Articles of Incorporation of SMA Solar Technology AG (version dated ...

Articles of Incorporation of SMA Solar Technology AG (version dated June 22, 2008)
II.
CAPITAL STOCK AND SHRES
Art. 4
Capital stock and shares
(1) The capital stock of the Corporation is EUR 34,700,000 (in words: thirty four million
seven hundred thousand euros) and is divided into 34,700,000 shares (individual
shares).
(2) The shares of the Corporation are registered in the name of the stockholder.
(3) The stockholders' entitlement to have his shares securititzed is excluded, unless such
a securitization is required under the rules applicable to the stock exchange where the
stocks are listed. Furthermore, the entitlement of the stockholder concerning the issue
of profit-sharing certificates or certificates of renewal is excluded. The Corporation
shall be entitled to issue certificates for individual shares (individual certificates) or for
several shres (collective certificates).
(4) The Managing Board, upon approval of the Supervisory Board, dictates the form and
content of share certificates as well as of profit-sharing certificates or certificates of
renewal.
(5) In the event of an increase of capital stock, the entitlement to dividends of new shares
can be assigned in departure from art. 60, para. 2, subpara. 3 AktG [German Stock
Corporation Act].
(6) The Managing Board is authorized, upon approval of the Supervisory Board, to
increase the capital stock of the Corporation by up to EUR 3,300,000 (in words: three
million three hundred thousand euros) until December 31, 2009 by means of a onetime
issue or of several issues of individual share certificates registered in the name of
the stockholder against a contribution in cash in order to place the stocks in the
framework of the Corporation’s IPO (Authorized Capital Stock I). The subscription
rights of the stockholders is excluded. The Managing Board is authorized, upon
approval of the Supervisory Board, to decide upon further details of the capital
increase and its execution.
(7) The Managing Board is authorized, upon approval of the Supervisory Board, to
increase the capital stock of the Corporation by up to EUR 10,000,000 (in words: ten
million euros) until December 31, 2012 by means of a one-time issue or of several
issues of individual share certificates registered in the name of the stockholder against
a contribution in cash or assets in kind (Authorized Capital Stock II).
The Managing Board is authorized, upon approval of the Supervisory Board, to
cancel the subscription rights of the stockholders completely or partially in the
following cases:
a) in case of capital increases against a contribution in kind for the
granting of stocks for the purpose of acquiring companies, parts
of companies or interests in companies;
b) for the purpose of issuing stocks to the employees of the
Corporation and of affiliated companies of the Corporation in
according to art. 15 et seqq. German Stock Corporation Act;
c) in order to except possible residual amounts from the
subscription right;
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