RHÖN-KLINIKUM AG / Capital Increase/Letter of Intent

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.


- AD HOC NOTICE -  

RHÖN-KLINIKUM AG, Bad Neustadt a.d.Saale:

Planned increase in registered share capital from Company funds and
re-division of registered share capital (stock split)
 
Bad Neustadt a.d.Saale, 23 April 2007 ----- The Board of Management and the
Supervisory Board have jointly resolved to submit to the shareholders at
the Annual General Meeting to be held on 31 May 2007 the following
proposals to be voted on and have published this in today’s invitation.

Under no. 9 of the Agenda Items: Resolution on the increase in the
registered share capital from Company funds and on the amendment of Section
4 of the Articles of Association (Registered share capital)

The Company has capital and profit reserves of significant amount. To
ensure a company strategy oriented on the long term and to sustainably
expand the registered share capital base, the Board of Management and the
Supervisory Board deem it expedient to increase the registered share
capital from Company funds by a reasonable amount.

The Board of Management and the Supervisory Board propose to adopt the
following resolutions:

a)The share capital of the Company in the amount of € 51,840,000.00, in
accordance with the provisions of the Stock Corporation Act on capital
increases from company funds (Sections 207 et seq. AktG), shall be
increased by € 207,360,000.00 to € 259,200,000.00 by conversion of a
partial amount of € 207,360.000.00 of ‘other retained earnings’ stated in
the annual balance sheet at 31 December 2006 under ‘retained earnings’ into
registered share capital. The capital increase shall take place without the
issue of new shares; it shall be based on the approved annual balance sheet
at 31 December 2006 which is provided with an unqualified auditor’s report
by the Company’s auditors, PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.

b)With the taking effect of the registration of the aforementioned capital
increase resolution, Section 4 sentence 1 of the Articles of Association
(Registered share capital) is restated as follows:

'The Company’s registered share capital amounts to € 259,200,000.00 (in
words: two hundred and fifty-nine million two hundred thousand euros).'

Under no. 10 of the Agenda Items: Resolution on the re-division of the
registered share capital (stock split) and the amendment of Section 4 of
the Articles of Association (Registered share capital)

After resolution and execution of the capital increase from Company funds
proposed under Agenda Item 9, the Company’s registered share capital will
amount to € 259,200,000.00 and will be divided into 51,840,000 ordinary
shares. Each of the 51,840,000 shares will then have a nominal value in the
registered share capital of € 5.00.

In view of the liquidity of the share and an even broader group of
investors, the Board of Management and the Supervisory Board propose a
re-division of the registered share capital (stock split) in a ratio of
1:2. This doubles the number of shares without any new funds being
allocated to the Company. A stock split as a rule results in the stock
market price for a single share of the Company being reduced nominally
without the Company’s stock market value being thereby decreased. After
re-division of the share capital a single share’s nominal value in the
registered share capital amounts to € 2.50.

The Board of Management and the Supervisory Board propose to adopt the
following resolutions:

a)After recording of the capital increase resolution pursuant to Agenda
Item 9 in the commercial register, the registered share capital of the
Company pursuant to Section 4 sentence 1 of the Articles of Association in
the amount of € 259,200,000.00, divided into 51,840,000 non-par bearer
shares, shall be re-divided into 103,680,000 non-par bearer shares by way
of a stock split in the ratio of 1:2. One non-par share having a pro rata
value in the registered share capital of € 5.00 shall thus be replaced by
two non-par shares having a pro rata value in the Company’s share capital
of € 2.50 attributable to one share.

b)After recording of the capital increase resolution pursuant to Agenda
Item 9 in the commercial register, Section 4 sentence 2 of the Articles of
Association (Registered share capital) shall be amended under lit. a)
pursuant to the foregoing resolution and restated as follows:

'It is divided into 103,680,000 no-par shares.'

c)The Board of Management is instructed to notify the amendment to the
Articles of Association under the foregoing lit. b) for recording in the
commercial register only when the capital increase from company funds
resolved under Agenda Item 9 has been recorded in the commercial register.



Information and Explaination of the Issuer to this News:

Informationen zur Befreiung der Veröffentlichung für den Zeitraum
18.4.-22.4.2007

Sallwey & Partner
Brigitte Sallwey
Telemannstr. 18
D-60323 Frankfurt/Main
Tel.: (+49)069-97203628


DGAP 23.04.2007 

 
Language:     English
Issuer:       RHÖN-KLINIKUM AG
              Schlossplatz 1
              97616 Bad Neustadt a.d.Saale Deutschland
Phone:        +49 (0)9771 - 65-0
Fax:          +49 (0)9771 - 97 467
E-mail:       fire.ir@rhoen-klinikum-ag.com
www:          www.rhoen-klinikum-ag.com
ISIN:         DE0007042301
WKN:          704230
Indices:      MDAX
Listed:       Amtlicher Markt in Frankfurt (Prime Standard), München;
              Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, Stuttgart
 
End of News                                     DGAP News-Service