Articles of incorporation

Articles of incorporation

FN 184649 v, Krems Provincial Court

Articles of association of WEB Windenergie AG

with registered offices in the political district of Pfaffenschlag bei Waidhofen an der Thaya

 

I. General terms

§ 1

The joint stock company shall bear the name:

WEB Windenergie AG

§ 2

(1) The company shall have its registered offices in Pfaffenschlag bei Waidhofen an der Thaya.

(2) The company shall be entitled to found both national and international branches.

§ 3

Objects of the company shall be:

a) the building and operation of wind power plants, consulting in all related technical matters and the letting and leasing of wind power plants,

b) the building and operation of other renewable energy generation plants, primarily for the production of electrical energy from solar power and small-scale hydropower capacity, as well as the letting and leasing of plants employing these technologies,

c) the business of a trading agent and trader, in particular the trading, export and import of all types of goods,

d) the management of integrated companies,

e) the purchase, leasing, administration and other forms of utilization of identical or similar companies (company parts), as well as the participation (also in the form of joint ventures) in identical or similar companies, or companies where the assumption of the business management is included, however subject to the exclusion of all activities defined by the Banking Act and the Securities Supervision Act.

The company shall also be entitled to extend its operations to related branches and to undertake all measures that indirectly or directly serve the achievement of the company object.

In addition, the company shall be entitled to purchase, sell, lease, rent or let property.

§ 4

Company publications shall take place through insertions in the “Wiener Zeitung”.

 

II. Approved share capital and shares

§ 5

(1) The approved share capital of the company amounts to EUR 27,450,000, (twentysevenmillionfour hundredandfiftythousandeuros) divided among 274,500 (twohundredandseventyfourthousandfivehundred) registered shares with a nominal value of EUR 100 (onehundredeuros) each.

(2) Unless the capital increase resolution contains another stipulation, shares from future capital increases shall be registered.

(3) The transfer of shares shall be dependent upon the consent of the company, which will be allocated by the Management Board following a Supervisory Board hearing.

(4) At the Extraordinary General Stockholders’ Meeting held on September 27, 1999 a capital increase of EUR 1,200,000 (onemilliontwohundredthousandeuuros) was agreed through the issue of 1,200 (onethousandtwohundred) registered shares with a nominal value of EUR 100 (onehundredeuros) each, in order to secure the subscription rights of the stockholders (limited partners and atypical silent stockholders) of WALDWIND Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H. & Co KEG, who upon this capital increase and by reason of the contribution agreement established on September 27, 1999 on the basis of the contribution balance from January 1, 1999, brought their company into WEB Windenergie AG on this balance sheet date as a complete item including all rights and liabilities and waiving liquidation, subject to the claiming of the tax law privileges contained in Article III of the Corporate Restructuring Taxes Act.

(5) At the Ordinary General Stockholders’ Meeting held on September 7, 2001, a capital increase of EUR 1,475,000 (onemillionfourhundredandseventyfivethousandeuros) was agreed through the issue of 1,457 (onethousandfourhundredandfiftyseven) registered shares with a nominal value of EUR 1,000 (onethousandeuros) each, in order to secure the subscription rights of

a) the stockholders of Michelbacher Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H. & Co KEG, who in exchange for the provision of 6 registered shares upon this capital increase brought their company into WEB Windenergie AG by reason of the contribution agreement established on August 23, 2001,

b) the stockholders (limited partners and atypical silent stockholders) of Nordwind Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H. & Co KEG, who in exchange for the provision of 241 registered shares upon this capital increase brought their company into WEB Windenergie AG by reason of the contribution agreement established on August 23, 2001,

c) Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H., of Mr. Andreas Dangl, Mr. Franz Dangl, Mr. Matthäus Gollackner, Mr. Walter Leidenfrost, Mr. Maximilian Wachter, Mr. Markus Weiss, Mr. Konrad Weiss and the “Energiewerkstatt” Association, who in exchange for the provision of 260 registered shares upon this capital increase brought their company [Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H. & atypisch stille Gesellschaft (Hagenbrunn)] into WEB Windenergie AG by reason of the contribution agreement established on August 22, 2001,

d) Mr. Karl Weiß and Im Wind-Immobilien-Windkraft Verwaltungs- und BeteiligungsGmbH, who in exchange for the provision of 950 registered shares upon this capital increase and by reason of the contribution agreement established on August 28, 2001 on the basis of the contribution balance from January 1, 2001, brought their shareholding in WINDLICHT erneuerbare Energieerzeugungs G.m.b.H. into WEB Windenergie AG on this balance sheet date as a complete item including all rights and liabilities and waiving liquidation, subject to the claiming of the tax law privileges contained in Article III of the Corporate Restructuring Taxes Act.

