of MEDION AG. with registered office in Essen ISIN DE WKN Invitation to the General Meeting

Transcription

1 MEDION AG with registered office in Essen ISIN DE WKN Invitation to the General Meeting We hereby invite the shareholders of our Company to an Extraordinary General Meeting to be held on Wednesday, December 14, 2011 at 10 a.m. (admission from 9.00 a.m.) at Congress Center Essen (Congress Center West, Europa Hall), Norbertstrasse, Essen. I. Agenda for the General Meeting 1. Resolution to consent to a Domination and Profit and Loss Transfer Agreement between the Company and Lenovo Germany Holding GmbH On October 25, 2011, Lenovo Germany Holding GmbH with registered office in Berlin as controlling company and MEDION AG as controlled company entered into a Domination and Profit and Loss Transfer Agreement pursuant to section 291 (1) German Stock Corporation Act (AktG). To become effective, the Domination and Profit and Loss Transfer Agreement requires the consent of the General Meeting of MEDION AG. The Domination and Profit and Loss Transfer Agreement has the following wording: " 1 Management (1) MEDION AG shall submit the management of its company under the control of Lenovo Germany Holding GmbH. In accordance with this, Lenovo Germany Holding GmbH shall be entitled to give general instructions or instructions based on individual cases to the management board of MEDION AG with respect to the management of the company. The management board of MEDION AG shall be obliged to follow the instructions of Lenovo Germany Holding GmbH. The management board of MEDION AG shall remain responsible for the management and representation of MEDION AG.

2 (2) Lenovo Germany Holding GmbH shall not be entitled to give instructions to the management board of MEDION AG to amend, to maintain or to terminate this Agreement. (3) Any instructions require text form (Textform). 2 Transfer of profits (1) MEDION AG is obligated to transfer its entire profits to Lenovo Germany Holding GmbH. Subject to the creation or dissolution of reserves pursuant to Para. 2, the entire annual net income which would arise without the profit transfer, reduced by (i) any loss carried forward from the preceding year, (ii) the amount to be transferred to the legal reserve pursuant to 300 German Stock Corporation Act (Aktiengesetz), and, as the case may be, (iii) an amount which must not be distributed pursuant to 268 Para. 8 German Commercial Code, in any event, however, not more than the amount specified in 301 German Stock Corporation Act as amended from time to time, shall be transferred. (2) With the consent of Lenovo Germany Holding GmbH, MEDION AG may allocate parts of the annual net income to other earnings reserves ( 272 Para. 3 German Commercial Code) to the extent permitted by commercial law and economically justified by reasonable commercial judgement. Upon demand of Lenovo Germany Holding GmbH, MEDION AG shall dissolve other earnings reserves within the meaning of 272 Para. 3 German Commercial Code created during the term of this Agreement and shall use such reserves to compensate any annual net loss or to transfer them as profit. Other reserves and a profit carried forward from the time before the term of this Agreement may neither be transferred as profit nor be used to compensate an annual net loss. (3) The obligation to transfer profit applies for the first time to the entire profit of the fiscal year in which this Agreement comes into effect; should MEDION AG create a short fiscal year from 1 January 2012 until 31 March 2012, the obligation to transfer profit is, however, at the earliest, valid for the entire profit of the fiscal year starting on 1 April In case no short fiscal year will be created, the obligation to transfer profits shall apply at the earliest in any case for the entire profit of the fiscal year starting 1 January The claim to transfer of profit shall arise and become due at the end of the relating fiscal year of MEDION AG.

