1964_DEUTSCHE_BANK_(MERGER)_ORDINANCE — Page 4

1988 Ed.]

Deutsche Bank (Merger)

[CAP. 1142

3

(9) it is expedient to make provision to facilitate such merger insofar as it relates to that part of the undertaking of DB Asia which is governed by Hong Kong law or the transfer of which is governed by Hong Kong law or which is derived from the Hong Kong business of DB Asia:

Short title

1. This Ordinance may be cited as the Deutsche Bank (Merger) Ordinance.

Interpretation

2. (1) In this Ordinance, unless the subject or context otherwise requires-

"appointed day" means the day on which the merger to be effected pursuant to the merger agreement is registered with the Commercial Register of the District Court of Frankfurt am Main;

"customer" means any person having a banking account or other dealing, transaction or arrangement with DB Asia or, as the case may be, Deutsche Bank;

"Deutsche Bank" means Deutsche Bank Aktiengesellschaft;

"DB Asia" means Deutsche Bank (Asia) Aktiengesellschaft;

"existing" means existing, outstanding or in force immediately before the appointed day;

"liabilities" includes duties and obligations of every description (whether present or future, actual or contingent);

"merger agreement" means the merger agreement executed, pursuant to sections 340 and following of the Stock Corporation Act of the Federal Republic of Germany (Aktiengesetz), on 2 December 1987 on behalf of Deutsche Bank and DB Asia, and ratified by the shareholders' resolution;

"property" means property and assets of every description and rights of every description (whether present or future, actual or contingent), and includes property held on trust and securities, benefits and powers of every description;

"security" includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, assignment by way of security, indemnity, right of set-off, undertaking or other means of securing payment or discharge of a liability (whether present or future, actual or contingent);

"the undertaking" means the business and all existing property and liabilities of DB Asia of whatsoever nature;

"will" includes a codicil and any other testamentary writing.

(2) Any reference in this Ordinance to property or liabilities of DB Asia is a reference to property or liabilities to which DB Asia is for the time being entitled or subject (whether beneficially or in any fiduciary capacity), wherever situated.