d+s europe AG

euro adhoc: d+s online AG
Agreement with investor secures subscription of convertible bonds with a volume of just under EUR 3 million (E)

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Hamburg, June 25, 2003. Subject to adoption of the relevant proposal at the General Shareholders’ Meeting on Wednesday, June 25, 2003, d+s online AG (ISIN: DE0005336804) will receive at least EUR 2.85 million in growth capital. In terms of a participation agreement signed today, a financial investor has undertaken to subscribe up to as many as 3 million of the company’s convertible bonds to be included in a resolution at the General Shareholders’ Meeting at an issue price of EUR 1.00 each.

A proposal for a resolution from the administration will be presented at the General Shareholders’ Meeting of d+s online AG scheduled for next Wednesday in Hamburg, in terms of which the Board of Management is to be authorized with the approval of the Supervisory Board to issue convertible bonds for a total nominal amount of up to EUR 3.3 million. In the event that the shareholders should choose not to exercise their subscription rights, the investor has undertaken to assume a volume of convertible bonds for a total nominal amount of up to EUR 3 million provided that the swap rights acquired in the process do not confer more than 29.9% of the company’s voting stock. However, the investor will be entitled to rescind this agreement until July 31, 2003 if a representative has not been appointed to the Supervisory Board by that time. The relevant new appointment to the Supervisory Board is also planned to be dealt with at the General Shareholders’ Meeting.

d+s online AG, which is listed in the Prime Standard of the regulated market of the Frankfurt Securities Exchange, operates communication centers at eight German locations. With EUR 48 million in revenues (2003e) and a workforce of 1,575 (as of March 31, 2003) d+s online AG is one of the biggest providers nationwide of CRM, communication center and tele-marketing services.

end of announcement            euro adhoc 23.06.2003
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Further inquiry note: Contact: d+s online AG, Investor Relations, Henning Soltau, Tel. 040/4114-3542.

Branche: Media
ISIN:      DE0005336804
WKN:        533680
Index:    CDAX, Classic All Share, Prime All Share, Prime Standard
Börsen:  Frankfurter Wertpapierbörse / regulated dealing
              Niedersächsische Börse zu Hannover / free trade
              Berliner Wertpapierbörse / free trade
              Bayerische Börse / free trade
              Hamburger Wertpapierbörse / free trade
              Bremer Wertpapierbörse (BWB) / free trade
              Börse Düsseldorf / free trade
              Baden-Württembergische Wertpapierbörse / free trade



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