TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 187

FCO40 Hong Kong Department Records 聯邦事務部香港部檔案 All

MAY 12 'HR 12.37 MTEEMRN (HANCE

Para.

2

P M15

(1) Deutsche Bank (Asia) AG transfers to Deutsche Bank its

undertaking in its entirety with all rights and obligations and under exclusion of liquidation in accordance with Section 339 Subsection 1 Sentence 2 Number 1 Stock Corporations Act ("Aktiengesetz") by means of a merger by way of integration.

(2)

(3)

(4)

1s

No consideration for the transfer of the undertaking provided on the grounds that Deutsche Bank AG is the only shareholder of Deutsche Bank (Asia) AG.

The merger is based on the balance sheet of Deutsche Bank (Asia) AG

at as

31.12.1987 which shall be its final accounts.

The takeover of the entire undertaking of Deutsche Bank (Asia) AG takes place, internally as between the parties, with effect from January 1, 1988, 0.00 hours; from this point in time, all actions and businesses taken by Deutsche Bank (Asia) AG are deemed to have been taken for the account of Deutsche Bank AG.

Para. 3

Special benefits on the

the occasion of the merger are not being granted to any member of the Board of Managing Directors or of the Supervisory Board of either of the companies involved, nor to an accountant in charge for the examination of the merger nor to any other person.

Para. 4

ALA

cost and taxes originating from this agreement and its performance are born by Deutsche Bank AG.

This agreement requires the consent of the shareholders' meeting of Deutsche Bank (Asia) AG. Its effectiveness is conditional that this consent will be given and that a request for convening a shareholders' meeting of Deutsche Bank AG in accordance with Section 352b Subsection 1 Sentence 1 Stock Corporations Act ("Aktiengesetz") will not be made within

month, Calculated from the date of the publication of the intention to merge in the Federal Gazette ("Bundesanzeiger"), OF that a shareholders' meeting convened in accordance with such request gives its

The above Deed (including enclosures to the extent that they are mentioned as integral parts of this Deed) contains the will, as

2

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