Exhibit 3.2
BY-LAWS OF
KREDITANSTALT FUR WIEDERAUFBAU
as amended on November 19, 1968, considering the amendments of April 13, 1973,
April 2, 1974, November 28, 1977, November 17, 1987, May 16, 1988, May 5, 1995,
May 3, 1996, January 23, 1998, and November 13, 1998, January 23, 1998, November
13, 1998, October 26, 2000 and May 10, 2001, as resolved by the Board of
Directors and approved by the Supervisory Authority pursuant to Article 8,
paragraph 2, of the Law Concerning the Kreditanstalt fur Wiederaufbau.
Section 1
BOARD OF MANAGEMENT
(1) The members of the Board of Management shall be appointed upon
recommendation of the Legal and Administrative Committee by the Board of
Directors for a maximum term of five years; they may be reappointed or their
terms of office may be extended by up to five years in each case; this requires
another resolution by the Board of Directors which may be passed no sooner than
one year prior to the termination of the current term of office. The Board of
Directors may revoke the appointment of a member of the Board of Management for
important cause.
(2) The Board of Management (Article 6 of the Law) shall conduct the
business and administer the assets of the Corporation in conformity with the
Law, these By-laws, and any rules for the Board of Management that the Board of
Directors may issue. The Board of Management is responsible to the Board of
Directors for duly performing its duties and for carrying out all resolutions of
the Board of Directors.
(3) At regular intervals, at least every three months, the Board of
Management shall report in writing to the Board of Directors on the course of
business and the financial position of the Corporation. On occasion of
importance, furthermore, the Board of Management shall report in writing to the
Chairman or the Deputy Chairman of the Board of Directors; in urgent cases
reporting may be done orally, to be followed by a report in writing without
undue delay. The report must conform to the principles of conscientious and true
accounting.
(4) Resolutions concerning important matters must be passed by a majority
of the entire Board of Management; any tie in voting shall be considered as
rejection.
(5) The aggregate compensation of each member must be adequate to his or
her responsibilities and the situation of the Corporation.
(6) Without the consent of the Board of Directors, the members of the
Board of Management may not conduct any commercial business or transact business
for their own or someone else's account within the Corporation's line of
business. Nor may they be member of the Board of Management, manager, or general
partner in any other business without the approval of the Board of Directors.
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(7) The Corporation may grant loans to members of its Board of Management
only with the approval of the Board of Directors. This does not apply to loans
not exceeding one month's salary.
Section 2
LIMITATION OF THE BOARD OF MANAGEMENT'S
MANAGING AND ADMINISTRATIVE COMPETENCE
(1) It is only with the prior assent of the Board of Directors that the
Board of Management may
1. issue bonds (Article 4, para. 1 of the Law);
2. take loans in foreign countries (Article 4, para. 1 of the Law);
3. grant loans directly for projects serving the reconstruction or
promotion of the German economy and loans in connection with export transactions
of domestic enterprises (Article 3, para 1, second part of sentence 1 of the
Law);
4. grant indirect loans, if these result in the aggregate indebtedness of
one and the same ultimate borrower or of a credit institution to the Corporation
exceeding euro fifty million, unless the Board of Directors has set other limits
to aggregate indebtedness; the undertaking of a guarantee by the Corporation
shall be deemed to be equivalent to granting a loan;
5. grant short-term loans for projects serving the reconstruction or
promotion of the German economy (Article 3, para. 1, second part of sentence 2
of the Law);
6. issue guarantees for short-term loans concerning projects serving the
reconstruction or promotion of the German economy (Article 3, para. 3 of the
Law);
7. use securities other than those provided by the Law (Article 3, para.
2, sentence 2 of the Law);
8. take other securities than those provided by the Law when issuing
guarantees pursuant to Article 2, para. 1, No. 3 of the Law (Article 3, para. 3
of the Law);
9. conduct other business in the meaning of Article 2, para. 3 of the Law;
this does not apply to
a) the investment of funds deriving from borrowings or the proceeds of
debentures which are not immediately needed for granting loans, as well as the
investment of other available funds;
b) the taking of time deposits, insofar as this is needed for preliminary
or interim financing;
c) purchases and sales of accounts receivable and fixed-interest
securities;
d) purchases and sales of the Corporation's bonds for the purpose of
maintaining their market value;
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e) purchases and sales of bills of exchange in connection with loan
transactions;
f) the keeping of balances on current accounts.
