ARTICLES OF ASSOCIATION
OF THE FIRM
GLUKOMEDITECH AKTIENGESELLSCHAFT
HAVING ITS SEAT IN WITTEN /RUHR
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General Provisions
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1
Firm, Seat, Business Year
1. The joint-stock company bears the firm name
GlukoMediTech Aktiengesellschaft.
2. The Company has its seat in Witten an der Ruhr.
3. The business year begins on 01 July of every calendar year. For the first
time, that is the case starting on 01 July 2000. The period from 01 January 2000
to 30 June 2000 forms an incomplete business year.
2
Object of the Company
1. The object of the Company is the development of new medical-technical
devices, in particular bio-medical sensors - e.g. for the determination of
glucose levels - mainly on the basis of physical principles as well as any other
activities appropriate to serve the purpose of the enterprise.
2. The Company shall be entitled to participate in other companies of the
same kind - of whatever legal form -, to establish and acquire such companies
and to maintain branch offices within the country and abroad. The Company can
manage such companies or restrict itself to the administration of the
participatory share. It can outsource its operations in part or as a whole to
affiliated companies or leave them to such companies.
3
Announcements
The Company shall make its announcements exclusively in the Federal Bulletin
(Bundesanzeiger).
Share Capital and Shares
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4
Amount and Division of the Share Capital
1. The Company's share capital amounts to DM 100,000.00 (amount in words:
one hundred thousand German Mark) and is divided into 20,000 shares having a par
value of DM 5.00 each. The shares are registered under the name.
2. Upon the issue of new shares, the begin of the participation in profits
can be fixed in derogation of 60 Subsec. 2 of the AktG. The form of the share
certificate, interim certificates, divided and renewal coupons shall be fixed by
the Managing Board, subject to the approval of the Supervisory Board. The same
shall apply to any bonds.
3. The Company is entitled to issue share certificates representing several
shares (multiple share certificates).
4. If, in case of a capital increase, the resolution on the increase does
not include any regulations providing whether the new shares are to be
registered on the bearer or under the name, such shares shall be registered
under the name.
5. In case of selling their blocks of shares or any individual shares, the
founders undertake to offer them for sale to the other founders first. Should
none of the other founders accept such offer, the party willing to sell shall be
free so sell the shares to a third party.
5
Bonds
Subject to the Supervisory Board's approval, the Company can issue bonds up to
the amount of the respective share capital.
6
Place of Jurisdiction
With the subscription for or purchase of shares or interim certificates, the
shareholder submits himself/herself to the Company's regular place of
jurisdiction with regard to any disputes with the Company or any members of
organs of the Company.
Constitution and Administration of the Company
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7
Organs
The Company's organs comprise
a) the Managing Board;
b) the Supervisory Board; and
c) the Shareholders' Meeting.
The Managing Board
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8
Composition and Rules of Procedure of the Managing Board
1. The Managing Board shall comprise two members. As for the rest, the
Supervisory Board shall determine the number of members of the Supervisory
Board. The Supervisory Board can appoint a Chairman and a Deputy Chairman of the
Managing Board. The appointment of deputy members of the Managing Board is
admissible.
2. The Managing Board shall unanimously adopt Rules of Procedure that shall
be subject to the approval of the Supervisory Board.
3. Decisions of the Managing Board shall be adopted by simple majority. In
case of an equality of votes, the Chairman shall have the casting vote.
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9
Representation of the Company
The Company shall be legally represented
- by one member of the Managing Board, if he/she has been granted sole power
of
representation by the Supervisory Board;
- by two members of the Managing Board;
- by one member of the Managing Board together with a Prokurist.
By decision of the Supervisory Board:
a member of the Managing Board can be exempted from the prohibition of
self-contracting
( 181 of the BGB).
Supervisory Board
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10
Composition, Term of Office, Resignation
1. The Supervisory Board shall comprise three members.
2. The members of the Supervisory Board shall be elected for the period
until the end of the Shareholders' Meeting deciding on their discharge for the
fourth business year after the begin of their term of office. The business year
in which the term of office begins shall not be counted. The successor of a
member who resigns before the expiration of the term of office shall be elected
for the remaining term of office of such resigned member, unless the
Shareholders' Meeting decides otherwise on his/her term of office.
3. The members of the Supervisory Board can resign from their office by
means of a written notice addressed to the President of the Supervisory Board or
to the Managing Board, observing a notice period of four weeks. In case of
resignation for good cause, the member of the Supervisory Board is not bound by
that notice period.