3 3 Assumption of Loss (1) Pursuant to 302 of the German Stock Corporation Act, Lenovo Germany Holding GmbH is obliged to compensate MEDION AG for each annual net loss that would otherwise arise during the term of this Agreement, to the extent that such loss is not compensated for by withdrawing amounts from the other earnings reserves that have been allocated to these reserves during the term of this Agreement. (2) The claim for compensation of losses shall arise at the end of the relevant fiscal year of MEDION AG and shall become due at this date. (3) The obligation to compensate losses shall first apply to the fiscal year (as the case may be, short fiscal year) in which this Agreement takes effect. 4 Guaranteed Dividend (1) For term of this Agreement, Lenovo Germany Holding GmbH hereby guarantees to the outside shareholders of MEDION AG an annual guaranteed dividend. The gross guaranteed divided for each full fiscal year amounts to EUR 0,82 per share, each representing a portion of the share capital in the amount of EUR 1.00, less an amount for German corporation tax and solidarity surcharge at the tax rate applicable to these taxes for the relevant fiscal year. Taking into account the circumstances at the time of the conclusion of this Agreement, 15 % German corporation tax plus 5.5 % German solidarity surcharge thereon shall be deducted. Taking into account the circumstances at the time of the conclusion of this agreement, this results in a guaranteed dividend of EUR 0.69 per share for each full fiscal year. (2) The guaranteed dividend shall become due on the first banking day following the shareholders meeting of MEDION AG for the expired fiscal year. (3) The payment of the annual guaranteed dividend shall be granted for the first time for the fiscal year in which this Agreement takes effect. In case this Agreement comes into effect at a point in time within a fiscal year (or short fiscal year as the case may be), at which an obligation to transfer profit does not yet exist, and to the extent that the dividend paid by MEDION AG for such fiscal year (or short fiscal year as the case may be) is lower than the guaranteed dividend pursuant to 4 para. 1 (pro rata temporis), Lenovo Germany Holding GmbH will pay each shareholder of MEDION AG who is dividend-entitled for such fiscal year (or short fiscal year as the case may be), a compensation in the amount of the difference. (4) If this Agreement terminates during a fiscal year of MEDION AG, if this Agreement comes into effect within a short fiscal year lasting less than 12 months or if ME-

4 DION AG forms a short fiscal year during the term of this Agreement of less than twelve months, the guaranteed dividend shall be reduced pro rata temporis. (5) In case that appraisal proceedings regarding the adequacy of the guaranteed dividend pursuant to the German Appraisal Proceedings Act (Spruchverfahrensgesetz SpruchG ) are initiated and the court determines a higher guaranteed dividend by a non-appealable decision, the outside shareholders shall be entitled to request a corresponding supplement to the guaranteed dividend they have received, even if they have meanwhile already received a compensation. Likewise, all outside shareholders shall be treated equally if Lenovo Germany Holding GmbH, in a settlement to avoid or settle appraisal proceedings, agrees to a higher annual guaranteed dividend vis-à-vis a shareholder of MEDION AG. (6) If MEDION AG s share capital is increased out of retained earnings against issuance of new shares to the outside shareholders, the guaranteed dividend per share shall be reduced in such a way that the total amount of the guaranteed dividend remains unchanged. (7) If MEDION AG s share capital is increased by way of a contribution in cash and/or in kind, the rights arising from this 4 shall also apply to the shares resulting from the capital increase and subscribed to by outside shareholders. 5 Compensation (Abfindung) (1) Upon request of an outside shareholder of MEDION AG, Lenovo Germany Holding GmbH shall be obliged to acquire such shareholder s shares against payment of a cash compensation of EUR per share, each representing a portion of the share capital in the amount of EUR (2) The obligation of Lenovo Germany Holding GmbH to acquire shares shall be limited in time. The time limitation period shall end two months after the date on which the registration of the existence of this Agreement in the commercial register at the registered office of MEDION AG has been announced in accordance with 10 HGB. An extension of the time limitation period pursuant to 305 para. 4 sentence 3 of the German Stock Corporation Act (Aktiengesetz) on the basis of a motion to the court to determine the adequate guaranteed dividend or the adequate compensation pursuant to the German Appraisal Proceedings Act shall remain unaffected. In this case, the time limitation period shall expire two months after the

