CELEX: 31964D0064(01)
Language: en
Date: 1964-12-12 00:00:00
Title: 64/64/Euratom: Council Decision of 12 December 1964 on the establishment of the 'Kernkraftwerk Lingen GmbH Joint Undertaking

Official Journal of the European Communities                                   239
 3642/64                      OFFICIAL JOURNAL OF THE EUROPEAN COMMUNITIES                                    24.12.64
                                               COUNCIL DECISION
                                                 of 12 December 1964
                    on the establishment of the 'Kernkraftwerk Lingen GmbH' Joint Undertaking
                                                   (64/64/Euratom)
 THE     COUNCIL     OF   THE    EUROPEAN      ATOMIC         necessary for the speedy establishment and growth of
 ENERGY COMMUNITY,                                            nuclear industries ;
 Having regard to the Treaty establishing the Euro­           Whereas, notwithstanding the economic risks at
 pean Atomic Energy Community, and in particular             present inherent in such an undertaking, it is important
                                                              that there should be established from now onwards
 Articles 1 and 49 thereof;
                                                              large nuclear power stations incorporating all the
                                                              progress achieved hitherto ;
 Having regard to the Opinion of the Commission ;
                                                              Whereas the project put forward by Kernkraftwerk
Having regard to the proposal from the Commission ;           Lingen GmbH is therefore, at the present stage of the
                                                              application of nuclear techniques to production of
                                                              energy, of fundamental importance to the develop­
Having regard to the Report of the Commission ;               ment of the nuclear industry in the Community;
Whereas the objects of Kernkraftwerk Lingen GmbH
are to construct, equip and operate an nuclear power
station with a capacity of the order of 250 MWe at            HAS ADOPTED THIS DECISION :
Darme, Kreis Lingen, Land Lower Saxony, Federal
Republic of Germany ;
                                                                                      Article 1
Whereas Kernkraftwerk Lingen GmbH has for this
purpose applied for establishment for a period of
twenty-five years as a Joint Undertaking ;                   Kernkraftwerk Lingen GmbH is hereby established as
                                                             a Joint Undertaking within the meaning of the Treaty
                                                             for a period of twenty-five years from the date of
Whereas     the Statutes    of Kernkraftwerk Lingen          entry into force of this Decision.
GmbH are compatible with the provisions of the
Treaty which relate to Joint Undertakings, and               The objects of Kernkraftwerk Lingen GmbH shall be
whereas Article 16 in particular of those Statutes pro­      to construct, equip and operate a nuclear power
vides that if Kernkraftwerk Lingen GmbH is estab­            station with fossil fuel superheat and a capacity of the
lished as a Joint Undertaking it will be governed by         order of 250 MWe at Lingen, Land Lower Saxony,
the provisions of the Treaty, by acts adopted in im­         Federal Republic of Germany.
plementation thereof and in particular by this De­
cision;
                                                                                     Article 2
Whereas it is the task of the Community to contrib­
ute to the raising of the standard of living in the
Member States and to the development of relations            The Statutes of Kernkraftwerk Lingen GmbH an­
with the other countries by creating the conditions          nexed to this Decision are hereby approved .
 ---pagebreak--- 240                                  Official Journal of the European Communities
                         Article 3                                                         Article 4
                                                                    This Decision shall enter into force on 20 November
If the advantages conferred on Kemkraftwerk Lingen                  1964.
GmbH by special Decision of the Council pursuant
to Annex III to the Treaty are completely withdrawn
before the expiry of the period referred to in Article              Done at Brussels, 12 December 1964.
1 , the Council shall at the same time withdraw the                                                   Fort he Council .
status of Joint Undertaking from Kemkraftwerk Lin­
gen GmbH.                                                                                               The President
                                                                                                     Kurt SCHMUCKER
                                                          STATUTES
                                                          . Article 1
             The name of the company is :
                                ' Kernkraftwerk Lingen Gesellschaft mit beschränkter Haftung'
             and its seat is at Lingen .
             This company is established for an unlimited period .
                                                            Article 2
             The objects of the undertaking are to install and operate a nuclear power station with a ca­
             pacity of 250 MWe at Darme, Kreis Lingen.
             The company is empowered to set up , acquire, operate and dispose of installations and under­
             takings of any kind needed for the carrying out and furtherance of these objects, and to .
             participate in other undertakings.
                                                            Article 3
             The company financial year is the calendar year.
                                                            Article 4
             The capital of the company is DM 2 240 000 (two million two hundred and forty thousand
             German marks), divided into two subscriptions of DM 50 000, two subscriptions of
             DM 5000, two subscriptions of DM715 000, four preferential subscriptions of DM 12 500 and
             four preferential subscriptions of DM 162 500.
