Exhibit 3.1
Law Concerning Kreditanstalt für Wiederaufbau
of 5 November 1948 (WiGBl. p. 123), in the version of the new publication of 23 June 1969 (BGBl. I, p. 573), most recently amended by Article 1 of the Law for the Amendment of the Law Concerning Kreditanstalt für Wiederaufbau and other Laws (Gesetz zur Änderung des Gesetzes über die Kreditanstalt für Wiederaufbau und weiterer Gesetze) of 4 July 2013 (BGBl. I, p. 2178)
Article 1
Legal status, designation, seat and capital
(1) 1Kreditanstalt für Wiederaufbau (hereinafter referred to as KfW) is a public law institution (Anstalt des öffentlichen Rechts). 2It has its seat in Frankfurt am Main and may establish a branch office in Berlin and in Bonn. 3It may use the designation “KfW” in commercial and legal contexts.
(2) 1The nominal capital of KfW amounts to three billion seven hundred fifty million euros. 2The Federal Republic (Bund) participates in the nominal capital in the amount of three billion euros, and the Federal States (Länder) in the amount of seven hundred fifty million euros.
(3) 1The shares in the nominal capital must be paid in to the amount of three billion three hundred million euros. 2For this purpose, reserves are converted into nominal capital in an amount of two billion five hundred seventy-eight million six hundred forty-four thousand nine hundred seventy-four euros in favour of the Federal Republic, and in an amount of six hundred forty-four million six hundred sixty-one thousand two hundred forty-four euros in favour of the Federal States. 3This conversion increases the nominal capital paid in by the Federal Republic from sixty-one million three hundred fifty-five thousand and twenty-six euros to two billion six hundred forty million euros, and the nominal capital paid in by the Federal States from fifteen million three hundred thirty-eight thousand seven hundred fifty-six euros to six hundred sixty million euros. 4Payment of the remaining four hundred fifty million euros of nominal capital may be ordered by the Board of Supervisory Directors (Verwaltungsrat) of KfW to the extent it is necessary in order to meet KfW’s liabilities.
(4) Of the amount of two billion six hundred forty million euros paid in on the share of the Federal Republic in accordance with paragraph 3 an amount of one billion eighty-two million eight hundred seventy-six thousand three hundred thirty-one euros is attributable to the ERP Special Fund (ERP-Sondervermögen).
(5) Shares in the nominal capital can not be pledged, and can be assigned only among the shareholders.
Article 1a
Guarantee of the Federal Republic
The Federal Republic guarantees all obligations of KfW in respect of loans extended to and debt securities issued by KfW, fixed forward transactions or options entered into by KfW, and other credits extended to KfW as well as credits extended to third parties inasmuch as they are expressly guaranteed by KfW.
Article 2
Functions and business
(1) 1KfW has the function of
| | 1. | Performing promotional tasks, in particular financings, pursuant to a state mandate in the following areas: |
| | a) | small and medium-sized enterprises, liberal professions, and business start-ups, |
| | d) | environmental protection, |
| | f) | technical progress and innovations, |
| | g) | internationally agreed promotional programmes, |
| | h) | development cooperation, |
| | i) | other promotional areas specifically stated in laws, regulations, or published guidelines on public economic policy that are assigned to KfW by the Federal Republic or by a Federal State. |
2Each promotional task must be specified in a body of rules;
| | 2. | Granting loans and other forms of financing to territorial authorities (Gebietskörperschaften) and special-purpose associations under public law (öffentlich-rechtliche Zweckverbände); |
| | 3. | Financing measures with purely social goals and for the promotion of education; |
| | 4. | 1Granting other financings in the interest of the German and European economy. 2The tasks of KfW in this area include |
| | a) | projects in the interest of the European Community that are cofinanced by the European Investment Bank or similar European financing institutions, |
| | b) | export financings outside the member states of the European Union, the other contracting states of the Agreement on the European Economic Area, and states with official status as candidates for accession to the European Union |
| | aa) | on a syndicated basis or |
| | bb) | in countries lacking sufficient financing offers. |
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3All other financings in the interest of the German and European economy are to be carried out by a separate legal entity without public support, in which KfW has a majority holding. 4The bylaws contain more specific provisions.
