RHÖN-KLINIKUM AG | 08/02/2005

Capital increase from company funds

The Annual General Meeting of our Company on 20 July 2005 resolved, among other things, the capital increase from company funds. The capital increase will 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. The share capital of the Company in future will amount to EUR 51,840,000.00 (previously EUR 25,920,000.00). The new shares will be issued in the ratio of 1:1. The new ordinary and preference shares will participate in the Company's profit from 1 January 2005. The non-voting preference shares are issued with a dividend preference pursuant to the Articles of Association.

The amendment to the Articles of Association was entered in the Commercial Register of the Local Court of Schweinfurt on 28 July 2005.

Shareholders whose ordinary or preference shares are held in deposit with a bank (collective deposit or jacket deposit) do not have to do anything to receive the respective stock dividends. The receipt of the stock dividends will be at no cost for the shareholders.

Shareholders who hold their shares themselves are kindly requested to submit dividend coupon no. 7 of the old ordinary shares or, as the case may be, of the old preference shares, evidencing entitlement to the stock dividends from 4 August 2005 during normal banking hours to their depositary bank or to a branch of Bayerische Hypo-und Vereinsbank Aktiengesellschaft in order to receive new ordinary or preference shares in a ratio of 1:1.

By operation of law the new shares (stock dividends) are admitted to official trading on the stock exchanges of Frankfurt am Main and Munich. From 4 August 2005 they will be available in the same way as the old ordinary shares and preference shares and will be included in the listing of those shares. 

For the conversion of the non-voting preference shares into ordinary shares (in a ratio of 1:1) also resolved by the Annual General Meeting, the Company is currently in talks with Deutsche Börse to co-ordinate and speed up the procedure required by the statutory provisions in force since 1 July 2005. As soon as the probable conversion date is known the Company will publish this in a further press release. “We regret this delay, but will do everything in our power so that we can carry out the share conversion as soon as possible “, explained Wolfgang Pföhler, chairman of the Board of Management of the Company.