 No longer Member of the Executive Board (1) · Con­vert­ible bonds Hrb31 Oct 2006 German Trade Register Announcements, Germany (10/10/2006)

plenum AG, Wiesbaden (

Unnamed street ??, 65203 Wiesbaden, Germany

). The Annual General Meeting of July 3, 2006 decided to amend Section 5 by recasting paragraph 3 (authorized capital) and inserting paragraph 4a (conditional capital II). No longer a board member: ?????, ?????, Herrenberg, *??.??.????. By resolution of the Annual General Meeting of July 3, 2006, the Management Board is authorized to increase the share capital by up to EUR 4,788,534.00 against cash and/or in-case deposit once or several times, with the approval of the Supervisory Board, by july 2, 2011 (Authorized Capital 2006/I). The resolution of the Annual General Meeting of June 14, 2002 (Authorised Capital) has been repealed. The share capital is conditionally increased by up to EUR 3,831,534.00 (Conditional Capital II) by resolution of the Annual General Meeting on July 3, 2006. The conditional capital is used to grant exchange rights to Inh. warrants, warrants and convertible bonds issued by the Company until July 2, 2011 or through a direct or indirect majority shareholding of the Company. As not registered: The Annual General Meeting of July 3, 2006 decided to amend Section 5 by recasting paragraph 3 (authorized capital) and inserting paragraph 4a (conditional capital II). No longer a board member: ?????, ?????, Herrenberg, *??.??.????. By resolution of the Annual General Meeting of July 3, 2006, the Management Board is authorized to increase the share capital by up to EUR 4,788,534.00 against cash and/or in-case deposit once or several times, with the approval of the Supervisory Board, by july 2, 2011 (Authorized Capital 2006/I). The resolution of the Annual General Meeting of June 14, 2002 (Authorised Capital) has been repealed. The share capital is conditionally increased by up to EUR 3,831,534.00 (Conditional Capital II) by resolution of the Annual General Meeting on July 3, 2006. The conditional capital is used to grant exchange rights to Inh. warrants, warrants and convertible bonds issued by the Company until July 2, 2011 or through a direct or indirect majority shareholding of the Company. As not registered is still published: The conditional capital increase serves the granting of rights to Inh. of options or convertible certificates of option or convertible bonds, which are issued in accordance with the following authorisation under lit. (a) issued by the Company or by a direct or indirect majority holding company of the plenum AG by July 2, 2011. The issuance of the new shares shall be made at the accordance with lit. (a) conversion or option prices to be determined. The conditional capital increase is to be carried out only to the extent that these rights are exercised or to the extent that the Inh, which is obliged to convert them, is exercised. fulfill their duty of change. The new shares shall participate in the profit from the beginning of the financial year in which they arise from the exercise of conversion or option rights or by fulfilling conversion obligations. The Board of Management is authorized to determine the further details of the implementation of the conditional capital increase. Authorisation to issue certificates of genes, warrants or convertible certificates, warrant bonds and convertible bonds. The Board of Management is authorized to enter the Inh once or several times until July 2, 2011. or name-denominated profit participation certificates. Inh. warrants can be attached to the profit participation certificates or they can be issued with a conversion right for the Inh. (pleasure certificates and option or convertible vouchers are also referred to below as "pleasure certificates"). The Board of Management is also authorized to issue option and/or convertible bonds (option or convertible bonds individually and/or collectively also called "debt securities" in place of or next to profit participation certificates, in place of or in addition to profit participation certificates, in place of or in addition to profit participation certificates, in each of the smallest classifications, also referred to as "partial bonds"). In the case of the issuance of warrants or warrants, one or more warrants are attached to each profit participation certificate or part bond (hereinafter referred to as the profit participation certificate and partial bond also referred to as "partial rights" ) which are included in the Inh. warrants for the purchase of new shares of the plenum AG in accordance with the terms and conditions of option. The pro rata amount of the share capital of the shares to be obtained per share right may not exceed the nominal amount of the warrants or warrantbonds. In the case of the issuance of convertible vouchers or convertible bonds, the Inh. of the profit participation certificates or partial bonds have the right to exchange their participation participation certificates or partial bonds for new shares of the plenum AG in accordance with the terms and conditions of the profit participation or bond. The exchange ratio results from the division of the nominal value of a partial right by the fixed conversion price for a new share of the plenum share company. The exchange ratio may also result from dividing the issue amount of a partial right below the nominal amount by the fixed conversion price for a new share of the plenum AG. It may also be provided that the exchange ratio and/or conversion price in the exchange conditions is variable by setting the conversion price within a range to be determined, depending on the evolution of the share price during the term. The pro rata amount of the share capital of the shares to be issued in the event of conversion may not exceed the nominal amount of the convertible participation certificate or the convertible bond. The exchange conditions may also include the obligation of Inh. the profit participation certificates and/or partial bonds for conversion into