ARTICLES OF ASSOCIATION
OF THE FIRM
SANGUIBIOTECH AKTIENGESELLSCHAFT
HAVING ITS SEAT IN WITTEN /RUHR
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1
The joint-stock company bears the firm name
"SanguiBioTech Aktiengesellschaft".
Its seat is Witten an der Ruhr.
The Company is of unlimited duration.
2
The object of the Company is the research into and development of an artificial
oxygen carrier for medical applications as well as comparable products, the
research in the field of therapeutic and diagnostic products, their development
and the production of and trading in such products.
The Company can perform all activities appropriate to achieve the purpose of the
Company. It can establish or acquire other enterprises and participate in other
business enterprises of the same or a comparable kind.
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.
4
The Company shall make its announcements exclusively in the Federal Bulletin
(Bundesanzeiger).
5
The Company's share capital amounts to DM 100,000.00. It is divided into 20,000
shares having a par value of DM 5.00 each.
6
The shares are registered under the name.
If, in case of a capital increase, the resolution on such 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,
too. 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 buy the shares offered to him/her, the party willing
to sell shall be free so sell them to a third party.
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7
The form of the share certificates and of the dividend 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.
8
The Managing Board
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 of the Managing Board 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.
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).
10
Supervisory Board
The Supervisory Board shall comprise three members. It shall be elected for a
term not longer than until the end of the Shareholders' Meeting deciding on the
discharge for the fourth business year after the election. The business year in
which the election is held shall not be counted.
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When electing the members of the Supervisory Board, the Shareholders' Meeting
shall also elect the same number of deputy members for the same term and decide
the order in which they shall replace, for the remaining term of office, any
members of the Supervisory Board who resign during their term of office.
Any member of the Supervisory Board can resign from his/her office even without
good cause, observing a notice period of one month.
11
At a meeting that shall not require a special invitation and be held subsequent
to the Ordinary Shareholders' Meeting, the Supervisory Board shall annually
elect a President and a Vice-President from amongst its members. That election
is to be repeated as soon as one of these offices ceases.
12
The Supervisory Board shall be competent to pass resolutions when the members
have been invited in writing under their last indicated address and three
members are present. Meetings shall be chaired by the President or the
Vice-President of the Supervisory Board. The type of voting shall be determined
by the chairman of the respective meeting.
Meetings of the Supervisory Board should be called in every calendar quarter, if
possible. They must be called once in a calendar half-year.
Resolutions shall be passed by simple majority. In case of an equality of votes,
the chairman of the respective meeting shall have the casting vote, in elections
the decision shall be taken by drawing lots.
Resolutions of consent with regard to the matters regulated under 13 of these
Articles of Association must be passed by a two-thirds majority of the members
of the Supervisory Board.
The Supervisory Board can also take votes in writing, by telegraph or telefax,
without calling a meeting if the President or the Vice-President orders such
voting and if none of the members of the Supervisory Board opposes that mode of
procedure.
Persons who are not members of the Supervisory Board can take part in the
meetings of the Supervisory Board or its committees instead of members of the
Supervisory Board, provided they have been authorized in writing by such member.
They can also submit written votes of the respective members of the Supervisory
Board. These regulations do not apply to the President and the Vice-President of
the Supervisory Board.
Declarations of intent of the Supervisory Board shall be made by the President
or the Vice-President on behalf of the Supervisory Board.
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13
The approval of the Supervisory Board shall be required:
a) for the acquisition of real property and real property rights as well as
the disposal of real property and real property rights, as far as the object of
disposal exceeds an amount of DM 10,000.00;
b) for the establishment of branch offices and their dissolution;
c) with regard to all buildings concerning the Company's facilities and any
repair of them exceeding an amount of DM 10,000 in every individual case;
d) for the raising or granting of credits and loans of more than DM
10,000.00 each, for the acquisition of any patents at a price of more than DM
10,000.00 as well as for the acquisition of any licences with annual royalties
of more than DM 10,000.00;
e) for the granting of Prokura or general power of attorney as well as for
the conclusion of any contracts on communities of interest;
f) for breaking off current research projects and starting new ones, as well
as for the initiation or abandonment of any production and marketing on the
basis of completed research projects.
In rules of procedure given to the Managing Board, the Supervisory Board can
also determine other transactions than those listed above to be subject to its
approval.
