Agenda zur HV am 27. März - 500 Beiträge pro Seite

[Jack_Russel]

Nachfolgend als Info noch die Agenda zur HV. Quelle: Letsbuyit.com.

Leider ist mein englisch nicht sehr gut - wer macht sich mal die Mühe, die Kernaussagen zu interpretieren?


General meeting of shareholders to be held on the 27th of March 2001 at 10.30 hours at Hotel L’Europe, Nieuwe Doelenstraat 2 - 8 in Amsterdam.

1. Opening

2. Appointment of three members of the Managing Board
In accordance with Article 14.2 of the Articles of Association of the Company, the joint meeting of the Supervisory Board and the Managing Board has made up binding nominations for certain vacancies, consisting of the following persons:
a. 1st vacancy:
- Mr. J.A. Palmer;
- Ms. S. Streicher;
b. 2nd vacancy:
- Mr. R. Hansen;
- Ms. R. Hochwald;
c. 3rd vacancy:
- Mr. B.C.F. Stael von Holstein;
- Mr. U. Goethert.

3. Appointment of one member of the Supervisory Board
In accordance with article 21.1 of the Articles of Association of the Company, the joint meeting of the Supervisory Board and the Managing Board has made up a binding nomination consisting of the following persons:
- Mr. J. Duske;
- Mr. A. Stoldt.

4. Discharge members Supervisory Board
To grant discharge to each of:
- Mr. J.A. Palmer;
- Mr. G. Chen;
- Mr. A.A. den Heijer;

for their services as members of the Supervisory Board.

5. Amendment of the Articles of Association of the Company
The amendment of the Articles of Association is on the proposal of the Supervisory Board in accordance with Article 42.2 of the Articles of Association.
The proposal is to amend Article 3.1.as follows:
1. “The authorized capital of the company amounts to five million (5,000,000) Euro, divided into four hundred million (400,000,000) ordinary shares of one Eurocent (0,01Euro) each and one hundred million (100,000,000) preference shares of one Eurocent (0,01Euro) each.”

(see Appendix 2)

6. The authorization of each member of the Managing Board of the Company, as well as each lawyer of the law firm Houthoff Buruma, each of them individually, to apply for the Ministerial Certificate of No Objection, to amend the draft of the Deed of Amendment as mentioned under 5 in such way as may prove necessary in order to obtain said Certificate and to sign the Deed of Amendment of the Articles of Association;

7. Close


Enclosures: Appendix 1
Appendix 2





Appendix 1 to the Agenda

EXPLANATORY NOTES TO THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF LETSBUYIT.COM N.V.


Ad 2:
In accordance with article 14.2 of the Articles of Association, 3 members of the Managing Board will be appointed on the basis of a binding nomination made up by the joint meeting of the Managing Board and the Supervisory Board. The relevant personal data of all candidates is stated below:

1st vacancy:
* Name: John Palmer
Age: 40
Profession: CEO and Founder
Shares held in the company: 1,371,429
* Name: Susanne Streicher
Age: 25
Profession: Back office manager
Shares held in the company: None
2nd vacancy
* Name: Rolf Hansen
Age: 35
Profession: Chief Planning Officer
Shares held in the company: 152,500
* Name: Romy Hochwald
Age: 33
Profession: In-house legal counsel
Shares held in the company: 0
3rd vacancy
* Name: Fredrik Stäel von Holstein
Age: 33
Profession: COO/Expansion Director
Shares held in the company: 357,000
* Name: Uwe Goethert
Age: 33
Profession: European Manager Services
Shares held in the company: ca. 5,000

Ad 3:
In accordance with article 21.1 of the Articles of Association, 1 member of the Supervisory Board will be appointed, on the basis of a binding nomination made up by the joint meeting of the Managing Board and the Supervisory Board. Personal data in accordance with article 142 paragraph 3 of Book 2 of the Dutch Civil Code of all candidates is stated below:
* Name: Jörg Duske
Profession: Manager
Shares held in the company: 0
Positions/professions of importance with regard to this appointment
to the extent relevant: Managing Director of SSIV Verwaltungs GmbH
* Name: Arne Stoldt
Profession: Deputy Manager Germany
Shares held in the company: 45,000
Positions/professions of importance with regard to this appointment
to the extent relevant: None

Ad 5:
In connection with a reorganization of the capital structure of Letsbuyit.com N.V., a substantial number of new common shares will need to be issued. The current authorized capital does not allow for such an issuance and will consequently need to be increased for this issuance of shares. The Managing Board is authorized to issue new shares and to preclude the pre-emption rights of shareholders.




Appendix 2 to Agenda


AMENDMENT OF THE ARTICLES OF ASSOCIATION.
Draft dated 12 March 2001


On **
two thousand one, appeared before me,
Martine Bijkerk, civil law notary in Amsterdam:
**


The person appearing declared:
- that the most recent amendment of the articles of association of the company limited by shares (naamloze vennootschap): Letsbuyit.com N.V. with registered office in Amsterdam has been executed on the tenth day of July two thousand before a substitute of M. Olffen, civil law notary in Amsterdam on the draft of which deed the ministerial declaration of no-objection has been granted on the twenty-sixth day of May two thousand under number N.V. 1.088.928;
- that the general meeting of shareholders of said company has resolved to amend the Articles of Association;
- furthermehr it is resolved to authorize the person appearing to sign the deed of amendment of the Articles of Association;
- evidence of said resolutions is by means of the minutes of the general meeting of shareholders of the company to be attached to this instrument.
In order to carry out said resolutions the person appearing subsequently declared to amend the Articles of Association as follows:

Article 3 paragraph 1 will read as follows:
The authorised capital of the company amounts to five million Euro
(EUR 5,000,000.-), divided into four hundred million (400,000,000) ordinary shares of one eurocent (EUR 0.01) each and one hundred million (100,000,000) preference shares of one eurocent (EUR 0.01) each.

FINAL STATEMENTS.
Finally the person appearing declared:
- as of today the issued capital **
Euro, divided in ** [to be completed]
- according to a ministerial order which is to be attached to this instrument, the ministerial declaration of no-objection has been granted on the **
under number N.V. 1.088.928.
I, civil-law notary, know the person appearing before me and have established from the above-mentioned document submitted for this purpose the identity of the person appearing before me in connection with this deed.

THIS DEED,
is executed in Amsterdam on the date stated at the head of the deed.
After the substance of this deed, and thereupon an explanation, had been communicated to the person appearing before me, he declared that he had taken cognizance of its contents and was in agreement therewith.
The person appearing before me and I, civil law notary, subsequently signed the deed after its limited reading, according to law.

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