificates and of dividend and renewal coupons shall be determined by the Board of Directors.
5. In the event of capital increases, the profit participation of new shares may be determined differently from § 60 AktG.
6. The Management Board is authorised, with the approval of the Supervisory Board, until 1 July 2029 to increase the share capital once or several times by a total of up to EUR 4,050,000.00 by issuing new registered no-par-value shares against cash contributions and/or contributions in kind (Authorised Capital 2024). Shareholders are generally to be granted a subscription right. The new shares may also be taken over by one or more credit institutions or one or more companies licensed under Section 53 (1) Sentence 1 or Section 53b (1) Sentence 1 or Sentence 7 of the KWG, with the obligation to offer them for subscription to the shareholders. However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude the statutory subscription right of the shareholders,
to the extent necessary to balance peak loads;
b) if shares are issued in return for contributions in kind for the purpose of acquiring companies, or participations in companies or parts of companies, or for the purpose of acquiring claims against the company;
c) if a capital increase against cash contributions does not exceed 20 % of the share capital and the issue price of the new shares does not fall significantly below the market price (§ 186 (3) sentence 4 AktG); when exercising this authorisation to exclude subscription rights in accordance with § 186 (3) sentence 4 AktG, the exclusion of subscription rights based on other authorisations in accordance with or analogous to § 186 (3) sentence 4 AktG must be taken into account.
The Management Board, with the approval of the Supervisory Board, shall determine the terms of the share issue. The Supervisory Board is authorised to amend the Articles of Association in accordance with the scope of the capital increase from authorised capital or upon expiry of the authorisation period.
The company's shares are registered in the name of the holder.
2. Shareholders must provide the company with the information required by law for entry in the share register.
The board of directors shall consist of one or more persons.
A board member can be appointed chairman of the board.
3. The appointment of substitute board members is permissible.
4. The resolutions of the Board of Directors shall be passed by a simple majority of the votes of the Executive Board members participating in the resolution.
If there is only one member of the management board, they shall represent the company alone. If several members of the management board are appointed, the company shall be represented by two members of the management board or by one member of the management board in conjunction with a person with procuration.
The Supervisory Board may authorise all or individual members of the Management Board to represent the company individually and to exempt them from Section 181 of the German Civil Code (BGB) in the event of multiple representation. Section 112 of the German Stock Corporation Act (AktG) remains unaffected.
The company's supervisory board consists of three members elected by the general meeting.
2. The members of the Supervisory Board shall be elected – unless the Annual General Meeting decides otherwise – for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the commencement of their term of office. The financial year in which the term of office commences shall not be counted.
3. At the same time as the ordinary supervisory board members are elected, substitute members can be elected for individual supervisory board members or for several supervisory board members together. They shall become members of the supervisory board in an order to be determined at the time of election if supervisory board members, for whom they were elected as substitute members, leave the supervisory board before the end of their term of office. If a substitute member takes the place of a departing member, their term of office shall expire upon the concluding of the next general meeting following the occurrence of the substitute case, if a new election for the departing member takes place at this general meeting, otherwise upon the expiry of the remaining term of office of the departing member.
4. If a member of the supervisory board is elected in place of a departing member, their term of office shall last for the remainder of the departing member's term of office.
5. Each member of the supervisory board and each substitute member can resign their office without stating reasons subject to a notice period of four weeks, or at any time stating important reasons. The resignation shall be communicated by written declaration to the company's board of directors.
1. The Supervisory Board shall elect a Chairman and a Deputy Chairman from among its members at a meeting held immediately after its election, for which no special invitation is required.
The Chairman and their deputy shall be elected for the term of office specified in § 9 paragraph 2 of these Articles of Association.
3. If the chairman or their deputy leaves office during their term of office, the supervisory board shall hold a replacement election for the person who has resigned without delay.
1. The meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board, or in his absence by his deputy, specifying the place and time of the meeting. The convening shall be effected with two weeks' notice and shall specify the form of the meeting and the items of business to be discussed on the agenda. In urgent cases, the notice period may be shortened. The convening may be effected in writing, by facsimile (fax, e-mail), telegram, or verbally.
