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Profit Transfer: Bilfinger Berger AG · Control: Bilfinger Berger AG · Acquisition: Bilfinger Berger AG · Spin-off: Bilfinger Berger AG · Capital: €10M · Share­holder agreement Hrb 18 Jul 2008 German Trade Register Announcements, Germany (01/07/2008)

Overview

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Bilfinger Berger Ingenieurbau GmbH, Wiesbaden (
Unnamed street ??, 65189 Wiesbaden, Germany
). The Shareholders' Meeting of March 18, 2008 decided to increase the share capital by EUR 9,975,000.00 and to amend the partnership agreement accordingly in Section 3 (share capital). New share capital: EUR 10,000,000.00. As the acquiring entity, the company took over parts of the assets consisting of the engineering division of the Bilfinger Berger AG, based in Mannheim (Amtsgericht Mannheim HRB 4444) as a whole by means of the conversion by means of the conversion by means of the conversion by way of the transfer agreement of the participating legal entities. The spin-off shall only become effective when it is entered in the register of the registered office of the transferring entity. With the Bilfinger Berger AG based in Mannheim (Amtsgericht Mannheim HRB 4444) as the dominant company, a control and profit transfer agreement was concluded on March 18, 2008. It was approved by the Shareholders' Meeting of March 18, 2008. Published a.s. unregistered: the creditors of the entities 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 entry of the spin-off in the register of the registered office of the entity of which they are creditors is deemed to have been made known in accordance with Paragraph 125, 19 (3) of the UmwG, unless they can claim 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: Implenia Civil Engineering GmbH, Raunheim, Germany.