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Company statute Hrb 19 Jun 2012 German Trade Register Announcements, Germany (11/06/2012)
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GEA Group AG,
Unnamed street ??, 40468 Düsseldorf, Germany
. The Annual General Meeting of April 24, 2012 approved the amendment of the Articles of Association in Sections 4 (3) (Authorized Capital I) and (Conditional Capital). Section 14 (3) sentence 2 was repealed. With the approval of the Supervisory Board, the Management Board is authorized to increase the share capital by up to EUR 77,000,000.00 by issuing new no-par value shares against cash contributions by April 23, 2017, and thereby determining a different start of the distribution of profits in accordance with 5 (4) of the Articles of Association. The Management Board is authorized, with the consent of the Supervisory Board, to exclude top amounts from the subscription rights of the shareholders. The share capital is conditionally increased by up to EUR 40,824,492.30, divided into up to 15,101,645 shares of Inh.aktien (conditional capital). The conditional capital increase serves to fulfil the settlement concluded in the proceedings before the District Court of Dortmund (Az: 20 O 533/99) on the control and profit transfer agreement between the former metal company AG (now GEA Group AG) and the former GEA AG.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The latest known state is available on the following page: GEA Group AG, Dusseldorf, Germany.