Drucken GB - MME moviement

value amount of EUR 25,000 in MME AG. In return, they receive a total of 3,440,000
new, no-par bearer shares in MME with a proportionate share in the share capital of
EUR 1.00 per share. As further consideration for the contribution of shares, MME AG
made a payment to moviement shareholders of EUR 22.66 million. An additional
cash payment of up to EUR 4.5 million is scheduled to be paid by MME depending on
the ability of the major moviement GmbH companies, i.e. filmpool KG and AllMedia
GmbH, to maintain their combined earnings of the previous year throughout financial
years 2004 and 2005. This additional cash payment will be due on 30 June 2006
at the earliest.
To effect this transaction, the Management Board on 12 August 2004 exercised its
authorisation granted by the general meeting of shareholders on 21 June 2002 and
increased the share capital of EUR 7,650,000, divided into 7,650,000 bearer shares
with a proportionate share in the share capital of EUR 1.00 each, by EUR,3 440,000 to
EUR 11,090,000 in exchange for a contribution in kind in the form of an issue of
3,440,000 new bearer shares with a proportionate share in the share capital of EUR
1.00 per share. The new shares are eligible for dividends starting on 1 January 2004.
The Supervisory Board approved this resolution on the same day.
This capital increase was executed in two steps, first by issuing 3,000,000 shares
(tranche I), and then by issuing the remaining 440,000 shares (tranche II). The execution
of the capital increase in tranche I was entered into the Commercial Register of
the Hamburg District Court on 16 August 2004. The execution of the capital increase
in tranche II was entered into the Commercial Register of the Hamburg District Court
on 27 December 2004.
Of the 3,440,000 new shares to be issued, 2,627,000 shares were subscribed and
acquired by Guehring Automation GmbH, Stetten - 2,187,000 of these in tranche I
and 440,000 in tranche II - and 813,000 shares in tranche I by LINUS Unternehmensmanagement
GmbH, Munich. As contributions in kind for these, Guehring Automation
GmbH must contribute shares in moviement GmbH with a par value of EUR
18,750, and LINUS Unternehmensmanagement GmbH shares in moviement GmbH
with a par value of EUR 6 250. As further consideration in addition to the new shares,
Guehring Automation GmbH and LINUS Unternehmensmanagement GmbH have
received a cash payment of EUR 16,854,000 and EUR 5,806,000, respectively.
After completion of tranche I, the share capital of the Company was EUR 10,650,000
and was divided into 10,650,000 no-par bearer shares with a proportional share in
the share capital of EUR1.00 per share. After completion of tranche II in December
2004, the share capital of the Company amounted to EUR 11,090,000 divided into
11,090,000 no-par shares.
NON-BINDING TRANSLATION
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