This notice is about ShopWings Global S. Rocket Internet AG, a stock corporation Aktiengesellschaft under the laws of Germany with its statutory seat in Berlin, Germany, registered with the commercial register Handelsregister at the local court of Charlottenburg Amtsgericht CharlottenburgGermany, under no.
The said proxies, initialled ne varietur by the proxyholder of the appearing parties and the notary will remain annexed to the present deed to be filed at the same time gesellschafterbeschluss liquidation ug the registration authorities. The parties under 1. The articles of association have gesellschafterbeschluss liquidation ug been amended since.
The Existing Shareholders represent the entire share capital and have waived any notice requirement. The general meeting of shareholders is regularly constituted and may validly deliberate on the following agenda whereby Eiffel participates and votes for the purpose of Agenda point 5 et seqq.
Decision to gesellschafterbeschluss liquidation ug one gesellschafterbeschluss liquidation ug additional class of shares, so that the Company will hence have two 2 classes of shares, divided into common shares hereinafter?
Conversion of the existing twelve thousand five hundred 12, shares, with a nominal value of one euro EUR 1 each, into twelve thousand five hundred 12, Common Shares, with gesellschafterbeschluss liquidation ug nominal value of one euro EUR 1.
Acceptance of Netris B. Increase of the Company? Subsequent amendment of article five 5 of the articles of association of the Gesellschafterbeschluss liquidation ug so that it shall henceforth read as follows:. The rights and obligations attached to the shares shall be identical except to the extent otherwise provided by these articles of association or by the Law.
Full restatement of the articles of association of the Company so that they shall henceforth read as follows:. It may be transferred to any other municipality in the Grand Duchy of Luxembourg by resolution of the shareholders, adopted gesellschafterbeschluss liquidation ug the manner required for an amendment gesellschafterbeschluss liquidation ug these articles of association.
Decisions as to the use of any such distributable reserves are to be taken by the shareholder s or the manager s as the case may be, subject to the Law and these articles of association. This register shall contain all the information required by the Law. Certificates of such registration may be issued upon request and at the expense of the relevant shareholder. In case a share is owned by several persons, they shall appoint a single representative who shall represent them towards the Company.
The Company has the right to suspend the exercise of all rights attached to that share until such representative has been appointed. To the extent that such approval has been granted, an additional consent to the transfer of shares is not required:. Such approval is, however, not required in case the shares are transferred either to parents, descendants or the surviving spouse or any other legal heir of the deceased gesellschafterbeschluss liquidation ug. The voting rights of any of its shares held by the Gesellschafterbeschluss liquidation ug are suspended, for as long as they are held by the Company.
Upon receipt by such shareholder of the declaration of redemption sent by the board of managers, the shares shall automatically be redeemed without any further action being required. The present articles together with the declaration of redemption constitute together a valid instrument in writing for the purposes of article of the Law and the Company hereby acknowledges and accepts the transfer of the shares in such case and undertakes to register the transfer in its share register and to proceed with the relevant filings required by law.
The redemption declaration takes effect upon receipt of the declaration by the shareholder concerned and if a respective shareholders? The effective date is the date before the redemption resolution. If no agreement is reached the expert arbitrator shall be selected by the President of the Tribunal d? Arrondissement upon request of a shareholder or of the Company. The decision of the expert arbitrator shall gesellschafterbeschluss liquidation ug binding. The costs of the expert opinion shall be borne by the Company and the requesting shareholder in equal parts, the part allocated to such shareholder shall be set off with the redemption price and the redemption price shall be reduced accordingly.
The shareholder shall bear the remaining costs in case the redemption price does not cover the costs allocated to the shareholder for the expert opinion. In such case, each shareholder shall receive the text of the resolutions or decisions to be taken expressly worded and shall cast his vote in writing. Unless mandatory law prescribes another form, they can also be passed outside meetings in writing including email or fax or telephone voting if such procedure is requested by a shareholder and no other shareholder declares its dissent with the procedure within two 2 weeks towards the board of managers of the Company in written form.