5 date on which the decision on the last motion ruled on has been announced in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger). (3) The alienation of the shares shall be free of charge for shareholders of MEDION AG; any taxes of income and proceeds of the shareholder remain unaffected hereof and shall be born by the shareholder. (4) In case appraisal proceedings regarding the adequacy of the compensation pursuant to the German Appraisal Proceedings Act are initiated and the court determines a higher compensation by a non-appealable decision, the shareholders shall be entitled to request a corresponding supplement to the compensation they have received, even if they have meanwhile already received a compensation. Likewise, all outside shareholders shall be treated equally if Lenovo Germany Holding GmbH, in a settlement to avoid or settle appraisal proceedings, agrees to pay a higher compensation vis-à-vis a shareholder. (5) If, by the expiration of the time limitation period set forth in 5 para. 2 sentence 2 and 3, MEDION AG s share capital is increased out of retained earnings against issuance of new shares, the compensation per share shall be reduced in such a way that the total amount of the compensation remains unchanged. (6) If, by the expiration of the time limitation period set forth in 5 para. 2 sentence 2 and 3, MEDION AG s share capital is increased by way of a contribution in cash and/or in kind, the rights arising from this 5 shall apply also to the shares resulting from the capital increase and subscribed to by outside shareholders. 6 Effectiveness and Term (1) This Agreement requires the consent of the shareholders meetings of both ME- DION AG and Lenovo Germany Holding GmbH in order to be valid. (2) This Agreement shall take effect upon registration of its existence in the commercial register at the registered office of MEDION AG. 2 para. 3 of this Agreement remains unaffected. (3) This Agreement is entered into for an indefinite term and can be terminated in writing, by giving six months notice, at the end of a fiscal year of MEDION AG. It may be terminated for the first time with effect at the end of the fiscal year which ends five time years after the beginning of that fiscal year for which the obligation to

6 transfer the entire profit exists for the first time according to 2. To comply with the notice period, the notice has to be received by the other party in time. (4) The right to terminate this Agreement for good cause without having to comply with a notice period shall remain unaffected. In particular, Lenovo Germany Holding GmbH shall be entitled to terminate this Agreement for good cause if it no longer holds directly or indirectly the majority of the voting rights of MEDION AG. 7 Letter of comfort and guarantee Lenovo Germany Holding GmbH is an indirect wholly-owned subsidiary of Lenovo (Singapore) Pte. Ltd., a corporation with registered office in Singapore / Republic of Singapore ("Lenovo Singapore"). Lenovo Singapore has, without entering the Agreement as a contracting party, issued a Letter of comfort. In this Letter of comfort which has been attached to this Agreement as Appendix, Lenovo Singapore undertakes vis-à-vis MEDION AG and Lenovo Germany Holding GmbH without any restrictions and irrevocably to ensure that Lenovo Germany Holding GmbH is managed and provided with financial resources in such a manner that Lenovo Germany Holding GmbH is at all times in the position to completely and timely fulfil all of its obligations under or in connection with this Agreement, and vis-à-vis MEDION AG to timely fulfil Lenovo Germany Holding GmbH s obligations under or in connection with this Agreement. Lenovo Singapore further guarantees irrevocably and without any restrictions vis-à-vis the outside shareholders of MEDION AG that Lenovo Germany Holding GmbH will completely and timely fulfil all of the outside shareholders claims under or in connection with this Agreement, in particular those relating to the payment of the guaranteed dividend and the compensation. 8 Final Provisions If one or more provisions of this Agreement should be or become invalid or impracticable or should there be an omission in this Agreement, the validity of the remaining provisions shall not be affected thereby. The invalid or impracticable provision shall be replaced, or the omission shall be filled, by an appropriate provision that, within the framework of what is legally permissible, comes closest to what the par-