11
President and Vice-President
1. Following the Shareholders' Meeting at which all members of the
Supervisory Board to be elected by the Shareholders' Meeting have been newly
elected, there shall be held a meeting of the Supervisory Board that will not
require a special invitation. At that meeting, the Supervisory Board shall elect
a President and a Vice-President.
2. If the President or his/her Vice-President should prematurely resign from
office, the Supervisory Board must immediately hold an election for the
remaining term of office of the resigned member.
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12
Calling of Meetings and Adoption of Resolutions
1. The meetings of the Supervisory Board shall be called by the President in
writing, observing a period of fourteen days. The day of posting the notice and
the day of the meeting shall not be counted in calculating the period. In urgent
cases, the President can reduce the period and call the meeting orally, be
telephone, telex or telegraph.
2. Outside the meetings, the passing of resolutions in writing, by
telegraph, telefax or telex shall be admissible, provided none of the members
opposes such procedure within a reasonable period fixed by the President.
3. The Supervisory Board shall be competent to pass resolutions if at least
two of its members take part in the meeting. Resolutions must be passed by a
majority of the votes cast. In case of an equality of votes, the President or,
if the President does not take part in passing the resolution, the
Vice-President shall have the casting vote.
4. The President of the Supervisory Board is authorized to make, on behalf
of the Supervisory Board, the declarations of intention necessary for the
implementation of the resolutions passed by the Supervisory Board and its
committees.
13
Tasks, Rules of Procedure of the Supervisory Board
1. The Supervisory Board must supervise the management of the Company by the
Managing Board.
The following shall be subject to prior approval by the Supervisory Board:
a) The purchase of participatory shares of companies that require expenses
of more that DM 100,000.00;
b) The purchase and sale of real property and rights equal to real property
having a net value of more than DM 250,000.00 as well as any encumbrance of real
property;
c) The appointment of fully authorized representatives and Prokurists as
well as the employment of persons whose remuneration is higher than the amount
to be specified by the Supervisory Board;
d) Any other legal transaction for which the Supervisory Board has expressly
reserved the right of approval in individual cases.
2. The Supervisory Board shall adopt its rules of procedure within the
framework of imperative legal provisions and of the regulations of these
Articles of Association.
14
Remuneration
1. After the end of a business year, each member of the Supervisory Board
shall be paid an appropriate remuneration to be determined in a resolution
passed by the Shareholders' Meeting.
2. The Company shall reimburse the members of the Supervisory Board for
their out-of-pocket expenses. The turnover tax shall be reimbursed by the
Company to the extent as the members of the Supervisory Board are entitled to
charge turnover tax separately to the Company's account and exercise such right.
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Shareholders' Meeting
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15
Place and Calling
1. The Shareholders' Meeting that decides on the discharge of the Managing
Board and of the Supervisory Board, on the distribution of profits, on the
appointment of the auditor and, if applicable, on the adoption of the annual
financial statements (Ordinary Shareholders' Meeting) shall be held during the
first six months of a business year at the seat of the Company.
Extraordinary Shareholders' Meetings shall be called when required for the
good of the Company.
2. It shall be called by the Managing Board.
3. The Shareholders' Meeting must be called at least one month before the
last day for deposit. The day of announcement and the last day of the deposit
period shall not be counted. If the shareholders are known by name, the
Shareholders' Meeting can be called by registered letter; the day of posting
being the day of announcement.
16
Participation and Right to Vote
1. Only shareholders having deposited their Company shares with a German
notary public, with a securities clearing and depositing bank, or with one of
the depositories indicated in the calling notice during the business hours and
leaving them in such deposit until the end of the meeting shall be entitled to
participate in the Shareholders' Meeting and to exercise their right to vote.
The depositing shall also be regarded as effected at one of the enlisted
depositories when shares, with the consent of such depositories and on their
behalf, are held in a blocked securities deposit of a credit institution until
the end of the Shareholders' Meeting.
2. The depositing must be effected not later than on the 7th day before the
Shareholders' Meeting. If that day is a Saturday, Sunday or public holiday, the
depositing shall be admissible until the next following working day.
In case of a deposit with a German notary public or a securities clearing
and depositing bank, the certificate issued on such deposit must be submitted to
the Company not later than on the first working day after the expiration of the
deposit period.
