CELEX: 31966D0030(01)
Language: en
Date: 1966-07-28 00:00:00
Title: 66/30/Euratom: Council Decision of 28 July 1966 on the establishment of the 'Kernkraftwerk Obrigheim GmbH Joint Undertaking

Official Journal of the European Communities                                     169
9.8.66                      OFFICIAL JOURNAL OF THE EUROPEAN COMMUNITIES                                     .2681/66
                                              COUNCIL DECISION
                                                   of 28 July 1966
                 on the establishment of the 'Kernkraftwerk Obrigheim GmbH' Joint Undertaking
                                                  (66/30/Euratom) -
THE    COUNCIL       OF  THE    EUROPEAN      ATOMIC          Whereas, notwithstanding the economic risks at pre­
ENERGY COMMUNITY,                                             sent inherent in such an undertaking, it is important
                                                              that there should be established from now onwards
Having regard to the Treaty establishing the Euro­            large nuclear power stations incorporating all the
pean Atomic Energy Community, and in particular               progress achieved hitherto;
Articles 1 and 49 thereof;
                                                              Whereas the project put forward by Kernkraftwerk
                                                              Obrigheim GmbH is therefore, at the present stage of
Having regard to the Opinion of the Commission ;              the application of nuclear techniques to production
                                                              of energy, of prime importance to the development of
Having regard to the proposal from the Commission ;           the nuclear industry in the Community;
Having regard to the report from the Commission ;
                                                              HAS ADOPTED THIS DECISION :
Whereas the objects of Kernkraftwerk Obrigheim
GmbH are to construct, equip and operate a nuclear
power station with a capacity of the order of 280                                    Article 1
MWe at Obrigheim/Neckar, Landkreis Mosbach, Re­
gierungsbezirk Nordbaden, Land of Baden-                      Kernkraftwerk Obrigheim GmbH is hereby established
Württemberg, Federal Republic of Germany;                     as a Joint Undertaking within the meaning of the
                                                              Treaty for a period of twenty-five years from the date
                                                              of entry into force of this Decision.
Whereas Kernkraftwerk Obrigheim GmbH has for
this purpose applied for establishment as a Joint             The objects of Kernkraftwerk Obrigheim GmbH
Undertaking;
                                                              shall be to construct, equip and operate a nuclear
                                                              power station with a capacity of the order of 280
Whereas the Statutes of Kernkraftwerk Obrigheim               MWe      at  Obrigheim/Neckar,      Land   of   Baden-
GmbH are compatible with the provisions of the                Württemberg, Federal Republic of Germany.
Treaty which relate to Joint Undertakings, and
whereas Article 16 in particular of those Statutes pro­
vides that, if Kernkraftwerk Obrigheim GmbH is es­                                    Article 2
tablished as a Joint Undertaking, it will be governed
by the provisions of the Treaty, by acts adopted in
implementation thereof and in particular by this              The Statutes of Kernkraftwerk Obrigheim GmbH an­
Decision ;                                                    nexed to this Decision are approved. The dissolution
                                                              provided for in Article 14 of these Statutes, and the
                                                              transfer of any share of the capital or any fraction of
Whereas it is the task of the Community to con­               a share to a non-member shall, however, be effected
tribute to the raising of the standard of living in the       only after approval by the Council, acting on a pro­
Member States and to the development of relations             posal from the Commission, in accordance with
with the other countries by creating the conditions           Article 47 of the Treaty. This approval clause shall
necessary for the speedy establishment and growth of          be incorporated in the Statutes of the Joint Under­
nuclear industries ;                                           taking.
 ---pagebreak--- 170                                   Official Journal of the European Communities
                            Article 3                                                        Article 4
If the advantages conferred upon Kernkraftwerk                    This Decision shall be published in the Official
Obrigheim GmbH by special Decision of the Council,                Journal of the European Communities. It shall enter
pursuant to Article 48 of the Treaty, are completely              into force on the date of its publication.
withdrawn before the expiry of the period referred to
in Article 1, the Council shall at the same time with­
draw the status of Joint Undertaking from Kernkraft­              Done at Brussels, 28 July 1966.