7 ties to this Agreement intended or would have intended in accordance with the purpose of this Agreement if they had considered the point. Clause 7 of the Domination and Profit and Loss Transfer Agreement refers to a letter of comfort from Lenovo (Singapore) Pte. Ltd., a company with registered office in Singapore, Republic of Singapore. This letter of comfort is attached to the agreement as an annex. While its German version prevails, its English version reads: Lenovo Germany Holding GmbH with registered office (Sitz) in Berlin-Charlottenburg, registered in the commercial register of the local court (Amtsgericht) of Berlin- Charlottenburg under HRB B (hereinafter Lenovo Germany Holding GmbH ) intends to enter on or about 25 October 2011 into a domination and profit and loss pooling agreement (hereinafter the Agreement ) with MEDION AG with registered office in Essen, registered in the commercial register of the local court of Essen under HRB (hereinafter MEDION AG ) as dependent company (abhängiges Unternehmen). In our capacity as the indirect parent company of Lenovo Germany Holding GmbH, we, Lenovo (Singapore) Pte. Ltd. a company with registered office in Singapore, Republic of Singapore, registered with the Accounting and Corporate Regulatory Authority Singapore under W (hereinafter Lenovo Singapore ), hereby, without joining the Agreement, declare the following: 1. Lenovo Singapore hereby undertakes vis-à-vis MEDION AG and Lenovo Germany Holding GmbH without any restrictions and irrevocably to ensure that Lenovo Germany Holding GmbH is managed and financially supported in a way that Lenovo Germany Holding GmbH is at all times in the position to timely and completely perform all of its obligations under or in connection with the Agreement and to guarantee vis-à-vis ME- DION AG the complete and timely performance of all obligations of Lenovo Germany Holding GmbH under or in connection with the Agreement. 2. Lenovo Singapore hereby also guarantees irrevocably and without any restrictions vis-à-vis all outside shareholders of MEDION AG that Lenovo Germany Holding GmbH will completely and timely perform all of its obligations under or in connection with the Agreement vis-à-vis the outside shareholders, in particular the obligation to pay the guaranteed dividend (Ausgleich) and the compensation (Abfindung). 3. Lenovo Singapore shall only be liable to the outside shareholders of MEDION AG pursuant to Section 2 of this Letter of Comfort, if it has failed to perform its obligation to provide financial means pursuant to Section 1 of this Letter of Comfort and Lenovo Germany Holding GmbH has not fully performed its obligation to the outside shareholders arising from the domination and profit and loss pooling agreement when becoming due. 4. The liability of Lenovo Singapore under this Letter of Comfort to the outside shareholders of MEDION AG shall be limited to the amount of the payment obligations of Lenovo Germany Holding GmbH to the outside shareholders of MEDION AG arising from the domination and profit and loss pooling agreement. 5. This Letter of Comfort shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Lenovo Singapore hereby acknowledges German courts and the courts of Düsseldorf to be competent with regard to any disputes and claims under or in connection with this Letter of Comfort. In this regard, Lenovo Singa-