(2) 1The tasks set forth in paragraph 1, number 1, lit. a and lit. b are performed by a promotional unit of KfW under the designation “KfW-SME Bank” (KfW-Mittelstandsbank). 2These tasks include, in particular, advisory services and the implementation of promotional measures in the field of technical progress and innovations.
(3) 1KfW may carry out other operations to the extent that there is a direct relationship between such operations and the performance of its function described in paragraph 1. 2In this context, it may in particular
| | 1. | purchase or sell claims and securities and also incur obligations in the form of bills of exchange and promissory notes, |
| | 2. | carry out operations and take measures to manage and safeguard its financial liquidity (treasury management), |
| | 3. | carry out all operations necessary for risk management, |
| | 4. | provide to a subsidiary founded in direct connection with tasks described in paragraph 1, number 4 the necessary refinancing funds and other services, both at market conditions. |
3It is not permitted to take deposits or engage in the financial commission business; this does not apply to transactions with companies in which KfW holds a direct or indirect interest, with foundations established by KfW, with German territorial authorities, with other German administrative authorities, with the European Union, with other international organisations, with states in the Organisation for Economic Co-operation and Development, or with their national development aid organisations.
(4) The limitations of paragraph 3 do not apply insofar as an operation is involved in which the Federal Republic of Germany has a state interest and which is assigned to KfW by the Federal Government (Bundesregierung) on a case-by-case basis.
Article 3
Conduct of business
(1) 1Credit institutions or other financing institutions must be involved in the granting of financings under article 2, paragraph 1, number 1, lit. a to lit. f; subject to approval by the Board of Supervisory Directors, financings may be granted directly. 2Financings described in article 2, paragraph 1, number 1, lit. a to lit. f are to be granted for the medium and long term; in exceptional cases, subject to approval by the Board of Supervisory Directors, they may be
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granted for the short term. 3Export financings described under article 2, paragraph 1, number 4, lit. b carried out outside of countries which, as specified in the bylaws of 2 May 2003, lack sufficient financing offers must – as specified in the bylaws of 2 May 2003 – be carried out by KfW in cooperation with credit institutions or other financing institutions. 4In carrying out its operations, KfW must respect the principle of non-discrimination under European Community law with regard to credit institutions or financing institutions.
(2) 1Loans under article 2, paragraph 1, numbers 1 and 4 must be directly or indirectly secured by customary banking security. 2Unsecured loans require the approval of the Board of Supervisory Directors.
(3) 1The provisions of paragraph 2 apply mutatis mutandis to guarantees under article 2, paragraph 1, numbers 1 and 4, and the provisions of paragraph 1, sentence 2 additionally apply mutatis mutandis to guarantees under article 2, paragraph 1, number 1, lit. a to lit. f.
(4) Financings granted for account of third parties do not require the approval of the Board of Supervisory Directors pursuant to paragraphs 1 or 2.
Article 4
Procurement of funds
(1) For the purpose of procuring the necessary funds, KfW may, in particular, issue debt securities and take up loans.
(2) The short-term liabilities of KfW must not exceed ten percent of the medium- and long-term liabilities.
(3) The debt securities issued by KfW in domestic currency are suitable for the investment of ward’s money.
Article 5
Bodies
(1) The bodies of KfW are the Executive Board (Vorstand) and the Board of Supervisory Directors (Verwaltungsrat).
(2) Unless otherwise provided in the law, the functions and powers of the bodies are regulated in the bylaws.
Article 6
Executive Board
(1) 1The Executive Board has at least two members. 2The members of the Executive Board are appointed and dismissed by the Board of Supervisory Directors.
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(2) The Executive Board is responsible for conducting the business and administering the assets of KfW, unless otherwise provided in the law or bylaws.
