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RHÖN-KLINIKUM AG | 04/27/2005

ad hoc announcement in accordance with §15 WpHG

At its meeting today the Supervisory Board adopted the agenda items for the Annual General Meeting to be held on 20 July 2005. Among other things, the Board of Management and the Supervisory Board propose the following:

1) Re. agenda item 9: 
“The share capital of the Company shall be increased ... from EUR 25,920,000.00 by EUR 25,920,000.00 to EUR 51,840,000.00 by conversion of a partial amount ... of “other retained earnings” stated under “retained earnings. ...The capital increase shall be effected by issuing 17,280,000 new ordinary bearer shares (non-par shares), each having an arithmetic interest in the share capital of EUR 1.00, to the ordinary shareholders, and by issuing 8,640,000 new bearer non-voting preference shares (non-par shares), each having an arithmetic interest in the share capital of EUR 1.00, to the preference shareholders. ...“ 

2) Re. agenda item 10: 
“a) The non-voting preference bearer shares shall be converted into voting ordinary bearer shares in that the preference of the non-voting preference shares as stipulated in Section 6 Clause 1 sentence 1 and Section 21 Clauses 1 and 2 of the Articles of Association is ended. ...“
b) At the same time the majority for resolutions amending the Articles of Association pursuant to Section 17 Clause 4 of the Articles of Association shall be increased from currently over 76% of the share capital represented upon adoption of the resolution to over 90% of the share capital represented upon adoption of the resolution.“

Both measures serve to make the shares more attractive for the stock market and will be explained tomorrow at the Results Press Conference (10 a.m., MARITIM Hotel – Room Maritim II, C1 level / Theodor-Heuss-Allee 3, 60486 Frankfurt).