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Company statute Hrb22 Jun 2010 German Trade Register Announcements, Germany (17/06/2010)
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Text
Splendid Medien AG,
Unnamed street ??, 50933 Köln, Germany
. By resolution of the Annual General Meeting of June 10, 2010, a new authorized capital of EUR 3,915,000.00 (Authorised Capital I) has been created with effect from the date of this registration and the Articles of Association have been recast accordingly in Section 5 (3). By resolution of the Main Assembly of June 10, 2010, a new authorized capital of EUR 987,000.00 (Authorised Capital II) has been created with effect from the date of this registration, with the cancellation of the previously authorized capital II and the Articles of Association have been recast accordingly in Section 5 (4). In addition, an amendment to the Articles of Association was adopted in Sections 23 (place and convocation) and 25 (chairman of the general meeting). The Board of Management is authorized, with the consent of the Supervisory Board, to increase the share capital of the Company for a period of five years from the date of registration of this Authorized Capital in one-off or several times in exchange for cash or non-cash contributions by up to a total of EUR 3,915,000.00 by issuing new ones to the Inh. shares with a nominal value of EUR 1.00 per share (Authorised Capital I). The Board of Management is authorized to decide, with the consent of the Supervisory Board, on the exclusion of the statutory subscription rights of the shareholders. However, a subscription rights exclusion is only permitted for the settlement of marginal amounts and in the case of capital increases in exchange for contributions in kind for the grant of shares of the company for the purpose of acquiring companies, parts of companies or shareholdings in undertakings. The Board of Management is authorized, with the consent of the Supervisory Board, to increase the share capital of the Company for a period of five years from the date of registration of this Authorized Capital in the Commercial Register on a one-off or several times in exchange for cash contributions or non-cash contributions by up to a total of EUR 978,000.00 by issuing new ones to the Inh. shares with a nominal value of EUR 1.00 per share (Authorised Capital II). The Board of Management is authorized to decide, with the consent of the Supervisory Board, on the exclusion of the statutory subscription rights of the shareholders. However, a subscription right exclusion is only permissible for the settlement of marginal amounts, in the case of capital increases in return for contributions in kind for the grant of shares of the company for the purpose of acquiring companies, parts of the company or shareholdings in undertakings, and if the increase in the share capital is made in exchange for cash contributions and the share of the share capital attributable to the new shares is not a total of ten out of a hundred of the capital existing at the time of registration of this Authorised Capital, nor a total of ten preceding hundreds of the share capital existing at the time of the issue of the new shares and the issue price of the new shares does not substantially exceed the market price of the shares already listed at the time of the final determination of the issue amount by the Board of Management within the meaning of Paragraphs 203 (1) and (2), 186 paragraph 3 sentence 4 of the German Stock Corporation Act. As not registered is announced:
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: Splendid Medien AG, Cologne, Germany.
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