OnVista AG

euro adhoc: OnVista AG
Strategic management decisions
OnVista AG proposes special distribution of Euro 3.75 per share to AGM
Changes in Executive Board and Supervisory Board planned

@@start.t1@@--------------------------------------------------------------------------------   Disclosure announcement transmitted by euro adhoc.   The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------@@end@@

16.03.2006

In addition to the approval of the annual accounts, including dividend proposal (please refer to the separate ad hoc announcement also published today), today's Supervisory Board meeting also adopted resolutions regarding a special distribution and a change in the Executive Board and in the Supervisory Board.

The Executive Board and the Supervisory Board of OnVista AG plan to propose a special distribution in the amount of Euro 25,125,000 to the shareholders during the ordinary general meeting on 27 June 2006. This corresponds to Euro 3.75 per share, calculated on the basis of the current total number of shares of 6.7 mill. The company plans to use its capital surplus for the special distribution. Initially, this is to be partly converted into capital stock within the framework of a capital increase from corporate funds, in order to create the volume available for distribution by way of a subsequent capital reduction.

The management of OnVista AG believes that the present cash funds of around Euro 40 mill. will not be needed in full for the planned growth. After the special distribution and the planned regular dividend payment (Euro 0.67 mill.), liquid funds and securities in the amount of Euro 14.30 mill. will be retained in the company, calculated on the basis of the available cash funds as at 31.12.2005. Especially in view of the cash flows expected from the operating business in future, this is sufficient in the opinion of the Executive Board and the Supervisory Board to achieve the ambitious growth targets for the coming years both organically and through acquisitions.

In accordance with the regulations under Stock Corporation Law OnVista AG, for reasons of protection of creditors, may pay a special distribution to shareholders agreed by the annual general meeting at the earliest at the end of six months calculated from the day the entry of the capital reduction resolution in the Register of Companies is announced. Distribution will therefore not take place before 2007. More detailed information on the execution of the planned special distribution will be notified during the annual general meeting in Cologne on 27 June 2006.

By mutual agreement, the Supervisory Board of OnVista AG and Fritz Oidtmann, Spokesman for the Board of OnVista AG, today agreed that the executive contract will be rescinded as a result of the dissolution of the Technologies business segment. Mr. Oidtmann will leave the company at the end of the annual general meeting on 27 June 2006. After the departure of Fritz Oidtmann, Michael W. Schwetje, currently Member of the Executive Board (Media and Finance) of the internet company, is to be the sole Director of OnVista. Dennis Kämker (32) and Dr. Lars-Rüdiger Fink (33) will be respectively appointed Managing Directors of the operating companies OnVista Media GmbH (portal business) and Ligatus GmbH (performance marketing), effective 1 April 2006. In addition to Michael W. Schwetje, they will be Managing Directors with sole power of representation in the respective group companies. Furthermore, the Executive Board will propose to the annual general meeting on 27 June 2006 to elect Fritz Oidtmann and Stephan Schubert, who are major shareholders of OnVista AG, to the Supervisory Board. The Supervisory Board is to consist of three members also in the future. The present Supervisory Board Members Dr. Johannes Meier and Prof. Dr. Bernhard Schwetzler have declared their wish to resign from the Supervisory Board at the end of this year's annual general meeting.

Fritz Oidtmann (46), Stephan Schubert (37) and Michael W. Schwetje (38) are co-founders of OnVista AG and have also been shareholders since the stock market flotation. As Spokesman for the Board, Mr. Oidtmann was responsible, in addition to communications, for the strategic development of the group, and therefore primarily for the overriding coordination of the two business segments. The area of responsibility of Mr. Schwetje not only included the Finance department but also the Media business segment, namely the entire internet activities. Since 2003, Fritz Oidtmann was Finance Director at IS.Teledata AG (= OnVista Technologies business segment) under a shared management arrangement. During this period, he devoted most of his time to his duties at IS.Teledata AG. The operating business of the OnVista Group organised in the Media business segment was managed almost solely by Michael W. Schwetje. After the sale of the IS.Teledata stake in December 2005, Mr. Oidtmann resigned from the Executive Board of IS.Teledata in January 2006. Since the OnVista Group has abandoned the Technologies business segment and is concentrating on its internet activities, the strategy of the group is now largely identical to the strategy of the Media business segment. Stephan Schubert was a Member of the Executive Board of OnVista AG until 31 Dec. 2003, where he was last responsible for the Technologies business segment. After the amalgamation of OnVista Technologies GmbH and IS Innovative Software AG under IS.Teledata AG, Mr. Schubert was appointed Director of IT at the new company. He resigned from the Executive Board of IS.Teledata AG as at 31 Dec. 2005.

Detailed press release: www.onvista-group.de, section 'Press'.

Contact: Anja Seipp, Tel. +49-2203/9146-306, Email ir@onvista-group.de

@@start.t2@@end of announcement                                                 euro adhoc 16.03.2006 14:31:39
--------------------------------------------------------------------------------@@end@@

ots Originaltext: OnVista AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Anja Seipp
Head of Corporate Communications
Tel. +49(0)2203 9146 306
Mobil: +49 (0) 160 802 9981
E-Mail: ir@onvista-group.de

Branche: Computing & Information Technology
ISIN:      DE0005461602
WKN:        546160
Index:    CDAX, Prime All Share, Technologie All Share
Börsen:  Frankfurter Wertpapierbörse / regulated dealing/prime
              standard
              Börse Berlin-Bremen / free trade
              Hamburger Wertpapierbörse / free trade
              Baden-Württembergische Wertpapierbörse / free trade
              Börse Düsseldorf / free trade
              Bayerische Börse / free trade



Das könnte Sie auch interessieren: