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Acquisition: Agfa-Gevaert HealthCare GmbH · Break-up: Agfa-Gevaert HealthCare GmbH · Capital: €15M · Share­holder agreement Hrb10 Jan 2006 German Trade Register Announcements, Germany (02/01/2006)

Overview

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Agfa-Gevaert Graphic Systems GmbH, Leverkusen (Kaiser-Wilhelm-
Unnamed street ??, 51373 Leverkusen, Germany
). The Shareholders' Meeting of December 8, 2005 decided to amend the partnership agreement in Section 4 and with it the increase of the share capital by EUR 14,975,000.00 to EUR 15,000,000.00 for the purpose of carrying out the spin-off with the Agfa-Gevaert HealthCare GmbH, Leverkusen (Amtsgericht Köln HRB 55399). In accordance with the division and takeover agreement of December 8, 2005 and the approval decisions of its shareholders' meeting of December 8, 2005 and the shareholders' meeting of the transferring entity of December 8, 2005, the company has taken over parts of the assets of Agfa-Gevaert HealthCare GmbH, based in Leverkusen (Amtsgericht Köln HRB 55399) a.s. a whole by means 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 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 have been 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.

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: ECO3 GmbH, Wiesbaden, Germany.