Exhibit 10.44


 


 


English
Translation


 


REAL  ESTATE 
TRANSFER  AGREEMENT


 


between


 


MEC Grundstücksentwicklungs GmbH


 


with its seat in Oberwaltersdorf and the business
address in Magna Strasse 1, 2522 Oberwaltersdorf


registered in the commercial register of the
commercial court Wiener Neustadt under FN 135317x


 


- hereinafter referred to as “Seller”
-


 


and


 


MP MAGNA Projektentwicklungs GmbH & CO OEG


 


with its seat in 2522 Oberwaltersdorf  and the business address in  Magna Strasse 1, 2522 Oberwaltersdorf


registered in the commercial register of the
commercial court Wiener Neustadt under FN 280603b


 


- hereinafter referred to as “Purchaser”  -


 


- the Seller and the Purchaser are hereinafter
collectively referred to as the “Parties” or the “Party”-


 


as follows:


 


 


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1.         Facts - Property


 


1.1       The Seller
is the registered sole owner of the following real estate:


 


1.1.1            EZ (folio number) 1257, land register (Grundbuch)
04112 Trumau, district court (Bezirksgericht)
Ebreichsdorf, plots (Grundstücke) no.
1301 forest, with an area of 2.992 m2 and no. 1302, farmland, forest and
watercourses, with an area of 202.392 m2, in total an area of 205.384 m2;


 


1.1.2            EZ (folio number) 1268, land register 04112 Trumau, district court Ebreichsdorf,
plots no. 1303/2, roads, with an area of 2.390 m2 and no. 1304/2, forest, with
an area of 5.972 m2, in total an area of 8.362 m2;


 


1.1.3            EZ (folio number) 1547, land register 04102 Ebreichsdorf, district court
Ebreichsdorf, plot no. 578/5, farmland, with an area of 192.000 m2;


 


1.1.4            EZ (folio number) 1959, land register 04102 Ebreichsdorf, district court
Ebreichsdorf, plots no. 581/1, forest, with an area of 6.323 m2; no. 586/1, farmland,
forest, with an area of 248.661 m2; no. 586/2 farmland, forest, with an area of
91.354 m2 (modification of area pending); no. 586/3, building land, farmland, forest,
watercourses, roads, with an area of 1,611.105 m2; no. 586/4, farmland, forest,
roads, with an area of 101.855 m2; no. 594/2, watercourses, with an area of 3.947
m2; no. 987/3, roads, with an area of 1.321 m2; no. 1043/4, roads, with an area
of 292 m2; no. 1044/2, watercourses, with an area of 1.210 m2 and no. 1044/4, watercourses,
with an area  of 3.372 m2, in total an area
of 2,069.440 m2;


 


1.1.5            EZ (folio number) 1961, land register 04102 Ebreichsdorf, district court
Ebreichsdorf, plots no. 581/5, forest, with an area of 1.203 m2; no. 582, farmland,
forest, with an area of 136.803 m2; no. 583, watercourses, with an area of 3.168
m2 and no. 584, forest, watercourses, with an area of 6.243 m2, in total an area
of 147.417 m2.


 


1.2                     Pursuant to the division plan of ARGE VERMESSUNG BADEN, Zivilgeometer DI
Ing. Frosch dated 14 December 2007, file no. 6636/07


 


1.2.1            the partial area (Trennstück) (1),
with an area of 5.895 m2, plot no. 584 (currently EZ 1961) will be merged with
the new plot no. 584/1 8 (in future EZ 1961);


 


1.2.2            the partial area (Trennstück) (2),
with an area of 348 m2, plot no. 584 (currently EZ 1961) will be merged with
the new plot no. 584/2 (in future EZ 1547);


 


1.2.3            the partial area (Trennstück) (3),
with an area of 200.804 m2, plot no. 586/3 (currently EZ 1959) will be merged
with the new plot no. 586/5 (in future EZ 1547);


 


1.2.4            the partial area (Trennstück) (4),
with an area of 40.075 m2, plot no. 586/4 (currently EZ 1959) will be merged
with the plot no. 1004/4 (continues to be EZ 1959);


 


1.2.5            the partial area (Trennstück) (5),
with an area of 3.506 m2, plot no. 586/4 (currently EZ 1959) will be merged
with the plot no. 578/5 (in future EZ 1547);


 


1.2.6            the partial area (Trennstück) (6),
with an area of 1.586 m2, plot no. 1044/4 (currently EZ 1959) will be merged
with the plot no. 578/5 (in future EZ 1547), and


 


 


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1.2.7            the partial area (Trennstück) (7),
with an area of 1.210 m2, plot no. 1044/2 (currently EZ 1959) will be merged
with the plot no. 1044/4 (in future EZ 1559).


