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CxO (4) · CEO (1) · ppa (2) · Profit Transfer: Talanx AG · Control: Talanx AG · Merger: ASPECTA Life Holding GmbH · Change of headquarters: ASPECTA Global Group AG · Capital: €75.8M · Proxy policy Hrb 21 Nov 2006 German Trade Register Announcements, Germany (14/11/2006)
Overview
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HDI-Gerling Leben Serviceholding AG, Cologne (
Unnamed street ??, 50670 Cologne, Germany
). AG. Articles of Association of November 16, 2000. By decision of the Annual General Meeting of October 11, 2006 the registered office of Hamburg (previously Amtsgericht Hamburg HRB 78550) has been moved to Cologne and the Articles of Association have been amended accordingly in Section 1 (2). Furthermore, the company and the articles of association have been amended accordingly in Section 1 (1). The statutes are revised as a whole. Subject: As a holding company, the company holds holdings in domestic and foreign insurance companies, asset management companies and other companies. It may also be active in the field of investment, pensions, reinsurance and the service business, provided that special authorisation is not required. Share capital: EUR 75,750,000.00. General representation rules: The Executive Board consists of at least two members. 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 of Management: Dr. ???????, ?????? (called Hans), Hamburg, *??.??.????, authorised to represent him together with another member of the Board of Management or an authorized representative. Board of Directors: ?????, ???????, Hamburg, *??.??.????; ????????, ??????, Hennef, *??.??.????; ???????????, ???, Hamburg, *??.??.????; ????, ???????, Hamburg, *??.??.????, each with the right to represent each other together with another member of the Board of Management or an authorized representative. Overall prokura together with a member of the Board of Management or another authorized representative: ??????, ??????, Norderstedt, *??.??.????; ???????, ????, Hamburg, *??.??.????. On June 14, 2001, the Talanx AG, Hannover (Amtsgericht Hannover HRB 52546) as the dominant company, concluded a control and profit transfer agreement. It was approved by the Annual General Meeting of July 11, 2001 and the Annual General Meeting of the ruling company on June 14, 2001. In view of the further content, reference is made to the said treaty and to the decisions approving it. As a loanee, the company has with the Talanx AG, Hannover (Amtsgericht Hannover HRB 52546) the loan agreement of 01./June 12, 2001 closed over EUR 2,045,167.52 for the acquisition of shares in the VES Gesellschaft für Mathematik, Verwaltung und EDV mbH, Gevelsberg and veS Gesellschaft für Mathematik, Verwaltung und EDV mbH & Co. KG, Gevelsberg for a total price of DM 4,000,000.00 under the purchase and transfer agreement of May 16, 2001. The Extraordinary General Meeting on December 14, 2001 approved this loan agreement in accordance with Section 52 of the German Civil Court (AktG). The company is merged a.s. the acquiring entity with the ASPECTA Life Holding GmbH with its registered office in Hamburg (Amtsgericht Hamburg HRB 95169) in accordance with the merger agreement of August 7, 2006 and the resolution of approval of its annual general meeting of August 7, 2006 and the shareholders' meeting of the transferring entity on August 7, 2006. The Board of Directors consists of 5 people. The share capital is divided into 75,750 shares denominated in the name.
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: HDI Deutschland AG, Hanover, Germany.