2. The meetings of the Supervisory Board shall be chaired by the Chairman of the Supervisory Board or their deputy.
3. The Supervisory Board shall have a quorum if at least half of the members it is to comprise in total according to these statutes participate in the decision-making. In any case, three members must participate in the decision-making.
4. Resolutions of the supervisory board require a majority of the votes of its members. The chairman of the meeting shall determine the type and form of resolution.
5. Absent supervisory board members can participate in decision-making by authorising another supervisory board member to submit their vote in writing.
6. On proposal of the Chairman of the Supervisory Board or their deputy, a resolution may be passed by written vote, fax, email, telegraph, telephone conference call, or by other means of communication even without convening a meeting, provided that no member of the Supervisory Board objects to this procedure.
7. Minutes shall be taken of negotiations and resolutions of the Supervisory Board, which shall be signed by the chairperson presiding at the time of the resolution. The chairperson of the Supervisory Board shall prepare minutes of resolutions passed by written, facsimile (fax, email), telex, and telephone vote, sign them, and forward them to all members of the Supervisory Board.
8. The Chairman, or in his absence his deputy, is authorised to make declarations on behalf of the Supervisory Board required for the implementation of resolutions and to receive declarations addressed to the Supervisory Board.
9. Members of the supervisory board must maintain confidentiality regarding information and secrets of the company, particularly trade and business secrets, that have come to their attention in the course of their duties on the supervisory board. This obligation also continues after leaving office.
10. Should a member of the supervisory board intend to provide third parties with information regarding the content and proceedings of a supervisory board meeting or any other resolution by the supervisory board not covered by paragraph 9, that member of the supervisory board shall first consult with the chairman of the supervisory board regarding the disclosure of such information.
1. Members of the Supervisory Board shall receive a fixed remuneration of €5,000.00 per financial year for their activities on the Supervisory Board; performance-related remuneration of €1.000.00 per full €0.05 of dividend distributed per share for the financial year. Members of the Supervisory Board shall also receive a meeting fee of €1,300.00 per meeting.
The Chairman shall each receive twice the amount of the fixed remuneration and the attendance fee, and the Deputy Chairman shall each receive 1.5 times the amount of the fixed remuneration and the attendance fee. Supervisory Board members who have not been members of the Supervisory Board for a full financial year shall receive the fixed remuneration and performance-related remuneration in proportion to the duration of their membership of the Supervisory Board. All remuneration components for the financial year that has ended shall be payable after the Ordinary General Meeting at which the annual financial statements for the financial year that has ended are presented or adopted and, where applicable, a resolution on the appropriation of profits is passed. Section 113 (2) of the German Stock Corporation Act (Aktiengesetz) shall remain unaffected.
2. Members of the Supervisory Board shall also be reimbursed for all expenses and for any value added tax payable on their remuneration and expenses.
The Supervisory Board is authorised to resolve on amendments and additions to the Articles of Association that only concern their wording.
The Annual General Meeting shall be held at least once annually within the first eight months of a financial year at the company's registered office, the registered office of a German stock exchange, or at a location in Germany within a 50 km radius of the company's registered office or a German stock exchange. Furthermore, apart from cases determined by law and the articles of association, it shall be convened if the welfare of the company so requires.
The Annual General Meeting shall be convened by the Management Board or, in cases prescribed by law, by the Supervisory Board.
3. Statutory provisions apply to the notice period.
4. The Management Board is authorised to provide for the General Meeting to be held without the physical presence of shareholders or their proxies at the location of the General Meeting (virtual General Meeting). The authorisation shall apply to holding virtual General Meetings for a period of five years after the entry of this Articles of Association provision into the company's commercial register.
Only shareholders entered in the share register who have registered in good time before the general meeting are entitled to attend the general meeting and exercise their voting rights. Deletions and entries in the share register will not take place on the day of the general meeting or in the six days preceding the general meeting.
