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CxO (5) · ppa (10) · Acquisition: Wintershall Dea German Operations GmbH, Wintershall Dea TSC GmbH & Co. KG · Change of legal form: Wintershall Dea GmbH · Spin-off: Wintershall Dea German Operations … Hrb26 Jul 2021 German Trade Register Announcements, Germany
Overview
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HRB 209823: Wintershall Dea AG,
Celle, Friedrich-Ebert-Straße 160, 34119 Kassel
. Public limited company. Articles of Association of 26 March 2021 with amendment of 28 June 2021. Business address:
Friedrich-Ebert-Straße 160, 34119 Kassel
. Purpose: the exploration, extraction, processing, storage and distribution of natural gas, crude oil and other mineral resources and the resulting main and by-products, and trade in all the aforementioned mineral resources and goods, as well as the construction and operation of gas pipeline systems. Share capital: 189,437,527.00 EUR. General representation arrangements: If only one member of the Management Board is appointed, he or she represents the Company alone. If several members of the Board of Management have been appointed, the Company shall be represented by two members of the Management Board or by one member of the Management Board together with an authorized signatory. Board of Directors: ?????????, ????, Hamburg, *??.??.????; ??????, ?????, Kassel, *??.??.????; ?????, ????, Hamburg, *??.??.????; ???????, ????, Hamburg, *??.??.????; ???????, ?????, Kassel, *??.??.????. Full power of attorney together with a member of the Management Board or another authorized signatory with the authorization to sell and encumbrance land: Niebeling, David, Vellmar, *??.??.????; Prof. Dr. Wolkewitz, Mathias, Kassel, *??.??.????. Full power of attorney together with a member of the Management Board or another authorized signatory: Angstmann, Petra, Bad Zurzach/Switzerland, *??.??.????; Jäger, Anastasija, Kassel, *??.??.????; Dr. Laumann, Daniel, Kassel, *??.??.????; Riemenschneider, Uwe, Schrecksbach, *??.??.????; Dr. Sauerwald, Christine Claudia Maria, Ahnatal, *??.??.????; Schauer, Sylke, Mettmann, *??.??.????; Schijven, Camiel, Hamburg, *??.??.????; Winkler, Marcus, Vellmar, *??.??.????. Created by conversion by way of the change of legal form of the Wintershall Dea GmbH based in Celle (Amtsgericht Lüneburg HRB 200519) in accordance with the resolution of the shareholders' meeting of 26 March 2021 with amendment of 28 June 2021. As the acquiring legal entity, the company has merged with the Wintershall Explorations- und Produktions-Beteiligungsgesellschaft mbH based in Kassel (Amtsgericht Kassel HRB 7062) in accordance with the merger agreement of 30 August 2007 as well as the approval resolutions of its Annual General Meeting of 30 August 2007 and the shareholders' meeting of the transferring legal entity of 30 August 2007. As the acquiring legal entity, the company has merged with the Wintershall Erdgas Verwaltungs-GmbH based in Kassel (Amtsgericht Kassel HRB 6441) in accordance with the merger agreement of 30 August 2007 and the approval resolutions of its Annual General Meeting of 30 August 2007 and the shareholders' meeting of the transferring legal entity of 30 August 2007. As the acquiring legal entity, the company has merged with the Röchling Gesellschaft mit beschränkter Haftung trade union based in Kassel (Amtsgericht Kassel HRB 6402) in accordance with the merger agreement of 24 August 2016 and the approval resolutions of its shareholders' meeting of 24 August 2016 and the shareholders' meeting of the transferring legal entity of 24 August 2016. As the acquiring legal entity, the company has merged with the Wintershall Russia Holding GmbH based in Kassel (Amtsgericht Kassel HRB 14007) in accordance with the merger agreement of 14 August 2017 as well as the approval resolutions of its shareholders' meeting of 14 August 2017 and the shareholders' meeting of the transferring legal entity of 14 August 2017. As the acquiring legal entity, the company has merged with Haidkopf Gesellschaft mit beschränkter Haftung, based in Celle (Amtsgericht Lüneburg HRB 100291), in accordance with the merger agreement of 14 August 2017 and the approval resolutions of its shareholders' meeting of 14 August 2017 and the shareholders' meeting of the transferring legal entity of 14 August 2017. In accordance with the spin-off and takeover agreement of 18 December 2019 in the version of 28 January 2020 and 18 March 2020, with subscription deed of 29 November 2019 and the approval resolutions of its shareholders' meeting of 18 December 2019, 28 January 2020 and 18 March 2020 and the shareholders' meeting of the Wintershall Dea TSC GmbH & Co. KG of 18 December 2019, 28 January 2020 and 18 March 2020, the company has transferred part of its assets ("Laboratory" division in Barnstorf) a.s. a whole by way of conversion by spin-off to the Wintershall Dea TSC GmbH & Co. KG based in Kassel (Amtsgericht Kassel HRA 17873) a.s. the acquiring legal entity. In accordance with the spin-off and takeover agreement of 20 March 2020 a.s. well a.s. the approval resolutions of its shareholders' meeting of 20 March 2020 and the shareholders' meeting of the Wintershall Dea Deutschland GmbH (formerly: Wintershall Dea German Operations GmbH) of 20 March 2020, the company has transferred part of its assets (Germany division) a.s. a whole by way of conversion by spin-off to the Wintershall Dea Deutschland GmbH (formerly: Wintershall Dea German Operations GmbH) based in Hamburg (Amtsgericht Hamburg HRB 161722) a.s. the acquiring legal entity. The creditors of the legal entity participating in the change of legal entity shall be required to provide security in writing if they register in writing within six months of the date on which the entry of the conversion in the register of the registered office of the legal entity of which they are creditors is deemed to have been published in accordance with § 19 Abs. 3 UmwG, they must lodge their claim in writing in terms of reason and amount, unless they are able to demand satisfaction. However, creditors are only entitled to this right if they credibly demonstrate that the settlement of the claim is jeopardised by the change of form.
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: Wintershall Dea GmbH, Kassel, Germany.
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