 SB (20) · CEO (1) · CxO (3) · Acquisition: Mark-E AG · Capital: €114.9M · Proxy policy · Is the managing activity of a holding company for the supply of electrical energy, gas, water and heat … … Hrb1 Sept 2006 German Trade Register Announcements, Germany (30/08/2006)

Südwestfalen Energie und Wasser AG, Hagen (

Unnamed street ??, 58095 Hagen, Germany

). AG. Articles of Association of June 21, 2006. The object is: the management activity of a holding company for the supply of electrical energy, gas, water and heat in relation to mark-e AG and Stadtwerke Lüdenscheid GmbH and, where appropriate, other regional utilities. The Company holds, manages, coordinates and supervises its holdings in supply and disposal companies and other holdings that are likely to promote the corporate purpose of supply or disposal companies. It creates opportunities for third parties to participate in all areas of activity of the Group under company law. This can be done by direct participation in the company or by the creation of joint ventures jointly by the company and third parties. It assumes central and cross-company functions for all Group companies and can provide further services for its Group company. The company may acquire, exploit and sell real estate and property rights, establish other companies and branches or participate in other companies. The company is authorised to conclude company contracts of any kind (e.g. profit transfer agreements), may acquire membership in associations, interest groups and the like, and may carry out any transactions - such as the management of its own assets - that are related to the purpose of the company. The company wants to ensure and ensure an optimal supply of the regional market with the various forms of energy (such as electricity, gas, heat, etc.) and water through a group of regional utilities to be pursued. The company can also establish cooperations with other municipal utilities in the region in order to achieve a long-term bundling of regional supply and disposal functions. Share capital: EUR 114,900,000.00. General representation regulations: The company is represented 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: Dr. ???????, ?????????, Hagen, *??.??.???? to enter into legal transactions on behalf of the company as a representative of a third party. Board of Directors: Dr. ??????, ???????, Hagen, *??.??.????; ??????, ???????, Lüdenscheid, *??.??.????; Struwe, Wolfgang, Lüdenscheid, *??.??.???? to enter into legal transactions on behalf of the company as a representative of a third party. As not registered: The company's announcements are made in the electronic Federal Gazette. The share capital of EUR 114,900,000.00 is divided into 114,900,000 no-par value shares at a calculated share of the company's share capital in the amount of EUR 1.00 per share. The shares are in the name. The Board of Directors of the Company consists of at least two persons. The number of members is determined by the Supervisory Board. The company assumes the start-up expenses for the foundation and its preparation up to an amount of EUR 500,000.00. The founders of the company, who have taken over all the shares, are1. the city of Hagen,2. the city of Lüdenscheid,3. the RWE Westfalen-Weser-Ems AG, Dortmund (Amtsgericht Dortmund HRB 16056),4. the city of Altena,5. the city of Plettenberg,6. the city of Halver,7. the city of Schwerte,).8. the spa company Kierspe GmbH, Kierspe (Amtsgericht Iserlohn HRB 3668),9. the municipality of Schalksmühle,10. the city of Kierspe,11. the municipality of Herscheid,12. the city of Meinerzhagen,13. the city of HerdeckeThe founder of the city of Hagen, suspenseful due to the registration of the company in the commercial register, brings the 581,898 no-par value shares in the Mark-E AG with registered office in Hagen, registered in the commercial register of the district court Hagen under HRB 10, as a claim in in-case. For this purpose, it will receive 49,009,736 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 49,009,736.00. The founder of the city of Lüdenscheid, due to the registration of the company in the commercial register (a) brings the share of the business held by it in the nominal amount of EUR 24,669,800.00 to the Stadtwerke Lüdenscheid GmbH based in Lüdenscheid, registered in the Commercial Register of the District Court of Iserlohn under HRB 3934, and (b) the share of the business held by it in the nominal amount of EUR 1,583,000.00 at Stadtwerke Kierspe GmbH, registered in the Commercial Register of the District Court of Iserlohn under HRB 3455, as a contribution in order to the company. For this purpose, it will receive 27,718,192 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 27,718,192.00. The founder RWE Westfalen-Weser-Ems AG based in Dortmund, which is based in Dortmund, brings, due to the registration of the company in the Commercial Register (a) the 130,000 no-par value shares in the Mark-E AG with its registered office in Hagen, registered in the Commercial Register of the District Court of Hagen under HRB 10 (b) the limited partnership share of EUR 1,000.00 held before it in the sew GmbH & Co. KG registered in the Commercial Register of the District Court of Hagen under HRA 5044, which in turn holds 130,000 no-par value shares in the Mark-E AG, and (c) the share of the business held before it in the nominal amount of EUR 12,250.00 in the SEW Beteiligungs verwaltungs GmbH, registered in the Commercial Register of the District Court hagen under HRB 7150 a.s. a contribution in in-case terms to the company. For this purpose, it will receive 21,898,222 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 21,898,222.00. The founder stadt