Exhibit 3.1
LAW CONCERNING THE
KREDITANSTALT FUR WIEDERAUFBAU
dated 5 November 1948 (WiGBl., p.123) in the version of 23 June 1969 (BCBl.
I p. 573) as last amended by the Gesetz zur weiteren Fortentwicklung des
Finanzplatzes Deutschland (Drittes Finanzmarktforderungsgesetz) (Law on the
Further Development of Germany as a Financial Location - Third Financial Market
Promotion Law) dated March 24, 1998 (BGBI. 1 p. 529).
The following version of the Gesetz uber die Kreditanstalt fur Wiederaufbau
(Law Concerning the Kreditanstalt fur Wiederaufbau) dated 5 November 1948
(WiGBl., p. 123) considers
o the Gesetz zur Anderung und Erganzung des Gesetzes uber die Kreditanstalt
fur Wiederaufbau (Law to Amend and Supplement the Law Concerning the
Kreditanstalt fur Wiederaufbau) dated 18 August 1949 (WiGBI., p. 290),
o the Zweites Gesetz zur Anderung des Gesetzes uber die Kreditanstalt fur
Wiederaufbau (Second Law for the Amendment of the Law Concerning the
Kreditanstalt fur Wiederaufbau) dated 4 December 1951 (Bundesgesetzbl. I p.
931),
o Article 43, para. 2 No. 4 of the Gesetz uber die Deutsche Bundesbank (Law
Concerning the Deutsche Bundesbank) dated 26 July 1957 (Bundesgesetzbl. I
p. 745),
o the Gesetz zur Anderung des Gesetzes uber die Kreditanstalt fur
Wiederaufbau (Law for the Amendment of the Law Concerning the Kreditanstalt
fur Wiederaufbau) dated 16 August 1961 (Bundesgesetzbl. I p. 1339),
o the Gesetz zur Anderung des Gesetzes uber die Kreditanstalt fur
Wiederaufbau (Law for the Amendment of the Law Concerning the Kreditanstalt
fur Wiederaufbau) dated 20 May 1969 (Bundesgesetzbl. I p. 433),
o Article 17 of the Zustandigkeitsanpassungs-Gesetz (Law on the Adaptation of
Responsibilities) dated 18 March 1975 (Bundesgesetzbl. I p. 705),
o Article 10, para. 18 of the Bilanzrichtlinien-Gesetz (Law on the Principles
of Accounting) dated 19 December 1985 (Bundesgesetzbl. I p. 2355),
o Article 2, para. 1 of the Borsenzulassungs-Gesetz (Law Governing
Admission to the Stock Exchange) dated 16 December 1986 (Bundesgesetzbl. I
p. 2478,
o Article 7 of the Bankbilanzrichtlinie-Gesetz (Law on the Principles of
Accounting of Banks dated 30 November 1990 (Bundesgesetzbl. I p. 2570),
o Article 2 of the Gesetz zur Anderung von Vorschriften uber die Deutsche
Bundesbank (Law on the Amendment of Provisions Concerning the Deutsche
Bundesbank) dated July 8, 1994 (Bundesgesetzbl. I p.1465) and
o Article 23 of the Gesetz zur weiteren Fortentwicklung des Finanzplatzes
Deutschland (Drittes Finanzmarktforderungsge-setz)(Law on the Further
Development of Germany as a Financial Location - Third Financial Market
Promotion Law) dated March 24, 1998 (Bundesgesetzbl. 1 p. 529).
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Section 1
LEGAL STATUS, SEAT AND CAPITAL
(1) The Kreditanstalt fur Wiederaufbau is a corporation under public law.
It has its seat at Frankfurt (Main) and may establish a branch office in Berlin.
(2) The capital of the Corporation amounts to one billion Deutsche Mark. In
it the Federal Republic participates to the extent of eight hundred million
Deutsche Mark, and the Lander to that of two hundred million Deutsche Mark.