 


1.3                     The following plots shall be sold and transferred pursuant to the terms
and conditions of this Agreement:


 


1.3.1            EZ 1257, land register 04112 Trumau, district court Ebreichsdorf, plot
no. 1301, with an area of 2.992 m2 and plot no. 1302, with an area of 202.392
m2, in total an area of 205.384 m2;


 


1.3.2            EZ 1268, land register 04112 Trumau, district court Ebreichsdorf, plot
no. 1303/2,  with an area of 2.390 m2 and
no. 1304/2, with an area of 5.972 m2, in total an area of 8.362 m2;


 


1.3.3            EZ 1547, land register 04102 Ebreichsdorf, district court Ebreichsdorf, plot
no. 578/5, with an area of 197.092 m2; no. 584/2, with an area of 348 m2 and no.
586/5, with an area of 200.804 m2, in total an area of 398.244 m2;


 


1.3.4            EZ 1959, land register 04102 Ebreichsdorf, district court Ebreichsdorf, plot
no. 581/1, with an area of 6.323 m2; no. 586/1, with an area of 248.661 m2 and
no. 1044/4, with an area of 43.071 m2, in total an area of 298.055 m2. For the
avoidance of doubt, the Parties state that the plots no. 586/2, 586/3, 586/4,
594/2, 987/3, 1043/4 and 1044/2 after the division (section  1.2. and 5.) shall not be part of the
Property..


 


These plots (section 1.3.1 till [including]
1.3.4) are hereinafter collectively referred to as the “Property”.


 


The Property has an area in total of
approximately 910.045 m2.


 


1.4                     The real estate pursuant to section 1.1 is affected with the
encumbrances (“Encumbrances”) as set out in the attached extracts of the land
registry (Exibit.1.4).


 


The Purchaser acknowledges the existence of the
Encumbrances.


 


Upon the signing of this Agreement no plan,
which shows the locality of the Encumbrances, exist. Therefore, the Parties
could not yet confirm and agree, which of these Encumbrances would affect the Property.


 


The Seller shall submit upon its assignment and
costs the respective plan(s) and shall obtain the respective duly signed
statements from the beneficiary(ies) for the deletion of encumbrances in the
land registry.


 


2.                            Sale and Transfer


 


2.1                     Seller sells and
transfers the Property and Purchaser purchases and acquires the Property free
and clear of registered and/or non-registered encumbrances and rights of third
persons (except for Encumbrances) from Seller.


 


 


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2.2                     The actual transfer and
acquisition of the Property together with all rights (in particular, but not
limited to any water rights, if any) and obligations, relating to the Property,
Seller was or would have been entitled to, shall take place free of registered
and/or non-registered encumbrances and rights of third parties (except
Encumbrances) on the third Austrian bank working day, which follows the issuance
of the final decree of the land transfer authority (“Effective Date”).


 


2.3                     Risks, hazards and
benefits relating to the Property shall pass to Seller upon transfer pursuing
to section 2.2.


 


2.4                     Any costs, taxes,
charges and dues relating to the Property for periods after the Effective Date
shall be borne by Purchaser.


 


3.                            Purchase
Price


 


3.1                     The purchase price
negotiated and mutually agreed between the Parties shall amount to EUR 20.000.000
(Euro twenty million).


 


3.2                     The Parties herby
mutually and irrevocably state and agree, that the transfer and the sale of the
Property pursuant this Agreement shall not be subject to the Value Added Tax Act
(Umsatzsteuergesetz) (for clarification
purposes: the Parties do not opt for the option pursuant to section 6 para 2
Austrian Value Added Tax Act).


