Articles of Association
of Kardex AG in Zurich from 24 May 2007.
[Inofficial English Translation of the Original German Version of the Articles of Association]
I. Name, registered office, duration and objective of the company
§ 1
Under the name
Kardex AG
(Kardex SA)
(Kardex Ltd)
a limited company is hereby incorporated for an indefinite duration with registered office in Zurich, Canton of Zurich, pursuant to Art. 620 et seq. of the Swiss Code of Obligations (SCO).
§ 2
The objective of the company is to invest in businesses of all kinds both in Switzerland and abroad, in particular for the manufacture and distribution of computer-controlled automatic warehousing systems and other products for office and industrial use.
The company may enter into financing and all other transactions which appear conducive to the attainment of the corporate objective.
II. Share capital
§ 3
The share capital of the company amounts to CHF 75’970’615.50, divided into 5’627’453 bearer shares with a par value of CHF 13.50 each. The shares are fully paid in.
Instead of individual shares, the Board of Directors may issue certificates representing a number of shares.
The General Meeting may at any time decide to convert bearer shares into registered shares and vice versa; bearer shares and registered shares may also be issued simultaneously.
§ 3a
The share capital of the company pursuant to Art. 3 of the Articles of Association is increased by a maximum amount of CHF 12’150’000.00 by the issue of not more than 900’000 fully paid-in bearer shares with a par value of CHF 13.50 each by the exercise of conversion and/or option rights granted in connection with bond issues or other financial marketing instruments of the company or one of its group companies. The shareholders have no subscription right. The holders of convertible and/or option rights are entitled to subscribe to the new shares. The conversion and/or option conditions are determined by the Board of Directors.
The holders of bearer shares have a right of pre-emption when such convertible and option loans are issued. The shares newly issued when the convertible or option rights are exercised are not available to the other shareholders, but only to the holders of the convertible or option rights.
§ 4
A purchaser of shares in the company is obliged to submit a public purchase offer pursuant to Art. 32 of the Federal Stock Exchange and Securities Trading Act only if a limit value of 49% of the voting rights in the company is exceeded.
III. Organisation of the company
§ 5
The governing and executive bodies of the company are:
A. The General Meeting
B. The Board of Directors
C. The Auditors
A. General Meeting
§ 6
The General Meeting of shareholders is the supreme governing body of the company.
It has the following non-transferable powers in particular:
- amendment of the Articles of Association
- approval of the annual report, the annual financial statements and the consolidated financial statements after a prior report by the Board of Directors and the auditors
- resolution on the appropriation of the balance-sheet profit
- granting a discharge to the members of the Board of Directors and Managing Board
- election of the members of the Board of Directors, the statutory auditors and the group auditors
- decision on mergers and on the winding up and liquidation of the company, including the appointment of liquidators and the approval of the liquidation statement
- resolution on proposals which are placed before the General Meeting by the Board of Directors, the auditors or shareholders and on all other matters which are reserved for the General Meeting by law or by the Articles of Association
Shareholders who represent shares with a par value of CHF 1 million may make a written request for an item to be placed on the agenda, stating the motions tabled by them. Any such motion must be submitted to the Board of Directors no later than 60 days before the General Meeting.
No resolutions may be passed on proposals which have not been suitably announced, except for proposals to convene an extraordinary General Meeting or to perform a special audit.
§ 7
The ordinary General Meeting is held annually within six months of the end of the financial year at the registered office of the company or at any other place determined by the Board of Directors.
Extraordinary General Meetings may be convened by the Board of Directors or at the request of the auditors; such meetings must be convened by the Board of Directors within eight weeks if requested in writing by one or more shareholders representing at least one-tenth of the share capital, stating the agenda item and the requests.
§8
The General Meeting is convened by publication of the invitation to attend in the organ for official publications not less than 20 days before the date on which the meeting is due to be held.
The invitation to attend must contain the agenda and the requests of the Board of Directors and shareholders who have asked for a General Meeting to be held or for a particular item to be placed on the agenda.
§ 9
The Board of Directors makes provision in the invitation for admission cards to the General Meeting to be issued against depositing of the shares.
Shareholders may arrange to be represented at the General Meeting by a written power of attorney.
§ 10
Each share entitles the holder to one vote.
§ 11
The General Meeting passes its resolutions and holds its elections by an absolute majority of the votes represented, save where otherwise stipulated by binding provision of the law or Articles of Association. If votes are tied, the Chairman has the casting vote.
