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Convertible bonds · Name: KHD Humboldt Wedag International AG · Company statute Hrb 29 Mar 2010 German Trade Register Announcements, Germany (25/03/2010)
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KHD Humboldt Wedag International (Deutschland) AG,
Unnamed street ??, 51067 Köln, Germany
. The Annual General Meeting of March 23, 2010 approved an amendment to the Articles of Association in Section 1 paragraph 1 and with it the amendment of the company. In addition, the Annual General Meeting has approved the amendment of the Articles of Association in Section 3 (share capital), Section 13 (remuneration of the Supervisory Board), Section 15 (convening of the Annual General Meeting), Section 16 (condition for participation in the Annual General Meeting and the exercise of voting rights). By resolution of the Annual General Meeting of March 23, 2010 a new authorized capital was created and Section 5 of the Articles of Association amended accordingly. New company: KHD Humboldt Wedag International AG. The Board of Management is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company once or several times in the period from March 23, 2010 to March 22, 2015 up to a total of EUR 16,571,276.00 against cash and/or non-cash deposits by issuing up to EUR 16,571,276.00 - new, on the Inh. denominated no-par value shares. Shareholders must in principle be granted a subscription right. The Board of Management is authorized, with the approval of the Supervisory Board, to exclude the statutory subscription rights of the shareholders in the following cases: - if the capital increase is made against cash deposit and the increase on the new shares, for which the subscription right is excluded, the total share capital amount of the share capital no greater than 10% of the share capital, neither at the time of taking effect nor at the time of the exercise of this authorisation, and the issue price of the new shares does not substantially fall below the market price of the shares of the same class and equipment already listed at the time of the final fixing of the issue price within the meaning of Sections 203 (1) and 2, 186 (3) sentence 4G; the maximum of 10% of the share capital shall be taken into account by shares issued or to be issued to service warrants or convertible bonds, provided that these bonds were issued in accordance with the application of Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) to the exclusion of the subscription right; the maximum of 10% of the share capital shall also be set off as treasury shares of the company which, during the term of the authorised capital, are excluded from the subscription rights of the shareholders in accordance with Section 71 (1). 1 no 8 sentence 5, 186 (3) sentence 4 AktG are to be sold, - in the case of capital increases in exchange for contributions in kind for the purpose of granting shares for the purpose of acquiring shares for the purpose of acquiring companies, parts of undertakings or other assets, - for marginal amounts, - insofar as a third party who is not a credit institution within the meaning of Paragraph 186 (5) aktG draws the new shares and ensures that shareholders are granted an indirect subscription right. The Management Board is authorized, with the consent of the Supervisory Board, to determine the further details of the capital increase and its implementation. The Supervisory Board is authorized to amend the Articles of Association in accordance with the respective utilization of the authorized capital.
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: KHD Humboldt Wedag International AG, Cologne, Germany.