Articles of Association
of
TA TRIUMPH-ADLER stock corporation (AG),
Nuremberg


Version from March 2008


I. GENERAL PROVISIONS


§ 1

The present stock company operating under the name of

“TA TRIUMPH-ADLER Aktiengesellschaft”

is headquartered in Nuremberg. The duration of the company is not limited.

§ 2

(1) The company’s object is to manufacture and sell computers and office machines, especially typewriters, computers, copiers, word processing machines, and offices supplies, including consulting and training services for issues related to office organization and data processing, and the manufacture and marketing of IT software and all other instruments in the metals and electronics industry.

(2) Furthermore, the company’s object is entrepreneurial activity through direct and indirect holdings in companies involved in the sectors listed in paragraph 1 and others. In particular, the company has the right to form companies, to acquire participations, to enter into affiliation agreements, to enter into special purpose agreements with other companies, establish plants and branch offices in Germany and abroad, and operate other related business to promote the company.

§ 3

(1) The company publishes its notices in the electronic Bundesanzeiger (German Federal Official Gazette).

(2) The company is authorized to use telecommunication, especially email, to send information to the shareholders, with their permission.

II. SHARE CAPITAL, STOCK

§ 4

(1) The subscribed capital amounts to 80,302,822.65 euros divided into 55,381,257 ordinary bearer shares.

(2) During the period up to June 14, 2010, the Management Board shall be authorized, with the consent of the Supervisory Board, to increase the share capital of the company in a single action or in several partial amounts to a maximum of € 19,853,047.10 in total by issuing new shares against cash contributions and/or non-cash contributions (“Authorized Capital I”). The Management Board shall be authorized, with the consent of the Supervisory Board, to exclude the subscription right in the event of capital increases against non-cash contributions for the purpose of acquiring enterprises or participations in enterprises. In the event of a capital increase against cash contributions the shareholders are to be granted a subscription right to the new shares. The Management Board shall nevertheless be authorized, with the consent of the Supervisory Board, to exclude the subscription right of the shareholders in order to sell any residual amounts. The Management Board shall be authorized, with the consent of the Supervisory Board, to make decisions on the further content of the share rights and the conditions governing the issue of the shares.

(3) During the period up to June 14, 2010, the Management Board shall be authorized, with the consent of the Supervisory Board, to increase the share capital of the company in a single action or in partial amounts to a maximum of € 10,363,742.72 in total by issuing new shares against cash contributions (“Authorized Capital II”). In accordance with section 186 para. 3 sentence 4 of the AktG, the Management Board shall be authorized, with the consent of the Supervisory Board, to exclude the subscription right of the shareholders in order to issue the new shares at an issue price that is not substantially lower than the market price of the listed shares of the company carrying the same rights at the time the final issue price is set. The number of shares to be issued with the subscription right excluded shall be reduced by the number of those shares issued by direct or analogous application of section 186 para. 3 sentence 4 of the AktG during the term of this authorization up to the point of time this authorization is exercised. Likewise counting towards this limit are shares that were or are to be issued during the term of this authorization up to the point of time this authorization is exercised for the purpose of servicing bonds with conversion or option rights. Where the Management Board makes no use of this authorization, the subscription right of the shareholders can be excluded for residual amounts only. The Management Board shall be authorized, with the consent of the Supervisory Board, to make decisions on the further content of the share rights and the conditions governing the issue of the shares.

(4) The subscribed capital is conditionally increased by up to € 962,560.00, divided into up to 376,000 bearer shares through the issue of new shares (“Conditional Capital I”). The new shares shall be provided with the same statutory rights as the previously issued shares; they participate in profits from the start of the financial year in which they are created though the exercising of subscription rights.

(5) The subscribed capital is conditionally increased by up to € 38,333,440.00 through the issue of new bearer shares (“Conditional Capital II”). The conditional increase in capital will only be implemented provided the creditors of convertible bonds or warrant-linked bonds that, based on the authorization of the Annual General Meeting of June 15, 2004, have been granted by June 14, 2009, by TA Triumph-Adler AG or by companies in which TA Triumph-Adler AG holds a majority interest either directly or indirectly exercise their conversion or option rights, or where this is required in order to fulfill the mandatory conversion, and provided the company’s treasury stock are not used to service these bonds. The new shares are issued in accordance with the shareholders’ resolution stated above, each at a conversion or option price to be specified. The shares of the company created as a result of exercising the conversion or option price, or from fulfilling the mandatory conversion, carry dividend rights for the full fiscal year in which they originate. The Management Board is authorized, with the approval of the Supervisory Board, to determine the further details for carrying out the capital increase.

