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Member of the Executive Board (1) · Control: SINGULUS TECHNOLOGIES Beteiligungs GmbH · Change of headquarters: HamaTech AG · Capital: €30M · Convertible bonds · Company statute · Corporate Purpose Hrb5 Dec 2007 German Trade Register Announcements, Germany (29/11/2007)
Overview
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HamaTech AG, Kahl (
Unnamed street ??, 63796 Kahl, Germany
). AG. Articles of Association of December 29, 1998. The Annual General Meeting of August 21, 2007 approved the amendment of Section 1 (seat, until now Sternenfels, Amtsgericht Mannheim HRB 511199) of the Articles of Association. The object of the company is research and development, in particular industrial production and distribution of machinery, machine parts and equipment of all kinds, especially for the optical disc and semiconductor industry. The Company may also limit itself to holding holdings and managing its own assets. Share capital: EUR 30,000,000.00. If only one member of the Board of Management is appointed, the company alone represents it. If several members of the Board of Management have been appointed, the Company shall be represented by two members of the Board of Management or by a member of the Board of Management together with an authorized representative. Each member of the Board of Management is entitled to conduct legal transactions on behalf of the Company as a representative of a third party. Board of Directors: Dr. ?????????????, ?????, Kahl, *??.??.????. Created on the basis of changing form according to Section 190 ff umwG by conversion decision of December 29, 1998. The Annual General Meeting of May 14, 2004 decided to increase the share capital by up to EUR 3,000,000 for the implementation of convertible bonds or bonds issued by May 13, 2009. (conditional Kapial III) The Board of Management is authorized to raise the share capital in the period up to May 13, 2009 with the approval of the Supervisory Board by issuing up to EUR 10,000,000 new, to the Inh. no-par value shares in exchange for cash or non-cash deposits, but not more than EUR 10,000,000 in total. (authorized capital). Shareholders must be granted a subscription right with the following restrictions. The Board of Management is authorized, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions for the issue of the shares. The Management Board is also authorized, with the consent of the Supervisory Board, to exclude the statutory subscription rights of the shareholders in the following cases: - in order to exploit any marginal amounts to the exclusion of the subscription rights of the shareholders, - in the case of capital increases in exchange for contributions in kind for the purpose of granting shares for the purpose of acquiring companies, parts of companies or shareholdings in companies, - if the capital increase is made against a cash contribution and the issue amount of the new shares does not substantially affect the market price of the shares of the same class already listed and at the time of the final determination of the issue amount by the Board of Management, section 200 para. 1 and 2, 186 (3) sentence 4 AktG and the total share capital amount attributable to the new shares excluded for the subscription right does not exceed 10% of the share capital available at the time of the resolution of the annual general meeting on the creation of the authorised capital and at the time of the exploitation of the authorised capital. This limitation shall be taken into account by shares which are used directly or in accordance with section 186 para. 3 Sentence 4 AktG has been issued or is to be issued or is to be issued during the term of this authorization until the time of exploitation in accordance with this provision, bonds issued in accordance with this Provision to the extent that they are entitled to the option and/or conversion rights after exercising the option and/or conversion rights. (authorized capital) b) With the "SINGULUS TECHNOLOGIES Beteiligungs GmbH", Kahl am Main (Amtsgericht Aschaffenburg HRB 9588) a.s. the dominant company, a control agreement was concluded on April 21, 2006, which was approved by the Annual General Meeting on June 21, 2006. Reference is made to the documents submitted to the court.
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: HamaTech AG, Kahl, Germany.
