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Acquisition: Schaeffler Holding GmbH & Co. KG · Spin-off: Schaeffler Holding GmbH & Co. KG · Capital: €500M · Name: Schaeffler Verwaltungs GmbH · Company statute Hrb1 Jul 2010 German Trade Register Announcements, Germany (28/06/2010)
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Schaeffler Verwaltung Eins GmbH, Herzogenaurach, Industriestraße 1 - 3, 91074 Herzogenaurach. The Shareholders Meeting of May 25, 2010 decided to increase the share capital by EUR 500,000,000.00 for the purpose of carrying out the spin-off and acquisition of shareholdings in companies and contractual relationships from the Schaeffler Holding GmbH & Co. KG with its registered office in Herzogenaurach (District Court of Fürth HRA 2681) and the amendment of Sections 1 (Company) and 5 (Share Capital) of the Articles of Association. New company: Schaeffler Verwaltungs GmbH. New share capital: EUR 500,025,000.00. By way of spin-off in accordance with the spin-off agreement of May 25, 2010 and the resolutions of its shareholders meeting and the shareholders meeting of the transferring company, the company took over parts of the assets (participations in companies and contractual relationships) from the Schaeffler Holding GmbH & Co. KG with its registered office in Herzogenaurach (District Court of Fürth HRA 2681) from the same day. Any liability under § 25 HGB has been ruled out. The spin-off was entered in the register of the registered office of the transferring entity on June 28, 2010 (see District Court of Fürth HRA 2681). Unregistered: If, within six months of the date on which the registration of the spin-off in the register of the registered entity of which they are creditors has been made known in accordance with Paragraph125, 19 (3) of the UmwG, creditors must be notified in writing of their claim in writing, unless they can claim satisfaction, in accordance with paragraphs 125, 19 (3) of the UmwG. However, they are entitled to that right only if they demonstrate that the spin-off jeopardises the fulfilment of their claim.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: IHO Beteiligungs GmbH, Herzogenaurach, Germany.
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