(3) The shares shall be paid up to the extent of fifteen per cent. For this
purpose there shall be converted into capital in favour of the Federal Republic
and the Lander out of the legal reserve twenty-nine million five hundred
thousand Deutsche Mark each, and loan claims in the amount of ninety million
Deutsche Mark by the Federal Republic (ERP Special Fund) against the Corporation
so that the five hundred thousand Deutsche Mark of capital already paid up by
the Federal Republic shall be increased by one hundred and nineteen million five
hundred thousand Deutsche Mark to a total of one hundred and twenty million
Deutsche Mark, and the five hundred thousand Deutsche Mark of capital already
paid up by the Lander shall be increased by twenty-nine million five hundred
thousand Deutsche Mark to a total of thirty million Deutsche Mark. The paying up
of the remaining eighty-five per cent of the capital may be ordered by the Board
of Directors of the Corporation in so far as it is necessary in order to meet
the Corporation's liabilities.
(4) The amount of one hundred and twenty million Deutsche Mark paid up on
the Federal Republic's share in accordance with paragraph 3 shall to the extent
of ninety million Deutsche Mark belong to the ERP Special Fund.
(5) Shares in the capital cannot be pledged, and can be assigned only as
between the participants.
Section 1A
GUARANTEE OF THE FEDERAL REPUBLIC
The Federal Republic guarantees all obligations of the Corporation in
respect of loans extended to and debt securities issued by the Corporation,
fixed forward transactions or options entered into by the Corporation and other
credits extended to the Corporation as well as credits extended to third parties
inasmuch as they are expressly guaranteed by the Corporation.
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Section 2
FUNCTIONS AND BUSINESS
(1) The Corporation has the function
1. of granting loans, in so far as other credit institutions are unable to
raise the necessary funds, for projects serving the reconstruction or the
promotion of the German economy;
2. of granting loans in connection with export transactions of domestic
enterprises;
3. of issuing guarantees within the framework of numbers 1 and 2.
(2) The Corporation further has the function of granting loans which serve
to finance projects deserving of assistance in foreign countries, especially in
connection with development aid, or which are necessary for funding foreign
debtors' liabilities to creditors in the Federal Republic, or are of special
governmental or economic interest to the Federal Republic of Germany.
(3) The Corporation may conduct other business only in so far as such
business is connected with the performance of its functions described in
paragraphs 1 and 2. In this connection it may in particular purchase and sell
claims and securities, and may obligate itself by bills of exchange and
promissory notes. It shall not be permitted to take deposits, to conduct current
account business or to deal in securities for account of others.
(4) The limitations of paragraph 3 shall not apply in so far as a
transaction is involved which is of governmental interest to the Federal
Republic of Germany, and which is in the individual case assigned to the
Corporation by the Federal Government.
Section 3
CONDUCT OF BUSINESS
(1) In connection with the granting of loans under Article 2, paragraph 1,
Nos. 1 and 2, credit institutions shall be employed; only in exceptional cases,
and only with the assent of the Board of Directors, may loans be granted
directly. The loans under Article 2, paragraph 1, No. 1, shall as a rule be
granted for medium and long terms; in exceptional cases they may with the assent
of the Board of Directors be granted for a short term.
(2) The loans under Article 2, paragraphs 1 and 2, must be directly or
indirectly secured by in rem securities, by a guarantee of the Federal Republic
or of a Land, or by credit institutions' bonds which are covered in accordance
with the provisions of the Hypothekenbankgesetz (Private Mortgage Banks Law),
the Gesetz
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uber die Pfandbriefe und verwandten Schuldverschreibungen offentlich-rechtlicher
Kreditanstalten (Law concerning Mortgage Bonds and Cognate Bonds of Public
Credit Institutions) or the Schiffs-bankgesetz (Law concerning Ship Mortgage
Banks). Other securities may be used only with the assent of the Board of
Directors. For the repayment of loans under Article 2, paragraph 1, No. 1, a
definite repayment schedule has to be agreed on.