Altena, suspenseful due to the company's registration in the commercial register, brings the 60,085 no-par value shares it holds into the company a.s. a deposit in interest a.s. a deposit in the market AG based in Hagen, registered in the commercial register of the district court of Hagen under HRB 10. For this purpose, it will receive 5,060,595 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 5,060,595.00. The founder of the city of Plettenberg, suspenseful due to the company's registration in the commercial register, brings the 37,772 no-par value shares it holds into the company a.s. a deposit in interest on the Mark-E AG, registered in the commercial register of the district court of Hagen under HRB 10. For this purpose, it will receive 3,181,306 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 3,181,306.00. The founder stadt Halver, suspenseful due to the company's registration in the commercial register, brings the 23,087 no-par value shares it holds into the company a.s. a deposit in interest on the Mark-E AG, registered in the commercial register of the district court of Hagen under HRB 10. For this purpose, it will receive 1,944,478 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 1,944,478.00. The founder Stadt Schwerte, suspenseful due to the company's registration in the commercial register, brings the 18,070 no-par value shares it holds on the Mark-E AG, registered in the commercial register of the district court hagen under HRB 10, into the company a.s. a deposit in order. For this purpose, it will receive 1,521,926 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 1,521,926.00. The founder of The Company of The Baths Kierspe GmbH, based in Kierspe, which is based in Kierspe, is making a contribution in in-case to the company a.s. a contribution in GmbH, registered in the commercial register of the District Court of Iserlohn under HR 3934, due to the company's registration in the commercial register of the commercial register of THE commercial register. For this purpose, it will receive 966,804 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 966,804.00. The founder of the municipality of Schalksmühle, suspensely due to the company's registration in the commercial register, brings the 10,819 no-par value shares it holds into the company a.s. a deposit in interest on the Mark-E AG, registered in the commercial register of the district court hagen under HRB 10. For this purpose, it will receive 911,219 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 911,219.00. The founder stadt Kierspe, suspenseful due to the company's registration in the commercial register, brings the 10,625 no-par value shares it holds into the company a.s. a deposit in interest at the Mark-E AG, registered in the commercial register of the district court of Hagen under HRB 10. For this purpose, it will receive 894,879 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 894,879.00. The founder of the municipality of Herscheid, suspenseful due to the company's registration in the commercial register, brings the share of the business held by it in the nominal amount of EUR 792,850.00 in the Stadtwerke Lüdenscheid GmbH, registered in the commercial register of the district court of Iserlohn under HRB 3934, into the company a.s. a contribution in in-interest. For this purpose, it will receive 858,431 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 858,431.00. The founder stadt Meinerzhagen, suspenseful due to the company's registration in the commercial register, brings the 8,728 no-par value shares it holds on the Mark-E AG, registered in the commercial register of the district court hagen under HRB 10, into the company a.s. a deposit in order. For this purpose, it will receive 735,107 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 735,107.00. The founder Stadt Herdecke, suspenseful due to the company's registration in the commercial register, brings the 2,364 no-par value shares it holds to the AG Company a.s. a deposit in interest, registered in the Commercial Register of the District Court of Hagen under HRB 10. For this purpose, it will receive 199,105 no-par value shares with a calculated shareholding in the company's share capital in the amount of EUR 199,105.00. By way of a share purchase agreement, the company acquired a further 286,552 no-par value shares in the Mark-E AG, which is based in Hagen, registered in the Commercial Register of the District Court of Hagen under HRB 10, for a purchase price of EUR 77,809,980.00 (in words: Eur seventy-seven million eight hundred and nine thousand nine hundred and eighty) from Stadtwerke Lüdenscheid GmbH based in Lüdenscheid, registered in the Commercial Register of the District Court of Iserlohn under HRB 3934, whose shares are held in Trust by the founder of the city of Lüdenscheid. The first Supervisory Board of the company is formed by: ????? ???????, Hagen; ????????? ???????????, Hagen; Brigitte Kramps, Hagen;Dr. Stephan ???????, ?????; ????? ?????? ??????? ?????????, Hagen; ?????? ???????????? ?????, Hagen; ?????? ??????, Lüdenscheid; ?????? ????? ?????, Lüdenscheid; ???? ???????? ??????, Lüdenscheid; ?????? ???????, Lüdenscheid; Dr. Andreas ?????????, ??????; ????? ????? ??????, Plettenberg; Dr. Siegfried Knut Zschiedrich,Kirchheimbolanden; Dr. Bernd Georg ??????, ?????; ???? ??????, Lüdenscheid; ????? ?????, Herdecke; ????????????????? ??????, swords; ?????? ?????, Altena; ???????? ??????????, Dortmund; ?????? ????????, Hagen; ????? ?????? ?????, Hagen. The documents filed with the application, in particular the audit reports of the members of the Board of Management and the Supervisory Board a.s. well a.s. the founding auditor, may be viewed by the Court.