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Register of deeds no by act50979

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									Register of deeds no.           1974 /K/2008/ASS
STAMMAZ 2004:00531 REFERENCE 53033
F:\TRINOTAR\TEXT\BRIEFE\3.DOC




         Certification in accordance with section 181(1) sentence 2 of the
               Aktiengesetz (AktG – German Stock Corporation Act)

The following provisions represent the full text of the Articles of Incorporation
of

                                  Süss MicroTec AG
                                domiciled in Garching,

which is entered in the commercial register of Munich Local Court under
number HRB 121347.


I certify that the amended provisions of the Articles of Incorporation
correspond to the resolution on the amendment of the Articles of
Incorporation dated June 19, 2008 and that the provisions of the Articles of
Incorporation that have not been amended correspond to the full text of the
Articles of Incorporation, dated February 6, 2008, most recently filed with the
commercial register (register of deeds no. 329 / K / 2008).


Munich, June 19, 2008



                                       Dr. Kössinger, Notary Public
            Articles of Incorporation of Süss MicroTec AG

                               A. General Provisions



                                      Article 1
                           Company Name, Domicile



(1) The Company's name is:
                               "Süss MicroTec AG"

(2) The Company’s domicile is Garching.



                                      Article 2
                            Purpose of the Company

(1) The purpose of the Company is the development, manufacture, and sale of
   equipment     for   microtechnology     manufacturing   processes,   particularly
   laboratory,   production,    and    testing    equipment   and   systems      for
   microelectronics and microsystems technology.


(2) To this end, the Company may perform its business activities via subsidiaries,
   joint ventures, and equity investments and may also negotiate intercompany
   and cooperation agreements with other companies.



                                      Article 3
                                    Fiscal Year

   The fiscal year is the calendar year.
                                            -2-


                                         Article 4
                             Notices and Announcements


(1) Notices of the Company are published in the electronic Bundesanzeiger
       (Federal Gazette), unless the law requires publication in a different
       publication medium.


(2) Information for the Company's shareholders and other holders of securities
       that have been issued by the Company and have been admitted to trading
       on a regulated market within the meaning of section 1(5) of the
       Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) can also
       be sent using electronic media.



                             B. Share Capital and Shares;
                    Authorized Capital and Contingent Capital

                                         Article 5
                                    Share Capital


(1) The Company's share capital is EUR 17,019,126.00 (in words: seventeen
    million nineteen thousand one hundred and twenty six euros) and is
    composed of 17,019,126 ordinary shares taking the form of no-par value
    shares.

(2) By way of a resolution adopted by the Shareholder Meeting on June 19,
    2008, the Management Board is authorized to increase the Company’s share
    capital on one or more occasions in the period up to June 19, 2013, with the
    approval of the Supervisory Board, by up to a total of EUR 4,254,775 by
    issuing up to 4,254,775.00 new no-par value shares against cash or non-
    cash contributions (Authorized Capital 2008). Ordinary shares and/or non-
    voting preferred shares may be issued in each case. The Management
    Board is also authorized to disapply the shareholders' pre-emptive rights,
    with the approval of the Supervisory Board. However, shareholders' pre-
    emptive rights may only be disapplied in the following cases:

   -     if the shares are issued in order to acquire companies, equity interests in
         companies, or business units;
   -     in the case of fractions;
   -     if shares are issued at an issue price that is not significantly lower than
         the stock market price and the disapplication of pre-emptive rights only
         applies to new shares whose notional value does not exceed 10% of the
         share capital, i.e., EUR 1,701,912.00; the disapplication of the pre-
         emptive rights on the basis of other authorizations under section 186(3)
                                         -3-


       sentence 4 of the AktG must be taken into account with respect to
       whether the 10% limit has been utilized;
   -   to the extent that it is necessary to grant holders of convertible bonds or
       convertible profit participation certificates or warrants pre-emptive rights to
       new shares in the amount to which they would be entitled as shareholders
       after exercising their conversion or option rights;

   The Management Board shall determine the further content of the rights
   conveyed by the shares and the terms and conditions of the share issue with
   the approval of the Supervisory Board.


(3) The share capital has been increased contingently by up to EUR 374,000 by
    the issue of up to 374,000 no-par value shares (Contingent Capital 2002/I).
    The contingent capital increase will only be implemented to the extent that

   -   the holders or creditors of convertible bonds or warrants relating to
       warrants or convertible bonds to be issued from June 14, 2002 up to
       June 14, 2007 by the Company and/or companies in which it holds a
       direct or indirect majority interest in accordance with the authorization
       resolved by the Shareholder Meeting exercise their conversion or option
       rights, or
   -   the holders or creditors of convertible bonds to be issued from June 14,
       2002 up to June 14, 2007 by the Company or companies in which it holds
       a direct or indirect majority interest in accordance with the authorization
       resolved by the Shareholder Meeting who are under a conversion
       obligation comply with such obligation.