2. The registration must be received by the company at the address provided for this purpose in the notice of meeting no later than six days prior to the general meeting. The notice of meeting may specify a shorter period, to be measured in days. The day of the general meeting and the day of receipt shall not be counted.
3. The Annual General Meeting shall be chaired by the Chairman of the Supervisory Board, or in his absence, by his deputy. Should both the Chairman of the Supervisory Board and his deputy be absent, the Supervisory Board shall appoint the Presiding Officer. He shall determine the order of the agenda items, the manner and order of voting, and the order of contributions. The Presiding Officer may impose reasonable time limits on shareholders' rights to ask questions and speak; in particular, he may, either at the beginning of or during the Annual General Meeting, set appropriate time limits for the entire duration of the Annual General Meeting, for the debate on individual agenda items, and for individual questions and contributions.
4. The members of the Management Board and the Supervisory Board shall attend the Annual General Meeting. In agreement with the Chairman of the Supervisory Board, Supervisory Board members may attend the Annual General Meeting by means of audio and video transmission if the relevant Supervisory Board member is prevented from physically attending the venue of the Annual General Meeting, the Supervisory Board member resides abroad, attendance at the venue of the Annual General Meeting would involve an unreasonably long travel time, or the Annual General Meeting is held as a virtual Annual General Meeting without the physical presence of shareholders or their proxies at the venue of the Annual General Meeting.
5. The Chairman of the meeting is authorised to permit the full or partial audio-visual transmission of the General Meeting in a manner to be determined by him. The transmission may also be made in a form to which the public has unrestricted access.
6. The Management Board is authorised to provide that shareholders can participate in the general meeting without being present at its location and without a proxy, and can exercise all or individual rights, in whole or in part, by means of electronic communication (online participation). The Management Board is also authorised to make provisions regarding the scope and procedure for participation and exercise of rights in accordance with sentence 1. These will be announced with the convening of the general meeting.
Each bearer share grants one vote at the general meeting.
2. Resolutions of the general meeting shall be passed by a simple majority of the votes cast, unless the Articles of Association or mandatory provisions of law stipulate otherwise. If the Stock Corporation Act also prescribes a majority of the share capital represented at the time of the resolution for the passing of resolutions, the simple majority of the share capital represented shall suffice, insofar as this is legally permissible.
3. The right to vote may be exercised by a proxy. The granting of a proxy, its revocation and the proof of authorisation to the company must be in text form. The details for the granting of these proxies, their revocation and their proof to the company will be announced with the convening of the general meeting, at which simplification may also be determined. Section 135 of the German Stock Corporation Act (AktG) shall remain unaffected.
4. The Management Board is authorised to provide for shareholders to cast their votes in writing or by electronic communication, even without attending the General Meeting (postal voting). The Management Board is also authorised to make provisions for the procedure. These will be announced when the General Meeting is convened.
1. In the first three months of the financial year, the Management Board shall prepare the annual financial statements and the management report, as well as, if legally required, the consolidated financial statements and the consolidated management report for the past financial year, and present them to the Supervisory Board. At the same time, the Management Board shall present to the Supervisory Board the proposal it intends to make to the Annual General Meeting regarding the appropriation of profits. The Supervisory Board shall examine the annual financial statements, the management report, the proposal for the appropriation of profits, as well as the consolidated financial statements and the consolidated management report. If the Supervisory Board approves the annual financial statements, they shall be deemed adopted, unless the Management Board and the Supervisory Board resolve to leave the adoption of the annual financial statements to the Annual General Meeting. The Supervisory Board shall also resolve on the approval of the consolidated financial statements.
2. Upon receipt of the Supervisory Board's report on the outcome of its audit, the Management Board shall convene the ordinary General Meeting immediately.
The company bears the costs of its formation (in particular court, notary, legal advice, formation audit, publication) up to a maximum of EUR 50,000.
Insofar as this statute contains no provisions, the law shall apply. Should individual provisions of this deed be or become invalid, the remaining content shall remain unaffected. The partners are obliged to each other to replace any invalid provision with one that comes as close as possible to the economically intended purpose. The same applies to gaps.
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