Further decisions on the squeeze-out procedure and control and profit-and-loss agreement

2006-04-07, 12:45 a.m.

RAG Projektgesellschaft mbH, Essen, Germany, today notified the Board of Management of Degussa AG, Dusseldorf, that it has set the cash compensation payment for the transfer of shares held by minority shareholders of Degussa AG (squeeze-out) at EUR 42.66 per no-par share in Degussa AG. The compensation payment has been set on the basis of an expert opinion prepared by KPMG on the valuation of Degussa AG.

Further, Degussa AG today agreed with RAG Projektgesellschaft mbH on the content of a control and profit-and-loss transfer agreement to be concluded between the parties. It provides for a gross annual compensation payment of EUR 2.15 per no-par share (currently EUR 1.87 net) to minority shareholders in accordance with Section 304 of the German Stock Corporation Act (AktG) and a one-off cash payment of EUR 42.66 per no-par share in accordance with Section 305 AktG. These amounts were also agreed by the management of RAG Projektgesellschaft mbH and the Board of Management of Degussa AG on the basis of an expert opinion prepared by KPMG on the valuation of Degussa AG.

The control and profit-and-loss transfer agreement and squeeze-out both have to be approved by a Shareholders’ Meeting of Degussa AG. It is planned to put the resolutions on the control and profit-and-loss transfer agreement and the squeeze-out to the Annual Shareholders’ Meeting of Degussa AG in Dusseldorf on May 29/30, 2006. The Supervisory Board of Degussa AG will take a decision on these proposed resolutions and on whether to approve the control and profit-and-loss transfer agreement at its meeting on April 13, 2006.