(6) The subscribed capital is conditionally increased by up to € 5,120,000.00 through the issue of up to 2,000,000 bearer shares (“Conditional Capital III”). The conditional capital increase will only be carried out inasmuch as the holders of share options which were issued based on the authorization resolution of the Annual General Meeting of June 21, 2000, on the company’s share option plan make use of their option rights, and the company does not grant any of its treasury shares to fulfill the option rights. The new shares in the company created when these option rights are exercised participate in the profits of the company from the start of the financial year in which these shares are issued.

§ 5

(1) All the shares are bearer shares.

(2) The share certificates are to be signed with the signature of two Management Board members and one Supervisory Board member produced using an automatic duplicator, and signed personally by a public officer responsible for controlling.

(3) The company is authorized to issue profit participation certificates and renewal coupons.

(4) The Management Board shall specify the format and content of the shares, the profit participation certificates and the renewal coupons.

(5) The company can issue share certificates covering multiple shares (global shares); certificates for shares with a nominal value of 5 German marks are considered individual company share certificates. Individual share certificates and existing global shares with greater nominal values are considered certificates for a corresponding multiple number of nonpar individual share certificates. The right of shareholders to a securitization of individual shares is excluded.

(6) For a capital increase, the profit participation of the new shares can be specified as deviating from section 60 of the German Stock Corporation Law.

III. ORGANIZATION OF THE COMPANY

§ 6

The company’s executive bodies are:

a) The Management Board

b) The Supervisory Board

c) The general meeting of shareholders.

a) THE MANAGEMENT BOARD

§ 7

(1) The Mangement Board consists of two people unless the Supervisory Board specifies a higher figure. Deputy members of the Mangement Board may be appointed.

(2) The Supervisory Board can transfer the conclusion of, amendments to, and the termination of employment contracts with the members of the Management Board to a committee of the Supervisory Board.

§ 8

Two members of the Management Board jointly represent the company, the company may also be jointly represented by one member of the Management Board with an authorized officer (Prokurist). The Supervisory Board may resolve to grant individual members authorization for sole representation of the company.

§ 9

The Management Board performs the company’s business in accordance with the laws and the articles of association. It formulates its own rules of procedure.

b) THE SUPERVISORY BOARD

§ 10

(1) The Supervisory Board consists of nine members. In elections for the members of the Supervisory Board to be elected by the general meeting of shareholders, the Chairman of the general meeting of shareholders is authorized to conduct an election about a list of nominations proposed by the Supervisory Board or by shareholders.

(2) Members of the Supervisory Board are appointed to office until the end of the general meeting of shareholders that resolves a ratification of their acts in office for the fourth fiscal year after their form of office commenced; such term of office is subject of a deviating resolution of the general meeting of shareholders. The fiscal year in which their form of office is not counted.


(3) The general meeting of shareholders can appoint deputy members at the same time as the shareholders’ representatives are elected to the Supervisory Board. Provided this is legally admissible, a deputy member can be appointed for one or more members of the Supervisory Board. If a deputy member replaces a member who has stepped down, his term of office ends when the general meeting of shareholders ends in which the next elections take place in accordance with paragraph 4, but no later than when the term of office of the member who stepped down expires.

(4) If a member elected by the general meeting of shareholders steps down from the Supervisory Board before his term of office expires, elections can be held for this office in the next general meeting of shareholders. The same holds if an elected Supervisory Board member declines the office to which he is elected.

§ 11

Each member of the Supervisory Board can step down with written notification given to the Chairman of the Supervisory Board or the Management Board with a one-month period of notice.

§ 12

(1) The Supervisory Board shall appoint a Chairman and a Vice-Chairman from its ranks. The appointment extends over the duration of the appointee’s term of office.

(2) If the Chairman of the Supervisory Board or his deputy steps down during his term of office, the Supervisory Board shall appoint a replacement.

