SESIÓN 535, 17 DE JUNIO DE 1970 21.00 MIÉRCOLES

(iv) Status proceedings on the composition of the Supervisory Board...40 (v) Requirements as to the person of Supervisory Board members...41 (vi) Incompatibility of simultaneous membership on Management Board and

Supervisory Board ...41 (vii) Appointment of the Supervisory Board ...42 (viii) Term of office...43 (ix) Appointment by court ...43 (x) Removal...44 (xi) Internal organisation...44 (xii) Convening and frequency of meetings ...45 (xiii) Remuneration of Supervisory Board members, agreements with Supervisory

Board members, granting loans to Supervisory Board members ...46 (xiv) Duty of care and obligation of secrecy ...46 4.5.3 General Meeting ...47 (i) Responsibilities of the General Meeting ...47 (ii) Convening the General Meeting/organisation and procedure ...49 (iii) Convening the General Meeting on request of a minority/amendment to the

(iv) Shareholders’ rights to obtain information, speak and raise questions in the General Meeting ...50 (v) Rules of procedure of the General Meeting ...51 (vi) Simple resolutions of the General Meeting (not changing the Articles of

Association) ...51 (vii) Resolutions changing the Articles of Association of the General Meeting ...52 (viii) Preference shares/special resolution...53 (ix) Special audit...53 (x) Compensation claims/shareholder’s actions pursuant to Sections 147 et seq.

of the German Stock Corporation Act ...54 4.6 Annual financial statements/consolidated statements...54 4.7 Measures of capital procurement and capital reduction...54 4.8 Change of the mutual relationship of several classes of shares...54 4.9 Invalidity of and challenge to resolutions passed in General Meetings and the

approved annual financial statements/special audit for inadmissible understating....55 4.9.1 Invalidity of resolutions passed in General Meetings ...55 4.9.2 Invalidity of and challenge to the appointment of Supervisory Board members...55 4.9.3 Invalidity of the approved annual financial statements...55 4.9.4 Special audit for inadmissible understating ...55 4.10 Dissolution and declaration of nullity of the Company...55 4.11 Affiliated companies/group law...56 4.12 Penalties...56 5 Process of converting Klöckner & Co AG into Klöckner & Co SE...56 5.1 Preparation of the Terms of Conversion ...56 5.2 Preparation of a valuation certificate ...57 5.3 Disclosure and delivery to the competent works council ...58 5.4 General Meeting of Klöckner & Co AG...58

5.5 Negotiation procedure to regulate the employee involvement in Klöckner & Co SE ..59 5.6 Constitution of the first Supervisory Board and appointment of the first Management

Board of Klöckner & Co SE ...59 5.7 Registration and effectiveness of the conversion...60 6 Explanation of the Terms of Conversion and the Articles of Association of

Klöckner & Co SE and the consequences for shareholders and employees...61 6.1 Explanation of the Terms of Conversion...61 6.1.1 Conversion of Klöckner & Co AG into Klöckner & Co SE (clause 1 of the Terms of

Conversion)...61 6.1.2 Effectiveness of the conversion (clause 2 of the Terms of Conversion)...61 6.1.3 Legal form, name and registered office of Klöckner & Co AG and Klöckner & Co SE

(clause 3 of the Terms of Conversion) ...62 6.1.4 Shareholding, shares and share capital of Klöckner & Co SE (clause 4 of the Terms of Conversion)...62 6.1.5 Articles of Association of Klöckner & Co SE and Capital (clause 5 of the Terms of

Conversion)...63 6.1.6 Cash compensation offer (clause 6 of the Terms of Conversion)...65 6.1.7 Holders of special rights and holders of other securities (clause 7 of the Terms of

Conversion)...65 6.1.8 Management Board (Section 8 of the Terms of Conversion) ...66 6.1.9 Supervisory Board (Section 9 of the Terms of Conversion) ...66 6.1.10Special benefits (clause 10 of the Terms of Conversion)...67 6.1.11Information on the procedure for regulation of the involvement of the employees in

Klöckner & Co SE (clause 11 of the Terms of Conversion)...67 (i) Basic principles on the involvement of the employees in Klöckner & Co SE ..68 (ii) Information to the employee representatives and request for establishment of

the SNB (clause 11.2 of the Terms of Conversion) ...68 (iii) Establishment and composition of the SNB (clause 11.3 of the Terms of