(3) 1The Executive Board represents KfW in and out of court. 2Declarations are binding for KfW if they are made either by two members of the Executive Board or by one member of the Executive Board jointly with an authorised representative. 3The bylaws may permit declarations on behalf of KfW to also be made by two authorised representatives.
(4) Where a declaration has to be made towards KfW, it is sufficient if such declaration is made towards one member of the Executive Board.
(5) The compensation of the members of the Executive Board will be contractually agreed between such members and KfW.
(6) As against members of the Executive Board, the Board of Supervisory Directors, represented by its chairman, represents KfW in and out of court.
Article 7
Board of Supervisory Directors
(1) The Board of Supervisory Directors of KfW consists of
| | 1. | the Federal Minister of Finance (Bundesfinanzminister) and the Federal Minister of Economics and Technology (Bundesminister für Wirtschaft und Technologie); they act as chairman and deputy chairman, alternating the roles on an annual basis; the chairmanship changes at the start of every calendar year; they may be represented at meetings of the Board of Supervisory Directors and its committees by their permanent deputies or by heads of department; |
| | 2. | the Federal Foreign Minister (Bundesminister des Auswärtigen), the Federal Minister of Food, Agriculture, and Consumer Protection (Bundesminister für Ernährung, Landwirtschaft und Verbraucherschutz), the Federal Minister of Transport, Building, and Urban Development (Bundesminister für Verkehr, Bau und Stadtentwicklung), the Federal Minister for Economic Cooperation and Development (Bundesminster für wirtschaftliche Zusammenarbeit und Entwicklung), and the Federal Minister for Environment, Nature Conservation and Nuclear Safety (Bundesminister für Umwelt, Naturschutz und Reaktorsicherheit); they may be represented at meetings of the Board of Supervisory Directors and its committees by their permanent deputies or by heads of department; |
| | 3. | seven members appointed by the Federal Council (Bundesrat); |
| | 4. | seven members appointed by the Federal Parliament (Bundestag); |
| | 5. | one representative each of the mortgage banks, the savings banks, the cooperative banks, the commercial banks, and a credit institution prominent in the field of industrial credit, such representatives being appointed by the Federal Government (Bundesregierung) after having heard the groups concerned; |
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| | 6. | two representatives of industry and one representative each of the municipalities (associations of municipalities), agriculture, the crafts, trade, and the housing industry, such representatives being appointed by the Federal Government after having heard the groups concerned; |
| | 7. | four representatives of the trade unions who are appointed by the Federal Government after having heard the groups concerned. |
(2) 1The term of office of members of the Board of Supervisory Directors, with the exception of the members stated in paragraph 1, numbers 1 and 2, is three years. 2Each year one-third of the members will retire; they may be reappointed. 3Further details are regulated in the bylaws.
(3) 1Unless stated otherwise, the Board of Supervisory Directors takes its decisions by a simple majority of the votes cast, with each member having one vote. 2In case of a tie, the chairman has the casting vote. 3The presence of at least one-half of the members is required for a quorum. 4The bylaws may allow for decisions to be taken by written vote.
(4) 1It is the duty of the Board of Supervisory Directors to deliberate and continuously supervise the conduct of KfW’s business and the administration of its assets. 2It may give the Executive Board general instructions. 3In particular, it may reserve the right to approve the conclusion of certain transactions or types of transactions.
(5) 1Except in the cases stated in paragraph 4, sentences 1 and 2 and in articles 8, 9, and 10, the Board of Supervisory Directors may revocably delegate its powers to committees. 2Further details are regulated in the bylaws.
Article 7a
SME Advisory Council
(1) 1An SME Advisory Council (Mittelstandsrat) will be established at KfW. 2It consists of the Federal Minister for Economics and Technology as chairman, the Federal Minister of Finance as deputy chairman, the Special Representative of the Federal Government for Reconstruction of the Eastern Federal States (Beauftragter der Bundesregierung für den Aufbau Ost), two representatives appointed by the Federal Council, four additional members appointed by the Federal Ministry for Economics and Technology, and one member each appointed by the Federal Ministry of Finance and the Federal Ministry for Environment, Nature Conservation and Nuclear Safety.
