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Acquisition: E. ON Avacon AG · Spin-off: E. ON Avacon AG · Share­holder agreement Hrb 2 Sept 2008 German Trade Register Announcements, Germany (29/08/2008)

Overview

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E. ON Avacon Sales GmbH, Helmstedt (
Unnamed street ??, 38350 Helmstedt, Germany
). The Shareholders' Meeting of August 21, 2008 decided to increase the share capital by EUR 16,975,000.00 and to amend the partnership agreement in Section 4 (share capital) for the purpose of acquiring the assets of the E. ON Avacon AG, Helmstedt (Amtsgericht Braunschweig HRB 100769) by way of spin-off. In accordance with the spin-off and takeover agreement of August 21, 2008 and the approval decisions of its shareholders' meeting of August 21, 2008 and the general meeting of the transferring entity in July 2, 2008, the company has taken over parts of the assets of E. ON Avacon AG with its registered office in Helmstedt (Amtsgericht Braunschweig HRB 100769) (namely the Sales Division) a.s. a whole by way of the conversion by spin-off. The spin-off shall only become effective upon registration on the register sheet of the transferring entity. As 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 holder of the office of the holder of the account is deemed to be known to § 19 Abs. 3 UmwG, they must declare their claim in writing on the basis of the amount of the contract, 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 the 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: E.ON Avacon Vertrieb GmbH, Helmstedt, Germany.