   The new shares carry dividend rights from the beginning of the fiscal year in
   which they are issued as a result of the exercise of conversion or option
   rights, or as a result of compliance with conversion obligations.

   The Management Board is authorized, with the approval of the Supervisory
   Board, to determine the further content of the rights attached to the shares
   and the further details of the implementation of the conditional capital
   increase.


(4) The share capital has been contingently increased by up to EUR 44,842,
    representing the issue of 44,842 no-par value bearer shares ("ordinary
    shares") (Contingent Capital 2002/II). In accordance with the resolution of
    the Shareholder Meeting dated June 14, 2002 Contingent Capital 2002 II
    serves to grant stock options (stock option rights) to members of the
    Company's Management Board, affiliated companies within the meaning of
    sections 15 ff. of the AktG and second-tier senior executives of the Company
    and affiliated companies (senior executives) within the meaning of sections
    15 ff. of the AktG. The contingent capital increase shall be implemented only
    to the extent that holders of stock options that the Management Board and/or
    Supervisory Board was authorized to issue by the Shareholder Meeting and
    that were issued by the Company on the basis of the authorizing resolution
    for the Stock Option Plan 2002 adopted by the Shareholder Meeting on June
    14, 2002 exercise their options. The new shares stemming from the exercise
                                          -4-


       of these options carry dividend rights from the beginning of the fiscal year in
       which they are issued.

(5) The share capital has been increased contingently by up to
    EUR 3,300,000.00 by the issue of up to 3,300,000 shares (Contingent
    Capital 2004). The contingent capital increase will only be implemented to
    the extent that

   -     holders or creditors of convertible bonds or warrants attached to the
         convertible bonds or warrants to be issued from Wednesday, June 16,
         2004 up to Tuesday, June 16, 2009 by the Company or companies in
         which it holds a direct or indirect majority interest in accordance with the
         authorization resolved by the Shareholder Meeting exercise their
         conversion or option rights, or
   -     holders or creditors of convertible bonds to be issued from Wednesday,
         June 16, 2004 up to Tuesday, June 16, 2009 by the Company or
         companies in which it holds a direct or indirect majority interest in
         accordance with the authorization resolved by the Shareholder Meeting
         who are under a conversion obligation comply with such obligation.

       The new shares carry dividend rights from the beginning of the fiscal year in
       which they are issued as a result of the exercise of conversion or option
       rights, or as a result of compliance with conversion obligations; in derogation
       of this the Management Board can, with the approval of the Supervisory
       Board, determine that the new shares carry dividend rights from the
       beginning of the fiscal year for which no resolution has yet been adopted by
       the Shareholder Meeting on the appropriation of retained profits at the date
       on which the conversion or option rights were exercised or the conversion
       obligations were complied with

       The Management Board is authorized, with the approval of the Supervisory
       Board, to determine the further content of the rights attached to the shares
       and the further details of the implementation of the contingent capital
       increases.


(6) The Company's share capital has been contingently increased by up to
    EUR 750,000.00, representing the issue of a total of up to 750,000 no-par
    value bearer shares (Contingent Capital 2005). The contingent capital
    increase will only be implemented to the extent that the holders of option
    rights that were issued under the Stock Option Plan 2005 exercise their
    option rights. The new shares carry dividend rights from the beginning of the
    fiscal year in which they are issued as a result of the exercise of the options.
    The Management Board of the Company is authorized, with the approval of
    the Supervisory Board, to establish the further details of the implementation
    of the contingent capital increase.

(7) The Company's share capital has been contingently increased by up to
    EUR 900,000.00, representing the issue of a total of up to 900,000 no-par
    value bearer shares (Contingent Capital 2008 I). The contingent capital
    increase will only be implemented to the extent that the holders of option
    rights that were issued under the Stock Option Plan 2008 exercise their
                                        -5-


    option rights. The new shares carry dividend rights from the beginning of the
    fiscal year in which they are issued as a result of the exercise of the options.
    The Management Board of the Company is authorized, with the approval of
    the Supervisory Board, to establish the further details of the implementation
    of the contingent capital increase.


                                     Article 6
                                     Shares

(1) The shares of the Company are bearer shares.