8 pore acknowledges the enforceability of final decisions of German courts. Lenovo Germany Holding GmbH, Attn. the Managing Directors, c/o Bird & Bird LLP, Carl-Theodor- Straße 6, Düsseldorf, Germany, shall be the agent for services of process (Zustellungsbevollmächtigte) in Germany for all proceedings under or in connection with this Letter of Comfort. 6. In case of any disparity between the English and the German version of this Letter of Comfort, the German version shall prevail. The Management Board and Supervisory Board propose that the following resolution shall be adopted: The Domination and Profit and Loss Transfer Agreement entered into on October 25, 2011 between the Company as the controlled company and Lenovo Germany Holding GmbH, a company with registered office in Berlin, as the controlling company is approved. The following documents will be available for inspection and download on the Company's website at from the date of convocation of the General Meeting onward: The Domination and Profit and Loss Transfer Agreement between MEDION AG and Lenovo Germany Holding GmbH dated October 25, 2011, including the letter of comfort from Lenovo (Singapore) Pte. Ltd.; The annual financial statements, consolidated financial statements, and the combined management reports and group management reports of the Company for the fiscal years 2010, 2009, and 2008; The opening balance sheet as at June 18, 2010 and the annual financial statements of Lenovo Germany Holding GmbH for the 2010 fiscal year (in both cases, the name of the company still being Kronen tausend667 GmbH); there are no annual financial statements for Lenovo Germany Holding GmbH covering the fiscal years 2009 and 2008 because the company was only established on June 18, 2010; The joint report on the Domination and Profit and Loss Transfer Agreement between MEDION AG and Lenovo Germany Holding GmbH dated October 25, 2011 prepared jointly by the Management Board of MEDION AG and the executive management of Lenovo Germany Holding GmbH in accordance with section 293a AktG (plus the annex attached to this report containing the expert opinion on the calculation of the business valuation for MEDION AG as at December 14, 2011 prepared by KPMG AG Wirtschaftsprüfungsgesellschaft); The report on the audit of the Domination and Profit and Loss Transfer Agreement between MEDION AG and Lenovo Germany Holding GmbH dated October 26, 2011 produced in accordance with section 293e AktG by the courtappointed expert auditor PKF Fasselt Schlage Partnerschaft Wirtschaftsprüfungsgesellschaft / Steuerberatungsgesellschaft. As permitted by section 293f (3) AktG, copies of the abovementioned documents will not be available for inspection at the offices of the Company, nor will copies be sent out, because the documents are available on the Company's website at Printed copies of the documents will be available at the General Meeting on December 14, Election of replacement members of the Supervisory Board In accordance with section 95 (1) sentence 1 and section 96 (1) item 6 AktG, and in accordance with article 8 (1) of the Company's Articles of Association, the Supervisory

9 Board comprises three members, all of whom are elected by the General Meeting. Dr. Hans-Georg Vater and Mr. Helmut Julius are resigning as members of the Supervisory Board with effect from the end of the Extraordinary General Meeting to be held on December 14, 2011 and will leave the Supervisory Board at this point. Dr. Rudolf Stützle will continue his office in the Supervisory Board. The election of two Supervisory Board members by the General Meeting is therefore required. The Supervisory Board proposes that the following persons be individually elected to the Supervisory Board as successors to Dr. Hans-Georg Vater and Mr. Helmut Julius for the term specified in article 8 (2) and article 8 (3) of the Articles of Association: a) Mr. Wai Ming Wong, Senior Vice President and Chief Financial Officer, Lenovo Group Ltd., resident in Discovery Bay, Lantau, Hong Kong, People's Republic of China. Mr. Wong is not a member of any statutory supervisory boards of German companies. However, Mr. Wong holds similar mandates in the following German or international commercial enterprises: I.T. Limited, Bermuda, China Unicom (Hong Kong) Limited, Hong Kong, People's Republic of China, and Linmark Group Limited, Bermuda. b) Mr. Milko Norman van Duijl, Senior Vice President and President of Mature Markets Group, Lenovo Group Ltd., resident in Le Vésinet, France. Mr. van Duijl is not a member of any statutory supervisory boards of German companies. However, Mr. van Duijl holds similar mandates in the following German or international commercial enterprises: Lenovo (South Africa) (Pty) Limited, South Africa. The election will be held in accordance with section 8 (3) of the Company's Articles of Association in each case for the remaining term of appointment of the two resigning members and therefore for the period until the end of the Annual General Meeting in which formal approval is given for the actions conducted in the fourth fiscal year after the start of the term of appointment, the determination of the fiscal years involved to exclude the fiscal year in which the term of appointment of the two resigning members began. Dr. Hans-Georg Vater and Mr. Helmut Julius had been elected members of the Supervisory Board at the Annual General Meeting held on May 18, If the fiscal year is modified and a short fiscal year created for the period from January 1, 2012 to March 31, 2012, the new members will therefore be elected for the period up to the end of the Annual General Meeting that votes on the formal approval of any actions in the fiscal year ending on March 31, The General Meeting is not bound to accept the persons proposed for election as members of the Supervisory Board. 3. Resolution to change the fiscal year and amend the Articles of Association

