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Authorized signatory (ppa): Georg Mersmann · No longer Authorized signatory (ppa) (1) · Company statute · Corporate Purpose Hrb26 Aug 2010 German Trade Register Announcements, Germany (20/08/2010)
Overview
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Soennecken eG, Overath (
Soennecken Platz, 51491 Overath
). The Annual General Meeting of April 30, 2010 adopted an amendment to the Articles of Association in Section 2 (Purpose and Subject matter), Section 9 (Members' Rights), Section 18 (Reporting to the Supervisory Board), Sections 23 (Tasks and Duties of the Supervisory Board) and Section 25 (Joint Responsibility of the Executive Board and Supervisory Board); the subject-matter of the company has also been changed. New subject: 1. The purpose of the company is to promote the economic development of the members. 2. The subject-matter is in particular: (a) takeover of the Delkredere and implementation of central regulation, b) wholesale, c) direct business with major customers, d) preparation of marketing concepts and advertising materials, e) advising members, in particular on matters of business administration, assortments and marketing, f) promoting the exchange of experience and information between members (g) promoting the development and participation in the creation and development of industry-related data processing systems. 3. The extension of the business to natural and legal persons as well as partnerships which are not members of the cooperative is permissible insofar as these are companies affiliated with members within the meaning of Section 17/18 of the German Stock Corporation Act or in so far as they are third parties (non-members) who are supplied with large customers in the course of the direct transaction (Section 2 para. 2 lit. c).c. The cooperative is entitled to do direct business in accordance with Section 2 (2) lit. (c) where it (a) promotes the economic capacity of the cooperative, its affiliates or its members (b) the cooperative or one of its affiliated undertakings occupies free markets which are not occupied by its members, and (c) at least indirect improves the other benefits of the cooperative or its affiliated undertakings. 4. The cooperative is entitled to take any action which appears to be capable of directly or indirectly promoting the purpose of the company. In particular, the cooperative is also entitled to participate in other undertakings if this appears appropriate for the economic promotion of its members. In the statutes of the companies affiliated with the cooperative (i.s. Section 15 et seq., 291 et seq. AktG) irrespective of its legal form, it must be ensured that, a) the purpose of the company is the economic promotion of the members of the cooperative (b) the board of directors of the cooperative of its reporting obligation under Section 18 lit. a) and lit. f) c) the Supervisory Board of the Cooperative can fulfil its duties and obligations under Sections 23 No. 1 and No. 7, d) the Supervisory Board and the Board of Management can fulfil their obligations to cooperate in accordance with Section 25 No. 1 lit I) and e) the affiliated companies in accordance with Section 53 et seq. GenG are audited by an auditing firm (Section 15 para. 2 lit.g), insofar as there is an audit obligation in accordance with the provisions of the Commercial Code or the Publicity Act. Procura terminated: ?????, ??????? ??????. Total prokura together with a member of the Board of Management or another authorized representative with the power to enter into legal transactions on behalf of the cooperative a.s. a representative of a third party: Mersmann, Georg, Essen, *??.??.????.
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: Soennecken eG, Overath, Germany.