shares of the plenum AG at the end of the term or at another time. The total nominal amount of the profit participation certificates, warrantbonds and convertible bonds to be issued under this authorisation may not exceed a total of EUR 30,000,000.00, option or conversion rights or conversion obligations may only be issued or justified to a maximum of 3,831,534 new no-par value shares of the plenum AG with a pro rata amount of up to EUR 3,831,534.00 in nominal terms. Bonds may also be issued by companies in which the plenum AG has a direct or indirect majority shareholding. In this case, the Board of Management is authorized to guarantee the repayment of the bonds for the plenum AG and to ensure the granting of option or conversion rights. The option or conversion price to be fixed for a no-par value share must be at least 80% of the average value of the share prices of the plenum AG share, even in the case of a variable exchange ratio or conversion price, which are determined as closing prices in XETRA trading (or a corresponding price fixing in a successor system replacing XETRA trading) on the ten trading days preceding the date of the decision of the Board of Management on the issue of the profit participation certificates or at least 80 % of the average value of the share prices of the plenum AG share, which are determined as closing prices in XETRA trading on the third trading day before the end of the subscription trading. In addition to the stock exchange prices established in the XETRA closing auction, the closing prices of XETRA trading within the meaning of this authorisation shall also be the latest price determinations in variable trading if no price for the company's shares has been established in the XETRA closing auction on the corresponding day. Without prejudice to Section 9 paragraph 1 of the German Stock Corporation Act (AktG), the option or conversion price shall be reduced without prejudice to a dilution protection clause after further determination of the option conditions or the profit participation period or bond conditions by payment of a corresponding amount in cash in the exercise of the conversion right or by a reduction of the additional payment, if the plenum AG the exchange ratio by division with the reduced conversion price is adjusted by the discounted conversion price during the option or conversion period. The conditions may also provide for an adjustment of the option and/or conversion law in the event of a capital reduction. Share capital is increased, further participation certificates, warrants or convertible bonds are issued or other option rights are granted and the rights of option or conversion are not granted subscription rights to the extent that they would be entitled to after exercising the option or conversion right. Instead of a payment in cash or a reduction of the additional payment, this and partial bond may also be offered to the shareholders in principle for subscription. However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude the subscription rights of the shareholders in whole or in part. However, this authorisation may only be exercised in the event of the issue of profit participation certificates which do not give rise to subscription or conversion rights or conversion obligations on shares of the plenum AG, but only if those profit participation certificates are similar to those. This is regularly the case if the profit participation certificates do not grant membership rights or participation in the proceeds of liquidation and the amount of the distribution is not primarily based on the amount of net income, net profit or dividend and the amount is limited and the maximum distribution and the issue amount of the profit participation certificates at the time of issue correspond to current market conditions for comparable borrowings. In addition, the subscription right to profit participation certificates or bonds granting convertible or option rights to shares of the company and/or are endowed with a conversion obligation can only be excluded if the issue price does not significantly less than the theoretical market value of the profit participation certificates or bonds determined in accordance with recognised financial mathematical methods. In doing so, the sum of the new shares to be issued on the basis of profit participation certificates or bonds pursuant to this authorisation pursuant to Section 186 paragraph 3 sentence 4 aktG (excluding subscription rights against cash deposits) together with shares issued or sold in accordance with or in accordance with this statutory provision in the year of issue of the profit participation certificates or bonds plenum AG shall not exceed 10% of the respective share capital at the time of the exercise of this authorisation. The Board of Management is also authorized to exclude marginal amounts resulting from the subscription relationship from the subscription rights of the shareholders and to exclude the subscription right also to the extent that it is necessary to grant the rights of options or conversions or the inch.n of convertible bonds endowed with conversion obligations to the extent that they would be entitled to a subscription right after the exercise of the option or conversion rights. The Management Board is authorized, with the consent of the Supervisory Board, to determine the further details of the issue and equipment of each issue, or to determine in agreement with the organs of the Group company issuing the issue. In particular, the conditions may also regulate: whether the shares of the plenum AG are offered instead of the settlement of contingent capital or the payment of the equivalent in money or listed securities, whether and how to round for a full exchange ratio, whether a cash payment or a cash settlement at peaks is fixed, whether a specific date can be determined by which the conversion or option rights can or must be exercised, in which currency the profit participation certificates and bonds can be issued.