Ad-hoc | 18 September 2003 08:38

Carl Zeiss Meditec AG english

Capital increase by up to ten per cent Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– -NOT FOR DISTRIBUTION IN THE USA, CANADA AND JAPAN- Exclusion of shareholders’ subscription rights in accordance with § 186 III 4 of the German Stock Corporation Act – Increase of free float targeted With the agreement of the Supervisory Board, the Management Board of Carl Zeiss Meditec AG decided today to increase the company’s share capital, excluding shareholders’ subscription rights. The capital increase is to be carried out against cash contributions and with partial utilisation of the authorised capital. A total of 2,583,329 new bearer shares are to be issued in a public offering in Germany and a private international placement (no placement in the USA, Canada and Japan), using an accelerated bookbuilding. This will see the share capital of Carl Zeiss Meditec AG rise by EUR 2,583,329 from EUR 25,833,300 to EUR 28,416,629. Lead manager of this transaction is Commerzbank. In order to increase the free float as announced, the Carl Zeiss Group is accepting a dilution of its stake in Carl Zeiss Meditec and will not be applying for any shares in the capital increase. A greenshoe of 400,000 shares is being made available from the shares owned by the Carl Zeiss Group. The Carl Zeiss Group has also signed a market-protection agreement with Commerzbank. This obliges the Group to sell Carl Zeiss Meditec AG shares only with the agreement of Commerzbank over the next six months Contact: Carl Zeiss Meditec AG, Jens Brajer/Investor Relations, Göschwitzer Str. 51-52, D-07745 Jena, Telefon +49 (0)3641-220-105, Fax: +49 (0)3641-220-117, E-mail: investors@meditec.zeiss.com end of ad-hoc-announcement (c)DGAP 18.09.2003 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: About Carl Zeiss Meditec Carl Zeiss Meditec AG is one of the world’s leading solution providers in the field of ophthalmology. Its product line includes diagnostic and therapy systems for all four main fields of application on the eye: refraction, cataract, glaucoma and retinal disorders. Carl Zeiss Meditec AG has strong, long-established distribution channels across the globe. Its presence in the USA is of particular importance. Here, the corporation occupies a dominant market position with its own subsidiary, Carl Zeiss Meditec, Inc. in Dublin, California (formerly Humphrey Systems). Carl Zeiss Meditec AG has also had its own subsidiary in Japan, the largest market after USA. Considerable growth potential exists in the market for ophthalmic products. As a market leader with broad technological competency and innovative product applications, Carl Zeiss Meditec AG will continue to expand its position in future. Legal notes This announcement is made purely for information purposes and does not represent an offer or an invitation to submit an offer for the purchase of shares in Carl Zeiss Meditec AG, or a promotion of a share offer. The distribution of this announcement and the offer and sale of Carl Zeiss Meditec AG shares may be restricted in certain jurisdictions. Persons receiving or reading this announcement should inform themselves with regard to these restrictions and observe them. This announcement does not represent an offer, or an invitation to submit an offer for the purchase of shares in Carl Zeiss Meditec AG, or promotion of a share offer in the USA. The offer and the sale of Carl Zeiss Meditec AG shares have not been, and will not be, registered in accordance with the U.S. Securities Act of 1933 in its current version, and, in accordance with the U.S. Securities Act, they may not be offered or sold without registration or exemption from the registration requirements. ——————————————————————————– WKN: 531370; ISIN: DE0005313704; Index: Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 180838 Sep 03