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Profit Transfer: mfi Deutschland GmbH · Spin-off (3 companies) · Acquisition (3 companies) Hrb 25 Oct 2013 German Trade Register Announcements, Germany (18/10/2013)

Overview

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mfi Shopping Center Management GmbH, food,
Unnamed street ??, 45141 Essen, Germany
. On July 25, 2013, the Shareholders' Meeting decided to to change the object of the company, to increase the share capital from EUR 100,000.00 by EUR 100,000.00 to EUR 200,000.00 for the purpose of carrying out the spin-offs with the mfi management für Immobilien AG, Essen (Amtsgericht Essen HRB 14715) and with the mfi Deutschland GmbH based in Essen (Amtsgericht Essen HRB 16574) and to amend it in accordance with the partnership agreement in Section 2 (object of the company) and 3 (share capital, share deposits). Asset management, center management, facility management, and the leasing of commercial, especially large-scale retail properties, including all related activities. EUR 200,000.00. A profit transfer agreement was concluded on July 22, 2013 with the mfi Deutschland GmbH, Essen (Amtsgericht Essen HRB 16574) as the dominant company. It was approved by the Shareholders' Meeting of July 25, 2013. In view of the further content, reference is made to the said treaty and to the decisions approving it. In accordance with the spin-off and takeover agreement of July 25, the Company has In 2013 and the approval decisions of its shareholders' meeting of the same day and the general meeting of the transferring entity dated July 9, 2013, a limited partnership share of EUR 210,000.00, corresponding to 10% of the total limited partnership capital at mfi Shopping Center Management Beteiligungsgesellschaft mbH & Co. KG (Amtsgericht Essen HRA 9753) a.s. a whole by means of the conversion by means of the spin-off of the mfi management für Immobilien AG with its registered office in Essen (HRB 14715). The spin-off shall only become effective upon registration on the register sheet of the transferring entity. In accordance with the spin-off and takeover agreement of July 25, 2013 and the approval decisions of its shareholders' meeting and the shareholders' meeting of the transferring entity, the company has taken a LP share of EUR 1,890,000.00 from the same day, corresponding to 90% of the total LP capital at mfi Shopping Center Management Beteiligungsgesellschaft mbH & Co. KG (Amtsgericht Essen HRA 9753) a.s. a whole by means of the conversion by spin-off of the mfi Deutschland GmbH with registered office in Essen (Amtsgericht Essen HRB 16574). The spin-off shall only become effective upon registration on the register sheet of the transferring entity. As not registered: the creditors of the companies participating in the spin-off must be declared in writing if, within six months of the date on which the entry of the spin-off in the register of the registered office of those entities of which they are creditors is deemed to have been made public in accordance with Paragraph 19 (3) of the UmwG, they must declare their claim in writing on the basis of their amount, provided that they cannot demand satisfaction. However, creditors are only entitled to this right 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 latest known state is available on the following page: mfi Shopping Center Management GmbH, Dusseldorf, Germany.