(2) 1The SME Advisory Council specifies the state mandate of KfW-SME Bank (Mittelstandsbank) in accordance with article 2, paragraph 2. 2It deliberates and takes decisions on proposals for the promotion of small and medium-sized enterprises, taking into consideration the overall business planning of KfW.
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Article 8
Bylaws
(1) 1The bylaws of KfW are drawn up by the Executive Board and adopted by the Board of Supervisory Directors. 2They require the approval of the authority exercising legal supervision (article 12, paragraph 1, sentence 1).
(2) 1The Board of Supervisory Directors may adopt amendments to the bylaws with a majority of two-thirds of the votes cast, but of not less than half of all members. 2Such amendments require the approval of the authority exercising legal supervision.
(3) KfW must publish the bylaws and amendments thereto in the Federal Gazette (Bundesanzeiger).
Article 9
Annual report and consolidated financial statements
(1) 1The annual financial statements and the management report, the consolidated financial statements, and the group management report must be prepared, audited, and disclosed in accordance with articles 340a to 340o of the Commercial Code (Handelsgesetzbuch). 2The auditor will be proposed by the Board of Supervisory Directors and appointed by the authority exercising legal supervision in agreement with the Federal Court of Auditors (Bundesrechnungshof).
(2) The Board of Supervisory Directors decides on the approval of the annual financial statements within the first six months after the end of a financial year; it must adopt the requisite measures if it does not grant its approval.
(3) The financial year is the calendar year.
(4) The competent authorities of the Federal Republic of Germany have the rights stated in article 55, paragraph 2 of the Budgeting and Accounting Act (Haushaltsgrundsätzegesetz) and in article 112, paragraph 2 of the Federal Budget Regulations (Bundeshaushaltsordnung).
Article 10
Net profit
(1) There will be no distribution of profits.
(2) 1The annual net profit after depreciation allowances and provisions is to be allocated to a statutory reserve, the amount of which is limited to one billion eight hundred seventy-five million euros. 2Other capital reserves and reserves to be reported separately that are attributable to individual shareholders are to be taken into consideration for the allocation of the net profit.
(3) The remaining net profit will be allocated to reserves to be reported separately.
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Article 11
Legal status
(1) 1With respect to taxation, construction of buildings, accommodation, and rent of buildings, KfW has the same rights as the German Central Bank (Deutsche Bundesbank). 2KfW is authorised to utilise the designations “Bank” and “Bankengruppe” to refer to itself.
(2) The provisions of the Commercial Code (Handelsgesetzbuch) regarding entry in the Commercial Register (Handelsregister) are not applicable to KfW.
Article 12
Legal supervision
(1) 1The Federal Ministry of Finance carries out the legal supervision of KfW in consultation with the Federal Ministry for Economics and Technology. 2The supervisory authority is empowered to adopt all measures necessary to keep the conduct of KfW’s business in conformity with the laws, the bylaws, and other regulations.
(2) Evidence of authority to represent KfW is provided through a confirmation of the Federal Ministry of Finance carrying an official seal.
