Current Articles of Association of Legal Finance SE

Status: 27.09.2023

§ 1 Company
The name of the Company is Legal Finance SE. It has its registered office in Frankfurt am Main.
§ 2 Duration of the Company and Financial Year
The Company is established for an indefinite period. The financial year shall be the calendar year.
§ 3 Object of the Company
The object of the company is the acquisition, sale and holding and management of participations in companies, financial products, companies of any kind as well as real estate, rights equivalent to real estate, real estate of any kind as well as contracts and assets for its own account in its own name, with the exception of transactions or activities which require a permit pursuant to the German Banking Act (KWG) as well as the provision of consultancy services of any kind which do not require a permit.

The Company is entitled to establish subsidiaries in Germany and abroad, to set up branches, to acquire interests in other companies or to acquire such companies, to transfer their operations in whole or in part to the Company or to affiliated companies, to conclude inter-company agreements and to undertake all transactions and measures which appear suitable to serve the object of the Company.

The Company is authorised to take all measures which are directly or indirectly connected therewith and which serve to promote the business purpose directly or indirectly.
§ 4 Announcements
The Company shall publish its announcements exclusively in the electronic Federal Gazette.
§ 5 Shares
The nominal amount of the Company's share capital is EUR 3,000,000.00 (in words: three million euros). It is divided into 3,000,000 par value shares of EUR 1.00 each.

All shares in the Company are bearer shares.

In the event of an increase of the share capital, the profit participation of new shares may be determined in deviation from § 60 AktG.

The Company is entitled to certify shares in individual or collective certificates (global certificates). The managing directors shall determine the form of the share certificates as well as the dividend and renewal coupons. The shareholder's claim to securitisation of his share is excluded. The right of the shareholder to the issue of dividend and renewal coupons is also excluded.

The Managing Director shall be authorised, with the consent of the Board of Directors, to increase the share capital of the Company on one or more occasions until 25 July 2028 by a total of up to EUR 1,500,000.00 (in words: one million five hundred thousand euros) by issuing up to 1,500,000 new no-par value bearer shares against contributions in cash and/or in kind (Authorised Capital 2023/I). The new shares are to be offered to the shareholders for subscription (also by way of indirect subscription pursuant to § 186 para. 5 of the Stock Corporation Act). However, the Managing Director shall be authorised, with the consent of the Board of Directors, to exclude the shareholders' statutory subscription right in the following cases:

- for fractional amounts,

- in the case of cash capital increases, if the issue price of the new shares is not significantly lower than the stock exchange price of the shares already listed and the calculated share of the share capital represented by the shares issued under exclusion of the subscription right pursuant to section 186 para. 3 sentence 4 of the German Stock Corporation Act does not exceed a total of 10% of the share capital, neither at the time this authorisation becomes effective nor at the time it is exercised. This limit of 10% of the share capital shall include shares that (i) are issued or sold during the term of this authorisation under exclusion of subscription rights in direct or analogous application of section 186 para. 3 sentence 4 of the German Stock Corporation Act and (ii) are used to service bonds with conversion or option rights or conversion or option obligations. conversion or option obligations, insofar as the bonds are issued after this authorisation becomes effective in corresponding application of § 186 para. 3 sentence 4 of the German Stock Corporation Act with the exclusion of shareholders' subscription rights.

- in the case of capital increases against contributions in kind for the purpose of acquiring (also indirectly) companies, parts of companies, participations in companies or other assets or claims to the acquisition of assets including claims against the Company or its Group companies,

- to the extent necessary to grant holders of bonds with conversion or option rights or with conversion or option obligations, which have been or will be issued by the Company or its direct or indirect subsidiaries, subscription rights to new no-par value registered shares of the Company to the extent to which they would be entitled as shareholders after exercising the option or conversion rights or after fulfilment of the conversion or option obligations,

