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Company statute Hrb17 Jun 2014 German Trade Register Announcements, Germany (16/06/2014)
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HRB 2171: Einhell Germany AG, Landau an der
Isar, Wiesenweg 22, 94405 Landau a.d. Isar
. The Annual General Meeting of June 11, 2014 approved the amendment of Section 4 (share capital) of the Articles of Association. By resolution of the Annual General Meeting of June 11, 2014, Section 4 (4) of the Articles of Association (share capital) is amended by the repeal of the previous Authorized Capital I and the creation of a new Authorized Capital I. The Board of Management is authorized to increase the share capital of the Company by a total of up to EUR 3,864,985.60 by a total of EUR 3,864,985.60 (Authorized Capital I) by the date of June 10, 2019 by issuing new Inh. common shares and/or non-voting Preference shares against cash contribution. Shareholders must be granted a subscription right. However, the Management Board is authorized, with the consent of the Supervisory Board, to exclude marginal amounts from the subscription rights of the shareholders and, in the case of the simultaneous issuance of ordinary and preferred shares, the subscription right of Inh. shares of one class on shares of the other class, provided that the subscription ratio is fixed equally for both classes. The authorisation also includes the power to issue other preference shares which act or are equivalent to the previously issued preference shares without voting rights in the distribution of profits or company assets. Furthermore, by resolution of the Annual General Meeting of June 11, 2014, Section 4 (5) of the Articles of Association (share capital) was amended by the repeal of the previous Authorised Capital II. The Board of Management is authorized to increase the share capital of the Company by a total of up to EUR 966,246.40 by a total of EUR 966,246.40 (Authorized Capital II) by the approval of the Supervisory Board by June 10, 2019. Shareholders must be granted a subscription right. However, the Management Board is authorized, with the consent of the Supervisory Board, to exclude marginal amounts from the subscription rights of the shareholders and, in the case of the simultaneous issuance of ordinary and preferred shares, the subscription right of Inh. shares of one class on shares of the other class, provided that the subscription ratio is fixed equally for both classes. The Board of Management may also exclude the subscription right a.s. a whole in order to be able to issue new non-voting Preference Shares at an issue amount that does not significantly fall below the market price (Section 203 (2), 186 (3) sentence 4 AktG). The authorisation shall also include the power to issue other preference shares which are not registered to the unregistered: the creditors of the entities participating in the merger shall be notified in writing of their claim for reason and amount, provided that they cannot claim satisfaction within six months of the date on which the entry of the merger in the register of the registered entity of which they are creditors has been made known to § 19 Abs. 3 UmwG. However, they are only entitled to this right if they demonstrate that the merger jeopardises the fulfilment of their claim. The separate meeting of preferred shareholders of June 11, 2014 gave the necessary approvals.
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: Einhell Germany AG, Landau a. d. Isar, Germany.