14
The Supervisory Board can form committees from amongst its members and assign
certain tasks to them. The Supervisory Board can also delegate any of its
essential powers to such committees.
15
The President or the Vice-President shall call the meetings of the Supervisory
Board, observing an invitation period of one week. The agenda should be enclosed
with the invitation.
16
Apart from the reimbursement of their expenses, the members of the Supervisory
Board shall receive a fixed remuneration to be paid after the end of a business
year the amount of which shall be determined every year by the Shareholders'
Meeting. For the President, it shall be double and for the Vice-President, one
and a half the amount determined for the other members of the Supervisory Board.
17
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 every business year.
Extraordinary Shareholders' Meetings shall be called when required for the good
of the Company.
18
Place and Calling of Shareholders' Meeting
1. The Shareholders' Meeting shall take place at the seat of the Company.
2. It shall be called by the Managing Board.
3. The Shareholders' Meeting must be called not later than one month before
the last day of deposit, not counting the day of the announcement and the last
day of the deposit period.
If the shareholders are known by name, the meeting can be called by means of
registered letter, the posting date being the day of announcement.
19
Shareholders who have deposited their shares with a German notary public, with a
securities clearing and depositing bank, or with one of the depositories
indicated in the calling notice until the end of the Shareholders' Meeting shall
be entitled to exercise their right to vote at the Shareholders' Meeting. The
deposition shall also be admissible in such manner that the shares, with the
consent of such depository and on its behalf, are blocked by a credit
institution until the end of the Shareholders' Meeting.
If case of a deposit with a German notary public or a securities clearing and
depositing bank, the certificate of such deposit issued by the notary public or
the securities clearing and depositing bank the must be submitted to the Company
not later than one day after the expiration of the deposit period.
20
Every DM 5.00 of par value of the shares entitles to one vote.
21
The Shareholders' Meeting shall be chaired by the President of the Supervisory
Board, by the Vice-President or another member of the Supervisory Board. Should
none of them have appeared or be ready to chair the meeting, the eldest
shareholder present shall open the meeting and have a chairman elected by the
Shareholders' Meeting.
The Chairman shall determine the order in which the items of the agenda are
discussed as well as the type the voting.
The minutes of the resolutions passed by the Shareholders' Meeting shall be
taken in accordance with 130 of the AktG.
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22
The resolutions of the Shareholders' Meeting shall be adopted by simple majority
of the votes cast, unless the Company Law imperatively requires a greater
majority, namely in its 52 (post-formation acquisition), 179 (amendment of
the articles of association), 182, 186, 192, 202, 207 (capital increase), 229
(simplified capital reduction), 262 (dissolution).
In case of an equality of votes, a motion shall be regarded as rejected.
23
If in elections, no majority is reached on the first ballot, the two candidates
who have reached the highest numbers of votes shall be nominated for further
election. If that ballot results in an equality of votes, the decision shall be
taken by drawing lots.
24
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 to the
Supervisory Board 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.
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 results 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 for the year and, if applicable, appoints the auditor.
25
The net earnings resulting after making any depreciation, value adjustments,
provisions and reserves, shall be distributed among the shareholders, unless the
Shareholders' Meeting decides to utilize them in another way. The shareholders'
shares in the net earnings shall be calculated according to the contributions
paid in on the shares.
26
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 liquidators.
27
Non-Competition Clause
1. All of the members of the Managing Board and of the Supervisory Board are
generally prohibited from engaging, whether directly or indirectly, on a
commercial or temporary basis, for their own or a third party's account, in the
Company's line of business, from acquiring a respective business enterprise and
from participating in or otherwise supporting such enterprise, with the
exception of participation in any enterprises affiliated with this Company.
In the same manner, any participation in competing enterprises - except in the
form of shares and convertible bonds - even as a dormant partner or
subparticipant is inadmissible. The prohibition of competition shall end one
year after the respective member leave the organ of the Company.
2. By decision of the Supervisory Board, exemptions from the prohibition of
competition can be admitted. In taking such decision, 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 perform within the scope of any presently
existing participation or as their organs.
With regard to and project companies to be founded, the above-mentioned persons
already now are exempted from the prohibition of competition.
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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 these 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 (including this page)
Berlin, 20 July 2000
Jochen Wendt
Graduate Interpreter/Translator for German, English, Portuguese
Generally Sworn Interpreter for the Courts and Notaries of Berlin
