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 Fiscal Year
The Company is established for an indefinite period. The financial year is the calendar year.
§ 3 Object of the Company
The object of the Company is the acquisition, disposal and holding and management of equity interests 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 that require a permit pursuant to the German Banking Act (KWG) as well as the provision of consulting services of any kind that 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 that appear suitable to serve the object of the Company.

The Company is authorized to take all measures that are directly or indirectly related to this and serve to promote the business purpose directly or indirectly.
§ 4 Announcements
The Company publishes its announcements exclusively in the electronic Federal Gazette.
§ 5 Shares
The nominal amount of the Company's capital stock 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 of the Company are bearer shares.

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

The Company is authorized 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 coupons and renewal coupons. The shareholder's claim to securitization of his share is excluded. Likewise, the shareholder's claim to the issuance of dividend coupons and renewal coupons is excluded.

The Executive Director is authorized, with the approval of the Board of Directors, to increase the share capital of the Company on one or more occasions on or before July 25, 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 cash contributions and/or contributions in kind (Authorized Capital 2023/I). The new shares are to be offered to the shareholders for subscription (also by way of indirect subscription pursuant to Art. 186 par. 5 AktG). However, the Executive Director is authorized, with the approval of the Board of Directors, to exclude shareholders' statutory subscription rights in the following cases:

- for fractional amounts,

- in the case of capital increases against cash contributions, if the issue price of the new shares is not significantly lower than the stock market price of the shares already listed and the calculated proportion of the capital stock represented by the shares issued with exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) does not exceed a total of 10% of the capital stock, either at the time this authorization becomes effective or at the time it is exercised. This limit of 10% of the capital stock shall include shares which (i) are issued or sold during the term of this authorization under exclusion of subscription rights in direct or analogous application of Section 186 (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 authorization becomes effective in corresponding application of Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) with the exclusion of shareholders' subscription rights.

- in the case of capital increases against contributions in kind for the purpose of acquiring (including indirectly) companies, parts of companies, interests 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 fulfillment of the conversion or option obligations,

- for the purpose of listing the shares of the Company on a foreign stock exchange and in this connection also to service an over-allotment option granted to the underwriters. The sum of the shares issued against cash and/or non-cash contributions under this authorization with the exclusion of shareholders' subscription rights may not account for more than 10% of the capital stock in total at the time this authorization takes effect. This limit shall include shares which (i) are issued or sold during the term of this authorization with exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act and which (ii) are or may be issued or must be issued to service bonds with conversion or option rights or conversion or option obligations, insofar as the bonds are issued after this authorization takes effect in analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act with exclusion of shareholders' subscription rights. The Executive Director is further authorized, with the approval of the Board of Directors, to determine the further details of the implementation of capital increases from Authorized Capital 2023/I. The Board of Directors is authorized to amend the wording of the Articles of Association after full or partial implementation of the capital stock increase from Authorized Capital 2023/I or after expiry of the authorization period in accordance with the respective utilization of Authorized 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 members.
§ 7 Representation of the Company
The Company shall be represented by two managing directors jointly or by one managing director together with an authorized signatory. If there is only one managing director, he or she shall represent the Company alone. The Board of Directors may grant one or more managing directors individual power of representation even if several managing directors have been appointed. The Administrative Board may exempt all or individual managing directors from the prohibition on multiple representation pursuant to Section 181 of the German Civil Code. § However, Section 112 AktG shall remain 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 Vice-Chairman shall be appointed.
§ 10 Term of office, resignation
The term of office of the members of the Board of Directors shall end at the close of the Annual General Meeting which resolves on the formal approval of their acts for the fourth financial year following the beginning of their term of office. The fiscal year in which the term of office begins is not included. However, the term of office of a member of the Board of Directors shall end no later than six years after his appointment.

Members of the Board of Directors may resign from office by written declaration addressed to the Executive Director. Resignation at an untimely date is inadmissible.

The Annual 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 Annual General Meeting
The Annual General Meeting shall be held at the Company's registered office or at the registered office of a stock exchange in the European Union or in a place in the European Union with at least 50,000 inhabitants.

It is convened by the Board of Directors.

The invitation must be issued at least 30 days before the date of the meeting. The day of publication or dispatch of the invitation and the day of the Annual General Meeting are not included in this calculation.  
§ Section 12 Chairmanship of the Annual General Meeting
The General Meeting shall be chaired by the Chairman of the Board of Directors; if he is unable to do so, by his deputy. If both the Chairman of the Board of Directors and his Deputy are unable to attend, the Chairman shall be elected by the General Meeting.
§ 13 Adoption of resolutions
Each share entitles the holder to one vote at the Annual General Meeting. Voting rights may be exercised by proxy. The proxy must be issued in writing, by fax or by an electronic means to be specified by the Company.

Unless otherwise required by law, resolutions of the Annual General Meeting shall be adopted by a simple majority of the votes cast and, if the law requires a capital majority in addition to a voting majority, by a simple majority of the capital stock represented at the time the resolution is adopted.

Minutes shall be taken of the resolutions and signed by the Chairman of the Annual General Meeting. The statutory provisions concerning notarial minutes of the Annual General Meeting shall remain unaffected.
§ 14 Amendments to the Constitution
The Board of Directors is authorized to adopt amendments to the Articles of Association that affect only the wording.
§ 15 Formation costs
The start-up costs are borne by the founders.
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