 


3.3                     The Purchaser shall pay within
three (3) bank working days as of execution of this Agreement and the
notarization of the signatures of the Parties:


 


3.3.1                        a partial payment
of EUR 18.051.164 (EUR eighteen million fifty one thousand one hundred sixty
four) to the trustee-account held with ERSTE BANK der österreichischen
Sparkassen,AG account number 407-101-613/55, bank code 20111, IBAN AT84 2011
1407 1016 1355 opened by the mutually appointed trustee-agent DORDA BRUGGER
JORDIS Rechtsanwälte GmbH, 1010 Vienna, Dr. Karl Lueger-Ring 10;


 


3.3.2                        a partial payment of EUR 1.948.836 (EUR one million nine hundred forty
eight thousand eight hundred thirty six) to the trustee-account held with ERSTE
BANK der österreichischen Sparkassen, account number 407-101-613/56, bank code
20111, IBAN AT57 2011 1407 1016 1356, opened by the mutually appointed
trustee-agent DORDA BRUGER JORDIS Rechtsanwälte GmbH, 1010 Vienna, Dr. Karl
Lueger-Ring 10.


 


3.3.3                        the land transfer
tax in the amount of EUR 700.000 as well as the court registration fee in the
amount of EUR 200.000, in total an amount of EUR 900.000, to the account of the
Trustee-Agent, held with Erste Bank der österreichischen Sparkassen AG, account
number 280-369-386/06, bank code 20111, IBAN              AT622011128036938606.


 


3.4                     The Parties irrevocably
empower and instruct the Trustee-Agent, after the credit entry of the purchase
price (section 3.3.1 and 3.3.2) and the land transfer tax and the court
registration fee (section 3.3.3) on the respective trustee-accounts and


 


3.4.1                        receipt of this duly signed and notarized Agreement, and


 


 


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3.4.2                        receipt of the final and binding approval of the land transfer authority
for the closing of this Agreement, and


 


3.4.3                        receipt of the duly signed and notarized statement issued by
Raiffeisen-Landesbank Niederösterreich-Wien AG providing for the deletion of
the blocking order relating to the maximum amount mortgage on plots 581/1, 586/1
and 1044/1 of EZ (folio number) 1959, C-LNR 19, and


 


3.4.4                        to pay without undue delay the land transfer tax and the registration fee
calculated by the trustee-agent, or file the respective notification to the tax
authorities, and


 


3.4.5                        the file the application with the land register for the registration of the
Purchaser as owner of the Property, and


 


3.4.6                        the file the application with the land register for the deletion of the
blocking order relating to the plots 581/1, 586/1 and 1044/4 of EZ (folio number)
1959, C-LNR 19 for the maximum amount of EUR 7,500.000, and


 


3.4.7                        after receipt of the final and binding decree from the land register
providing for the registration of the Purchaser as owner of the Property free
of any mortgages


 


                                                                                        (i)                                           transfer an amount of EUR 7.500.000 from the
trustee-account pursuant to section 3.3.1 to the account of Seller held with Raiffeisen-Landesbank
Niederösterreich-Wien AG, held, account-number 11-00.624.270, bank code 32.000


 


                                                                                        (ii)                                        transfer an amount of EUR 10.551.164 from the
trustee-account pursuant to section 3.3.1 to the account of Seller, held with Bank
Austria Creditanstalt AG, account-number 50662 658 101, bank code 12.000, and


 


                                                                                        (iii)                                     transfer an amount (or split in more partial
amounts) of EUR 1.948.836 (EUR one million nine hundred fourty eight thousand
eight hundred thirty six) from the trustee-account pursuant to section 3.3.2 in
accordance with written pay-out instructions from the Purchaser to the Seller
and/or third parties,


 


3.4.8                        and there after without undue delay close the trustee-accounts.


 


3.5                     The Seller shall be
entitled to interest which accrue on the trustee-account pursuant to sections
3.3.1 and 3.3.2 minus Capital Transfer Tax und fees for the opening,
maintaining and closing of this trustee-account, the remaining amount shall be
paid to the Seller by the Trustee-Agent upon closure of this trustee-account to
the account pursuant to section 3.4.7. The interest on such trustee-account is
currently 3,268 % per anno.


