Ad-hoc | 30 September 2000 09:09

Ad hoc-Service: MLP AG MLP AG / English

Ad-hoc announcement sent by DGAP. The sender is solely responsible for the contents of this announcement. —————————————————————————— MLP AG plans unified Capital Structure Capital and ownership structure to be further enhanced Heidelberg, 30 September 2000 – MLP AG Heidelberg is to undertake a major revision of its capital structure, with the aim of aligning its ownership and organisational structure with the future business strategy and targets of its member companies. MLP plans to unify its share capital, as a result of which its current preference share capital will cease to exist. At the same time, MLP will buy out the minority interests in its subsidiaries, by means of a share increase in the Parent. No cash payment is involved. The object of the measures is to underpin the future dynamic development of MLP, with a flexible modern capital structure, and, at the same time, to enable all shareholders to participate on equal terms in the future success of the Group. In addition, MLP’s new structure represents the best practice in international corporate governance. Preference shares will be converted into ordinary shares at an exchange ratio of 1 for 1 MLP will propose to an EGM on 17th November that the current 39.6m preference shares be converted into an equal number of ordinary shares, following which the Company’s issued capital will comprise some 79.2m ordinary shares. Capital increase of up to 37,25 percent At the same time, MLP will streamline and focus its ownership structure, by buying out the minority interests in MLP Lebensversicherung AG, MLP Vermögensverwaltung AG, MLP Versicherung AG and MLP Login GmbH in exchange for new shares in MLP AG. For purposes of this transaction, the additional authorised capital will enable the Management Board of MLP AG, in conjunction with the Supervisory Board, to undertake the necessary capital increase of up to Euro 29.5m by issuing up to 29.5m ordinary shares. The holdings of minority shareholders in the subsidiaries will be exchanged against shares from the increased authorised capital. For purposes of this transaction, the individual Group member companies have been valued on the basis of an analysis of their expected future business development and growth potential. In order to reflect the benefit accruing to the holders of the minority interests in the subsidiaries, who will receive a liquid, quoted share in exchange for an unquoted security, a substantial discount has been applied to the valuation of the minorities being acquired. Currently, MLP AG owns 42 percent of MLP Lebensversicherung AG and some 50% of the other partially owned subsidiaries. The remaining shares in the subsidiaries are held by consultants, employees and the major family shareholders. MLP’s market capitalisation increases substantially as a result of this capital issue. This will further strengthen the potential claim of MLP shares for further membership of the leading European indices. The planned EGM of MLP AG on 17th November will be required to authorise the proposed measures. Fox-Pitt, Kelton (“FPK”), London, a leading specialist investment bank in the financial institutions sector, has been appointed by MLP AG as its advisor. FPK will provide the Supervisory Board and the Management Board of MLP AG with an opinion as to the fairness of the terms of the transaction for MLP AG shareholders. Investor Relations: Jutta Funck Tel.: +49 (0) 62 21-3 08-3 30 Fax: +49 (0) 62 21-3 08-2 58 Mobil: +49 (0) 1 72-6 26 54 46 E-Mail: jutta.funck@mlp-ag.com End of Message