(3) The provisions of paragraph 2, sentences 1 and 2 shall apply mutatis
mutandis to guarantees under Article 2, paragraph 1, No. 3, and the provisions
of paragraph 1, sentence 2 shall also apply mutatis mutandis to guarantees under
Article 2, paragraph 1, No. 3 in conjunction with No. 1.
(4) Credits granted for account of others do not require the assent of the
Board of Directors in accordance with paragraph 1 or with paragraph 2, sentences
1 and 2.
Section 4
PROCUREMENT OF FUNDS
(1) For the purpose of procuring the necessary funds the Corporation may
issue bonds and raise loans.
(2) The short-term liabilities of the Corporation must not exceed ten per
cent of the medium and long-term liabilities.
(3) The bonds issued by the Corporation in domestic currency are suitable
for the investment of money held in trust for a ward.
Section 5
ORGANS
(1) The organs of the Corporation are the Board of Management and the
Board of Directors.
(2) So far as the Law does not provide otherwise, the functions and powers
of the organs shall be regulated by the By-Laws.
Section 6
BOARD OF MANAGEMENT
(1) The Board of Management consists of at least two members. The members
of the Board of Management are appointed and dismissed by the Board of
Directors.
(2) The Board of Management has to conduct the business and to administer
the assets of the Corporation, so far as the Law or By-Laws do not provide
otherwise. The Board of Directors may delegate
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one of its members to the Board of Management. In that case his or her rights as
a member of the Board of Directors are suspended.
(3) The Board of Management represents the Corporation in judicial
proceedings and otherwise. Declarations shall be binding on the Corporation when
they are made either by two members of the Board of Management or by a member of
the Board of Management jointly with an authorised representative. It may be
provided in the By-Laws that declarations on behalf of the Corporation may also
be made by two authorised representatives.
(4) Where a declaration has to be made vis-a-vis the Corporation it is
sufficient that it is being made vis-a-vis one member of the Board of
Management.
(5) The compensation of the members of the Board of Management shall be
regulated by contract between them and the Corporation, represented by the Board
of Directors.
Section 7
BOARD OF DIRECTORS
(1) The Board of Directors of the Corporation consists of:
1. the Chairman and his Deputy; they shall be appointed by the Federal
Government; they must be personalities with special experience in financial
affairs;
2. the Federal Minister of Finance, the Federal Minister for Foreign
Affairs, the Federal Minister for Economic Affairs, the Federal Minister of
Food, Agriculture and Forests, the Federal Minister of Transport, the Federal
Minister for Economic Cooperation and Development and the Federal Minister for
the Environment, Nature Conservation and Nuclear Safety; they may cause
themselves to be represented at meetings of the Board of Directors and its
committees by their permanent deputies or by department heads;
3. five members who shall be appointed by the Bundesrat;
4. (deleted);
5. one representative each of the mortgage banks, of the savings banks, of
the cooperative banks, of the commercial banks and of a credit institution
prominent in the field of industrial credit, the said representatives to be
appointed by the Federal Government after consultation of the groups concerned;
6. two representatives of industry and one representative each of the
municipalities (associations of municipalities), of agriculture,
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of the crafts, of trade and of the housing industry, the said representatives to
be appointed by the Federal Government after consultation of the groups
concerned;
7. four representatives of the trade unions, who shall be appointed by the
Federal Government after consultation of the groups concerned.
(2) The Chairman of the Board of Directors and his Deputy shall be
appointed for a term of five years; their reappointment is possible.
(3) The term of office of the other members of the Board of Directors, with
the exception of the members mentioned in paragraph 1, No. 2, shall be three
years. Each year one-third of the members shall retire; their reappointment is
possible. Further details are regulated in the By-Laws.
(4) Unless otherwise provided, the Board of Directors takes its decisions
by a simple majority of the votes cast, each member having one vote. In case of
a tie in votes the vote of the Chairman shall be decisive. The presence of at
least one-half of the members is required for a quorum. The By-Laws may permit
the taking of a decision by means of written voting.
