ADDITIONAL AGREEMENT No. 1
to the Company Agreement and Statute of
UNIMEDIA COMPANY LTD.
Authenticated with no. ______ from 22.09.1995
Company Registered on RRC with no. J 40/ 1592/ 1995
This Additional Agreement is made this 09.25-th day of 1996 between :
MEDIA PRO LTD. - a limited liability Company duly organized and existing
under the laws of Romania, having his registered offices at 135 Xxxxx
Xxxxxxxxx, xxxxx 0, xxxxxx 0, Xxxxxxxxx, registered with the Register of
Commerce of Bucharest under no. J 40/4996/1991, duly represented by Xx.
Xxxxxx Xxxxx - Manager Director;
XXXXXXX XXXXXX-XXXXXX - Romanian citizen, residing at Justinian Street xx.
00, xxxxxx 0, Xxxxxxxxx, represented through legal mandate by Xxxxx
Xxxxxxxxx;
XXXXXXXXXX XXXXXXX-XXXXX - Romanian citizen, living at 1 MAI Xx. Xx.00,
Xx. 00, Xx. B, Ap. 60, Xxxxxx 0, Xxxxxxxxx, represented through legal
mandate by Xxxxx Xxxxxxxxx;
having the legal capacity of "assigning associates"
and
CME MEDIA ENTERPRISES BV - a limited liability Company duly organized and
existing under the laws of Holland, having his registered offices at 29
Leidseplein, Amsterdam, Holland, duly represented by Xx. Xxxx Xxxxxx -
Legal Mandate;
ADRIAN SARBU - Romanian citizen, residing at Turgheniev Xxxxxx Xx.0-0,
xxxxxx 0, Xxxxxxxxx;
having the legal capacity of "assignees"
whereas, they concluded the present Aditional Agreement to the Company Agreement
and Statute of UNIMEDIA COMPANY LTD., according to the decision of the General
Assembly of the associates dated 09. 25-th. of 1996, as follows :
I. The cession of the Social Parts owned by the Assigning Associates MEDIA PRO
LTD, Xxxxxxx Xxxxxx Marius and Xxxxxxxxxx Xxxxxxx to Assignees CME MEDIA
ENTREPRISES BV LTD and Xxxxxx Xxxxx, according to conveyance Agreement
authenticated with no. 192 from 25.09.1996 by Vladica Xxxxx Xxxxxxxx, Public
Notary.
II. Increasing of the Company's Social Capital with the amount of 33.900.000
lei, representing cash contribution, from which is 10.000 USD, equivalent to
32.205.000 lei (3220,5 lei/USD) paid by the new associate - CME MEDIA
ENTERPRISES BV LTD and 1.695.000 lei, cash contribution paid by the new
associate - Xxxxxx Xxxxx.
The incease is made by paying 6.780 social parts, each consisting of 5.000
lei numbered from 21 to 6.800, inclusively.
III. According to the Increase of the Social Capital Art. 5 of the Company
Agreement and Art. 7 of the Statute will be amended as follows :
"The Social Capital and accounting documents of the Company are registered in
lei.
The Social Capital is 34.000.000 lei cash.
The Social Capital consists of 6.800 equal Social Parts, each one valued at
5.000 lei.
The Social Parts are numbered from 1 to 6.800, inclusively, divided between the
Associates as follows:
CME MEDIA ENTERPRISES BV LTD - 32.300.000 lei, cash, equivalent to 10.030 USD
(3.220,5 lei/USD), whichown 6.400 Social Parts, numbered from 1 to 19 and from
21 to 6.461, inclusively, representing 95% of the Social Capital value, paid in
USD.
XXXXX XXXXXX - 1.700.000 lei, cash, who owns 340 Social Parts, respectively, one
social part numbered 20 and Social Parts numbered from 6.462 to 6.800,
inclusively, representing 5% of the Social Capital value, paid in lei.
The Social Capital will be paid as of the date of registration of this Agreement
at the Romanian Register of Commerce.
The present Additional Agreement is included in the Company Agreement and the
Statute and is executed and signed in 6 copies before - Vladica Xxxxx Xxxxxxxx -
Public Notary, this authentication day :
On behalf of On behalf of
SC MEDIA PRO SRL CME MEDIA ENTREPRISES BV
XXXXXX XXXXX XXXX XXXXXX
In behalf of
Xxxxxxx Xxxxxx Marius Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxxx
Xxxxx Xxxxxxxxx
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