Ad-hoc | 11 November 2004 11:38

Ad hoc: Executive boards of Continental and Phoenix agree on exchange ratio

Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Ad hoc: Executive boards of Continental and Phoenix agree on exchange ratio Based on an appraisal carried out by Ernst & Young AG, the executive boards of Continental Aktiengesellschaft and Phoenix Aktiengesellschaft have agreed, with regard to the proposed conclusion of a domination and profit and loss absorption agreement between Continental’s subsidiary ContiTech Holding GmbH (in future: Conti Tech AG) and Phoenix Aktiengesellschaft and with regard to the proposed merger of Phoenix Aktiengesellschaft upon ContiTech AG, on the valuation of these two companies and the exchange ratio. According to the mutually approved valuation, Continental Aktiengesellschaft, which currently (indirectly) holds 75.73 % of the Phoenix voting stock, will hold 95.78 % of the voting stock of ContiTech AG after the merger having become effective. Upon the merger, Phoenix shareholders will receive one no-par-value share of ContiTech AG having a per share nominal value equal to EUR 1.00 in exchange for each no-par-value share of Phoenix Aktiengesellschaft having a per share nominal value equal to EUR 2.60. Both upon the entry into force of the merger agreement and upon the entry into force of the domination and profit and loss absorption agreement, ContiTech AG will offer the shareholders of Phoenix Aktiengesellschaft to acquire their Phoenix shares against payment of a compensation in the amount of EUR 18.89 per Phoenix no-par-value share. The conclusion of the domination and profit and loss absorption agreement and the merger agreement including the aforementioned valuation and the aforementioned exchange ratio are subject to the approval of the supervisory board and the general meeting of shareholders of Phoenix Aktiengesellschaft and of the corresponding organs of the future ContiTech AG. end of ad-hoc-announcement (c)DGAP 11.11.2004 ——————————————————————————– WKN: 543900; ISIN: DE0005439004; Index: DAX Listed: Amtlicher Markt in Frankfurt (Prime Standard), Hamburg, Hannover und Stuttgart; Freiverkehr in Berlin-Bremen, Düsseldorf und München; Wien und Swiss Exchange (Hauptsegment); Börse Luxembourg 111138 Nov 04