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Monday, April 12, 2010

Germany1 Acquisition Ltd Changes Its Name to 3WPower Holdings Limited and Starts Trading under That Name on April 19

Germany1 Acquisition Ltd Changes Its Name to 3WPower Holdings Limited and Starts Trading under That Name on April 19

ZWANENBURG, The Netherlands--(Investorideas.com renewable energy/green newswire )Regulatroy News:

Germany1 Acquisition Limited (“Germany1” Euronext: “GAL1 S”), the holding company of AEG Power Solutions, today announced the approval of the resolutions of the Shareholders meeting of April 9.

Guernsey Shareholders Meeting of 9 April: Migration

The first of two extraordinary general meetings of shareholders to complete the migration of the registered office of Germany1 Acquisition Limited (the "Company") from Guernsey to Luxembourg (the "Migration") took place on 9 April 2010 at the registered office of the Company in Guernsey. The shareholders approved all resolutions proposed to them, including the following resolutions:
1. a special resolution to approve the change of the name of the Company from “Germany1 Acquisition Limited” to “3W Power Holdings Limited”;
2. a special resolution to approve the removal of the Company from the Register of Companies in Guernsey, for the purposes of the Migration; and

3. a special resolution to approve the move of the registered office of the Company from Guernsey to Luxembourg, pursuant to the Migration.

Luxembourg Shareholders Meeting
The Company will soon notify its shareholders of the second extraordinary general meeting of shareholders of 3W Power Holdings Limited (to be renamed 3W Power Holdings S.A.), which will be held in May 2010 to deliberate upon the following agenda:

1. transfer of the registered office of the Company from Guernsey to Luxembourg, ratification of the transfer of the place of the registered office and the principal place of business (principal établissement) of the Company from Guernsey to Luxembourg and change of the nationality of the Company;

2. adoption of the form of société anonyme for the purposes of Luxembourg law;

3. change of the name of the Company from 3W Power Holdings Limited into 3W Power Holdings S.A.;

4. determination of the share capital of the Company based on a par value of €0.25 per share to comply with Luxembourg companies law. This will result in a conversion of EUR 12,520,006 - share premium into the share capital of the Company;

5. confirmation of the valuation report of an independent auditor, all the assets and all the liabilities of the Company, without limitation, remaining in the ownership in their entirety of the Company by universal transfer of law (transfert d’universalité) and acknowledgement of the share capital of the Company;

6. adoption of the interim closing balance sheets of the Company;

7. adoption of the opening balance sheet and the accounts of the Company;

8. confirmation of the mandate of the members of the current board of directors;


9. appointment of the independent auditor;


10. determination of the registered office and address of the Company; and

11. complete restatement of the Company’s articles of incorporation.

Conversion of Class A Shares
As part of the acquisition of the AEG Power Solutions Group, the selling shareholders were issued shares in Germany1. These shares were divided equally into Class A and Class B shares and were subject, respectively, to lock up periods of six months and one year from the date of closing of the acquisition (10 September 2009). The six month period in respect of the Class A shares ended on 9 March 2010 and the Company is currently in the process of converting the Class A shares into ordinary shares of the Company.



These converted shares are expected to be admitted to listing and trading on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”) on or about 13 April 2010. As of today, 7,869,658 Class A shares have been converted to ordinary shares and will shortly be admitted to listing and trading on Euronext Amsterdam. The Company expects to complete the conversion of the remaining Class A shares in the coming weeks, following which these converted shares will also be admitted to listing and trading on Euronext Amsterdam. Following such completion, the aggregate amount of capital admitted to listing and trading on Euronext Amsterdam will amount to 39,225,558 ordinary shares, corresponding to an equal amount of voting rights.



Trading on Euronext Amsterdam under the new name “3W Power Holdings Limited”



Trading under the new name and new symbols on Euronext Amsterdam is expected to commence on 19 April 2010.



The ISIN numbers of the ordinary shares, being GG00B39QCR01, and the warrants, being GG00B39QCZ84, remain unchanged. The trading symbols for the ordinary shares and the warrants will become “3WP” and “3WPW” respectively as per 19 April 2010.



About AEG Power Solutions



AEG Power Solutions is a world leader in premium power electronics. It offers one of the most comprehensive product and service portfolios in the world in power supply and control, and caters to a customer base spanning the energy, telecom, transportation and general industry sectors. The company specializes in back-up power solutions for mission-critical facilities in harsh environments, such as nuclear power plants, offshore oil rigs and utility-scale renewable energy plants. It also provides solutions that will enable distributed power generation and smart, micro grids. AEG PS is renowned for engineering excellence and benefits from over a century of expertise. Based near Amsterdam in the Netherlands, the company has more than 1,500 employees in 16 countries and generated revenue of approximately €400 million in 2009.



AEG Power Solutions became a public company in 2009 following a business combination with Germany1 Acquisition Limited. Shares in the combined company are listed on Euronext Amsterdam under the ticker symbol “GAL1 S.”



For more information: www.aegps.com



This communication does not constitute an offer or the solicitation of an offer to buy, sell or exchange any securities of Germany1. This communication contains forward-looking statements which include, inter alia, statements expressing our expectations, intentions, projections, estimates, and assumptions. These forward-looking statements are based on the reasonable evaluation and opinion of the management but are subject to risks and uncertainties which are beyond the control of Germany1 and, as a general rule, difficult to predict. The management and the company cannot and do not, under any circumstances, guarantee future results or performance of Germany1 and the actual results of Germany1 may materially differ from the information expressed or implied in the forward looking statements. As a result, investors are cautioned against relying on the forward looking statements contained herein as a basis for their investment decisions regarding Germany1.





Germany1 undertakes no obligation to update or revise any forward looking statement contained herein.
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