AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 169)

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Shareholder Structure of the Guarantor

The sole shareholder of the Guarantor is 3W Power Holdings B.V., The Netherlands.

Corporate Bodies and Management of the Guarantor

Board of Directors

Number of Directors

The articles of association of the Guarantor stipulate that the Board of Directors will consist of at least

one member and that the actual number of members is to be determined by the Guarantor’s general meet-

ing of shareholders. Currently, the Guarantor's Board of Directors comprises two members.

Share Qualification

A member of the Board of Directors is not required to hold any shares in the Guarantor.

Power and Duties of the members of the Board of Directors

The Board of Directors is vested with the broadest power to take any action necessary or useful to fulfil

the Guarantor's corporate objective with the exception of the actions reserved by law or by the articles of

association to the Guarantor’s general meeting of shareholders.

Each of the members of the Board of Directors is solely authorised to validly represent the Guarantor

towards third parties.

The Guarantor’s general meeting of shareholders may subject certain resolutions of the Board of Direc-

tors to their prior approval. The general meeting of shareholders will have to have notified the Board of

Directors as to what resolutions those are.

Term of the members of the Board of Directors

The members of the Board of Directors are elected by the general meeting of the shareholders which de-

termines their remuneration and term of office.

Any member of the Board of Directors may be dismissed at any time, without notice and without the

Guarantor’s general meeting of shareholders being obligated to motivate their resolution.

Meetings of the Board of Directors

Meetings can be held by conference call or video conference which allow such member's communication

and which allow all the persons taking part in the meeting to hear one another on a continuous basis and

to participate effectively in the meeting, provided that none of the members of the Board of Directors

objects to this manner of meeting. Resolutions are adopted by the approval of the simple majority of the

members present or represented at a meeting of the Board of Directors. Resolutions of the Board of Di-

rectors can also be unanimously passed in writing which shall have the same effect as resolutions passed

at a meeting of the Board of Directors duly convened and held, provided that none of the Directors ob-

jects to this manner of decision making.

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