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Member of the Executive Board (8) · Change of legal form: Landesbank Berlin AG · Capital: €800M · Seat: Berlin · Legal form: AG · Proxy · Company statute · Corporate Purpose · Sub­sidiary Hrb22 Dec 2005 German Trade Register Announcements, Germany (19/12/2005)

Overview

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Landesbank Berlin AG, Berlin (
Alexanderplatz 2, 10178 Berlin
). Company: Landesbank Berlin AG; Headquarters: Berlin; The object of the undertaking is the operation of banking transactions of any kind and the conduct of related commercial, financial and other services of all kinds. The company may realize this object of the company itself or through subsidiaries and affiliates. The company is entitled to take over the sponsorship of public credit institutions, insurance companies, building societies and other public-law companies by means of the loan. To the extent permitted by law, the Company shall be entitled to any business and measure which appears to promote the purpose of the company, in particular to acquire and sell land, rights and buildings equal to land, to establish branches at home and abroad, to acquire, to manage and sell shareholdings in other companies, including public or private credit institutions, or other entities and associations, and to conclude business contracts. The company may have branches under the names "Berliner Sparkasse" and "Berliner Bank". The company is entitled to sponsorship of the Berliner Sparkasse and is obliged to do so in accordance with a loan pursuant to Section 3 (2) p. 2, 3 of the Berlin Savings Bank Act of June 28, 2005 (GVBl 2005, p. 346). Berliner Sparkasse is a public-law savings bank in accordance with Section 3 (1) of the Berlin Savings Bank Act and is managed as a branch of the company. The Berliner Sparkasse is responsible for promoting saving and satisfying local credit needs, especially for small and medium-sized enterprises and the economically weaker populations. She is responsible for keeping a seal with her name. Berliner Sparkasse conducts banking operations of all kinds and other transactions that serve the purpose of Berliner Sparkasse. It is entitled to issue Pfandbriefe, municipal bonds and other bonds and may assume fiduciary duties. The business of Berliner Sparkasse must be carried out in accordance with commercial principles, taking into account general economic considerations. The achievement of profit is not the main purpose of the business operation of Berliner Sparkasse. The division of Berliner Sparkasse is to be aligned with the State of Berlin. It is entitled to set up branches. In accordance with Section 3 (4) and 5 of the Berlin Savings Bank Act, the company has the task of a savings bank central bank (Girozentrale) and is considered to be its own savings bank association. It may be a member of associations of German savings bank and giro associations and giro centres or join them. The company is in its function as the bearer of the Berliner Sparkasse as well as as the Sparkassenzentralbank (Girozentrale) and Sparkassenverband under the supervision of the supervisory authority in accordance with Section 9 of the Berlin Savings Bank Act. Share capital: EUR 800,000,000; Representation: The company has at least three members of the Board of Management. The company is represented by two members of the Board of Management or by a member of the Board of Management together with an authorized representative. Board of Directors: ??????, ?????????, *??.??.????, Chairman of the Board of Management, Königstein; Board of Directors: ?????????, ?????, *??.??.????, Berlin; Board of Directors: Dr. Evers, Johannes, *??.??.????, Berlin; Board of Directors: ???????????, ???, *??.??.????, Hamburg; Board of Directors: Kulartz, Hans Jürgen, *??.??.????, Berlin; Board of Directors: ??????, ?????? ??, *??.??.????, Berlin; Board of Directors: Dr. ????, ??????, *??.??.????, Mannheim; Legal form: AG; Articles of Association of: Ungenannte Str. ??, 2005 Legal, Germany relations: The company was created by changing the form of the Landesbank Berlin - Girozentrale -, based in Berlin (District Court of Charlottenburg (Berlin) HRA 30817 B), as a result of the act on the Berlin Savings Bank and the conversion of the Landesbank Berlin -Girozentrale - into a AG of June 28, 2005 with effect from January 1, 2006; There is a partial profit transfer agreement (contract for the establishment of a silent company (non-innovative) for EUR 796 million) of June 14, 2004 with the Land of Berlin, which the guarantor meeting approved on July 16, 2004 pursuant to Paragraph 6 (5) of the Act on Landesbank Berlin - Girozentrale - as amended in December 3, 1993, last amended by the Act amending the Investment Bank Act and the Act on the Landesbank Berlin - Girozentrale - of December 2, 2004; There is a partial profit transfer agreement (contract for the establishment of a silent company (innovative) for EUR 304 million) of June 14, 2004 with the Land of Berlin, which the guarantor meeting on July 16, 2004 approved pursuant to Section 6 (5) of the Law on The Landesbank Berlin - Girozenrale - as amended in December 3, 1993, last amended by the Act amending the Investment Bank Act and the Act on the Landesbank Berlin - Girozentrale - of December 2, 2004. Published as unregistered: The share capital is broken down into 800,000,000 no-par value shares with a pro rata amount of the share capital of EUR 1.00. The company is charged a start-up expense of up to EUR 200,000. The founder who took over all the shares is: Bankgesellschaft Berlin AG (District Court of Charlottenburg (Berlin) HRB 527 B). Members of the Supervisory Board are: 1. Dr. h.c. Klaus G. Adam, Auditor, Wiesbaden, as Chairman; 2. Dr. Thilo Sarrazin, Senator for Finance of the State of Berlin, as Vice-Chairman; 3. Axel Berger, auditor and ?????????????, ???????; 4. Dr. Michael Endres, former ???????? of the Board of Management of Deutsche Bank AG, Königstein; 5. Dr. Thomas Guth, Ceo of the Society for Industrial Investments Dr. Schmidt AG & Co. KG, Berlin; 6. Dr. Heinz-Gerd Stein, former ???????? of the Board of ThyssenKrupp AG, Dinslaken; 7. Harald Wolf, Senator for Economic Affairs, Labour and Women of the Land Berlin, Berlin; 8. Bernd Wrede, former ???????????? of the Board of Management of Hapag-Lloyd AG, Hamburg. The documents filed with the application, in particular the examination reports, may be consulted in court. Creditors shall be provided in writing if, within six months of the date on which the registration of the conversion is deemed to have been made public, they must be provided with security, provided that they cannot demand satisfaction. However, creditors are only entitled to this right if they demonstrate that the conversion jeopardises the fulfilment of their claim. The right to claim security is not available to creditors who, in the event of insolvency, have the right to preferably satisfaction from a cover mass established in accordance with the law for their protection and supervised by the state.

This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: Landesbank Berlin AG, Berlin, Germany.

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