 


The Purchaser shall be entitled to interest
which accrue on the trustee-account pursuant to section 3.3.3 minus Capital
Transfer Tax und fees for the opening, maintaining and closing of this
trustee-account, the remaining amount shall be paid to the account designated
by Seller in writing by the Trustee-Agent after the payment pursuant to section
3.4.4 has been made.


 


3.6                     The Trustee-Agent states
that the trusteeship shall be subject to the provision of electronic
trusteeship regime of the Bar Association.


 


 


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4.                            Guarantees
/ Representations


 


4.1           The
Seller represents and guarantees (echte Garantie,
pursuant to section 880a second alternative ABGB), that the following
statements relating to the Property are true and correct:


 


4.1.1                                    Title


 


The Seller is the registered sole owner of the Property.


 


4.1.2                                    Authorisation / Encumbrances


 


The Seller, as registered sole owner is entitled to
dispose of the property pursuant to the terms of this Agreement. The Property
shall transfer (except for Encumbrances) free of registered and/or
non-registered encumbrances and rights of third parties to the Purchaser.


 


4.2                     The Seller represents,
that the following statements relating to the Property are true and correct:


 


4.2.1                                    Area of Property


 


The Property has an area of approximately 910.045 m2.


 


4.2.2                                    Decrees /
Conditions


 


All conditions in connection with decrees have been
fully complied with; all limitations have been complied with.


 


4.2.3                                    Building


 


No buildings are erected on the Property.


 


4.2.4                                    Proceedings


 


In relation to the Property no proceedings are
pending, in particular no civil and/or administrative proceedings.


 


4.2.5                                Environment


 


To the best of the Seller’s knowledge, the Land is
being used in accordance with all material applicable environmental laws, regulations
and decrees. Seller is not aware of any facts that give rise to claims due to
material non-compliance with applicable environmental laws, regulations and
decrees.


 


To the best of Seller’s knowledge, no written or oral
notice from the competent authorities has been received by Seller in relation
to the Land for any claim related to the violation of material applicable
environmental laws, regulations and decrees by Seller.


 


4.3                     The representations,
guarantees and warranties shall be true and correct on the signing date and on
the Effective Date.


 


 


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4.4                     Guarantee and warranty claims
pursuant to sections 4.1 and 4.2.5 of this Agreement shall become time — barred
and forfeit within ten (10) years as of the Effective Date; warranty
claims pursuant to sections 4.2.1 to 4.2.4 shall become time — barred and
forfeit within three (3) years as of the Effective Date.


 


5.                            Authorisation
to effect changes in the Land Register


 


The Seller hereby expressly and irrevocably
agrees, that without further information and agreement, based on this Agreement
the following changes can be made in the land register:


 


5.1                     EZ 1257, land
register 04112 Trumau, district court Ebreichsdorf, plots no. 1301 and no.
1302, owned by MEC Grundstücksentwicklungs GmbH


 


5.1.1                        the registration
of the title relating to EZ 1257, land register 04112 Trumau, district court
Ebreichsdorf, plot no. 1301 and no. 1302 for


 


MP MAGNA
Projektentwicklungs GmbH & Co OEG


Magna Strasse 1, 2522
Oberwaltersdorf


FN 280603b


 


5.2                       EZ 1268, land
register 04112 Trumau, district court Ebreichsdorf, plots no. 1303/2 and no.
1304/2, owned by MEC Grundstücksentwicklungs GmbH


 


5.2.1                        the registration
of the title relating to EZ 1268, land register 04112 Trumau, district court
Ebreichsdorf, plot no. 1302/2 and no. 1304/2 for


 


MP MAGNA
Projektentwicklungs GmbH & Co OEG


Magna Strasse 1, 2522
Oberwaltersdorf


FN 280603b


 


5.3                       EZ 1961, land
register 04102 Ebreichsdorf, district court Ebreichsdorf, plot nos. 581/5, 582,
583 and 584, owned by MEC Grundstücksentwicklungs GmbH


 


5.3.1                        the split up of
the partial area (Trennstück) (1) with an area
of 5.895 m2 of plot no. 584 and transfer of the registered rights and merger
with the new plot no. 584/1, and


 


5.3.2                        the split up of
the partial area (Trennstück) (2) with an area
of 348 m2 of plot no. 584 and transfer of the registered rights appreciation to
EZ 1547, land register 04102 Ebreichsdorf, and merger with the new plot no.
584/2;