§ 13

(1) The Supervisory Board’s resolutions are reached in sessions. Resolutions that the Supervisory Board adopts in writing, via telegraph, or by telephone are only admissible if no member of the Supervisory Board objects to this procedure.

(2) The Supervisory Board only has a quorum if all of its members are invited and at least half of all of its members take part in the adoption of the resolution. Participation as defined in § 108 paragraph 3 subparagraph 1 and 2 of the German Stock Corporation Law suffices.

(3) If a member of the Supervisory Board cannot take part in a session, he can ask another member of the Supervisory Board to submit his vote(s) in writing. Submitting a vote in writing constitutes participation in the adoption of the resolution. These stipulations also apply for the Chairman of the Supervisory Board and his deputy.

(4) In justified cases and with the Chairman’s consent, members of the Supervisory Board can take part in a session of the Supervisory Board and its committees by telephone or videoconference.

(5) Resolutions are adopted with a simple majority of the votes cast unless the law or the articles of association require another majority.

(6) The adoption of a resolution for an item on the agenda not listed or not sufficiently indicated in the summons is only admissible if no member of the Supervisory Board objects to the adoption of the resolution. The Chairman of the session shall determine how voting shall be conducted.

(7) Minutes are to be taken of the Supervisory Board’s sessions and signed by the Chairman of the session and the officer taking minutes.

(8) The Chairman can call for a resolution by the Supervisory Board to be voted on in writing, by fax, or by e-mail or by a combination of these communication media. This manner of adopting a resolution is admissable independent of lack of objections, i.e. without consult of all members of the Supervisory Board. The Chairman shall specify the details for the procedure. This stipulation likewise applies for all of the resolutions adopted in committees. If votes are cast in writing, by telegraph, or by phone, the previous stipulations in this section apply accordingly.

§ 14

(1) The Chairman or his deputy summons the Supervisory Board in writing with an indication of the session’s agenda, the location, and the time. In urgent cases, sessions may be convened by telegraph, telephone, or orally.

(2) In the convocation of the Supervisory Board, the items on the agenda must be listed as accurately and in the greatest detail possible so that a decision to cast a vote in writing is possible in accordance with § 108 of the German Stock Corporation Law.

§ 15

The Supervisory Board can resolve to make that certain types of business transactions may be effected only subject to its consent.

§ 16

(1) In so far as the law or the articles of association allow, the Supervisory Board can transfer its duties and rights to the committees formed from its ranks.

(2) In so far as declarations are made for the resolutions of the Supervisory Board or its committees, the Chairman or – should he be absent – his deputy shall act on behalf of the Supervisory Board or the committee.

§ 17

The Supervisory Board is authorized to adopt modifications of and amendments to the wording of the articles of association, especially changes to § 4, that result from capital increases for approved or conditional capital.

§ 18

(1) In addition to the reimbursement of their cash outlays, the members of the supervisory board receive a fixed compensation. The compensation for each member is € 14,000 p.a..

(2) Further, the members of the Supervisory Board receive an annual performance-related compensation of € 750 for each € 0.5 million by which the result of the Group’s ordinary operations before taxes and before minority interests (EBT) in the previous fiscal year exceeds the amount of € 4.2 million according to the applicable consolidated financial statements. The performance-related compensation is limited to the amount of the basic compensation payable in the corresponding fiscal year according to paragraph (1).

(3) The Chairman of the Supervisory Board receives three times the amounts established in paragraphs (1) and (2), his deputy twice the amount. The chairman of a committee receives one and a half times the compensation established in paragraphs (1) and (2). If a member of the Supervisory Board holds several of the offices listed in this paragraph at the same time, he receives compensation for one office only; if the compensation for these positions is different, the compensation will be that of the highest remunerated office.

(4) Moreover, the members of the Supervisory Board receive an attendance fee of € 500 for each meeting of the Supervisory Board and of its committees at which they take part. If several meetings take place on the same day, the attendance fee for meetings is paid just once.

(5) If a member of the Supervisory Board steps down from the Supervisory Board during the fiscal year, he receives the compensation to which he is entitled on a pro-rata basis.

(6) The company will reimburse the value-added tax payable on the compensation.

(7) This compensation is payable on conclusion of the Annual General Meeting which decides on whether to discharge the Supervisory Board for the past fiscal year.

