TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 193

MAR.12 '88 12:41 CLIFFORD CHANCE

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we

are agreeable with the passing of

following items of the Agenda :

10

P.021

I solution

on

the

Agenda

Ratification of the Merger Agreement entered into with Deutsche

Bank AG, Frankfurt am Main, on the 2nd December 1987.

After the list of participants

-

-

Annex 1 has been signed by the

Chairman of the meeting and displayed for inspection and after no

one has raised objections against the motion of the Chairman to

perform the voting by acclamation, the Agenda was submitted for

visą purpuss wi passing resolutions.

Submission of Agenda

A notarised copy of the Merger Agreement

Annex 2

between Deutsche Bank (Asia) AG and Deutsche Bank AG dated the

2nd December 1987 was submitted which provides for the transfer

of the undertaking of Deutsche Bank (Asia) AG in its entirety together with all rights and obligations by means of merger by

way of integration into Deutsche Bank AG. The taking over of the undertaking of Deutsche Bank (Asia) AG takes place internally between the parties with effect from the 1st January 1988, 00.00

hours; with effect from this point in time, all actions and

businesses of Deutsche Bank (Asia) AG are deemed to have been

taken for the account of Deutsche Bank AG. The effectiveness of

the Merger Agreement dated the 2nd December 1987 requizas

ratification by the shareholders' meeting of Deutsche Bank (Asia)

AG..