(2) In the cases listed in paragraph 1 under Nos. 3 to 8, the Credit
Granting Committee (Article 9, para. 3) shall decide instead of the Board of
Directors as to loans not exceeding euro hundred million, unless the latter
reclaims its power of assent (Article 7, para. 6 of the Law).
(3) Should the need for speedy decision make it impossible to obtain prior
assent in the cases mentioned in paragraphs (1) and (2), subsequent
authorization by the Board of Directors (para. 1) or by the Credit Granting
Committee (para. 2) shall be procured at the earliest opportunity.
(4) Once the Board of Directors or the Credit Granting Committee has
authorized a loan to a borrower, the Board of Management need not obtain a new
prior assent for increasing such loan provided the approved line of credit is
not exceeded by more than 25 percent, unless the amount by which the line of
credit is to be increased surpasses euro fifty million.
(5) The provisions of paragraph 1, Nos. 3, 4, 5, and 7, do not apply to
loans granted for account of third parties (Article 3, para. 4 of the Law).
(6) Measures intended to be taken by the Board of Management in important
administrative matters must be approved by the Legal and Administrative
Committee (Article 9, para. 2); paragraph (3) applies mutatis mutandis.
Important administrative matters within the meaning of this provision include
particularly the acquisition and disposal of real estate needed for the business
of the Corporation.
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Section 3
REPRESENTATION OF THE CORPORATION
(1) For statements to be issued vis-a-vis the Corporation it is sufficient
that they be made to one member of the Board of Management (Article 6, para. 4
of the Law).
(2) Generally statements by the Corporation shall be made in writing and
are binding on the Corporation when they are issued jointly either by two
members of the Board of Management or by one member of the Board of Management
together with an authorized representative (Article 6, para. 3, sentence 2 of
the Law). In the case of written declarations, the signatures of two members of
the Board of Management or of one member of the Board of Management and an
authorized representative shall be added to the name of the Corporation. Upon
specific direction of the Board of Management,
1. documents may also be signed with binding effect by two authorized
representatives,
2. statements by the Corporation in writing that are made or
transmitted with the aid of automatic equipment may be issued with
facsimile signatures or, if supported by a corresponding note, may be
issued with binding effect with two names or members of the Board
of Management or authorized representatives added mechanically, and
3. statements by the Corporation may also be issued by two authorized
representatives with binding effect by way of electronic transmission.
(3) Without prejudice to the official designation of the authorized
representatives and subject to any internal limitations of their power of
representation, the provisions of Articles 49, 50, 52, and 54 HGB concerning
authorized signatories and authorized officers mutatis mutandis determine the
scope of their power of representation.
(4) The names of the members of the Board of Management and of the
authorized representatives whose power of representation equals that of an
authorized signatory in the meaning of Article 49 HGB shall be published in the
"Bundesanzeiger" without undue delay; the same applies to any change in the
identity of the members of the Board of Management and of the authorized
representatives concerned.
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(5) The Board of Directors represents the Corporation in dealing with the
members of the Board of Management or in case of legal disputes with them.
Agreements with the Board of Management, in particular concerning the
remuneration paid to its members (Article 6, para. 5 of the Law), shall be
concluded by the Chairman on behalf of the Board of Directors subject to the
approval of the Legal and Administrative Committee (Article 9, para. 2).
Section 4
MEMBERSHIP OF THE BOARD OF DIRECTORS
(1) The term of office of the members of the Board of Directors shall
begin on January 1.
(2) The Chairman of the Board of Directors shall notify the member
concerned and the authorities competent under Article 7, para. 1 of the Law to
appoint members of the Board of Directors of the impending retirement of such
member not later than October 31 of the respective year.
(3) In case a member of the Board of Directors retires prematurely, the
member replacing him shall be appointed to serve for the remainder of the
retiring member's term of office.