 


5.4                       EZ 1959, land
register 04102 Ebreichsdorf, district court Ebreichsdorf, plot nos. 581/1,
586/1, 586/2, 586/3, 586/4, 594/2, 987/3, 1043/4, 1044/2 and 1044/4, owned by MEC
Grundstücksentwicklungs GmbH


 


5.4.1                        the split up of
the partial area (Trennstück) (3) with an area
of 200.804 m2 of plot no. 586/3 and the transfer of the registered rights
appreciation to EZ 1547 land register 04102 Ebreichsdorf, district court
Ebreichsdorf, and merger with the new plot no. 586/5;


 


 


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5.4.2                        the split up of
the partial area (Trennstück) (4) with an area
of 40.075 m2 of plot no. 586/4 and the transfer of the registered rights and
merger with the new plot no. 1044/4; both plots within EZ 1959 land register
04102 Ebreichsdorf, district court Ebreichsdorf,


 


5.4.3                        the split up of the
partial area (Trennstück) (5) with an area
of 3.506 m2 of plot no. 586/4 and the transfer of the registered rights
appreciation to EZ 1547 land register 04102 Ebreichsdorf, district court
Ebreichsdorf, and merger with the new plot no. 578/5;


 


5.4.4                        the split up of
the partial area (Trennstück) (6) with an area
of 1.586 m2 of plot no. 1044/4 and the transfer of the registered rights
appreciation to EZ 1547 and merger with the new plot no. 578/5; both plots are within
EZ 1547 land register 04102 Ebreichsdorf, district court Ebreichsdorf;


 


5.4.5                        the split up of
the partial area (Trennstück) (7) with an area
of 1.210 m2 of plot no. 1044/2 and the transfer of the registered rights and
merger with the new plot no. 1044/4; both plots are within EZ 1959 land register
04102 Ebreichsdorf, district court Ebreichsdorf,


 


5.4.6


 


                                                a)            the
split up of the plots 581/1, 586/1 and 1044/4 of EZ 1959, land register 04102
Ebreichsdorf, district court Ebreichsdorf,


 


                                                b)           the
opening of a new EZ in the same land register for these plots,


 


                                                c)            hereunto
the registration of the title for


 


MP MAGNA
Projektentwicklungs GmbH & Co OEG


Magna Strasse 1, 2522
Oberwaltersdorf


FN 280603b


 


5.5                       EZ 1547, plot no.
587/5, wholly owned by MEC Grundstücksentwicklungs GmbH


 


5.5.1                        the establishment
of the new plot 584/2 (refer to 5.3.2);


 


5.5.2                        the establishment
of the new plot 586/5 (refer to 5.4.1);


 


5.5.3                        the merger of the
partial area (Trennstück) (5) of plot
578/5 (refer to 5.4.3);


 


5.5.4                        the merger of the
partial area (Trennstück) (6) of plot 578/5
(refer to 5.4.4), and


 


5.5.5                        the registration
of the title relating to EZ 1547, plot nos. 587/5, 584/2 and 586/5 for


 


MP MAGNA
Projektentwicklungs GmbH & Co OEG


Magna Strasse 1, 2522
Oberwaltersdorf


FN 280603b


 


6.                            Land transfer Approval — Rescission


 


6.1                     This Agreement is conditional upon the issuance of a final decree by the
competent land transfer authority.


 


6.2                       The Purchaser is
entitled to rescind this Agreement, if the final decree from the land transfer
authority has not been issued before 31 July 2008.


 


6.3                       The Trustee-Agent
shall repay the principal amounts credited with the trustee-accounts plus
interest accrued thereon, minus Capital Transfer Tax und fees for the opening, 


 


 


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maintaining and closing of this trustee-account, to an
account designated in writing by the Purchaser, provided, however, that the
Purchaser has rescinded this Agreement.


 


7.                            Authorisation,
Instruction


 


7.1                     The Parties authorise and instruct DORDA BRUGGER JORDIS Rechtsanwälte
GmbH, Dr. Karl Lueger-Ring 10, 1010 Vienna, to take all actions necessary
for the consummation of this Agreement, to represent each of them in
proceedings before authorities and court in matters, directly or indirectly
relating to this Agreement, in particular, but not limited to, in proceedings
before the land transfer authority, the tax authority and the land register.


