JoWooD Productions Software AG

euro adhoc: JoWooD Productions Software AG
JoWooD announces details of the capital increase (E)

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

- Subscription price for public offering fixed at 2.40 EUR - Fix price for strategic partner set at 2.50 EUR

An extraordinary shareholders meeting on June 15, 2004 decided to increase JoWooD’s nominal capital by up to 7,880,000 EUR through an issue of up to 7,880,000 bearer shares with a nominal value of 1 EUR per share with an entitlement to dividend per January 1, 2004 and a subscription right for existing shareholders pursuant to § 153 of the Austrian stock corporation law.

Existing shareholders may exercise their right to subscribe for new shares at a price of 2.40 EUR by submit-ting a subscription form at their depository bank during the subscription period commencing on June 18, 2004 and ending on July 2, 2004. JoWooD reserves the right to extend the subscription period. The sub-scription ratio has been fixed at 10:3, i.e., ownership of 10 existing shares entitles the holder to subscribe for 3 new shares of the current capital increase. Subscription rights (ISIN AT0000617287) will be dealt pre-sumably on June 24, 25, and 28, 2004 at both the Vienna and Berlin stock exchanges. The subscription rights will expire at the end of the subscription period.

Shares will also be offered to other interested investors to the extent subscription rights were forfeited. The corresponding offer period for these shares will commence on June 18, 2004 and end on July 7, 2004. JoWooD reserves the right to shorten or prolong this offer period. Global certificates will be issued for the new shares.

The subscription price for the investment of JoWooD’s strategic partner Fluent Entertainment Inc. has been fixed at 2.50 EUR.

The agreement between Fluent and JoWooD calls for close cooperation in the areas of product development as well as world wide marketing and sales of both partners’ products. A team of experts from JoWooD and Fluent will jointly evaluate prospective titles, estimate sales potentials and determine minimum sales guaran-tees for accepted titles.

Marketing activities will be planned together. The companies will exchange key marketing personnel (se-lected JoWooD employees will be based in the US and vice versa) and devise joint marketing plans. Manda-tory marketing expenditures per title have been fixed contractually.

Fluent Entertainment is contractually bound to acquire a minimum of 4m JoWooD shares. Fluent may extend this investment to up to 8m shares until September 30, 2004 provided that Fluent’s stake does not exceed 20% of JoWooD’s capital. For each purchased share, Fluent will furthermore obtain a 1:1 share option with a maturity of two years. However, Fluent may exercise these options only up a limit of a 20% total investment in JoWooD. Fluent may not sell JoWooD shares at the stock exchange during the maturity period. The shares will be issued form the authorized capital, subscription by existing shareholders will be excluded.

end of announcement            euro adhoc 18.06.2004

Further inquiry note: JoWooD Productions Software AG Dr. Michael Pistauer, Vorstand. Karin Kraberger, Investor Relations Manager. Tel.: +43 (0)3614 2966 1015

Branche: Software
ISIN:      AT0000747357
WKN:        074735
Index:    ATX Prime, ViDX, WBI
Börsen:  Wiener Börse AG / official dealing
              Berliner Wertpapierbörse / free trade
              Bayerische Börse / free trade
              Baden-Württembergische Wertpapierbörse / free trade
              Frankfurter Wertpapierbörse / free trade

Weitere Meldungen: JoWooD Productions Software AG

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