werk Obrigheim GmbH by a Decision which shall
be published.                                                                                                For the Council
                                                                                                              The President
                                                                                                           S. A. POSTHUMUS
                                                           ANNEX
                                                          STATUTES
                                          of Kernkraftwerk Obrigheim GmbH ('KWO')
                            Article 1                             ( n) Elektrizitätswerk Vaihingen/Enz A. Hessenthaler & Co .,
                                                                        Vaihingen/Enz ;
                          Name and seat                           established a company with limited liability, the name of
                                                                  which was :
The following electricity supply undertakings :                                Kernkraftwerk Baden-Württemberg
 (a) Energie-Versorgung Schwaben Aktiengesellschaft, Stutt­              Planungsgesellschaft mit beschränkter Haftung
      gart ;
                                                                  The objects of the company were to commission design
 (b) Badenwerk Aktiengesellschaft, Karlsruhe ;                    studies for a nuclear power station, to process and evaluate
 (c) Technische Werke der Stadt * Stuttgart Aktiengesell­         such studies and to locate and acquire a suitable site for such
      schaft, Stuttgart ;                                         a power station .
 (d) Neckarwerke Elektrizitätsversorgungs-Aktiengesell­           The company shall continue its activities under the name of :
      schaft, Esslingen/Neckar ;                                                     Kernkraftwerk Obrigheim
 (e) Stadt Karlsruhe, Stadtwerke, Karlsruhe ;                                 Gesellschaft mit beschränkter Haftung
  (f) Kraftübertragungswerke      Rheinfelden,  Rheinfelden/      The seat of the company is at Obrigheim am Neckar.
      Baden ;
 (g) Stadt Ulm/Donau, Stadtwerke, Ulm/Donau ;
                                                                                             Article 2
 (h) Württembergisches Portland-Cement-Werk zu Lauffen
      am Neckar, Heilbronn/Neckar ;                                                   Objects of the company
  (i) Stadt Heidenheim/Brenz, Stadtwerke, Heidenheim/             The objects of the company are to construct and operate a
      Brenz ;                                                     nuclear power station at Obrigheim, to perform the activi­
                                                                  ties entailed thereby and to supply the members with elec­
 (k) Alb Elektrizitätswerk Geislingen/Steige, eingetragene        tricity generated by the power station.
      Genossenschaft mit beschränkter Haftpflicht, Geislin­
      gen/Steige ;
                                                                                             Article 3
  (1) C. Klinglers Erben Elektrizitätswerk Nagold, Nagold ;
                                                                                      Capital and subscriptions
(m) Elektrizitätswerk Braunsbach, eingetragene Genossen­
      schaft mit unbeschränkter Haftpflicht, Obersteinach,        The capital of the company is DM 25 000 000 (twenty-five
  , Kreis Schwåbisch-Hall ;                                       million German marks).
 ---pagebreak---                                         Official Journal of the European Communities                                          171
                The subscriptions shall be as follows :
                                                                       Share of capital   Share of capital
                                                                                           subscribed on         Total
                                                                        subscribed on
                                          Members                                           increase of
                                                                        formation of
                                                                                             capital on
                                                                           company             24.2.65            DM
                  (a) Energie-Versorgung Schwaben AG                       . 420 000         8 330 000         8 750 000
                 ( b) Badenwerk AG                                           420 000         6 580 000       ■ 7 000 000
                  (c) Techn. Werke der Stadt Stuttgart AG                    210 000         3 200 000         3 500 000
                 (d) Neckarwerke Elektrizitätsversorgungs-AG                 150 000    .    2 350 000         2 500 000
                  (e) Stadt Karlsruhe, Stadtwerke                             75 000         1 175 000         1 250 000
                   (f) Kraftübertragungswerke Rheinfelden                    150 000            600 000          750 000
                  (g) Stadt Ulm/Donau, Stadtwerke                             33 000           517 000           55 0 000
                 (h) Württ. Portland-Cement-Werk                              25 000           400 000           425 000
                   (i) Stadt Heidenheim/Brenz , Stadtwerke                     6 000             94 000          100 000
                 (k) Alb Elektrizitätswerk Geislingen/Steige GmbH              6 000             69 000           75 000
                   (1) C. Klinglers Erben Elektrizitätswerk Nagold             3 000             47 000           50 000
                (m) Elektrizitätswerk Braunsbach eGmbH                         1 000             24 000           25 000
                 (n) Elektrizitätswerk Vaihingen/Enz·
                       A. Hessenthaler & Co .                                  1 000             24 000           25 000
                                                                          1 500 000        23 500 000         25 000 000
                              Article 4                                                              Article 5
                                                                              Supply of electricity and covering of costs
               Transfer of shares of the capital
                                                                   1 . The company undertakes to make available to the
1.    Until the risk-sharing contract with the Federal Re­         members, in proportion to the shares of the capital held by
public of Germany ('Bundesvertrag') expires, the transfer of       them, the electricity capacity and output that it is capable of
any share of the capital or any fraction of a share shall be       producing.
