|
|
|
|
Document Preview Articles of Association |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Articles of Association |
|||
|
Entities: |
||||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 5KB of 18KB total |
|||
|
Price: |
$40 |
|||
|
ID: |
#1598612 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
Jones Lang LaSalle Finance B.V.
Articles of Association
(English Translation of Dutch Original(1))
ARTICLE 1. NAME AND SEAT.
1. The name of the company is:
JONES LANG LASALLE FINANCE B.V.
2. The official seat of the company is in Amsterdam.
ARTICLE 2. OBJECTS.
The objects of the company are:
a. to borrow, to lend and to raise funds, including the issue of
bonds, promissory notes or other securities or evidence of
indebtedness as well as to enter into agreements in connection
with the aforementioned;
b. to finance businesses and companies, including-- without
limitations-- the rendering of loans, the holding of shares or
other kinds of interests, as well as the performance of other
investments;
c. to supply advice and to render services to enterprises and
companies with which the company forms a group and to third
parties;
d. to render guarantees, to bind the company and to pledge its
assets for obligations of the companies and enterprises with
which it forms a group and on behalf of third parties;
e. to incorporate, to participate in any way whatsoever, to
manage, and to supervise, businesses and companies; as well as
everything relating to the foregoing or conducive thereto, all
in the widest sense of the word.
----------
1 In this translation an attempt has been made to be as literal as
possible without jeopardizing the overall continuity. Inevitably,
differences may occur in translation, and if so, the Dutch text will
by law govern.
ARTICLE 3. AUTHORIZED CAPITAL.
1. The authorized capital amounts to five hundred thousand euro (EUR
500,000.--).
2. The authorized capital is divided into five hundred thousand (500,00)
shares of one euro (EUR 1.--) each.
3. All shares are to be registered shares. No share certificates shall
be issued.
ARTICLE 4. REGISTER OF SHAREHOLDERS.
1. The management board shall keep a register in which the names and
addresses of all shareholders are recorded, showing the date on which
they acquired the shares, the date of the acknowledgment or
notification. and the amount paid on each share.
2. Article 194, Book 2 of the Civil Code applies to the register.
ARTICLE 5. ISSUANCE OF SHARES. NOTARIAL DEED.
1. The issuance of shares shall be effected pursuant to a resolution of
the general meeting of shareholders-- hereinafter referred to as: the
general meeting.
2. The issuance of a share shall furthermore require a deed drawn up for
that purpose in the presence of a civil law notary registered in the
Netherlands to which those involved are party.
3. Upon issuance of shares, each shareholder shall have a right of
preemption in proportion to the aggregate nominal amount of his
shares, subject to the limitations set by law.
4. Shareholders shall have a similar right of preemption if options are
granted to subscribe for shares.
5. Prior to each single issuance the right of preemption may be limited
or excluded by the general meeting.
6. The full nominal amount of each share must be paid in on issuance.
However, it may be stipulated that a part of the nominal amount not
exceeding three fourths thereof need not be paid until it is called
in by the company.
ARTICLE 6. OWN SHARES.
1. The company may, subject to the relevant provisions of the law,
acquire fully paid in shares in its capital or depository receipts
thereof up to the maximum permitted by law.
2. The company may give loans with a view to the subscription for or
acquisition of shares in its capital or depository receipts thereof,
but only up to the amount of the distributable reserves.
ARTICLE 7. TRANSFER OF SHARES. SHAREHOLDERS' RIGHTS.
LIFE INTEREST ("VRUCHTGEBRUIK"). PLEDGING ("PANDRECHT"). ISSUANCE
|
End of Preview |
Home Intelligence Services Subscriptions News About Us