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STADA securities
STADA Arzneimittel AG
Bad Vilbel
- WKN 725 180 -
- ISIN DE 0007251803 -
Official announcement to our shareholders
concerning the increase in the company's issued capital stock from
existing funds and request to collect bonus shares
(This is a non-binding translation of the original German version.)
Our company's Annual Shareholders' Meeting on June 15, 2004 resolved, among other things, to increase the company's issued capital stock from its existing funds by EUR 69,408,066.00 from EUR 69,408,066.00 to EUR 138,816,132.00 by converting EUR 43,930,856.44 of the capital reserve reported on the balance sheet as of December 31, 2003 and EUR 25,477,209.56 of the other retained earnings reported on the balance sheet as of December 31, 2003. STADA will carry out the capital increase by issuing 26,695,410 registered shares of restricted transferability, each share representing EUR 2.60 of the company's issued capital stock (hereinafter referred to as "bonus shares"). The bonus shares carry dividend rights as from the beginning of the fiscal year 2004. This resolution was entered in the commercial register of the local court in Frankfurt am Main, registration department Bad Vilbel, on July 28, 2004.
Our company's shareholders are entitled to receive one bonus share, each with a nominal amount of EUR 2.60 for every existing share with a nominal amount of EUR 2.60 they already hold.
Shareholders in our company who hold their existing shares in their own custody are requested to collect their bonus shares from DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, acting through dwpbank Deutsche WertpapierService Bank AG, Wildunger Strasse 14, 60487 Frankfurt am Main, Germany (Ms. Göttel, division securities counter 2), by submitting profit participation certificate no. 11, which serves as proof of entitlement, via a bank during the usual hours of business on or after August 2, 2004. This applies to effective common share certificates in the form of registered shares of restricted transferability still held in the shareholders' own custody.
The bonus shares created by the capital increase from existing funds are evidenced by a global certificate deposited with Clearstream Banking AG, Frankfurt am Main. It is not possible for the bonus shares to be delivered in the form of effective share certificates so that shareholders can hold them in their own custody, as STADA's articles of incorporation exclude any entitlement to receive individual share certificates. Shareholders who hold their existing common shares in their own custody must therefore specify a securities account when submitting the profit participation certificate in order to receive their bonus shares. The bonus shares have the same securities identification numbers as the existing shares (WKN 725180, ISIN DE 0007251803).
As the company's preferred shares were converted into common shares in 2001, the effective preferred share certificates still held in the shareholders' own custody must be exchanged for common shares and deposited in a securities account at a bank so that the bonus shares can be collected. The respective bonus shares will then be credited by the banks.
The bonus shares are admitted to trading on the official market of the stock exchanges in Frankfurt am Main and Düsseldorf pursuant to section 33 (4) of the Introductory Act to the German Stock Corporation Act (EGAktG). Trading in these shares is scheduled to commence on August 2, 2004. Trading in the existing shares (ex scrip) will commence on the same day.
The bonus shares will be issued free of charge to shareholders.
Shareholders whose existing shares are held in special securities deposit or in collective securities account at a bank are not required to take action to collect their bonus shares.
If bonus shares are not collected within one year of the publication of this official announcement, we are entitled and obliged pursuant to section 214 (2) and (3) of the German Stock Corporation Act (AktG) - after we have issued three warnings - to sell the uncollected bonus shares at their market price for the account of the parties concerned one year after the final warning is issued.
Bad Vilbel, July 2004
The Executive Board