subject to approval by the Federal Republic of Germany.
                                                                   The members undertake to purchase such electricity .
2.    The transfer of any share of the capital or any fraction
of a share to a non-member shall be subject to authorisation       2.     As long as the Bundesvertrag remains in force, mem­
by the general meeting of the members, without preju­              bers shall pay for their share of such electricity in accord­
dice to the provisions of Article 17 of the law relating to        ance with the provisions of the Bundesvertrag ; after the
companies with limited liability (GmbH-Gesetz). The trans­         expiry of the Bundesvertrag, members shall bear the actual
fer of any share of capital or of any fraction of a share to a     annual costs, except for payment of interest on the com­
member shall be notified in advance to the general meeting.        pany's own capital in proportion to their holdings in the
                                                                   capital of the company.
3. Before any transfer of any share of the capital to a non­
member, the member transferring it shall offer it without                                           Article 5a
discrimination to the other members at its nominal value
plus a percentage preportionate to the reserves and minus                      Obligations of members pursuant to the
a percentage proportionate to any losses. The other mem­                                        'Bundesvertrag'
bers shall have the option of acquiring that share in order of
priority according to the amount of their holdings, prefer­        1 . Members shall be under an obligation to the company
ence being given to the member with the largest holding.           to carry out in full the provisions of the Bundesvertrag con­
 ---pagebreak--- 172                                     Official Journal of the European Communities
eluded between the Federal Republic of Germany of the one                                    Article 8
part and all the members of the other part.
                                                                                           Management
2. If a member wrongfully acts in breach of a basic obli­
gation under the Bundesvertrag (paragraph 17 ( 12)) or if         The managers shall conduct the business of the company in
through an act or omission on his part the objectives of the      accordance with the provisions of the law, the Statutes and
Bundesvertrag are frustated (paragraph 17 (3)), he shall          the rules of procedure adopted by the general meeting.
make good the damage thereby caused to the company and
to the individual members. In addition, he may be expelled
from the company by resolution of the general meeting of
the members .                                                                                Article 9
3 . Any member so expelled shall, in respect of his share                         Powers of the general meeting
of the capital, be entitled to compensation, the amount and
due date of payment of which shall be determined in accord­       Apart from cases provided for by law and by the Statutes,
ance with Article 13 (3). The other members shall be en­          the general meeting shall resolve upon the following acts
titled to acquire the share of the expelled member, according     of the managers, which may not be performed without its
to the order of priority laid down in Article 4 (3), against      approval :
payment of the compensation laid down . If none of the
members is willing to take over this share, it shall be can­      1 . conclusion of transactions relating to amounts exceeding
celled.                                                               DM 100 000 ;
                                                                  2. decisions concerning scales of salaries and wages ;
4. If the rights acquired by a member through his first
subscription are affected by the preceding provisions, the        3 . other important tasks of the company ;
member shall accept the consequences thereof in accord­
ance with Article 34 (2) of the law relating to companies         4. co-operation with domestic and foreign undertakings or
with limited liability (Article 34 (2), GmbH-Gesetz) .                with domestic or foreign public bodies, where funda­
                                                                      mental problems connected with the objects of the
                                                                      company are concerned .
5.     If the general meeting resolves by a three-quarters'
majority to terminate the Bundesvertrag, the members shall
be under an obligation to the company and the other mem­          The general meeting shall lay down the rules of procedure
bers to make the joint declaration provided for in para­          for the managers and the standing committee (Article 11 )
                                                                  and shall elect the auditor.    .
graph 16 of the Bundesvertrag in the event of termination .
