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STADA Annual General Meeting

Voting results of the Annual General Meeting of June 10, 2009

(TRANSLATION FROM THE GERMAN LANGUAGE – FOR CONVENIENCE ONLY)

The share capital with voting rights (a total of 58,655,352 shares with voting rights) was represented with 12,857,293 shares with voting rights, which corresponds to 12.92%.

Item 1 on the agenda

Submission of the adopted annual financial statements and the consolidated annual financial statements as at December 31, 2008, together with the management report and the consolidated management report with the explanatory report of the Executive Board regarding the statements pursuant to section 289, para. 4, section 315, para. 4 of the German Commercial Code (Handelsgesetzbuch - HGB) as well as the report of the Supervisory Board for the 2008 financial year.

No voting

Item 2 on the agenda

Resolution on the appropriation of the annual balance sheet profits

The Executive Board and the Supervisory Board propose to allocate the annual balance sheet profits of the 2008 financial year in the amount of EUR 34,193,594.38 as follows:

1.	Dividend distribution of EUR 0.52 per share	EUR 30,500,783.04
2.	Balance carried forward to new account	EUR   3,692,811.34
Balance sheet profits		EUR 34,193,594.38

The dividend shall be paid out on June 11, 2009. The payment of the dividend shall be effected to shareholders who hold their shares in self-custody against submission of dividend coupon no. 16.

Voting result
Voting 'Yes': 99.4135%

Item 3 on the agenda

Resolution formally granting discharge (Entlastung) to the members of the Executive Board for the 2008 financial year  

The Executive Board and the Supervisory Board propose that discharge (Entlastung) be granted to the members of the Supervisory Board for the 2008 financial year.

Voting result
Voting 'Yes': 97.7443%

Item 4 on the agenda

Resolution formally granting discharge (Entlastung) to the members of the Supervisory Board for the 2008 financial year

  
The Executive Board and the Supervisory Board propose that discharge (Entlastung) be granted to the members of the Supervisory Board for the 2008 financial year.

Voting result
Voting 'Yes': 97.8829%

Item 5 on the agenda

Appointment of the auditor for the 2009 financial year

The Supervisory Board proposes that PKF Deutschland GmbH, Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor for the 2009 financial year and for the audit review of fi-nancial reports in the course of the year for the 2009 financial year.

Voting result
Voting 'Yes': 98.7059%

Item 6 on the agenda

Cancellation of the existing authorisation to acquire and dispose of own shares; new resolution on the authorisation to acquire and dispose of own shares

By means of a resolution of the Annual General Meeting dated June 10, 2008, the company is authorised, pursuant to section 71, para. 1, no. 8 of the German Stock Corporation Act (Aktiengesetz – AktG), to acquire own shares to a maximum amount of 10 % of the share capital ex-isting at the time when the resolution is passed.

To the extent that the existing authorisation has not been utilised, it shall be cancelled upon the con-clusion of this Annual General Meeting and under the provision that this item 6 on the agenda has been resolved by the Annual General Meeting, and shall be replaced by a further authorisation valid for 18 months, namely, until and including December 10, 2010.

The Executive Board and the Supervisory Board propose to pass the following resolution:

1. The current authorisation of the Executive Board to acquire and dispose of own shares pursu-ant to the Annual General Meeting resolution dated June 10, 2008 in relation to item 6 on the agenda thereof, shall be cancelled effective at the end of the day of this Annual General Meeting, to the extent to which the existing authorisation has not been utilised.
     
2. Effective at the end of the day of this Annual General Meeting, the Executive Board shall be authorised, in accordance with section 71, para. 1, no. 8 of the German Stock Corporation Act, to acquire own shares to a maximum amount of up to 10 % of the present share capital. The authorisation may be utilised at one time or repeatedly, in whole or in partial amounts, in fulfilment of one or more aims by the company or by third parties for the account of the company. Together with other own shares that are either held by the company or have to be added to shares the company holds according to sections 71a et seq. of the German Stock Corporation Act, the acquired shares may at no time exceed 10 % of the share capital. The authorisation shall become effective on June 11, 2009 and shall be valid until and including December 10, 2010.
     
3. The shares may, at the discretion of the Executive Board, be acquired via the stock exchange or by way of a public tender offer to all shareholders of the company.
     
   • If the shares are acquired via the stock exchange, the consideration per share paid by the company (excluding ancillary acquisition costs) may neither exceed nor fall short by more than 10 % of the opening price of the company´s share on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Ex-change on the trading day.
       
   • If the shares are acquired by way of a public tender offer to all of the shareholders of the company, the purchase price offered or the limits of the purchase price range per share (excluding ancillary acquisition costs) may neither exceed nor fall short by more than 20 % of the average closing price of the company’s share on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Ex-change on the last three trading days prior to the public announcement of the offer. In the event, however, that after the public announcement of the offer significant variances in the applicable price occur, then the offer may be adjusted. In this case any adjustment will be made based on the average closing price on the last three trading days prior to the publication of the adjustment. The volume of the offer may be limited. Where the offer has been oversubscribed, then the acceptance must be in proportion to the respec-tive shares offered. Preferential acceptance of smaller numbers of shares of up to 100 shares offered for the acquisition per shareholder may be provided for.
       
4. The Executive Board is authorised, subject to the approval of the Supervisory Board, to utilize shares of the company that have been acquired, on the basis of this authorisation or an au-thorisation issued at an earlier date, for the following purposes:
     
   • The shares may also be disposed of in ways other than through the stock exchange or through a tender offer to all shareholders provided the shares are sold at a price against cash payment which is not significantly lower than the average closing price of the shares of the company on the electronic XETRA trading system (or a comparable suc-cessor trading system) on the Frankfurt Stock Exchange on the last three trading days prior to the disposal. This authorisation shall apply under the condition that the shares sold under this authorisation must not exceed 10 % of the share capital in total, namely, neither at the time of the authorisation becoming effective, nor at the time of the authori-sation being exercised. The maximum level of 10 % decreases by the corresponding amount of share capital accounted for by those shares that are issued during the term of this authorisation as part of a capital increase under exclusion of subscription rights pursuant to section 186, para. 3, sentence 4 of the German Stock Corporation Act. The maximum level of 10 % decreases further by the corresponding amount of share capital that is accounted for by those shares that are issued or are to be issued in order to ser-vice bonds with conversion or option rights, insofar as the bond was issued during the term of this authorisation under exclusion of subscription rights within section 186, para. 3, sentence 4 of the German Stock Corporation Act applying mutatis mutandis.
       
   • The shares may be disposed of against a contribution in kind, in particular in connection with mergers between undertakings and the acquisition of business undertakings, divisions of business undertakings and participations in business undertakings.
       
   • The shares may be offered for sale to individuals who are employed by the company or any of its affiliated companies.
       
   • The shares may be used to fulfil obligations of the company based on bonds with warrants and/or convertible bonds that are issued or guaranteed in the future.

Authorisation may be exercised in whole or in part, on one or more occasions, in pursuit of one or more purposes. In this respect, the subscription right for the shareholders to these own shares is ex-cluded. In addition, the Executive Board, with the approval of the Supervisory Board and in the case of a disposal of own shares within the scope of a tender offer to all shareholders of the company, may exclude the subscription rights for fractional amounts.

The Executive Board shall further be authorised to redeem the acquired own shares with the approval of the Supervisory Board without passing an additional shareholders' resolution.

Voting result
Voting 'Yes': 95.6641%