- for the purpose of listing the Company's shares on a foreign stock exchange and in this context also to service an over-allotment option granted to the underwriters. The sum of the shares issued under this authorisation with the exclusion of the shareholders' subscription rights against contributions in cash and/or in kind may not account for more than 10% of the share capital at the time this authorisation becomes effective. Shares shall be counted towards this limit which (i) are issued or sold during the term of this authorisation under exclusion of subscription rights in direct or analogous application of section 186 para. 3 sentence 4 of the German Stock Corporation Act and which (ii) are or can or must be issued to service bonds with conversion or option rights or conversion or option obligations, provided that the bonds are issued after this authorisation takes effect in analogous application of section 186 para. 3 sentence 4 of the German Stock Corporation Act under exclusion of shareholders' subscription rights. The Managing Director is further authorised, with the consent of the Board of Directors, to determine the further details of the implementation of capital increases from the Authorised Capital 2023/I. The Board of Directors is authorised to amend the wording of the Articles of Association after the full or partial implementation of the increase of the share capital from the Authorised Capital 2023/I or after the expiry of the authorisation period in accordance with the respective utilisation of the Authorised Capital 2023/I.
§ 6 Composition of the Executive Directors
The Board of Directors shall appoint one or more persons as executive directors. To the extent that executive directors are members of the Board of Directors, the majority of the Board of Directors must consist of non-executive directors.
§ 7 Representation of the Company
The company shall be represented by two managing directors jointly or by one managing director together with an authorised signatory. If there is only one managing director, he/she shall represent the Company alone. The board of directors may grant one or more managing directors sole power of representation even if several managing directors have been appointed. The board of directors may exempt all or individual managing directors from the prohibition of multiple representation pursuant to § 181 BGB. However, § 112 AktG remains unaffected.
§ 8 Management
The Managing Directors shall conduct the business of the Company in accordance with the law and these Articles of Association.
§ 9 Composition of the Board of Directors
The Board of Directors of the Company shall consist of one or more persons.If the Board of Directors consists of more than one member, a Chairman and a Deputy Chairman shall be appointed.
§ 10 Term of office, resignation
The term of office of the members of the Board of Directors shall end with the conclusion of the General Meeting which resolves on the discharge for the fourth business year after the beginning of the term of office. The business year in which the term of office begins shall not be counted. However, the term of office of a member of the Board of Directors shall end no later than six years after his appointment.

The members of the Board of Directors may resign from office by written declaration addressed to the Executive Director. Resignation at an inopportune moment shall not be permitted.

The General Meeting may remove a member of the Board of Directors by a simple majority of the votes cast.
§ 11 Place and Convening of the General Meeting
The general meeting shall be held at the registered office of the Company or at the seat of a stock exchange in the European Union or in a place in the European Union with at least 50,000 inhabitants.

It shall be convened by the Board of Directors.

Notice of the meeting must be given at least 30 days before the date of the meeting. The day of publication or dispatch of the invitation and the day of the general meeting shall not be counted.  
§ 12 Chairmanship of the General Meeting
The general meeting shall be chaired by the chairman of the board of directors or, if he is unable to do so, by his deputy. If both the Chairman of the Board of Directors and his deputy are prevented, the Chairman shall be elected by the General Meeting.
§ 13 Adoption of resolutions
Each share grants one vote at the general meeting. The voting right may be exercised by proxy. The proxy shall be granted in writing, by fax or by an electronic means to be determined by the Company.

The resolutions of the general meeting shall be adopted by a simple majority of the votes cast and, if the law prescribes a capital majority in addition to the majority of votes, by a simple majority of the share capital represented at the time of the adoption of the resolution, unless mandatory statutory provisions provide otherwise.

Minutes shall be taken of the resolutions and signed by the chairman of the general meeting. The statutory provisions concerning notarial minutes of the general meeting shall remain unaffected.
§ 14 Amendments to the Constitution
The Board of Directors is authorised to adopt amendments to the Articles of Association that affect only the wording.
§ 15 Formation costs
The founders bear the founding costs.
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