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Authorized signatory (ppa) (3) · No longer Member of the Executive Board (1) · Company statute Hrb16 May 2014 German Trade Register Announcements, Germany
Overview
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HRB 48248: Bayer AG,
Leverkusen, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen
. The Annual General Meeting of April 29, 2014 decided to cancel the previously Authorized Capital I and to create a new Authorized Capital, with the corresponding amendment of the Articles of Association in Section 4 (2) (Authorized Capital I). The Annual General Meeting of April 29 and 2014 also decided to cancel the previously Authorized Capital II and to create a further new authorized capital, with the corresponding amendment of the Articles of Association in Section 4 (3) (Authorised Capital II). Finally, the Annual General Meeting of April 29, 2014 decided to cancel the existing contingent capital and to create a new conditional capital, with the corresponding amendment of the Articles of Association in Section 4 (4) (Conditional Capital 2014). No longer A Board of Directors: Dr. ????????, ????????, Leverkusen, *??.??.????. Individual procurators: ???????, ?????, Leverkusen, *??.??.????; Dr. ???????, ????????????, Cologne, *??.??.????; Dr. ????????, ??????, Odenthal, *??.??.????. By resolution of the Annual General Meeting of April 29, 2014, the Management Board is authorized to increase the share capital by up to a total of EUR 530,000,000.00 by issuing new registered no-par value shares by issuing new registered no-par value shares by up to a total of EUR 530,000,000.00 by April 28, 2019, with the approval of the Supervisory Board. The issuance of new no-par value shares in the name may be made against cash and/or non-cash contributions, whereby capital increases against contributions in kind may only be made by a total of up to Eur 423,397,120.00 (Authorised Capital I). The Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in certain cases. By resolution of the Annual General Meeting of April 29, 2014, the Management Board is authorized to increase the share capital by up to a total of Euro 211,698,560.00 by issuing new registered no-par value shares in exchange for cash deposits by up to a total of EUR 211,698,560.00 (Approved Capital II) by the Resolution of the Annual General Meeting of April 29, 2014. The Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in certain cases. The share capital is to be decided by the Annual General Meeting of April 29, 2014 by up to Euro 211,698,560.00, divided into up to a share of up to 82,694,750 shares denominated in the name for the implementation of option or conversion rights issued until April 28, 2019, or option or convertible bonds, profit rights or profit bonds (or combinations of these instruments) (conditional capital 2014).
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: Bayer AG, Leverkusen, Germany.