(4) The Members of the Board of Directors are bound to maintain secrecy.
They must not make unauthorized use of business secrets coming to their
knowledge when performing their duties. This obligation remains valid also after
retirement from the Board of Directors.
(5) The members of the Board of Directors shall receive an expense
allowance as determined by the Supervisory Authority. In addition, they shall be
paid travelling expenses and daily allowances for their attending meetings of
the Board of Directors as well as of its committees or advisory boards.
(6) It is only upon prior assent of the Board of Directors that the
Corporation may grant loans to members of the Board of Directors.
Section 5
DUTIES AND POWERS OF THE BOARD OF DIRECTORS
(1) It is the duty of the Board of Directors to supervise constantly the
conduct of the Corporation's business and the administration of its assets
(Article 7, para. 5 of the Law). The members of the Board of Directors are
responsible to the Corporation for duly performing their duties.
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(2) The Board of Directors may at any time require the Board of Management
to submit a report on the affairs of the Corporation. An individual member may
also require such a report, but only to the Board of Directors; should the Board
of Management decline to submit such report, the report may be required only if
the requirement is supported by another member of the Board of Directors.
Section 6
SPECIFIC POWERS OF THE BOARD OF DIRECTORS
Without prejudice to the powers from its general supervisory
authority, the Board of Directors is competent:
1. to resolve amendments to the By-laws (Article 8 of the Law);
2. to issue rules for the conduct of its own business as well as for that
of the committees and advisory boards provided for in Article 9;
3. to appoint and dismiss the members of the Board of Management;
4. to issue guidelines for the Corporation's loan business;
5. to allocate, with a view to performing the functions listed in Article
2, paras. 1 and 2 of the Law, the funds available insofar as this appears
opportune considering their size and provided the funds are not earmarked for
specific purposes;
6. to approve of activities of the Board of Management pursuant to Article
2, paras. 1, 2, 4, and 6;
7. to issue general or specific orders to the Board of Management (Article
7, para. 5, sentence 2 of the Law);
8. to approve the Annual Statement of Accounts (Article 9 of the Law);
9. to select the auditor (auditing company) to be proposed to the
Supervisory Authority (Article 9, para. 1 of the Law);
10. to designate the journals, apart from the "Bundesanzeiger", suitable
for publishing announcements of the Corporation.
Section 7
MEETINGS OF THE BOARD OF DIRECTORS
(1) The Board of Directors shall meet as often as required by the state of
business at the place designated with the call. It must be called once each
calendar half-year.
(2) The meetings shall be called by the Chairman or, in case of his
inability, by his deputy; the Chairman or his deputy may order the Board of
Management to call the meeting.
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(3) A meeting must be called whenever required by at least eight members
of the Board of Directors or by the Board of Management, with the subject of
discussion stated, or if required by the Supervisory Authority.
(4) As a rule, the meeting shall be called by registered letter, if
possible with the agenda. There must be a period of at least six days between
the invitation and the date of the meeting; this requirement will be held to
have been observed if the letter of invitation has been mailed not later than
the sixth day prior to the meeting.
(5) The members of the Board of Management shall attend the meetings of
the Board of Directors in an advisory capacity. The Board of Directors may
decide to call in experts and consultants.
Section 8
RESOLUTIONS OF THE BOARD OF DIRECTORS
(1) The Board of Directors may pass resolutions if at least one-half of
its members are present or, insofar as this is permissible (Article 7, para. 1
No. 2 of the Law), are represented. Unless the Law or the By-laws provide
otherwise, the Board passes its resolutions by simple majority of the votes
cast; in the case of a tie, the vote of the Chairman shall decide (Article 7,
para. 4, sentences 1 and 2 of the Law).
(2) In cases of urgency, resolutions may be passed by letter or
telegraphic balloting. They are deemed to have been passed as soon as
affirmative written or telegraphic statements from at least one-half of the
members or, insofar as this is permissible (Article 7, para. 1, No. 2 of the
Law), from their deputies have been received by the Corporation. If the Law or
the By-laws require a majority of more than one-half of the votes cast for
passing the resolution in question (Article 8, para. 2 of the Law), such
resolution shall be deemed to have been passed as soon as the required majority
of the members or, insofar as this is permissible (Article 7, para. 1, No. 2 of
the Law), their deputies have assented by letter or telegram to the resolution
to be passed.
