European Companies Search Engine
Company statute · Corporate Purpose Hrb29 Nov 2011 German Trade Register Announcements, Germany (25/11/2011)
Overview
Text
Talanx AG,
Unnamed street ??, 30659 Hannover, Germany
. The Annual General Meeting of November 21, 2011 decided on the recasting of the Articles of Association, in particular the amendment in Section 2 (object of the company), the insertion of Section 6 (Conditional Capital) and the insertion of Section 7 (Authorised Capital) and, with it, the amendment of the object of the company. The following paragraphs have been renumbered accordingly. New business object: 1) The company heads an international group of companies active in the areas of primary and reinsurance and financial services. It may also be active in the field of investment, reinsurance and services. 2) The Company is entitled to any business and action that appears to be appropriate to serve the object of the company. It may also set up, acquire, participate in or divest other undertakings of the same or related nature, and may manage or confine themselves to managing the shareholding. It may spin off all or part of its operations into affiliated companies. By resolution of the Annual General Meeting of November 21, 2011, the Management Board is authorized, with the approval of the Supervisory Board, to increase the share capital by November 18, 2016 by issuing new registered no-par value shares once or several times, but in total by a maximum of EUR 130,000,000.00 in exchange for cash and/or non-cash contributions (Authorized Capital 2011/I). The Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders under the provisions of Section 7 (1) of the Articles of Association. In addition, the Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription right in the event of capital increases against contributions in kind if the exclusion is in the overriding interest of the company. In addition, the Board of Management is authorized, with the consent of the Supervisory Board, to determine the further content of the share rights and the conditions for the issue of the shares. The Management Board is also authorized, with the consent of the Supervisory Board, to use the existing authorized capital in accordance with Section 7 (1) of the Articles of Association with an amount of up to EUR 1,000,000.00 by issuing new no-par value shares a.s. employee shares. For this purpose, the Management Board is authorised, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in order to issue the new shares to persons who are in an employment relationship with the company or one of its group companies. The authorisation may be used once or several times, but in total up to a maximum of EUR 1,000,000.00.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: Talanx AG, Hanover, Germany.