ABIT AG

euro adhoc: ABIT AG
Mergers - Acquisitions - Takeovers
Management Board Sets Swap Ratio for Merger of ABIT AG to GFKL Financial Services AG
Annual ShareholdersÂ’ Meeting on 21 June 2005

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25.04.2005

Meerbusch, 25 April 2005. The management boards of GFKL Financial Services AG and ABIT AG have prepared a draft agreement for merging ABIT AG with GFKL Financial Services AG and have set the share swap ratio and the amount of the cash indemnity to be offered due to the termination of the public listing in connection with the planned merger of the listed ABIT AG to the unlisted GFKL Financial Services AG.

Based on the respective values (4.91 euros per share for ABIT AG and 13.93 euros per share for GFKL Financial Services AG), the former shareholders of ABIT AG will receive 6 shares of GFKL Financial Services AG for 17 shares of ABIT AG after the merger has taken effect by it having been recorded in the commercial registry of the acquiring GFKL Financial Services AG (this is equivalent to an arithmetic swap ratio of one share of ABIT AG for 0.3527 shares of GFKL Financial Services AG). To conduct this merger, GFKL Financial Services AG will increase its current share capital of 16,533,567 euros by up to 1,119,206 euros to reach up to 17,652,773 euros by issuing up to 1,119,206 shares of GFKL stock. Because GFKL Financial Services AG is not a publicly listed stock corporation, GFKL Financial Services AG will, on request and in accordance with articles 29ff. of the Conversion Law (by analogy; Umwandlungsgesetz), offer the former ABIT shareholders a cash indemnity in the amount of 13.93 euros per individual share certificate to acquire the GFKL shares issued in the swap for ABIT shares. This obligation on the part of GFKL Financial Services AG arises once the merger has been entered in the commercial registry of GFKL Financial Services AG.

The ABIT AG management board approved the draft merger agreement in a meeting held today. The supervisory board of ABIT AG is expected to decide whether to approve the draft merger agreement on 2 May 2005.

The draft merger agreement is to be presented to the ABIT AG shareholders for adoption as a resolution during the annual shareholdersÂ’ meeting in DĂĽsseldorf on 21 June 2005 and then notarized and recorded after the GFKL Financial Services AG annual shareholdersÂ’ meeting on 22 June 2005.

+++ Explanatory Text to the Ad Hoc Announcement +++

GFKL Financial Services AGÂ’s obligation to purchase the shares is limited to a specific period of time in accordance with article 31, Conversion Law (by analogy). The period ends two months after the date the merger as recorded in the commercial registry of GFKL Financial Services AG is considered to have been formally announced in accordance with article 19, section 3, Conversion Law. In the event that a petition is filed to determine the indemnity in a court case according to the Award Proceedings Act (Spruchverfahrensgesetz), then the period will end two months after the date on which the decision regarding the petition or the settlement in or out of court has been officially announced in the Federal Gazette (Bundesanzeiger).

ABIT AGÂ’s operating business with its subsidiaries will be transferred directly to GFKL Financial Services AG with the merger of ABIT AG to GFKL Financial Services AG. This means that the former business segments of ABIT AG then reside directly within GFKL Financial Services AG, the new corporate groupÂ’s managing holding company. In order to continue the independent use of the established ABIT brand with its core software and consulting businesses, the GFKL Financial Services AG annual shareholdersÂ’ meeting of 22 June 2005 will be asked to approve a resolution to spin off the former software and consulting business segments from GFKL Financial Services AG into a newly founded, wholly owned subsidiary of GFKL Financial Services AG immediately after the merger. This new company will in turn operate under the name "ABIT AG".

end of announcement                                euro adhoc 25.04.2005 20:05:49
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Further inquiry note: Herr Sven Kamerar Head of Corporate Communications Phone: +49 (0)2150 9153 898 E-Mail: investor@abit.de

Branche: Software
ISIN:      DE0005122501
WKN:        512250
Index:    Prime Standard, CDAX, Prime All Share, Technologie All Share
Börsen:  Frankfurter Wertpapierbörse / regulated dealing
              Berliner Wertpapierbörse / free trade
              Hamburger Wertpapierbörse / free trade
              Baden-WĂĽrttembergische Wertpapierbörse / free trade
              Börse DĂĽsseldorf / free trade
              Niedersächsische Börse zu Hannover / free trade
              Bayerische Börse / free trade



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