(8) The agreements of this para. 18 are valid commencing at the beginning of the fiscal year 2007.

c) THE GENERAL MEETING OF SHAREHOLDERS

§ 19

The company’s general meetings of shareholders take place at the company’s headquarters, at one of its branch offices or subsidiaries, or at a German stock market plan. The officer who convenes the general meeting of shareholders chooses the location for the general meeting of shareholders.

§ 20

The Annual General Meeting shall be summoned by the Management Board or the Supervisory Board. The announcement shall be made with at least thirty days’ notice prior to the day by the end of which the shareholders have to notify their intention to participate in the Meeting, by way of the publication of the agenda in the announcement in the electronic Federal Gazette.

§ 21

(1) Only shareholders who have registered in advance of the Annual General Meeting in writing, by fax or in text form are entitled to attend the Annual General Meeting and to exercise the right to vote. The registration must be received by the office specified in the summoning notice not later than the end of the seventh day prior to the Annual General Meeting. The company must be provided with evidence of the entitlement to attend the Annual General Meeting and to exercise the right to vote. Evidence of the shareholding shall be provided in writing, by fax or in text form. Confirmation by the depository institute holding the shares will suffice as evidence. The evidence is to be provided in German or English. It must refer to the point of time specified in the summoning notice prior to the Annual General Meeting and must be received by the office specified in the summoning notice not later than the end of the seventh day prior to the Annual General Meeting.

(2) Notice periods according to the provisions of this section 21 are calculated in accordance with the provisions of the AktG.

(3) Provided share certificates have not been issued, the Management Board shall stipulate in the invitation to the Annual General Meeting - or the Supervisory Board if the Meeting has been convened by the Supervisory Board – the conditions under which the shareholders can exercise their right to vote and their right to put forward motions at the Annual General Meeting.

§ 22

(1) The Chairman of the Supervisory Board shall chair the general meeting of shareholders. Should the Chairman of the Supervisory Board not chair the meeting, the general meeting of shareholders shall elect the chair for the meeting.

(2) The Chairman of the meeting can change the order of the items on the agenda listed in the announcement of the meeting. He also determines the manner in which votes are cast.

(3) The general meeting of shareholders can also be broadcast as a video and/or audio in its entirety or in excerpts if the Chairman of the meeting so instructs. This broadcast can also be made publicly accessible without any restrictions. The type of broadcast is to be announced in the invitation.

(4) Members of the Supervisory Board should attend the general meeting of shareholders in person. In justified cases and with the consent of the Chairman of the meeting, they may take part in the meeting via telephone or videoconference if two-way transmission is ensured.

§ 23

(1) Unless the provisions of the German Stock Corporation Law specify otherwise, the resolutions of the general meeting of shareholders are adopted with a simple majority of the votes cast. In cases where the law prescribes a capital majority, the simply majority of the share capital represented for the adoption of the resolution suffices, unless legally inadmissible.

(2) If no simple majority is reached in the general meeting of shareholders in the first round of votes, the two people who received the most votes shall compete in a run-off. If the votes cast are equal, the decision is made by drawing lots.

§ 24

One vote can be cast for each individual share certificate.


IV. ANNUAL FINANCIAL STATEMENTS AND PROFIT APPROPRIATION

§ 25

(1) The fiscal year is the calendar year.

(2) In the first eight months of the fiscal year, the general meeting of shareholders shall adopt resolutions to discharge the members of the Management Board and of the Supervisory Board, to appropriate profits, to select an auditor, and – where legally prescribed – to approve the annual financial statements.

§ 26

(1) If the general meeting of shareholders approves the annual financial statements, the highest legally admissible amounts are to be transferred to other revenue reserves.


(2) If the Management Board and the Supervisory Board approve the annual financial statements, they can transfer more than half of the annual net profit to the other revenue reserves within the limitation specified in § 58 paragraph 2 of the German Stock Corporation Law.

§ 27

(1) When a fiscal year has elapsed, the Management Board can distribute dividends to the shareholders with the consent of the Supervisory Board as defined in § 59 of the German Stock Corporation Law.

(2) To the extent legally admissible, the general meeting of shareholders can resolve to distribute cash or commodity dividends. Fungible values listed on the stock exchange as defined in § 3 paragraph 2 of the German Stock Corporation Law can be distributed as dividends.