PrimaCom AG

euro adhoc: PrimaCom AG
PrimaCom AG will call a shareholders’ meeting to resolve on the issue of a warrant linked bond and an amendment of its authorized capital.

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 13.12.2005 PrimaCom AG will call an extraordinary shareholders’ meeting which is expected to take place in the first half of March 2006. The shareholders' meeting shall be submitted several proposals, which would allow the issue of shares under exclusion of the statutory subscription right. The goal is to avoid a strain on the company's liquidity. As customary in such kind of transactions, an "equity kicker", i.e. the grant of warrants for the issue of shares was agreed with the mezzanine investor as part of its remuneration. For this purpose, the shareholders’ meeting shall resolve the issue of the warrant linked bond and the creation of a corresponding conditional capital. Furthermore, by amending the company's authorized capital, the company shall also be given the option to redeem certain agreed bonuses for the management board and payment obligations resulting from a cancellation agreement by issuing shares. As a result of such measures the company's capital could be diluted by up to 3.66 million shares By a further amendment of the authorized capital, the company shall also be given the option to repay a part of its mezzanine obligations of EUR 19 million plus accrued interest by the issue of shares at market price. However, at present, it is open whether the company will actually make use of this authorization. It is also expected that on this occasion, the company will furthermore propose to its shareholders to amend its articles to adapt them to new stock corporation law as amended on November 1, 2005. PrimaCom AG Management Board end of announcement euro adhoc 13.12.2005 13:49:29 -------------------------------------------------------------------------------- ots Originaltext: PrimaCom AG Im Internet recherchierbar: Further inquiry note: Investor Relations Telefon: +49(0)6131 944 522 E-Mail: Branche: Telecommunications Equipment ISIN: DE0006259104 WKN: 625910 Börsen: Berliner Wertpapierbörse / free trade Hamburger Wertpapierbörse / free trade Baden-Württembergische Wertpapierbörse / free trade Börse Düsseldorf / free trade Niedersächsische Börse zu Hannover / free trade Bayerische Börse / free trade Bremer Wertpapierbörse (BWB) / free trade Frankfurter Wertpapierbörse / regulated dealing/general standard

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