(6) At the Ordinary General Stockholders’ Meeting held on June 24, 2005, a capital increase of EUR 435,200 (fourhundredandthirtyfivethousandeuros) was agreed through the issue of 4,352 (fourthousandthreehundredandfiftytwo) registered shares with a nominal value of EUR 100 (onehundredeuros) each, in order to secure the subscription rights of Mr.Harald Franz Strassner, Mr. Raimund Peter Artner, Mr.Ludwig Strassner and Mr. Andreas Patschka, who in exchange for the provision of 4,352 (fourthousandthreehundredand fiftytwo) registered shares upon this capital increase and by reason of the contribution agreement established on June 24, 2005, brought their shareholding in Pannonia Ökostrom GmbH into WEB Windenergie AG.

(7) At the Ordinary General Stockholders’ Meeting held on June 20, 2008, a capital increase of EUR 139,000 (onehundredandthirtyninethousandeuros) was agreed through the issue of 1,399 (onethousandthreehundredandninetynine) registered shares with a nominal value of EUR 100 (onehundredeuros) each, in order to secure the subscription rights of Steppenwind Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H. & Co KEG and Windstrom Gerasdorf Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H. & Co KEG, who in exchange for the provision of 1,399 (onethousandthreehundredandninetynine) registered shares upon this capital increase and by reason of the contribution agreements established on June 20, 2008, brought their companies into WEB Windenergie AG.

(8) Following the entry of this change in the articles of association in the company register, the Management Board shall be authorized for a maximum period of five years to increase the share capital up to a nominal amount of EUR 10,000,000 through the issue of up to 100,000 registered shares at a nominal value of EUR 100 each in exchange for cash and to establish the issue price and conditions in agreement with the Supervisory Board, whereby the capital increase and the issue of shares may take place in installments.

§ 6

Voting rights shall be exercised in accordance with the nominal values of the share, with one voting right per EUR 100 (onehundred) of nominal value. Should a stockholder own several shares, the voting right will be limited to the extent that it may only be exercised for a nominal share value of up to a maximum of 10 per cent of the approved share capital.

§ 7

Subject to the consent of the Supervisory Board, the Management Board shall determine the form and content of the share certificates, as well as the profit participation and renewal coupons.

 

III. Company constitution

§ 8

The company administrators are:

A) The Management Board,

B) the Supervisory Board,

C) the General Stockholders’ Meeting.

 

A. The Management Board

§ 9

(1) The Management Board shall consist of one person, or two, three or four persons.

(2) The Supervisory Board shall decide upon the distribution of business responsibilities within the Managing Board and the business that shall require its consent. It shall also approve rules of procedure for the Management Board.

§ 10

Should the Management Board consist of one person, he/she shall represent the company, or should the Management Board be comprised of several persons, representation shall take place jointly through two Board members, or one member together with an employee possessing the power of attorney.

§ 11

(1) The Management Board shall pass resolutions by simple majority.

(2) Should the Supervisory Board have appointed a Management Board member as the chairperson, in the case of a tied vote, he/she will have the deciding vote.

B. The Supervisory Board

§ 12

(1) The Supervisory Board shall consist of at least four and a maximum of nine elected or delegated members. The election of the Supervisory Board members shall be for the longest permitted term pursuant to §87 of the Stock Corporations Act.

(2) The stockholder, Windkraftanlagen Errichtungs- und Betriebsgesellschaft m.b.H., with registered offices in the political district of Pfaffenschlag bei Waidhofen an der Thaya, shall be entitled to delegate one Supervisory Board member.

(3) Should Supervisory Board members resign prior to the expiry of their term of office, as long as the number of members does not fall short of the permitted minimum, an election can be undertaken at the next Ordinary General Stockholders’ Meeting. (4) All members of the Supervisory Board shall be entitled to resign from their posts without material reasons subject to written notification and adherence to a period of notice of four weeks.

§ 13

At its first meeting of the year, the Supervisory Board shall elect annually a Chairperson and a Deputy Chairperson from among its members.

