European Companies Search Engine
Convertible bonds · Company statute Hrb 3 Jul 2006 German Trade Register Announcements, Germany (27/06/2006)
Overview
Text
United Internet AG, Montabaur (
Elgendorfer Str. 57, 56410 Montabaur
). The Annual General Meeting of June 13, 2006 decided to increase the share capital by EUR 186,825,603.00 from company funds and accordingly to amend the Articles of Association in Section 5 (1) and (2) sentence 1. The contingent capital (Section 5 (5) of the Articles of Association) of EUR 1,887,500.00, approved at the Annual General Meeting of February 18, 1998, is repealed by resolution of the Annual General Meeting of June 13, 2006 with effect for the future and in accordance with Section 5 (5) of the Articles of Association. The Annual General Meeting of June 13, 2006 cancelled the previously authorized capital and created a new authorized capital and accordingly decided to repeal and recast Section 5 (4) of the Articles of Association. The Annual General Meeting of June 13, 2006 approved the amendments to the Articles of Association in Sections 15 (3), 16 (registration and participation in the Annual General Meeting), 17 (voting rights) and 18 (2) (Chairman). On June 13, 2006, the Supervisory Board amended the Articles of Association pursuant to the Act Act Act (AktG) pursuant to the increase in conditional capital pursuant to Section 218 of the Act Act ( Act Act Act Act" and redrafted in each case sentence 1 of Section 5 (6) (conditional capital 2005), paragraph 7 (conditional capital 2001), paragraph 8 (conditional capital 2003) and paragraph 9 (conditional employee participation 2005). EUR 249.100.804.00. Due to the increase in conditional capital pursuant to the Act pursuant to Section 218 sentence 1 AktG and the corresponding amendment of the Articles of Association by the Supervisory Board on June 13, 2006, the conditional capital in 2005 (Section 5 (6) of the Articles of Association) now amounts to EUR 92,000,000.00, the contingent capital 2001 (Section 5 (7) of the Articles of Association) now EUR 4,495,000.00, the conditional capital in 2003 (Section 5 (8) of the Articles of Association) now EUR 5,581,744.00 and the conditional employee participation in 2005 (Section 5 (9) of the Articles of Association) now EUR 3,000,000.00. With the approval of the Supervisory Board, the Management Board is authorized to increase the company's share capital once or several times by issuing new no-par value shares in exchange for cash and/or non-cash contributions until June 12, 2011 (authorized capital 2006). In the event of a capital increase against cash deposits, shareholders must be granted a subscription right. However, the Board of Management is authorized, with the consent of the Supervisory Board, to exclude marginal amounts from the subscription rights of the shareholders and to exclude the subscription right to the extent necessary to grant the purchase rights of warrants, convertible bonds or warrant bonds issued by the Company or its subordinategroup companies a subscription right to new shares to the extent that they are entitled to conversion or option obligations after the exercise of their conversion or option right. The Management Board is also authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders if the issue amount of the new shares at the time of the final determination of the issue amount does not significantly fall below the market price of shares of the company with the same equipment and the shares issued pursuant to Section 186 (3. S. 4 AktG) do not exceed a total of 10% of the share capital. These limits shall be taken into account by shares which have been sold or issued under the exclusion of subscription rights on the basis of other authorisations in direct or corresponding application of Section 186 (3) s. 4 AktG. In addition, the Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription right in the event of capital increases in exchange for contributions in kind, in particular in connection with the acquisition of companies or shareholdings or assets. The Board of Management is also authorized, with the consent of the Supervisory Board, to determine the further details of the capital increase, the further content of the share rights and the terms of the share issue. The Supervisory Board is authorized to recast the version of the Articles of Association in accordance with the implementation of the increase in the share capital or after the expiry of this authorisation period. As not registered, the share capital is now divided into 249,100,804 no-par value shares with a pro rata amount of the share capital of EUR 1.
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: United Internet AG, Montabaur, Germany.