CINEMAXX Magdeburg GmbH,
Ungenannte Str. ??, 22047 Hamburg, Germany. The Shareholders' Meeting of August 25, 2009 approved the amendment of the partnership agreement to Sections 1 (Company) and 3 (Share Capital) and with it the conversion of the share capital (DEM 100,000.00) to EUR 51,129.19, the increase of EUR 0.81 to EUR 51,130.00 and the further increase of EUR 48,870.00 to EUR 100,000.00 for the purpose of spin-off with the
CinemaxX Cinema GmbH & Co. KG (
District Court of Hamburg HRA 97892).
New company:
CinemaxX Cinetainment GmbH. €100,000.00. In accordance with the spin-off and takeover agreement of August 25, the Company 2009 with supplementary deed of August 28, 2009 and the approval decisions of its shareholders' meeting of August 25, 2009 and August 28, 2009 and the shareholders' meeting of the transferring entity of August 25, 2009 and August 28, 2009 a.s. a whole, a part of the assets of the
CinemaxX Cinema GmbH & Co. KG with its registered office in Hamburg (
District Court of Hamburg HRA 97892) a.s. a whole by means of the conversion by outsourcing. The spin-off shall only become effective upon registration on the register sheet of the transferring entity. The spin-off took effect with the entry on the register sheet of the transferring entity on September 30, 2009. A/S not registered: the creditors of the companies participating in the spin-off shall be required to declare their claim in writing in writing within six months of the date on which the registration of the spin-off in the register of the registered office of the entity of which they are creditors is deemed to be made known in accordance with Paragraph 19 (3) of the UmwG, provided that they cannot claim satisfaction. However, creditors are entitled to this right only if they demonstrate that the separation jeopardises the fulfilment of their claim.