§ 14

(1) The Supervisory Board shall draw up its own rules of procedure.

(2) The Chairperson, or should he/she be hindered, the Deputy Chairperson, shall issue an invitation to the meetings of the Supervisory Board, which will be sent to the last known address of the members, either by letter or electronically.

(3) A Supervisory Board quorum shall exist when at least three members are present. The Chairperson shall conduct the meeting and determine the form of voting. (4) Minutes of the discussions and resolutions of the Supervisory Board shall be kept and are to be signed by the Chairperson.

(5) Resolutions may be agreed in written form, when for special reasons the Chairperson orders such a postal vote and no member of the Supervisory Board raises an express objection to this procedure.

(6) Unless otherwise stipulated by law or the articles, resolutions shall require a two-thirds majority of the votes cast for approval.

(7) Resolutions concerning

- the approval of the annual financial statements,

- the proposal for the distribution of profits,

- the appointment of Management Board members or employees with the power of attorney shall require a majority of four-fifths of the votes of all Supervisory Board members. (8) The Supervisory Board shall be entitled to agree changes to the articles that only affect the wording.

C. The General Stockholders’ Meeting

§ 15

(1) General Stockholders’ Meetings shall take place at the company’s registered offices, at a venue in the federal province of Lower Austria named in the invitation to the General Stockholders’ Meeting, or in an Austrian provincial capital named in the invitation to the General Stockholders’ Meeting.

(2) The Supervisory Board or the Management Board shall convene General Stockholders’ Meetings. At the latest, the convening of a General Stockholders’ Meeting shall be made known on the last day of the legally prescribed period of notice.

§ 16

All stockholders shall be entitled to participate in the General Stockholders’ Meeting. In order to exercise voting rights or to present resolutions, stockholders shall register not later than on the seventh day prior to the Meeting.

§ 17

The Supervisory Chairperson or his/her Deputy will preside over the General Stockholders’ Meeting. Should neither of these persons assume the chair, the notary certifying the meeting shall preside until a chair is elected. The head of the meeting shall determine the sequence of the matters to be discussed, as well as the type and form of voting.

§ 18

(1) Unless otherwise stipulated by mandatory, statutory provisions or the articles, the resolutions of the General Stockholders’ Meeting shall be approved by a simple majority of the votes cast.

(2) Resolutions regarding a change to the articles shall require a four-fifths majority of the votes cast.

(3) Should a simple majority not be achieved in the first ballot during a General Stockholders’ Meeting election, a smaller ballot shall be held among those persons, who received the two largest numbers of votes.

(4) The regulations contained in § 87 Para. 1 of the Stock Corporations Act shall remain unaffected by these article stipulations.

 

IV. Duration and financial year

§ 19

(1) The company shall exist for an unlimited period of time.

(2) The initial financial year shall begin with the entry of the company into the company register and terminate on the following December 31. The subsequent financial years shall each commence on January 1 and terminate on December 31 of the same year.

 

V. Annual financial statement and distribution of profits

§ 20

(1) The Management Board shall draft the annual financial statements and the management report for the financial year expired within the first five months of the subsequent financial year and following an audit by the appointed auditors, present these and a proposal regarding the distribution of profits to the Supervisory Board. (2) During the first eight months of the financial year, the General Stockholders’ Meeting shall agree the discharge of the Management and Supervisory Board, the use of the net income from the previous year, the selection of the auditors for the financial statements and in those cases foreseen by law, the approval of the annual accounts (Ordinary General Stockholders’ Meeting).

§ 21

The General Stockholders’ Meeting shall decide upon the use of the net income. The General Stockholders’ Meeting shall be empowered to exclude the whole or part of the net income from distribution.

§ 22

(1) The share of profits of the stockholders will be distributed in ratio to the investments made in nominal share value. Investments made in the course of the financial year shall be taken into account in ratio to the time that has elapsed since payment. (2) In the case of the issue of new shares, a different profit distribution may be established.

§ 23

Unless otherwise agreed by the General Stockholders’ Meeting, the profit shares shall be due for payment thirty days after the holding of the General Stockholders’ Meeting.

VI. Foundation costs

§ 24

All costs incurred in connection with the establishment of the company shall be borne by the company up to a total amount of EUR 30,000 (thirtythousandeuros). The foundation costs shall not contain any compensation or payments for the company founders.