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United Pan-Europe - ARTICLES OF ASSOCIATION OF TELEKABEL WIEN
Articles of Association
Article 1
Corporate name, corporate seat
1. The corporate name of the company shall read:
Telekabel Wien Gesellschaft m.b.H.
2. The company shall have its seat in Vienna, Austria.
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Article 2
Corporate objects
1. The corporate objects shall be
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a) to establish, operate, maintain and interconnect electronic
communications systems (telecommunication systems); this includes the
broad band distribution of TV and radio programs and of similar
signals, as well as the distribution of all kinds of presentations in
sound and picture, in particular along or with the aid of a conductor,
as well as the installation and operation of technical systems serving
these objects;
--------------------------------------------------- b) to trade in as well as to rent out, negotiate contracts for, install
and maintain all the equipment and appliances, including their
accessories and components, required
therefor;
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c) to participate in companies having similar objects, as well as to take
over and carry out business management activities.
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(2) The company shall be entitled to carry out all business transactions and to take all measures which seem to be necessary or useful to achieve the corporate objects.
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Article 3
Stated share capital
The stated share capital of the company shall amount to ATS 337,300,000.00 (three hundred and thirty-seven million three hundred thousand Austrian schillings) and has been fully paid up in cash.
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Article 4
Duration of the company
1. The company shall be established for an indefinite period of time. The
fiscal year shall be the calendar year.
2. Each shareholder may terminate the company subject to two-year's notice
as of the 31st (thirty-first) day of December 2022 (two thousand and
twenty-two) by registered mail sent to all other shareholders.
Subsequently, the company shall be prolonged for periods of 15 years
each if it is not terminated subject to the same notice period.
------- 3. Termination of the company at an earlier date is possible only for an
important reason; the notice period shall be like that set forth above.
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4. Termination shall entail the winding up of the company. However, the
remaining shareholders that have not terminated the company are
entitled to continue the company if they take over the corporate share
of the terminating shareholder on a pro rata basis of the share quotas
subscribed to by them, or according to a different
ratio to be determined by mutual agreement; the price payable for the
assignment shall correspond to the value of the corporate share of the
terminating shareholder as fixed by one or several experts to be
nominated by mutual agreement on the assumption of a going concern.
Article 5
Corporate bodies
The corporate bodies of the company are:
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a) the managing directors,
----------------------------------------------- b) the supervisory board,
------------------------------------------------ c) the shareholders' meeting.
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Article 6
Management and representation:
1. The company shall have at least two managing directors. It shall be represented by two managing directors together or by one managing director together with a "Gesamtprokurist"1.
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2. Representation by "Gesamtprokuristen" shall be permissible within the statutory limits.
------------------------------------ 3. The corporate name of the company shall be signed in such a manner that the signatories put their signatures next to the corporate name. "Prokuristen"2 shall sign by adding to their signatures an indication of their status as special agents.
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4. The managing directors shall be bound by the shareholders' resolutions and in exercising their powers they shall be obligated vis-a-vis the company to comply with any and all
/1/ Translator's note: special agent with collective signing authority
/2/ Translator's note: officers with special powers of attorney vested in them
by statutory provisions
restrictions and limitations imposed on them by law, the Articles of Association, the resolutions of the shareholders' meeting, the Rules of Procedure for the managing directors, or the resolutions of the supervisory board adopted within the scope of its powers.
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5. The managing directors shall be obligated to obtain, in due time, the approval of the shareholders' meeting or the supervisory board for any and all transactions or measures for which such approval is required under the law, the Articles of Association, a resolution of the shareholders' meeting or of the supervisory board or under the Rules of Procedure for the managing directors.
Article 7
Supervisory board
1. For the duration of the company, a supervisory board shall be set up. The supervisory board shall consist of not fewer than four and not more than eight members; up to six supervisory board members shall be elected and up to two members shall be delegated as set forth in paragraph two. However, the right to delegate employees' representatives to the supervisory board pursuant to sec. 110 of the (Austrian) "ArbVG" (Labor Relations Act) shall not be affected hereby.
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2. Kabel TV Wien Gesellschaft m.b.H. and its legal successors to the share in Telekabel Wien Gesellschaft m.b.H. are herewith granted the privilege under these Articles to delegate one or two members of the supervisory board. If one, two or three supervisory board members have been elected by shareholders' resolution, Kabel TV Wien Gesellschaft m.b.H. and its legal successors shall be entitled to delegate one supervisory board member. If four, five or six supervisory board members have been elected by shareholders' resolution, Kabel TV Wien Gesellschaft m.b.H. shall be entitled to delegate two supervisory board members.
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3. Every committee of the supervisory board shall include at least one supervisory board member delegated by Kabel TV Wien Gesellschaft m.b.H. who shall be entitled to vote. If a supervisory board committee has more than 4 members, Kabel TV Wien Gesellschaft m.b.H. or its legal successors may delegate two supervisory board members who shall be entitled to vote.
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Article 8
Shareholders' meetings, shareholders' resolutions
1. Shareholders' meetings shall be called at least once a year and - besides the cases expressly provided for by law or these Articles of Association - whenever the interests of the company so require.
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2. The shareholders' meetings shall be chaired by the chairman of the supervisory board or by a deputy. If the deputy is also absent, the shareholders present may appoint a chairman for that specific meeting.
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3. Shareholders' meetings shall be called by the supervisory board, by the chairman of the supervisory board or, in case he is prevented, by a deputy or by the managing directors, or by a shareholder whose share quotas equal at least one-tenth of the stated share capital, or by the shareholder Kabel-TV-Wien Gesellschaft m.b.H.
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4. Notice of the meeting shall be sent by registered mail to each shareholder at the address most recently communicated to the company, subject to the statutory notice period. No notice of meeting needs to be given if all shareholders are present or represented. This formal requirement shall also apply in case the company is transformed into a stock corporation.
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5. Unless a larger majority is provided for by mandatory law, shareholders' resolutions shall be adopted by a simple
majority of the votes cast. However, resolutions on a change in the corporate objects shall be passed unanimously.
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6. For every ATS 1,000.00 (one thousand Austrian schillings) of a share quota subscribed to, one vote shall be granted, with fractional parts of less than ATS 1,000.00 not being counted. However, each shareholder shall have at least one vote.
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7. The powers and duties of the shareholders' meeting shall include, without limitation:
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a) the audit and approval of the annual financial statements;
b) the adoption of resolutions on the appropriation of the operating
result (balance-sheet profit or loss);
c) the appointment and revocation of managing directors, supervisory
board members and liquidators, if any;
d) the conclusion of employment contracts with managing directors
and with liquidators, if any, as well as th...
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