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Company statute Hrb7 May 2015 German Trade Register Announcements, Germany

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HRB 65691: GEA Group AG,
Unnamed street ??, 40468 Düsseldorf, Germany
. The Annual General Meeting of April 16, 2015 decided on the creation of a new authorized capital II as well as a new authorized capital III and the corresponding amendments to the Articles of Association in Sections 4 (4) and 5. In addition, the Articles of Association were supplemented by Section 4 (6) (Conditional Capital 2015). By resolution of the Annual General Meeting of April 16, 2015, the Management Board is authorized to increase the share capital by a total of up to EUR 130,000,000.00 once or several times by issuing new no-par value shares against cash and/or non-cash contributions, with the approval of the Supervisory Board, by issuing new no-par value shares in exchange for cash and/or non-cash contributions. The subscription rights of the shareholders may be excluded (Authorised Capital II). By resolution of the Annual General Meeting of April 16, 2015, the Management Board is authorized to increase the share capital by a total of up to EUR 52,000,000.00 once or several times by issuing new no-par value shares against cash deposits by the approval of the Supervisory Board by April 15, 2020. The subscription rights of the shareholders may be excluded (Authorised Capital III). According to the resolution of the Annual General Meeting of April 16, 2015, the share capital is increased by an amount of up to EUR 51,903,633.82 by issuing up to 19,200,000 on the Inh. no-par value shares (conditional capital 2015). As not registered, the conditional capital increase will only be carried out to the extent that Inh. conversion or option rights alike from convertible or option bonds, Profit-sharing rights or profit-making bonds or a combination of these instruments, which the GEA Group AG or its group companies have issued against cash deposits pursuant to the authorisation decision of the Annual General Meeting of April 16, 2015, exercise their conversion or option rights or are fulfilled conversion or option obligations arising from such bonds and insofar a.s. the conversion or option rights or conversion or option obligations are not serviced by own shares, by issuing shares from authorized capital or by other services. The new shares shall be issued at the conversion or option price to be determined in accordance with the above-mentioned authorisation.

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: GEA Group AG, Dusseldorf, Germany.

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