If no dissent is declared within the two 2 weeks pursuant to the foregoing sentence the votes of the shareholders which are not participating in the voting shall be deemed to be abstention from voting. Written resolutions must be signed by each shareholder and the written gesellschafterbeschluss liquidation ug must be sent to each shareholder without undue delay.
Resolutions not passed in writing must be confirmed in writing. Such confirmation only has declaratory significance. The written record must be sent to gesellschafterbeschluss liquidation ug shareholder in writing without undue delay. In such case, any reference made herein to the? The period of notice begins to run on the day following postage. The gesellschafterbeschluss liquidation ug of the shareholders?
The written record must be signed by all shareholders present gesellschafterbeschluss liquidation ug represented in the shareholders? Each shareholder must be sent gesellschafterbeschluss liquidation ug copy of the written record. Save for a higher majority provided in these articles of association or by Law, collective decisions of the Company? If there is no quorum, a new shareholders?
The shareholders may change the nationality of the Company only by unanimous consent. Amendments of articles of association. Any amendment of these articles of association requires the approval of i a majority in number of shareholders ii who also constitute a Super Majority. Resolutions regarding the gesellschafterbeschluss liquidation ug subjects gesellschafterbeschluss liquidation ug be taken by i a majority in number of shareholders ii who also constitute a Super Majority:.
Gesellschafterbeschluss liquidation ug the capital of the Company is divided into different classes of shares the specific rights and obligations attached to any class may be varied or abrogated with the unanimous consent in writing of the shareholders who hold all the issued shares of that class. If the Company has gesellschafterbeschluss liquidation ug managers, the managers form a board of managers. Any such classification of managers shall be duly recorded in the minutes of the relevant shareholders resolutions and the managers be identified with respect to the class they belong.
The meetings of the board of managers shall be held at the registered office of the Company unless otherwise indicated in the notice of meeting. Such notice may be omitted in case of assent of each manager in writing, by facsimile, electronic mail or any other similar means of communication, a copy of such document being sufficient proof thereof.
No prior notice shall be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of managers which has been communicated to all managers. It may also choose a secretary, who does not need to be a manager and who shall be responsible for keeping the minutes of the meetings of gesellschafterbeschluss liquidation ug board of managers. In his absence, the board of managers may appoint gesellschafterbeschluss liquidation ug manager as chairman pro tempore by vote of the majority of managers present or represented at any gesellschafterbeschluss liquidation ug meeting.
A manager may represent one or more but not all of the other managers. The participation in a meeting by gesellschafterbeschluss liquidation ug means is equivalent to a participation in person at such meeting and the meeting is deemed to be held gesellschafterbeschluss liquidation ug the registered office of the Company.
The chairman, if any, shall not have a casting vote. In the event however the general meeting of shareholders has appointed different classes of managers namely class A managers and class B managers any resolutions of the board of managers may only be validly taken if approved by the majority of managers including at least one class A and one class B manager which may be represented. Each manager may express his consent separately, the entirety of the consents evidencing the adoption of the resolutions.
The date of such resolutions shall be the gesellschafterbeschluss liquidation ug of the last signature. Minutes of the meeting of the gesellschafterbeschluss liquidation ug of managers; Minutes of the decisions of the sole manager. In the event the general meeting of shareholders has appointed different classes of managers namely class A managers and class B managers gesellschafterbeschluss liquidation ug, such minutes shall be signed by one 1 class A manager and one 1 class B manager including by way of representation.
Copies or excerpts of such minutes, which may be produced in judicial proceedings or otherwise, shall be signed by the chairman, if any, or by any two 2 managers. In the event the gesellschafterbeschluss liquidation ug meeting of shareholders has appointed different classes of managers namely class A managers and class B managerssuch copies or excerpts shall be signed by one 1 class A manager and one 1 class B manager including by way of representation.
Gesellschafterbeschluss liquidation ug or excerpts of such minutes, which may be produced in judicial proceedings or otherwise, shall be signed by the sole manager.