Article 12a
Power to make regulations; authority to issue directives
(1) 1The Federal Ministry of Finance shall have the power, acting in consultation with the Federal Ministry of Economics and Technology, to determine, by regulation which shall not require approval by the Federal Council, that the following bank supervisory laws and regulations which do not already apply to KfW shall apply mutatis mutandis, in whole or in part, to KfW and the group of institutions, financial holding group or mixed financial holding group to be formed, in order to safeguard the conduct of proper business operations by KfW:
| | 1. | the Banking Act (Kreditwesengesetz), |
| | 2. | the Supervision of Financial Conglomerates Act (Finanzkonglomerateaufsichtsgesetz), |
| | 3. | the regulations enacted to implement the laws specified at numbers 1 and 2, and |
| | 4. | the regulations of the European Union. |
2This shall not affect article 2 paragraph 2 of the Banking Act. 3The power to make regulations shall, in particular, encompass bank supervisory laws and regulations concerning
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| | 6. | the modified balance sheet capital ratio, |
| | 8. | cashless payment transactions, |
| | 9. | the prevention of money laundering or financing of terrorist activities, or the prevention of other criminal activities that could lead to KfW’s assets being endangered, |
| | 10. | the special, in particular organisational, duties of the institutions, the senior managers, the management bodies of financial holding companies and mixed financial holding companies, and the supervisory and administrative bodies, and the requirements placed on these persons and their representatives, |
| | 11. | the remuneration systems of the institutions and other institutions that are part of the group for their senior managers and staff and members of the relevant supervisory and administrative bodies, |
| | 12. | auditing and appointment of the auditor and the particular duties of the auditor, |
| | 13. | financial conglomerates. |
4 When determining the bank supervisory laws and regulations to be applied mutatis mutandis, the fact that KfW is a promotional bank with the functions assigned to it pursuant to article 2 must be taken into account.
(2) Regulations under paragraph 1 may assign to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, hereinafter referred to as BaFin) authority for supervising compliance with the bank supervisory laws and regulations, and may determine that BaFin shall cooperate in that connection with the German Central Bank pursuant to article 7 of the Banking Act as applicable from time to time.
(3) Regulations under paragraph 1 may also introduce provisions concerning disclosure, reporting and submission duties of KfW, the group of institutions, financial holding group or mixed financial holding group to be formed, and of the respective members of the bodies and of the employees, as well as information, inquiry and auditing rights of BaFin and the German Central Bank.
(4) Furthermore, regulations under paragraph 1 may introduce provisions concerning obligations of secrecy incumbent on employees of BaFin and persons in the service of the German Central Bank.
(5) BaFin and the German Central Bank shall be consulted before regulations under paragraph 1 are made.
(6) As part of the tasks assigned to it by regulations under paragraph 1, BaFin may issue all directives and take all measures that are appropriate and necessary to prevent or eliminate violations of bank supervisory laws and regulations, vis-à-vis
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| | 2. | the senior managers and members of the Board of Supervisory Directors of KfW, |
| | 3. | the companies that are part of the group of institutions, financial holding group or mixed financial holding group to be formed, and if applicable the conglomerate, and |
| | 4. | the bodies of the companies that are part of the group pursuant to number 3, and vis-à-vis the members of these bodies. |
Article 12b
Financings by a separate legal entity
1Financings as described in article 2, paragraph 1, number 4, sentence 3, must be carried out by a separate legal entity without public support as of 1 January 2008, at the latest. 2Financings already agreed at such time may still be carried out by KfW.
Article 13
Dissolution
(1) KfW can be dissolved only by a law.
(2) 1If in the event of dissolution, the assets remaining after adjustment of all liabilities exceed the paid-in nominal capital, the surplus up to the sum of the statutory reserve reported upon dissolution of KfW and the reserve to be reported separately will first be used to compensate the losses and the expenditures that have arisen for the Federal Republic or the ERP Special Fund in connection with KfW’s development loans or through demands made under guarantees given in respect of such loans. 2The remainder will be distributed in an amount up to the level of the capital reserves and the special reserves, both as shown upon dissolution of KfW and attributable to individual shareholders, to the beneficiaries thereof. 3Otherwise, the assets will be distributed in proportion to the shares in the nominal capital.
Article 14
Entry into force
This Law will enter into force upon promulgation.*
| * | The provision concerns the law’s entry into force in the original version of 5 November 1948 (WiGBI. p. 123). The timing of later amendments entering into force results from the laws listed at the beginning. |
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This translation is for convenience purposes only. Only the German original text of this Law is legally binding.
Version of 18 July 2013
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