A vote on requests and nominations for elections takes place in public unless shareholders who together represent at least two percent of all the votes represented ask for a secret ballot or the Chairman orders such a ballot.
§ 12
The General Meeting is chaired by the Chairman of the Board of Directors or, in his/her absence, by the Vice-Chairman or another member of the Board of Directors.
The Chairman appoints the Secretary and the vote counters.
The minutes are signed by the Chairman, the Secretary and the vote counters, after which it is deemed to have been approved. The shareholders are entitled to inspect the minutes.
B. Board of Directors
§ 13
The Board of Directors consists of three to seven members.
The term of office of each member of the Board of Directors is three years. Re-election is permitted without restriction. If by-elections are held, new members serve out the term of office of their predecessors.
§ 14
The Board of Directors elects one of its members to serve as Chairman and another to serve as Vice-Chairman, in each case for a term of one year. It is entitled to appoint a committee from among its members and to delegate certain powers to that committee or to individual members (directors).
The Board of Directors adopts organizational regulations.
§ 15
The Board of Directors meets at the invitation of the Chairman or the member who is representing for him/her as a rule four times a year, as well as at the request of one of its members.
Resolutions may be passed by circular letter if they are approved unanimously and no member asks for a verbal deliberation.
The Board of Directors is quorate if the majority of the members of the Board of Directors is present. If a resolution is passed by circular letter, the votes of a majority of the Board members must be cast.
Resolutions are passed and elections decided by a majority of the votes cast. If votes are tied, the Chairman has the casting vote.
Minutes of the proceedings and resolutions of the Board of Directors are written and signed by the Chairman and Secretary. The Secretary is appointed by the Board of Directors and need not necessarily be a member of the Board.
§ 16
The Board of Directors passes resolutions on all matters which are not reserved by the law or Articles of Association for other governing bodies of the company.
The Board of Directors has the following irrevocable and non-transferable duties:
- Strategic management of the company and issuing of the necessary directives
- Determination of the organisation
- Definition of the accounting system, financial control and financial planning
- Appointment and dismissal of the persons responsible for management and representation and definition of their signatory powers
- Strategic supervision of the persons responsible for management with particular reference to compliance with the laws, Articles of Association, regulations and directives
- Preparation of the annual report and the General Meeting and implementation of its resolutions
- Giving notice to the judge if the company has contracted excessive debts
- Resolutions on share capital increases and resulting amendments to the Articles of Association
§ 17
Members of the Board of Directors receive a fixed fee for their activities which is determined by the Board of Directors.
The Board of Directors may also agree to pay appropriate compensation to individual members for special services rendered.
C. Auditors
§ 18
The General Meeting elects a suitably qualified trustee or audit company to serve as the auditors for a term of office of one year. The powers and obligations of the auditors are governed by the provisions of Art. 728 et seq. of the Swiss Code of Obligations.
The auditors must at the same time audit the consolidated financial statements.
IV. Annual financial statements and appropriation of profit
§ 19
The books and annual financial statements are closed with effect from 31 December every year.
§ 20
The balance sheet profit is placed at the free disposal of the General Meeting, subject to the statutory provisions.
§ 21
The dividend is paid out after the annual financial statements have been approved by the General Meeting.
Dividends unclaimed within five years after the due date accrue to the statutory reserve fund.
§ 22
In addition to the general compulsory reserve fund, the General Meeting may also resolve to set up and write back voluntary reserves.
V. Winding up and liquidation
§ 23
A decision to wind up and liquidate the company requires the consent of at least two-thirds of the votes carried by the shares which are represented.
§ 24
The provisions of the Swiss Code of Obligations apply to the liquidation procedure. The liquidators are entitled to sell the assets of the company by private contract.
VI. Organs for publication
§ 25
The organ for official publications is the Swiss Official Journal of Commerce. The Board of Directors may determine other organs for publication.
VII. Transitional provision
§ 26
According to the merger agreement of March 18, 2004, the Corporation acquires in the sense of Art. 748 of the Swiss Code of Obligations all corporate assets of Tuxedo Invest AG, Zug, with assets in the amount of CHF 93’273’284 and liabilities in the amount of CHF 31’823’284 pursuant to the merger balance sheet as of May 5, 2004. As consideration for the net book value of CHF 61,450,000 and in exchange for their 1,629,953 registered shares at par value of CHF 0.10, Tuxedo Invest AG’s shareholders receive 1,629,953 fully paid-in bearer shares in Kardex AG, Zurich, at par value of CHF 14.24.
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