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16.03.2006 – 15:16

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

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
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
end of announcement                               euro adhoc 16.03.2006 14:31:39

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

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