(5) The Board of Directors has the duty of currently supervising the
conduct of the Corporation's business and the administration of its assets. It
may give the Board of Management general or special directions. In particular,
it may reserve to itself approval of the conclusion of particular transactions
or types of transactions.
(6) Except in the cases mentioned in paragraph 5, sentences 1 and 2, and in
Articles 8, 9 and 10, the Board of Directors may revocably delegate its powers
to committees. Further details are laid down in the By-Laws.
Section 8
BY-LAWS
(1) The By-Laws of the Corporation are drawn up by the Board of Management
and resolved by the Board of Directors. They must be approved by the Supervisory
Authority (Article 12, para. 1, sentence 1).
(2) The Board of Directors may vote amendments of the By-Laws by a majority
comprising two-thirds of the votes cast, but not less than half of all the
members. Such amendments must be approved by the Supervisory Authority.
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Section 9
ANNUAL REPORT
(1) The annual report and the consolidated financial statements shall be
drawn up, audited and published in conformity with Articles 340a to 340o of the
Handelsgesetzbuch (Commercial Code). The auditors are to be suggested by the
Board of Supervisory Directors and appointed by the Supervisory Authority in
agreement with the Bun-desrechnungshof (Federal Audit Office).
(2) The Board of Directors decides as to approval of the annual statement
of accounts within the first six months after the end of each business year; it
has to adopt the necessary measures if it does not grant such approval.
(3) The business year is the calendar year.
(4) The competent authorities of the Federal Republic of Germany have the
rights stated in Article 55, para. 2 of the Haushalts-grundsatzegesetz (Budget
Law) and in Article 112, para. 2 of the Bundeshaushaltsordnung (Federal Budget
Regulations).
Section 10
NET PROFIT
(1) There shall be no distribution of profits.
(2) The annual net profit after depreciation allowances and allocations to
reserves for special purposes is to be allocated to a legal reserve, the amount
of which shall be limited to one hundred and twenty-five million Deutsche Mark.
(3) The exceeding net profit shall be allocated to a special reserve.
Section 11
LEGAL STATUS
(1) With respect to taxation, erection of buildings, accommodation and rent
of buildings, the Corporation shall have the same rights as the Deutsche
Bundesbank.
(2) The provisions of the Handelsgesetzbuch (Commercial Code) regarding
entry in the Handelsregister (Commercial Register) are not applicable to the
Corporation.
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Section 12
SUPERVISION
(1) The Corporation is subject to the supervision of the Federal
Government; the exercising of the said supervision may be delegated to a Federal
Minister. The Supervisory Authority is empowered to adopt all measures for the
purpose of keeping the conduct of the Corporation's business in conformity with
the laws, the By-Laws and the regulations.
(2) Evidence of authority to represent the Corporation shall be provided
through a confirmation by the Supervisory Authority carrying an official seal.
Section 13
DISSOLUTION
(1) The Corporation can be dissolved only by a law.
(2) If in the event of dissolution the assets remaining after adjustment of
all liabilities exceed the amount of the paid up capital, the surplus up to the
amount of the special reserve shown on dissolution of the Corporation shall
first be used to meet the losses and the expenditure which have arisen for the
Federal Republic or the ERP Special Fund in connection with the Corporation's
development loans, or through use of guarantees given in respect of such loans.
Out of the residue then remaining an amount up to the level of the legal reserve
shown on dissolution of the Corporation shall be distributed half each to the
Federal Republic and the Lander. For the rest the assets shall be distributed in
proportion to the shares in the capital.
Section 14
DATE OF COMING INTO FORCE
This Law shall come into force on its promulgation. *
* This provision relates to the coming into force of the Law in the
original version of 5 November, 1948 (WiGBl., p. 123). The date of coming into
force of the later amendments ensues from the Laws specified on pp. 4-5.
The text of this law is also available in German, French and Spanish. Only
the German original is legally binding.
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