(2) The Management Board determines the form and content of the share
    certificates with the approval of the Supervisory Board. The Company may
    combine individual shares into share certificates representing multiple shares
    (global shares, global certificates). Shareholders are not entitled to claim
    physical certification of shares or of any coupons and renewal coupons, in so
    far as these are not required to be granted by the rules applying on a stock
    exchange on which the shares are listed.

(3) The provisions of subsection 2(1) also apply to coupons and renewal
    coupons as well as to bonds and interest and renewal coupons.




                          C. The Management Board


                                     Article 7
                    Composition and Conduct of Business

(1) The Management Board consists of a minimum of two persons. The
    Supervisory Board determines the number of members of the Management
    Board.

(2) The members of the Management Board are appointed and removed by the
    Supervisory Board. The Supervisory Board may appoint a member of the
    Management Board as the Chairman of the Management Board and a
    further member as Deputy Chairman.

(3) The Management Board shall draw up by-laws for itself with the approval of
    the Supervisory Board, insofar as the Supervisory Board does not exercise
    its powers in this respect.
                                          -6-


                                       Article 8
                                   Representation

The Company is represented by two members of the Management Board jointly
or by one member together with a Prokurist (authorized signatory).


                             D. The Supervisory Board

                                     Article 9
         Composition, Term of Office, Tasks, and Confidentiality



(1) The Company’s Supervisory Board consists of three members who are
    elected by the Shareholder Meeting.

(2) The members of the Supervisory Board are elected for the period ending with
    the conclusion of the Shareholder Meeting resolving on the approval of the
    activities of the Supervisory Board for the fourth fiscal year following the
    beginning of their term of office, unless a shorter term of office is specified in
    the resolution. The fiscal year in which their term of office begins shall not be
    included. If a member of the Supervisory Board leaves before the end of his or
    her term of office, the election of his or her successor, subject to the
    provisions of subsection (3), shall be effective only in respect of the remainder
    of the term of office of the member, unless the Shareholder Meeting decides
    on a longer term of office (which however, may not be longer than the term
    stipulated in sentence 1).

(3) When electing a Supervisory Board member, an alternate member may be
    elected at the same time; the latter then succeeds to the Supervisory Board if
    the Supervisory Board member concerned leaves the Supervisory Board prior
    to the end of his or her term of office. The term of office of an alternate
    member who has joined the Supervisory Board as a replacement shall expire
    as soon as a successor is appointed for the member who has left the
    Supervisory Board, but no later than the end of the term of office of the
    member of the Supervisory Board who has left.

(4) Any member of the Supervisory Board and any alternate member may resign
    from office without good cause at any time subject to a notice period of at least
    one month by submitting a declaration in writing to the Chairman of the
    Supervisory Board and the Management Board. Compliance with this notice
    period may be waived with the approval of the Chairman of the Supervisory
    Board. Resignation may take place with immediate effect in cases of good
    cause.

(5) The members of the Supervisory Board must not disclose confidential
    information and secrets that have been become known to them in the course
    of their activities for the Supervisory Board – even after they have left office. If
    a member of the Supervisory Board wishes to pass information on to third
    parties and it is not absolutely certain that the information is not confidential or
                                             -7-


      that it does not relate to Company secrets, he or she must inform the
      Chairman of this in advance and give the latter the opportunity to express an
      opinion.

   (6) Departing members of the Supervisory Board must return all confidential
       documents belonging to the Company in their possession to the Supervisory
       Board Chairman.

   (7) The Supervisory Board is endowed with all the rights and duties assigned to it
       by the law, by the Articles of Incorporation, or by other means. The members
       of the Supervisory Board are not bound by orders and instructions.

   (8) The Supervisory Board may draw up by-laws for the Management Board in
       which it specifies the need to obtain its approval for certain types of
       transactions by the Company or companies under its control, especially
       transactions that fundamentally change the Company’s earnings prospects or
       its risk position. If the Management Board draws up by-laws for itself in
       accordance with Article 7(3), the Supervisory Board may only approve these if
       they contain a catalogue of transactions requiring approval as described in
       sentence 1. In addition, the Supervisory Board may resolve that additional
       transactions require its approval.

   (9) The Supervisory Board is authorized to make amendments to these Articles of
       Incorporation that concern the wording only.


                                        Article 10
                         Chairman of the Supervisory Board

(1) The Supervisory Board elects a Chair and a Deputy Chair from among its
    members.

(2) The election is held in the first meeting of the Supervisory Board following the
    Shareholder Meeting in which the Supervisory Board members to be elected by
    the Shareholder Meeting have been appointed.

