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Persons · Merger: ProSieben Media AG, SAT.1 Holding GmbH · Change of legal form: ProSiebenSat.1 Media AG · Address · Capital: €218.8M · Corporate Purpose Hrb8 Jul 2015 German Trade Register Announcements, Germany (07/07/2015)
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HRB 219439: ProSiebenSat.1 Media SE, Unterföhring, Munich district,
Medienallee 7, 85774 Unterföhring
. European AG (SE). Articles of Association of May 21, 2015. Business address:
Medienallee 7, 85774 Unterföhring
. The object of the undertaking is to organise broadcasts; the production, procurement and sale, marketing and distribution of audiovisual and text-based content and products of all kinds and other intangible rights; the provision, mediation and marketing of communications and electronic media services and products; other activities in the fields of e-commerce, electronic media, digital services and digital technologies; merchandising, live entertainment and event business as well as personality marketing; Development and implementation of new business concepts in the above and related areas and (direct and indirect) investment in and development of companies operating in the foregoing or related sectors, including in particular the provision of services and advisory services in the above or related areas. Share capital: EUR 218,797,200.00. If only one member of the management body is appointed, he shall represent alone. If several members of the management body are appointed, two shall represent jointly or one member of the management body together with an authorized representative. Member of the Management Board (Chairman): Ebeling, Thomas, Muri b. Bern/ Switzerland, *??.??.????. Member of the management body: ??????, ??????, Munich, *??.??.????; Dr. ?????????, ????, Munich, *??.??.????; Dr. ??????, ?????????, Munich, *??.??.????; Dr. ??????????, ??????, Vaterstetten, *??.??.????. Created by changing shape of the ProSiebenSat.1 Media AG with its headquarters in Unterföhring (Amtsgericht München HRB 124169). The "ProSieben Media AG" with its registered office in Unterföhring (Amtsgericht München HRB 111532) and the "SAT.1 Holding GmbH" with the registered office in Ismaning (Amtsgericht München HRB 132738) are to be established on the basis of the merger agreement of July 10, 2000 and the resolution of the acquiring company of August 22, 2000 and the resolution of the general meeting of the "ProSieben Media AG" of August 22, 2000 and the resolution of the shareholders' meeting of the "SAT.1 Holding GmbH" of August 22, 2000 merged with the company. The merger agreement of July 10 and 2000 is also a re-founding agreement, which was approved by the Annual General Meeting by decision of August 22, 2000. By resolution of the Annual General Meeting of July 23, 2013, the management body is authorized to increase the share capital by a total of up to EUR 109,398,600.00 by the approval of the Supervisory Board by July 22, 2018 against cash and/or in-interest deposits, once or several times, whereby the subscription rights of the shareholders can be excluded (Authorized Capital 2013/I). Unregistered: The creditors of the changing legal entity must be notified in writing of their claim in writing within six months of the date on which the registration of the change of form was made known in accordance with § 201 UmwG, provided that they cannot demand satisfaction. However, they are entitled to this right only if they demonstrate that the change of form jeopardises the fulfilment of their claim.
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: ProSiebenSat.1 Media SE, Unterföhring, Germany.
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