 


7.2                     Further, the parties in power and authorize DORDA BRUGGER JORDIS
Rechtsanwälte GmbH, Dr. Karl Lueger-Ring 10, 1010 Vienna, free from the
prohibition of double representation and self contracting, to arrange
everything necessary concerning the registration in the land register, in
particular but not limited to, to make all declarations and to file
applications with the land registry, to apply for blocking orders concerning
the intended sale of the real state pursuant to section 1, to establish
applications and addendums to this agreement, also in form of notarial deeds,
to file applications with courts and authorities, to amend or change these
documents, and to receive mail and to settle everything necessary and useful
relating to the sale of the afore mentioned plots.


 


7.3                     The authorizations according to section 3.4, section 7.1 and 7.2 expire
with date of the registration of the title relating to the Property for the
purchaser.


 


8.                            Statement
by Purchaser


 


                                      Purchaser is an Austrian
partnership (Offene Erwerbsgesellschaft; GmbH &
Co OEG), with the seat in Oberwaltersdorf and registered with
commercial register of the commercial court Wiener Neustadt; unlimited partner of
the Purchase is MAGNA Metalforming AG with the seat in Oberwaltersdorf, registered
in a commercial register of the commercial court Wiener Neustadt and MAGNA
Projektentwicklungs GmbH with the seat in Oberwaltersdorf, registered in a
commercial register of the commercial court Wiener Neustadt. Foreigners in the
meaning of the Act on Land Transfer of the province of Lower Austria 2007 (Niederösterreichisches Grundverkehrsgesetzes 2007) do not
hold a substantial share in Purchaser.


 


9.                            Miscellaneous


 


9.1                     This agreement correctly
and fully sets out the agreement of the Parties; there are no oral agreements.


 


9.2                     Amendments and/or
changes of this Agreement shall be made in writing to be effective; this shall
also apply to any waiver of this written form requirement.


 


9.3                     The Parties confirm that
the consideration of either Party is reasonable; and that the right to rescind
this Agreement for whatsoever reasons and on whatsoever grounds is waived.


 


 


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9.4                     If any term of this
agreement becomes null, unenforceable and/or invalid, this shall not result in nullity,
unenforceability and/or invalidity of the entire agreement. In this event, the
parties shall endeavour to replace the null, invalid and/or unenforceable term
by a valid and enforceable term that closes and reflects the purpose of term to
be replaced.


 


9.5                     All rights and obligations
arising out of this Agreement shall pass to the successors of the Parties and
shall be transferred to such successors.


 


9.6                     Headings shall be for
ease of reference only and shall in no way limit or modify such term.


 


9.7                     The Parties declare and
agree that they have jointly drafted, drawn up and negotiated each term of this
Agreement; this shall also apply, if the content and/or the construction of a
term is unclear and/or ambiguous. The applicability of section 915 ABGB (Austrian
Civil Code) is hereby expressly waived.


 


10.                     Costs /
Fees


 


10.1                     All costs and
fees related to the execution and the registration of this Agreement with the
land register, in particular real estate transfer taxes, shall be born by Purchaser;
Purchaser has also given the instruction to draw up this Agreement.


 


10.2                     Each Party shall bear
the costs relating to the drawing up of this Agreement as well as relating to
its advice.


 


11.                     Copies


 


This Agreement is executed in one single deed Purchaser
shall be entitled to keep this deed after the registration in the land
register. Seller shall receive a single copy.


 


Appendix


1.4                                extracts from the land register


 


	
  Oberwaltersdorf, this day of 21 December 2007

  	
   

  	
  Oberwaltersdorf, this day of 21 December 2007

  
	
   

  	
   

  	
   

  
	
  on behalf of

  MEC Grundstücksentwicklungs GmbH

  	
   

  	
  on behalf of

  MP MAGNA Projektentwicklungs GmbH & 

  Co OEG

  
	
   

  	
   

  	
   

  
	
  Manfred Rottensteiner

  Stefan Wierzbinski

  	
   

  	
  Dietmar Perger

  Wolfgang Breitfuss

  



 


 


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