                                                                                             Article 10
                            Article 6
                                                                                          General meeting
            Administrative organs of the company                  1 . The general meeting shall be held during the first six
                                                                  months of each financial year for the purpose of passing a
The Company shall have three administrative organs :              resolution in respect of the balance sheet for the preceding
                                                                  financial year.
1 . the managers ;
                                                                  2. General meetings shall also be held whenever the
2. the general meeting ;                                          members or the standing committee consider it necessary
                                                                  or upon requisition in writing, setting out the reasons for
3 . the standing committee.                                       and the purpose of convening the meeting, by members
                                                                  whose shares of the capital together represent not less than
                                                                  10% of the capital .
                            Article 7
                                                                  3 . General meetings shall be convened by the managers
                                                                  by registered letter, stating the agenda, two weeks in ad­
                                                                  vance. Any member may within four days propose any
                            Managers                              other items which he wishes to be placed on the agenda for
                                                                  consideration by the general meeting.
1.     The company shall have either one or two managers
who shall be appointed by the general meeting. Their ap­          4. At general meetings each DM 1000 of a share of the
pointments shall be for a period not exceeding five years         capital shall carry the right to one vote.
and shall be renewable.
                                                                  5. A general meeting shall be validly held only if not less
2. The company shall be represented at law by two man­            than half the members specified in Article 1 (a) to (f) are
agers or by one manager and a person having power of              present and if the members present represent not less than
attorney, ' acting jointly.                                       half the votes.
 ---pagebreak---                                          Official Journal of the European Communities                                        173
If the quorum is not reached, a further general meeting shall      3.     In the performance of its duties the standing commit­
be convened for a date falling in the third week following,        tee shall comply with the rules of procedure laid down by
with the same agenda. That meeting may pass valid reso­            the general meeting.
lutions irrespective of the number of members present and of
the votes represented if this has been stated in the notice        4. Resolutions of the standing committee shall be valid
calling the meeting.                                               only if at least half its members are present and if the mem­
                                                                   bers present represent not less than half the capital. Fur­
Resolutions of a general meeting shall be passed by a simple       thermore, Article 10 (5) shall apply by analogy.
majority of the votes cast, save in cases where the law
requires a higher majority.                                        Resolutions of the standing committee shall be passed by
                                                                   a simple majority of the votes cast. The voting rights of
                                                                   members of the committee shall be determined by reference
6. The Chairman of the standing committee shall preside            to the shares of the capital held by the members of the
at general meetings, or if he is prevented from attending his      campany whom they represent. Resolutions may, at the
alternate shall preside. If the latter is prevented from attend­   direction of the Chairman, be passed in writing or by tele­
ing, the meeting shall, under the chairmanship of the oldest       gram, provided that no immediate objection is raised by
attending representative of the members present, elect a           any member of the committee.
 Chairman for the occasion .
                                                                   5.      Full members of the committee and alternates shall
The Chairman shall determine the method of voting.                 be entitled to an attendance fee, the amount of which shall
                                                                   be determined by the general meeting.
7. Members may have themselves represented by man­
agement executives of their undertakings holding a proxy in                                    Article 12
writing. They may also be validly represented by another
member or by a person holding a proxy from that member.
                                                                                             Financial year
8.    Proceedings of general meetings shall be recorded in
minutes, which shall be signed by the Chairman and the             The financial year of the company shall be the calendar year.
Secretary. The Secretary shall be appointed by the managers,
in agreement with the Chairman.
                                                                                               Article 13
                            Article 11                             Duration of the company and withdrawal from partici­
                                                                                                pation
                   The standing committee
                                                                   1.      The company is formed for an indefinite period.
1 . The general meeting shall appoint a standing commit­
tee to supervise the conduct of the business of the company ;      2. On the expiry of the Bundesvertrag, any member may
the minutes shall not be subject to the provisions of              at the end of the financial year withdraw from partici­
company law relating to supervisory boards.That committee          pation subject to two years' notice. Withdrawal shall be per­
shall have power to appoint and dismiss persons having             missible only if the member wishing to withdraw has offered
power of attorney or proxy, to engage and dismiss staff whose      his share of the capital to the other members under the con­
 monthly salary exceeds DM 2500 and to grant monthly               ditions laid down in Article 4 (3) and if, within one year
salaries exceeding DM 2500. The general meeting may                from the time when the offer was made, none of the other
delegate to the Committee all or some of the powers of             members is willing to take over that share and if the other
decision conferred on it by Article 9, items ( 1 ) to (4).         members cannot reasonably be required to assume the
                                                                   obligation to purchase electricity incumbent on the member
                                                                   who wishes to withdraw. Where that requirement would be
Any member of the company whose share of the capital               unreasonable, withdrawal shall still be permissible if the
amounts to not less than 3% of the capital of the company          member concerned places his share of the capital at the
shall be represented by a full member on the standing com­         disposal of the other members free of payment.
