European Companies Search Engine
CEO: Jürg Oleas · Authorized signatory (ppa) (10) · CxO (3) · Change of headquarters: GEA Group AG · Address · Capital: €496.9M · Proxy policy · Company statute · Corporate Purpose Hrb 7 Jun 2011 German Trade Register Announcements, Germany (25/05/2011)
Overview
Text
GEA Group AG,
Unnamed street ??, 40468 Düsseldorf, Germany
. AG. Articles of Association of September 4, 201906, amended several times. The Annual General Meeting of April 21, 2011 decided to amend the Articles of Association in Section 1 sentence 2 and with it the transfer of its registered office from Bochum (previously Amtsgericht Bochum HRB 10437) to Düsseldorf; Furthermore, Section 15 (Supervisory Board Compensation) was amended. Business address:
Unnamed street ??, 40468 Düsseldorf, Germany
? Subject: The object of the enterprise is the management of a group of companies which, in particular, in the development, manufacture and distribution of apparatus, machinery, systems, components, process lines, systems and control elements and plastic articles, including in connection with other materials, development, manufacture and distribution of metallurgical and chemical products of all kinds, - planning and construction of industrial installations, - development and exploitation of technical processes, - provision of services, in particular in the field of environmental protection, - trade in products of all kinds, - conduct of financial, insurance brokerage and forwarding transactions, - conduct of compensatory and counter-transactions in products and services of all kinds, - acquisition, sale and management of shareholdings, securities, land and other assets, and in the conduct of all transactions related to the activities of the abovementioned business activities. The company also invests in holding and acquiring shareholdings, taking on management activities and providing services to companies developing, manufacturing or distributing the aforementioned products. The Company may also act on its own activities in the business areas referred to in the first sentence; however, for transactions or activities which require special authorisation or authorisation in accordance with the provisions of the Law on Credit or the Road Transport Act, this shall apply only to the extent that the necessary authorisation or authorisation is available. Share capital: EUR 496,890,368.79. General representation rules: The company has at least two members of the Board of Management. The company is represented jointly by two members of the Board of Management or by a member of the Board of Management together with an authorized representative. Chairman of the Board: Oleas, Jürg, Cologne, *??.??.????? Board of Directors: ?????????, ????, Birkerod, *??.??.????; Dr. Schmale, Helmut, Bochum, *??.??.????. Total prokura together with a member of the Board of Management: ???????, ??????, Essen, *??.??.????; Becker, Bernd, Schermbeck, *??.??.????; ?????, ??????? ???????, Bochum, *??.??.????; ?????? ????????, ???????, Dusseldorf, *??.??.????; ??????, ??????, Dortmund, *??.??.????; ????????, ???????, ratings, *??.??.????; Dipl.-Business manager Kämpfert, Michael, Meerbusch, *??.??.????; Dr. ??????, ??????, Wiesbaden, *??.??.????; ??????, ?????????, Bochum, *??.??.????; ??????, ????, Bochum, *??.??.????; Dipl.-Kfm. ???????????, ?????, Bochum, *??.??.????; Dr. ?????????, ???????, Food, *??.??.????; ??????, ?????, Münster, *??.??.????; Dr. Petri, Stephan, Food, *??.??.????; ?????, ???????, Bensheim, *??.??.????; Dr. ??????, ????, Bochum, *??.??.????; Dr. ??????, ????????, Dusseldorf, *??.??.????; ??? ??????, ?????, food, *??.??.????; ??????, ???????, Iserlohn, *??.??.????; Weimer, Marco, Herne, *??.??.????; ??????, ???????, Dortmund, *??.??.????; ??????, ??????, Herne, *??.??.????. The share capital is conditionally increased by up to EUR 3,247,449.94 by resolution of the Annual General Meeting on August 20, 1999. (Conditional capital 1999) After partial use, the conditional captital is still EUR 3,210,619.02. By decision of the Annual General Meeting of April 30, 2007, the Management Board is authorized, with the approval of the Supervisory Board, to increase the share capital by up to EUR 77,000,000.00 by issuing new no-par value shares against cash contributions (authorized capital I) by April 29, 2012, and thereby determine a starting date of the distribution of profits deviating from the law in accordance with Section 5 (4) of the Articles of Association. The Management Board is authorized, with the consent of the Supervisory Board, to exclude top amounts from the subscription right of the shareholder. With the consent of the Supervisory Board, the Management Board is authorized to increase the company's share capital by up to EUR 99,000,000.00 by issuing new no-par value shares against cash or non-cash contributions by April 21, 2014, and thereby determine a different start of profit sharing in accordance with Section 5 (4) of the Articles of Association. With the approval of the Supervisory Board, the Management Board is authorized to increase the share capital by up to EUR 72,000,000.00 by issuing new no-par value shares against cash or non-cash contributions by April 20, 2015, and thereby determine a starting date of profit sharing that deviates from the law in accordance with Section 5 (4) of the Articles of Association. The authorization may be used in whole or in part, once or several times. The Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders for marginal amounts. The Management Board is further authorised, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in the event of capital increases in exchange for contributions in kind for the purpose of mergers or the acquisition of companies, parts of companies or shareholdings in companies. The share capital is divided by a further EUR 48,659,656.71 into up to a unit of 18,000,000 on the Inh. no-par value shares, conditionally increased (conditional capital).
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The latest known state is available on the following page: GEA Group AG, Dusseldorf, Germany.
