euro adhoc: PANDATEL AG
anulment of capital decrease resolution in 2006 - decision on legal challenges and action of nullity against the extraordinary general meeting's resolutions of 27.03.2006 on agenda items 2, 3, 4, 6, and 7

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Company Information/Court Decision


Hanover, 16 May 2008. Pandatel AG (ISIN DE0006916307 - General Standard, Frankfurt Stock Exchange). The district court Hamburg issued its recognition and final decision. The district court Hamburg declared null and void the resolution of the  general meeting dated 27.03.2006 on agenda item 2 ("resolution on decreasing  the share capital pursuant to the provision on an ordinary capital decrease   according to articles 222 ff AktG (German stock corporation act) by merging  shares for the purpose of reorganizing as well as for loss and depreciation adjustments; amendment of the statutes"), according to which the company's share capital was decreased from EUR7,895,806 at the ratio of 2:1 to EUR3,947,903) because of the company's recognition declared in this respect. The company initially instituted an approval process according to art. 246a AktG, which remained unsuccessful. Settlement talks with the plaintiffs yielded no results in November 2006 and Pandatel declared the intended merger of the company with Dowslake Microsystems Corp. failed. Thus, the capital decrease became obsolete, which the general meeting resolved on in the context with the planned merger at 27.03.2006. For this reason, the parties had already declared mainly settled the actions against the resolution of the general meeting of 27.03.2006 on agenda item 3 ("resolution on the approval of concluding a business combination agreement between the company with the shareholders of Dowslake Microsystems Corp.,  Santa Clara, U.S.A., ("Dowslake Microsystems")") and agenda item 4 ("increase  of the company's share capital by contribution in kind and by excluding shareholders' subscription rights"). The district court Hamburg now decided  as to costs in this respect only, according to which the costs of both parties compensate each other. The remaining actions, which challenging the discharge resolution of the general meeting of 27.03.2006, were dismissed (agenda item 6: "retroactive discharge of management board member Wienck for fiscal year 2004"), also dismissed were the actions against the election of two supervisory board members (agenda item 7 of the general meeting dated 27.03.2006), but the resolution was declared null and void on the election of the third supervisory board member (Dr. Straus). The main proceeding's costs compensate each other. The company will disclose notice on finished proceedings according to articles 248 a, 149 II AktG at short notice. The Management Board

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ots Originaltext: PANDATEL AG
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Further inquiry note:
insignis GmbH, agency for communications
Raik Packeiser
Berliner Allee 9-11
30175 Hannover, Germany
Phone: +49(0)511 33 65 15 31
Fax: +49(0)511 33 65 15 33

Branche: Telecommunications Equipment
ISIN:      DE0006916307
WKN:        691630
Index:    Prime All Share
Börsen:  Börse Frankfurt / regulated dealing/prime standard
              Börse Berlin / free trade
              Börse Hamburg / free trade
              Börse Stuttgart / free trade
              Börse Düsseldorf / free trade
              Börse Hannover / free trade
              Börse München / free trade

Weitere Meldungen: PANDATEL AG i.A.

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