mittee. Without prejudice to this provision, the members of
the company specified in Article 1 (g) to (n) shall collec­
tively be represented by one member on the standing com­           3.     The share of the capital of a member who has ceased
mittee. A member of the company may appoint an alter­              to participate shall be withdrawn.
nate to replace a full member on the standing committee.
                                                                   Save in the case covered by the last sentence of paragraph 2,
Appointment or dismissal of full members of the standing           a member who has withdrawn from participation shall
committee or of alternates shall be notified in writing to the     receive as compensation an amount equal to the current
                                                                   value of his share of the capital but not greater than the
mapagement.
                                                                   nominal value thereof plus a proportionate share of the
                                                                   reserves. In the determining of the current value of the
2. The only persons who may sit on the standing com­               share, account shall be taken not only of the current value
mittee as full members or alternates shall be persons              of the assets but also of the obligation to purchase the
holding executive managerial positions in the • member             electricity produced and of the incidence of the annual
undertakings.                                                      costs .
 ---pagebreak--- 174                                    Official Journal of the European Communities
The date for payment of the compensation shall be deter­         the Euratom Treaty which relate to Joint Undertakings and
mined in such a way that it does not have the effect of im­      also to the Decisions of the Council of Ministers of the
pairing the liquidity of the company or of entailing an in­      European Atomic Energy Community establishing it as a
crease in the price of electricity supply by the company.        Joint Undertaking and conferring on it any of the advan­
                                                                 tages listed in Annex III to the Euratom Treaty. In particu­
                                                                 lar :
                           Article 14
                                                                 (a) amendments to these Statutes shall not enter into force
                                                                       until they have been approved by • the Council of
                 Dissolution of the company                            Ministers, pursuant to Article 50 of the Treaty ;
                                                                  (b) in accordance with Article 171 (3) of the Euratom
1-. The company may be dissolved by resolution of the                  Treaty, the company's profit and loss accounts and
general meeting but not before 31 December 1985.                       balance sheets relating to each preceding financial year
As long as commitments exceed 20% of the capital, a three­             shall, within one month after their approval by the
quarters' majority shall be required for dissolution.                  general meeting, be sent by the management to the
                                                                       Commission of Euratom, which shall place them before
                                                                       the Council of Ministers and the European Parliament.
2. If the company is dissolved by resolution of the general            The estimates of revenue and expenditure shall be sub­
meeting, the members who voted against dissolution shall ,             mitted in accordance with the same procedure one
in the course of the winding up, be offered the opportunity       (    month at the latest before the beginning of each finan­
of acquiring the installations of the company. The proceeds            cial year.
of the winding up shall not, through the exercise of such
right of acquisition, be less than would result from a sale
on the open market.                                              2. Subject to the foregoing provisions, the company shall
                                                                 continue to be governed by German law, and in particular
                                                                 by the law of 20 April 1892 relating to companies with
                                                                 limited liability ( GmbH Gesetz).
                           Article 15
                          Legal notices                                                      Article 17
All legal notices shall be published in the Bundesanzeiger.
                                                                                           Final provisions
                                                                 1 . If any of the provisions of the Statutes contravenes
                           Article 16
                                                                 any statutory provisions, the members shall agree that the
                                                                 other provisions of the Statutes will remain in force never­
                      Joint Undertakings                         theless and that the invalid terms will be replaced by other
                                                                 terms, if possible having equivalent effect.
1 . If the company is established as a Joint Undertaking
within the meaning of the Treaty establishing the European       2.      Any differences of opinion concerning the content and
Atomic Energy Community, it shall, for the whole of the          effect of the Statutes shall as far as possible be settled ami­
period of its activity as such, be subject to the provisions of  cably. The court with jurisdiction shall be that of Stuttgart.