                                                            Article 4a
             Preference shares shall not carry the right to vote. They shall carry the right to prior payment
              out of the net annual profit of 6-5% of their nominal value. The balance shall then be divided
              between the other shares up to 6-5% of their nominal value. If the net profit is greater, the
              difference shall be divided equally between all the shares in proportion to their nominal value.
              If the net profit is insufficient to pay 6-5% on the preference shares, the balance shall be paid
              as non-interest-bearing arrears out of the net profit for subsequent financial years, prior to
              the distribution of the profits referred to in paragraph 1 . If the company is wound up, the
              proceeds remaining after payment of all creditors of the company shall be divided first between
              the preference shares up to their nominal value. The sum remaining thereafter shall be divided
              equally between the other shares in proportion to their nominal value.
 ---pagebreak---                        Official Journal of the European Communities                                  241
                                              Article 5
Disposal of any share or fraction of a share shall be subject to the assent of all members
having the right to vote.
                                              Article 6
The company shall have two administrative organs :
( a) the managers ;
(b) the general meeting of the members.
                                              Article 7
The company shall have two managers, who shall jointly represent the company. Where persons
are given power of attorney, the company may also be validly represented by a manager and
any such person acting jointly.
                                              Article 8
Managers shall be appointed and dismissed by the general meeting of the members.
The grant and revocation of powers of attorney shall be effected by the managers, with the
approval of the general meeting.
Appointments of managers shall be for a period not exceeding five years and shall be re­
newable .
                                              Article 9
The managers, and employees with power of attorney, shall conduct the business of the com­
pany and shall represent the company within the limits of and in accordance with the instruc­
tions laid down in the Statutes, the resolutions of the general meeting, or the individual contracts
of service.
                                              Article 10
Within six months from the end of each financial year, the management shall submit to the
general meeting for approval the report for that financial year, the balance sheet and the profit
and loss accounts .
                                              Article 11
General meetings of the members shall be convened by the management fifteen days before
the date fixed for the meeting by notice in writing which shall state the agenda of the meeting.
Upon requisition by one of the members, the management shall forthwith convene a general
meeting.
Members maj waive the formalities and period of notice laid down in the first paragraph.
The chair at the meeting shall be taken each year in rotation by a representative of one of the
members having the right to vote.
                                              Article 12 -
Each DM 2500 fraction of a share shall carry the right to one vote . Preference shares shall
not carry such a right, but may do so in cases covered by Article 11-7 of the law relating to
shares .
 ---pagebreak--- 242                          Official Journal of the European Communities
                                                  Article 13
     Managers shall obtain the approval of the general meeting of members, in particular :
     1 . to acquire or dispose of immoveable property or to create charges on such property ;
    2. to acquire participations ;
    3 . to appoint representatives and confer powers ;
    4. to conclude or amend a contract for the supply of electricity ;
    5 . to contract loans exceeding DM 1000000 (one million German marks);
    6. to contract loans abroad ;
    7. to accept liability on bills of exchange.
                                                  Article 14
    The general meeting of members shall resolve upon all matters reserved to it by law or by
    these Statutes , in particular those concerning :
    1 . increase or reduction of capital ;
    2 . amendments to the Statutes ;
    3 . approval of the balance sheet, distribution of profits and covering of any losses ;
    4. dissolution of the company.
                                                  Article 15
    All legal notices of the company shall be published in the Bundesanzeiger.
                                                  Article 16
    If the company is established as a Joint Undertaking within the meaning of the Treaty establishing
    the European Atomic Energy Community, it shall be subject, for the whole of the period of its
    activity as such, to the provisions of the Euratom Treaty which relate to Joint Undertakings
    and also to the Decisions of the Council of Ministers of the European Atomic Energy Com­
    munity establishing it as a Joint Undertaking and conferring on it any of the advantages listed
    in Annex III to the Treaty.
    In particular :
     (a) amendments to these Statutes shall not enter into force until they have been approved , by the
          Council of Ministers, pursuant to Article 50 of the Treaty ;
    ( b) in accordance with Article 173 (3) of the Euratom Treaty, the company 's profit and loss
          accounts and balance sheets relating to the preceding financial year shall, within one month
          after their approval by the general meeting, be sent by the management to the Commission
          of Euratom, which shall place them before the Council of Ministers and the European Parlia­
          ment. The estimates of revenue and expenditure shall be submitted in accordance with the
          same procedurevone month at the latest before the beginning of each financial year.
    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.