Dealing gesellschafterbeschluss liquidation ug third parties. The Company shall be bound towards third parties in all circumstances i by the signature of the sole manager, or, if the Company has several managers, by the joint signature of any two 2 managers; in the event the general meeting of shareholders has appointed different classes of managers namely gesellschafterbeschluss liquidation ug A manager and class B managerthe Company will only be validly bound by the joint signature of at least one 1 class Gesellschafterbeschluss liquidation ug manager and one 1 class B manager including by way of representation or ii by the joint signatures or the sole signature of any person s to whom such signatory gesellschafterbeschluss liquidation ug may have been delegated by the board of managers within the limits of such delegation.
The general meeting of shareholders shall appoint the internal auditor s and shall determine their term of office. The financial year of the Company shall begin on the first of January of each year and shall end on the thirty-first of December of the same year. The amount to be distributed shall be allocated where applicable and may not exceed realized profits since the end of gesellschafterbeschluss liquidation ug last financial year, increased by profits carried forward and distributable reserves, but decreased by losses carried forward and sums to be allocated to a reserve which the Law or these articles of association do not allow to be distributed.
In the event of dissolution of the Company in accordance with Article 3. Unless otherwise provided, the liquidators shall have the most extensive powers for the realization of the assets and payment of the liabilities of the Company.
Where any matter contained in these articles conflicts with the provisions of any shareholders? Subsequently, decision to appoint any manager of the Company, as well as Messrs. Julien De Mayer and Ruediger Trox, regardless of his category, each acting individually and with full power of substitution, to sign solely, the shareholders register of the Company.
Having duly considered each item on the agenda, the general meeting unanimously takes, and requires the undersigned notary to enact, the following resolutions:. The general meeting of shareholders decides to create one 1 additional class of shares, so that gesellschafterbeschluss liquidation ug Company will hence have two 2 classes of shares, divided into Common Shares and Series Gesellschafterbeschluss liquidation ug Shares.
The general meeting of shareholders decides to convert the existing twelve thousand five hundred 12, shares, with a nominal value of one euro EUR 1. The general meeting of shareholders accepts Netris B. The general meeting gesellschafterbeschluss liquidation ug shareholders resolves to increase the Company? Six hundred ninety-five Series A1 Shares have been duly subscribed by Eiffel, aforementioned, for the price of six hundred ninety-five euros EUR The six hundred ninety-five Series A1 Shares subscribed by Eiffel, aforementioned, have been entirely paid up through a contribution in cash in an amount of six hundred ninety-five euros EUR The amount of six hundred and ninety-five Euro EUR The contribution in the amount of six hundred ninety-five euros EUR is entirely allocated to the share capital.
The gesellschafterbeschluss liquidation ug meeting gesellschafterbeschluss liquidation ug shareholders acknowledges that Eiffel has now become the holder of six hundred ninety-five Series A1 Shares. As a consequence Eiffel, aforementioned, entitled to vote and here represented by Kristof De Wael, Lawyer, professionally residing in Luxembourg, by virtue of the aforementioned proxies, joins the general meeting of shareholders for the purpose of the following resolutions.
The general meeting of shareholders resolves the amendment of article five 5 of the articles of association of the Company so that it shall now henceforth read as follows:. Inter alia as a result of the foregoing, the general meeting of shareholders resolves to fully restate the articles of association of the Company which shall henceforth read as set out in the agenda of the present deed. The general meeting of gesellschafterbeschluss liquidation ug hereby appoints any gesellschafterbeschluss liquidation ug of the Company, regardless of his category, as well as Gesellschafterbeschluss liquidation ug.
Julien De Mayer and Ruediger Trox, each acting individually and with full power of substitution, to sign solely, the shareholders register of the Company. The expenses, costs, remunerations or charges gesellschafterbeschluss liquidation ug any form whatsoever which shall be borne by the Company are estimated at approximately EUR 2, Whereof the present notarial deed was drawn up in Luxembourg, on the day specified at the beginning of this document.
The undersigned notary gesellschafterbeschluss liquidation ug understands and speaks English, states herewith that on request of the appearing parties, the present deed is worded in English followed by a German translation; on the request gesellschafterbeschluss liquidation ug the same appearing party and in case of divergence between the English and the German text, the English version will prevail. The document having been read to the proxyholder of the appearing parties, known to the notary by name, first name and residence, the said proxyholder signed together with the notary the present deed.
Die Parteien unter 1.
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