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Acquisition: Klett Lernen und Wissen GmbH · Spin-off: Klett Lernen und Wissen GmbH · Break-up: Klett Lernen und Wissen GmbH · Capital: €30,000 · Share­holder agreement · Name: Klett Lerntraining GmbH Hrb25 Aug 2008 German Trade Register Announcements, Germany (21/08/2008)

Overview

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Belchen Verlag GmbH, Stuttgart (Ungenannte Str. ??, 70178 Stuttgart, Germany). The share capital is increased by EUR 4,000.00 to EUR 30,000.00 by decision of the Shareholders' Meeting of June 20, 2008 to carry out the acquisition of an outsourced part of the assets "Klett Lernen und Wissen GmbH", Stuttgart (District Court of Stuttgart HRB 17149) to EUR 30,000.00 by way of spin-off. The shareholders' meeting of June 20, 2008 decided on the recasting of the partnership agreement, in particular in Sections 3 (share capital), Section 1 (1) (company) and section 2 (object of the company). In addition, the shareholders' meeting of August 8, 2008 decided to amend the partnership agreement in Section 11 (final provisions). Company changed, now: Klett Lerntraining GmbH. Object changed, now: The operation of a publishing house, which primarily develops, manufactures and distributes products in all media, which serve the support of kindergarten children, pupils and students with regard to their kindergarten, preschool, school and university success, in particular learning aids for all grades and school types as well as preschool and kindergarten for both domestic and international countries. In addition, services of all kinds to support kindergarten children, pupils and students are the subject of the company. Share capital now: EUR 30,000.00. The GmbH "Klett Lernen und Wissen GmbH", Stuttgart (District Court of Stuttgart HRB 17149) has, by way of the spin-off in accordance with the division and takeover agreement of June 20, 2008 and the resolutions of the participating legal entities from the same date, outsourced the sub-operation "Klett Lerntraining GmbH" to the company (acquiring legal entity) (spin-off for admission). The spin-off shall not take effect until the spin-off is entered in the register of the registered office of the transferring entity. A/S not registered: the creditors of the entities 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 the entity of which they are creditors is deemed to be disclosed in § 19 Abs. 3 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 current state is available on the following page: Klett Lerntraining GmbH, Stuttgart, Germany.

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