(iv) Negotiation procedure and provisions on the employee involvement in Klöckner & Co SE (clause 11.4 of the Terms of Conversion) and cost of the procedure (clause 11.5 of the Terms of Conversion)...70 6.1.12Other effects of the conversion on the employees and their representatives (clause 12

of the Terms of Conversion)...71 6.1.13Auditor of the annual financial statements (clause 13 of the Terms of Conversion) ...72 6.2 Explanation of the Articles of Association of Klöckner & Co SE...72 6.2.1 Company name, seat and business year (Section 1)...72 6.2.2 Purpose of the Company (Section 2) ...72 6.2.3 Announcements and transmission of information (Section 3) ...73 6.2.4 Share capital and shares (Section 4)...73 (i) Share capital amounts and division (Section 4 para. (1) and para. (4))...73 (ii) Authorised capital (Section 4 para. (2))...74 (iii) Conditional capital (Section 4 para. (3)) ...76 (iv) Securitisation of shares (Section 4 para. (5))...77 (v) Profit participation (Section 4 para. (6))...77 6.2.5 Constitution of the organisation (Section 5)...77 6.2.6 Composition and rules of procedure of the Management Board (Section 6)...78 6.2.7 Representation of the Company (Section 7)...78 6.2.8 Management (Section 8) ...78 6.2.9 Composition, term of office, resignation from office of the Supervisory Board

(Section 9) ...79 6.2.10Chairman and Deputy Chairman of the Supervisory Board (Section 10) ...81 6.2.11Rules of Procedure (Section 11)...81 6.2.12Committees (Section 12)...82 6.2.13Confidentiality (Section 13) ...82 6.2.14Remuneration of the Supervisory Board (Section 14)...82

6.2.15Location and convening of the General Meeting (Section 15) ...83 6.2.16Right to attend and voting right (Section 16)...84 6.2.17Chairman of the General Meeting (Section 17)...84 6.2.18Image and sound transmission (Section 18) ...84 6.2.19Adoption of resolutions and elections (Section 19) ...85 6.2.20Annual financial statements and appropriation of profits (Section 20) ...85 6.2.21Amendments to the Articles of Association (Section 21)...86 6.2.22Formation expenses (Section 22)...87 7 Explanation of the Employee Involvement Agreement and the standard rules ...87 7.1 Contents of an agreement on the involvement of employees as provided for by law.87 7.2 Contents of the Employee Involvement Agreement dated 29 April 2008...88 7.2.1 Scope of application (clause 1) ...88 7.2.2 Establishment and composition of the SE works council (clauses 2 and 3)...88 7.2.3 Election or appointment of the members of the SE works council (clause 4) ...89 7.2.4 Time of the election or appointment of the SE works council; term of office of the SE

works council (clause 5)...90 7.2.5 Constituent meeting and representation of the SE works council (clause 6) ...90 7.2.6 The Managing Committee (clause 7)...91 7.2.7 Meetings and resolutions (clause 8) ...91 7.2.8 Review of the composition of the SE works council (clause 9)...92 7.2.9 End of membership in the SE works council (clause 10)...93 7.2.10Competences of the SE works council and the Managing Committee (clause 11)...94 7.2.11Annual information and consultation (clause 12)...94 7.2.12Information and consultation about extraordinary circumstances (clause 13)...95 7.2.13Information of employee representatives (clause 14) ...96

7.2.14Training (clause 15)...96 7.2.15Experts/trade union representatives (clause 16) ...96 7.2.16Costs and Material Expenses(clause 17) ...96 7.2.17Secrecy; confidentiality (clause 18) ...97 7.2.18Protection of employee representatives (clause 19) ...97 7.2.19Participation (clause 20) ...98 7.2.20Other bodies representing employees (clause 21)...98 7.2.21Duration of the Employee Involvement Agreement (clause 22)...98 7.2.22New negotiations (clause 23) ...99 7.2.23Governing law and language, place of jurisdiction, arbitration body (clause 24)...99 7.2.24Miscellaneous (clause 25) ...99 7.3 Survey of the standard rules ...100 7.3.1 Sections 22 et seq. of the German SE Employee Involvement Act (SE works council)

...100