(3) If no simple majority is achieved in the first round of voting in the elections for the
    Chair or the Deputy Chair, then a second round is held with the two candidates
    who received the greatest number of votes. If the second vote also results in a
    tie, the older member of the Supervisory Board shall have the casting vote.

(4) Should the Chairman of the Supervisory Board leave office before his or her term
    is over, this does not affect the duration of the term of office of the Deputy
    Chairman. The same is true in the reverse. If the Chairman or a Deputy
    Chairman of the Supervisory Board leaves office prior to the end of his or her
    term of office, the Supervisory Board must immediately hold an election to
    replace him or her for the remainder of his or her term of office.

(5) The Supervisory Board may draw up by-laws for itself within the framework of the
    legal provisions and these Articles of Incorporation.
                                           -8-




                                     Article 11
                           Supervisory Board Meetings

(1) Supervisory Board meetings are convened by the Chairman or his or her deputy
    if the Chairman is prevented from doing so. Meetings can be convened in writing,
    by telex, fax, telephone, telegraph, or by e-mail. Fourteen days' notice must be
    given when convening meetings. The date of dispatch of the invitation and the
    date of the meeting itself do not count when calculating the notice period. In
    urgent cases, the Chairman is entitled to shorten the notice period. The Chairman
    may cancel or reschedule a meeting that has been convened.

(2) The agenda must be announced together with the invitation. Proposed
    resolutions must be sent in enough time and in such a form that votes may be
    cast in writing.

(3) Additions or amendments to the agenda made after the end of the convening
    period are permitted if no member of the Supervisory Board objects.

(4) The Supervisory Board is quorate if all members take part in the resolution
    process. Absent members of the Supervisory Board can cast their votes in writing
    by giving them to another member of the Supervisory Board for submission. A
    member shall also be deemed to take part in the voting if he or she abstains from
    voting.


                                     Article 12
                         Supervisory Board Resolutions

(1) Resolutions of the Supervisory Board shall generally be adopted during
    meetings. The Chairman shall determine the order in which items on the agenda
    are addressed, as well as the manner of voting.1

   Resolutions on agenda items that were not communicated when the meeting was
   convened may only be adopted if no members objector in cases of particular
   urgency. In cases of additions to the agenda, absent members must be given an
   opportunity to subsequently object to the passing of the resolution within a
   reasonable period of time to be set by the Chairman; the resolution shall only
   take effect if none of the absent members of the Supervisory Board object within
   the period of time set by the Chairman.

(2) Resolutions by the Supervisory Board require a simple majority of votes cast,
    unless the law requires a different majority.

(3) Resolutions outside meetings may be passed in writing, by telegraph, telex, fax,
    or by e-mail if specified in individual cases by the Chairman. Votes cast over the
    telephone must be immediately confirmed in writing, by telex, fax, or telegraph by
                                           -9-


   the member of the Supervisory Board casting the vote. Resolutions adopted
   outside meetings are adopted in writing by the Chairman and circulated to all
   members.

(4) Minutes must be taken of Supervisory Board meetings and must be signed by the
    Chairman. The minutes shall document the place and date of the meeting, the
    participants, the topics on the agenda, the main points of the discussions and the
    resolutions by the Supervisory Board. All members of the Supervisory Board are
    to be sent a copy of the minutes signed by the Chairman, or his or her deputy if
    the Chairman is prevented from doing so.

(5) In the case of resolutions adopted outside of meetings, subsection 4 applies with
    the proviso that the manner in which the resolution passed shall also be included.

(6) The Chairman is authorized to submit and accept declarations that are required
    for the implementation of resolutions by the Supervisory Board and its
    committees insofar as the implementation is the responsibility of the Supervisory
    Board. These powers shall be given to the Deputy Chairman if the Chairman is
    prevented from doing so.



                                     Article 13
                                   Compensation


(1) The members of the Supervisory Board shall receive the following fixed
    compensation:

   (a) Chairman of the Supervisory Board: EUR 45,000.00,
   (b) Deputy Chairman of the Supervisory Board: EUR 40,000.00,
   (c) Member of the Supervisory Board: EUR 35,000.00.

   If a member belongs to the Supervisory Board for only part of a fiscal year, the
   compensation shall be determined on a pro rata basis.

(2) In addition, the members of the Supervisory Board shall receive EUR 1,500.00
    for each meeting of the Supervisory Board attended.