(3) Written invitations to vote shall be sent by registered mail;
telegraphic invitations to vote shall be confirmed by registered mail without
undue delay.
(4) The results of votings by letter or telegram shall be announced at the
next meeting of the Board of Directors.
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(5) Each meeting of the Board of Directors shall be recorded by minutes
which are to be signed by the Chairman or his deputy.
(6) All binding statements made by the Board of Directors within its
authority must be in writing; they shall be signed by the Chairman or, in case
of his inability, by his deputy.
Section 9
SETTING UP COMMITTEES AND ADVISORY BOARDS
(1) For the purpose of performing the duties assigned to it, the Board of
Directors may revocably set up committees from its membership, at the same time
designating their chairmen and deputy chairmen; furthermore it may authorize
such committees to take final decisions on its behalf (Article 7, para. 6 of the
Law). Such committees shall be able to take decisions whenever at least one-half
of their members are present in addition to their chairmen or deputy chairmen.
Deputies for the members of the committees shall be appointed as required.
(2) For the handling of legal and administrative matters a Legal and
Administrative Committee shall be established, composed of the Chairman and the
Deputy Chairman of the Board of Directors as well as five of its members, three
of whom shall be members as defined by Article 7, para. 1, No. 2 of the Law.
Resolutions of this committee under Article 1, para. 1, and Article 3, para. 5
must be passed by a ajority of two-thirds of the members entitled to vote.
(3) For the handling of credit matters a Credit Granting Committee shall
be established, composed of the Federal Minister of Finance (Chairman) and the
Federal Minister of Economics (Deputy Chairman) as well as ten further members,
two of whom shall be members as defined by Article 7, para. 1, No. 2 of the Law.
(4) The Chairman of the Board of Directors shall take the chair in the
Legal and Administrative Committee as well as in the Credit Granting Committee.
The Deputy Chairman of the Board of Directors shall act as deputy chairman of
these committees. Should both the Chairman and the Deputy Chairman of the Board
of Directors be unable to attend, the Credit Granting Committee may elect
another member of the committee to be its chairman for a single meeting; in this
case, the Credit Granting Committee, notwithstanding paragraph 1, shall be able
to take decisions whenever at least one-half of the committee members are
present in addition to the elected chairman.
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(5) Should additional committees be set up, they must include two members
as defined by Article 7, para. 1, No. 2 of the Law.
(6) The drawing-up of minutes and the rendering of binding statements
shall be governed mutatis mutandis by Article 8, paras. 5 and 6.
(7) For the purpose of consultation, the Board of Directors is authorized
to appoint advisory boards composed of experts who need not be members of the
Board of Directors.
(8) The principal results of any committee and advisory board meetings
shall be reported to the Board of Directors at its first meeting subsequent to
any such meetings.
Section 10
CONDITIONS FOR LOANS
The Corporation may determine the conditions under which intermediary
credit institutions shall pass on loans to borrowers; it may stipulate, in
particular, that the loan funds shall be disbursed only in accordance with the
progress of the project financed with such loan.
Section 11
REDEMPTION OF BONDS
Bonds issued by the Corporation shall be withdrawn from circulation by
repurchasing or calling; the bonds to be redeemed by calling shall be determined
by lot.
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Section 12
ISSUANCE OF GUARANTEES
(1) Pursuant to Article 2, paragraph 1, No. 3 and Article 3, paragraph 3
No. 3 of the Law, the Corporation may issue guarantees and similar commitments
also for portfolios of loan obligations.
(2) Guarantees may also be issued for loans taken abroad in either
domestic or foreign currencies.
(3) Any guarantee shall be restricted to the amount that, failing the
Corporation's guarantee, cannot be granted under the laws, statutes, or other
regulations applicable to the lender.
The text of these by-laws is also available in German, French and Spanish.
Only the German original is legally binding.
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