ARTICLES OF ASSOCIATION OF STRATEC SE
Amended on August 21, 2025
Translation for convenience - Only the original German version is authoritative and binding.
General provisions
§ 1 Company name, domicile and financial year§ 2 Object of the companyThe company operates under the name STRATEC SE.
Its legal domicile is in 75217 Birkenfeld, Germany.
The company's financial year is the calendar year.
The company is founded for an indefinite term. The company exists as of its entry in the Commercial Register.
§ 3 Announcements, notification dutiesThe object of the company is the industrial development, manufacture and sale of various kinds of biomedical and medical technology systems (hardware and software), including accessories and peripheral appliances.
The company is entitled to perform any business transactions and take any measures serving its object. Within this framework, the company may establish or acquire other companies, acquire participating interests in such, establish outlets and take any other measures and perform any other legal transactions necessary or appropriate to achieve or promote the purpose of the company. It may delegate its operations to such companies in full or in part.
Announcements by the company will be published exclusively in the Federal Gazette, unless the law prescribes otherwise.
The communication of notifications made under § 125 (3) and (4) of the German Stock Corporation Act (AktG) is limited to electronic media. The Board of Management is entitled - at its own discretion - to forward such notifications in hardcopy as well.
Share capital and shares
§ 4 Share capitalThe share capital amounts to € 12,157,841.00 (in words: twelve million one hundred fifty-seven thousand eight hundred forty-one euros). It is divided into 12,157,841 no-par value shares (shares without a nominal amount). The share capital is paid up by way of conversion of STRATEC Biomedical AG into a European Company (societas europaea, SE).
The shares are registered shares. In the case of capital increases, the same applies to the new shares, provided that a resolution to the contrary has not been passed. Shareholders must provide the company with the disclosures required by law in respect of entries in the share register. The shareholders must notify the company without undue delay in the case of a change of address. The entry of shareholders acting in their own name in the share register for shares belonging to another person will only be permitted and valid vis-à-vis the company if the fact that the shares belong to another person as well as the name and address of the owner have been entered in the share register. The same also applies should the persons entered in the share register or the owners transfer their ownership of the shares to another person after entry in the share register.
The shareholders' right to have their shares embodied in certificates is excluded insofar as this is permitted by law and certificates are not required pursuant to the rules of a stock exchange on which the shares are listed.
Profit participation rights for new shares issued upon capital increases may be governed in ways other than those set out in § 60 of the German Stock Corporation Act (AktG).
The Board of Management has been authorized, with the consent of the Supervisory Board, to increase the company's share capital once or several times up to June 26, 2030, however by no more than € 2,400,000.00 in total, by issuing up to a maximum of 2,400,000 new shares against cash and/or non-cash contributions (Authorized Capital 2025/I). In this regard, the shareholders are in principle to be granted subscription rights; the Board of Management has, however, been authorized, with the consent of the Supervisory Board:
to exclude subscription rights for fractional amounts,
to exclude subscription rights insofar as the capital is increased to grant shares against non-cash contributions for the purpose of acquiring companies, parts of companies or participations in companies or other assets,
to exclude subscription rights if this is necessary to grant the bearers or creditors of warrant and/or convertible bonds with option or conversion rights or conversion obligations issued by the company or companies in which the company directly or indirectly holds the majority stake a right to subscribe to new shares to the extent to which they would be entitled after exercising the option or conversion rights or after fulfilling conversion obligations,
to exclude subscription rights insofar as the part of the share capital attributable to the shares for which subscription rights are excluded does not exceed a total of 10% of the share capital which the company has at the time of the coming into force of this authorization or - if this value is lower - at the time of the utilization of this authorization and the issue price for the new shares is not substantially lower than the stock exchange price for the already listed shares, and/or
to implement a so-called scrip dividend where the shareholders are given the option of contributing their dividend entitlement either wholly or partially to the company as a non-cash contribution in return for the granting of new shares from the Authorized Capital.
The authorizations to exclude subscription rights referred to in paragraphs a) to e) above are limited to a total amount that does not exceed 10% of the share capital existing at the time of the coming into force of this authorization or - if this value is lower - at the time of the utilization of this authorization. In addition, shares that are issued or that must be issued to service bonds with conversion or option rights are also to be counted towards the aforesaid 10% cap if and insofar as the bonds are issued during the term of this authorization in analogous application of § 186 (3), Sentence 4 of the German Stock Corporation Act (AktG) subject to the exclusion of subscription rights. Furthermore, own shares are to be counted towards this cap if and insofar as they were sold in analogous application of § 186 (3), Sentence 4 of the German Stock Corporation Act (AktG) subject to the exclusion of the shareholders' subscription rights.
The Board of Management has furthermore been authorized to lay down the further details of the capital increase and how it is to be carried out with the consent of the Supervisory Board. The Supervisory Board is authorized to amend the Articles of Association in line with how the capital increase is implemented.
The share capital has been conditionally increased by up to € 220,000.00, divided into up to 220,000 shares (Conditional Capital VIII/2018). The conditional increase in capital serves to grant subscription rights (stock option rights) up to May 29, 2023 in accordance with the resolution adopted by the Annual General Meeting on May 30, 2018. The conditional increase in capital will only be executed to the extent that the holders of stock options make use of their subscription rights. The new shares will in each case participate in the profit from the start of the financial year in which they are issued.
The share capital has been conditionally increased by up to € 750,000.00, divided into up to 750,000 shares (Conditional Capital X/2023). The conditional increase in capital serves to grant subscription rights (stock option rights) up to May 16, 2028 in accordance with the resolution adopted by the Annual General Meeting on May 17, 2023. The conditional increase in capital will only be executed to the extent that the holders of stock options make use of their subscription rights. The new shares will in each case participate in the profit from the start of the financial year in which they are issued.
The Supervisory Board is authorized to amend the wording of the Articles of Association after all or part of the conditional capital has been utilized or once the authorization period has expired.
The share capital of the company is conditionally increased by up to € 800,000.00 through an issuance of up to 800,000 new shares (Conditional Capital XI/2025). Conditional Capital XI/2025 serves only for granting new shares to bearers or creditors of convertible or warrant bonds that are issued based on the resolution of the Annual General Meeting on June 27, 2025 by the company or by a domestic or foreign company, in which STRATEC SE directly or indirectly owns the majority of the voting rights and the share capital, up to June 26, 2030. The shares will be issued at the conversion or option price to be determined in each case on the basis of the above resolution as well as the resolutions to be passed by the Board of Management and Supervisory Board. The conditional increase in capital will be performed only insofar as the bearers or creditors of the convertible or warrant bonds make use of their conversion or option rights in respect of shares of the company or conversion obligations that are based on such bonds are fulfilled. The new shares will - insofar as they come into existence through the exercise of conversion or subscription rights up to the start of the company's Annual General Meeting - participate in the profit as of the beginning of the previous financial year, otherwise in each case as of the beginning of the financial year in which the shares come into existence through the exercise of conversion or subscription rights.
The Supervisory Board is authorized to amend the wording of the Articles of Association after all or part of the conditional capital has been utilized or once the authorization period has expired.
Board of Management
5.1. The Board of Management consists of one or several individuals.