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17
Chairman of the Shareholders' Meeting
1. The Shareholders' Meeting shall be chaired by the President of the
Supervisory Board or, in case of absence, by the Vice-President. If both of them
are prevented from taking part, the chairman shall be appointed by the
Shareholders' Meeting.
2. The Chairman presides at the meeting and determines the order in which
the items of the agenda are discussed as well as the type and order of the
voting.
3. The minutes of the resolutions passed by the Shareholders' Meeting shall
be taken in accordance with 130 of the AktG.
18
Passing of Resolutions
1. Every DM 5.00 of par value of the shares entitle to one vote at the
Shareholders' Meeting. The right to vote commences as soon as the statutory
minimum contribution has been made on the shares.
2. Unless otherwise required by imperative legal provisions, the resolutions
of the Shareholders' Meeting shall be passed by simple majority of the votes
cast and, in case capital majority is required by law in addition to a majority
of votes, by simple majority of the share capital represented in the voting.
19
Annual Financial Statements and Ordinary Shareholders' Meeting
1. Observing the periods prescribed by law, the Managing Board must draw up
the annual financial statements and, if applicable, the management report for
the preceding business year and submit them to the auditor. Immediately after
receipt of the auditor's report, the Managing Board must submit the annual
financial statements, the management report, the auditor's report as well as the
proposal for the distribution of the net earnings for the year to the
Supervisory Board.
2. The Supervisory Board must verify the annual financial statements, the
management report and the proposal for the distribution of the net earnings for
the year. Within one month form the receipt of the documents, the Supervisory
Board must present its report to the Managing Board.
Upon receipt of the Supervisory Board's report on the result of its
verification, the Managing Board must immediately call the Ordinary
Shareholders' Meeting that has to take place within the first six months after
the end of the preceding business year. The Shareholders' Meeting decides on the
adoption of the annual financial statements, on the distribution of the net
earnings/losses for the year and, if applicable, appoints the auditor.
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20
Dissolution of the Company
In case of dissolution of the Company by winding-up or merger with another
joint-stock company, the Shareholders' Meeting deciding on such winding-up or
merger shall determine the mode of procedure and appoint the liquidator.
21
Incorporation Expenses
The parties involved declared that the Company established shall bear the fees
of notary public and commercial register and taxes, if any, to an amount of DM
5,000.00.
22
Non-Competition Clause
1. All shareholders and members of the Managing Board and Supervisory Board
are generally prohibited from engaging, whether directly or indirectly, on a
commercial or temporary basis, for their own or for another's account, in the
Company's line of business, from acquiring a respective business enterprise,
from participating in or other wise supporting such business enterprise. This
shall apply with the exception of a participation in business enterprises
affiliated with this Company.
In the same way, any participation in competing enterprises - except in the
form of shares and convertible bonds - even as dormant partner or
sup-participant is inadmissible.
The prohibition of competition shall end one year after the withdrawal of
the person concerned.
2. Exceptions from the prohibition of competition can be admitted by
resolution of the Supervisory Board. In passing such resolution, the beneficiary
shall not have a right to vote.
3. Mrs. Dr. Barnikol, Prof. Dr. Barnikol, Mr. Kappes, Mr. Kutscher and Dr.
Dr. Burkhard are exempted from the prohibition of competition to the extent as
activities are concerned that they performe within the scope of any currently
existing participation or as their organs.
With regard to any project companies to be established, the above-mentioned
persons shall be exempted from the prohibition of competition already now.
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I hereby certify that the provisions of the Articles of Association amended at
the Extraordinary Shareholders' Meeting of 08 June 2000 correspond to the
resolutions on the alteration of the articles adopted at that Extraordinary
Shareholders' Meeting and that the provisions of the Articles of Association not
altered at the Extraordinary Shareholders' Meeting of 08 June 2000 correspond to
the complete wording of these provisions in the Articles of Association last
submitted to the Commercial Register.
Today, I convinced myself of the complete wording of the provisions of the
Articles of Association last submitted to the Commercial Register by inspecting
the files of the register.
Witten, 08 June 2000
signed Ludwig
Notary Public
I HEREBY CERTIFY THAT THIS IS A TRUE AND
COMPLETE TRANSLATION OF THE PRESENTED
GERMAN DOCUMENT. THIS TRANSLATION
COMPRISES 1 PAGES.
Berlin, 20 July 2000
Jochen Wendt
Graduate Interpreter/Translator for German, English, Portuguese
Generally Sworn Interpreter for the Courts and Notaries of Berlin