(3) The members of the Supervisory Board are entitled to claim out-of-pocket
    expenses incurred in the exercise of their office as well as any VAT accrued on
    such expenses or the Supervisory Board compensation, insofar as they are
    entitled to, and exercise the right to, invoice the VAT separately to the Company.
                                           -10-


                            E. The Shareholder Meeting


                                       Article 14
     Location of the Shareholder Meeting, Convening, Right of Attendance


(1) The Shareholder Meeting takes place at the Company's domicile or at the
    location of a German stock exchange.

(2) The Shareholder Meeting is convened by the Management Board or, where so
    required by law, by the Supervisory Board. The Shareholder Meeting must be
    convened at least 30 days before the last day on which shareholders can register
    to attend. The date on which the Shareholder Meeting is convened and the last
    day of the registration period (Article 14(3) sentence 2 of the Articles of
    Incorporation are not included here.

(3) Those shareholders who have registered in due time in accordance with
    sentence 2 and have documented their eligibility to attend in accordance with
    sentence 3 are entitled to attend the Shareholder Meeting and exercise their
    voting rights. Registration must be submitted in writing to the location given in the
    invitation or in another form to be specified by the Company in the invitation, or in
    electronic form as specified by the Company in the invitation, at the latest on the
    seventh day before the date of the Shareholder Meeting. Shareholders provide
    proof by way of a certificate of ownership of their entitlement to attend the
    Shareholder Meeting in text form (section 126b of the BGB (German Civil Code))
    in the German language issued by the custodian bank and relating to the start of
    the 21st day before the Shareholder Meeting; this certificate must arrive at the
    location specified in the invitation at the latest on the seventh day before the date
    of the Shareholder Meeting.

(4) Details on how to register, proof of eligibility to participate and the issuing of
    admission tickets shall be notified in the invitation to the Shareholder Meeting.

(5) Voting rights can be exercised by proxies with power of representation. If neither
    a financial institution nor a shareholders’ association has been authorized, such
    proxy must be issued in writing (section 126(1) BGB) or in another form permitted
    by law, especially electronically, specified by the Company. Details on how to
    nominate such proxies will be announced together with the notice convening the
    Shareholder Meeting.

(6) If duly communicated in the invitation to the Shareholder Meeting, the
    chairperson of the meeting may permit the use of electronic media for
    broadcasting and – to the extent permitted by law – participating in the
    Shareholder Meeting.


                                     Article 15
                       Chairing of the Meeting, Resolutions

(1) The Shareholder Meeting is chaired by the Chairman of the Supervisory Board or
    another Supervisory Board member nominated by him. In the event that none of
                                           -11-


   these persons chair the meeting, the meeting chair will be elected by the
   Shareholder Meeting, which will be chaired for this purpose by the oldest
   shareholder present.

(2) Each no-par value share entitles the holder to one vote at the Shareholder
    Meeting.

(3) Insofar as no mandatory legal provisions to the contrary exist, the resolutions of
    the Shareholder Meeting are passed by a simple majority of the votes cast. If a
    majority of the share capital represented during the resolution is required by the
    Aktiengesetz (AktG – German Stock Corporation Act) a simple majority will be
    required and sufficient to pass a resolution unless a greater majority is required
    by law.



                                      F. Accounting




                                        Article 16
                                       Accounting

   Each year, the Management Board must prepare the annual financial statements,
   the consolidated financial statements, and the management reports for the past
   fiscal year and present them to the auditor within the statutory period2.

   In addition, it must submit these documents to the Supervisory Board together
   with the proposal on the utilization of the net retained profits it intends to make to
   the Shareholder Meeting.


                               G. Concluding Provisions



                                        Article 17
                    Amendments to the Articles of Incorporation



   The Supervisory Board can resolve amendments to these Articles of
   Incorporation that concern the wording only.
                                        -12-


                                     Article 18
             Expiry of profit participation certificates, Extinction

Profit participation certificates that are not redeemed within three years of the
expiration of the calendar year in which they become payable are treated as
having expired. The shareholder's right to dividends is extinguished after the
expiration of the aforementioned period; this also applies if no profit participation
certificates were issued.



                                     Article 19
        Formation Expenses and Expenses for Change of Legal Form

(1) The Company was formed by way of the transformation of Karl Süss
    Verwaltungs GmbH and is domiciled in Garching. Karl Süss Verwaltungs
    GmbH bore the costs relating to its formation up to an amount of DM 3,000.00.

(2) Expenses relating to the change of legal form into an Aktiengesellschaft
    (German stock corporation) and for the formation will be borne by the
    Company up to the amount of DM 150,000.00.


                    - End of the Articles of Incorporation -

								
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