AEG 21604 G Manual de usuario descargar pdf (Pagina 93)

DESCRIPTION OF THE ISSUER

General Information on the Issuer

Formation, Business Name, Registered Office, Financial Year, Duration and Term of the Issuer

3W Power Holdings S.A. is incorporated as a public company with limited liability in the form of a "so-

ciété anonyme" under the laws of Luxembourg with its legal seat in Luxembourg and registered with the

Luxembourg Trade and Companies Register under the registration number B 153 423. The registered

office of the Issuer is in Luxembourg and the business address is Grand Duchy of Luxembourg, 19 Rue

Eugène Ruppert, 2453 Luxembourg. The Issuer’s office telephone number is +352 266 448 1. The Issuer

operates under the commercial name “AEG Power Solutions“. Further information about the Issuer can

be found on the website of the Issuer at www.aegps.com.

The Issuer was incorporated as a limited liability company under the laws of Guernsey on 21 May 2008

under the name of Germany1 Acquisition Limited as a special purpose acquisition company for the pur-

pose of acquiring one or more operating businesses with funds collected in an IPO. On 10 September

2009, it indirectly acquired the Issuer through the Business Combination. The Issuer has changed its name

to 3W Power Holdings Limited on 9 April 2010 and transferred its registered office to Luxembourg

thereby changing its legal form into its present according to the shareholders' resolution of 7 May 2010

which became effective on 2 June 2010.

The financial year of the Issuer equals the calendar year and runs from 1 January to 31 December of each

year. The term of the Issuer is unlimited.

Business Purpose of the Issuer

Pursuant to Article 3 of its articles of association the Issuer’s purpose is the holding of participations, in

any form whatsoever, in Luxembourg and foreign countries, the acquisition by purchase, subscription, or

in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures,

notes and other securities of any kind, entering into leases, dealing in commodities that are not securities,

acquisition of assets generally, selling assets generally, giving security, giving and receiving indemnities

and security.

The Issuer may participate in the establishment and development of any financial, industrial or commer-

cial enterprises, including trusts and unincorporated associations, and may render any assistance by way

of loans, guarantees, security or otherwise to subsidiaries, affiliated companies or parent companies.

The Issuer may borrow in any form and proceed to the issuance of bonds, preferred equity certificates,

debentures, notes, commercial paper, guarantees, and entering into credit agreements, note purchase

agreements, underwriting agreements, indentures, trust agreements or any other type of financing instru-

ment or document or any hedge, swap or derivative related thereto.

In general, the Issuer may carry on any business or activity whatsoever, which it may consider expedient

with a view to rendering profitable or enhancing directly or indirectly the value of the Issuer's undertaking

in any of its properties or assets.

Auditors

The Issuer's consolidated financial statements as at and for the year ended 31 December 2009 under IFRS

have been audited by KPMG Channel Islands Limited, 5 St. Andrew's Place, Charing Cross, St. Helier,

Jersey, JE4 8WQ, Channel Islands, independent accountants, as stated in their reports appearing else-

where herein and is accompanied by an unqualified auditor's report, copies of which are included in this

Prospectus. KPMG Channel Islands Limited is registered with the Institute of Chartered Accountants in

England and Wales.

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AEG 21604 G Manual de usuario Pagina 93

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