10 It is proposed to modify the fiscal year of MEDION AG to bring it into line with the fiscal year of Lenovo Group Ltd., Hong Kong, the fiscal year of the latter running from April 1 in one year to March 31 in the following year. The Management Board and Supervisory Board propose that the following resolution be adopted: The fiscal year is modified and will henceforth begin on April 1 of a calendar year and end on March 31 of the calendar year immediately following. A short fiscal year will be created for the period from January 1, 2012 to March 31, Article 5 (2) of the Articles of Association is repealed and replaced by the following version: "The fiscal year shall begin on April 1 of a calendar year and end on March 31 of the calendar year immediately following. A short fiscal year shall be created for the period from January 1, 2012 to March 31, 2012." 4. Resolution to amend the remuneration paid to the Supervisory Board and to amend the Articles of Association Article 11 (1) of the Articles of Association currently provides for remuneration to be paid to the Supervisory Board as follows: a fixed remuneration element of EUR 30, and a variable element equivalent to 0.07 percent of the Company's distributable profit, reduced by a sum equivalent to 4 percent of the contributions paid to the share capital. It is planned to withdraw performance-related remuneration for the members of the Supervisory Board in the future in order to further reinforce the independence of the Supervisory Board and to take account of the fact that the Company will no longer report distributable profit when the Domination and Profit and Loss Transfer agreement between the Company and Lenovo Germany Holding GmbH comes into effect. The new arrangements proposed to the General Meeting also take into account current trends in discussions on corporate governance. The Management Board and Supervisory Board propose that the following resolution be adopted: Article 11 (1) of the Articles of Association is repealed and replaced by the following version: "Each member of the Supervisory Board shall receive fixed remuneration of EUR 50, per fiscal year. The remuneration for the Chairman of the Supervisory Board shall be EUR 120, per fiscal year. Remuneration shall be payable after formal approval of the annual financial statements. Members of the Supervisory Board who have only been a member of the Supervisory Board for part of a fiscal year shall receive the remuneration pro rata temporis." The Management Board is instructed to submit the amendment to the Articles of Association approved under agenda item 4 for entry in the commercial register only after the end of the fiscal year Election of auditors for the short fiscal year 2012 The Supervisory Board proposes that Märkische Revision GmbH Wirtschaftsprüfungsgesellschaft, Essen, be appointed as auditor of the annual financial

11 statements and the consolidated financial statements of MEDION AG for the short fiscal year from January 1, 2012 to March 31, II. Participation requirements Under article 13 of the Articles of Association, only those shareholders who register on time for the General Meeting are entitled to attend the General Meeting, exercise their voting rights, and file motions. Registrations must be received by the registration office specified below at least six days before the meeting (this period does not include the day of the meeting or the day of receipt of registration). Registrations must therefore arrive at the registration office specified below by midnight CET on December 7, Shareholders must also provide proof of entitlement to attend the General Meeting, exercise voting rights, and file motions. This proof must take the form of a certificate of shareholding in German or English from the depository bank, such certificate to be in text form (as defined in section 126b BGB) and relating to the shareholding as at the start of the 21st day before the General Meeting (November 23, 2011, 0.00 hours CET). Documentary proof must be received by the registration office specified below at least six days before the meeting (this period does not include the day of the meeting or the day of receipt of proof). The documentary proof must therefore arrive at the following registration office by midnight CET on December 7, 2011: MEDION AG c/o Haubrok Corporate Events GmbH Landshuter Allee Munich, Germany Fax: anmeldung@haubrok-ce.de In the relationto the Company, the only criterion for participation in the General Meeting and the exercise of voting rights by a shareholder is whether or not the shareholder has provided the proof of shareholding. A shareholder's entitlement to participate in the General Meeting and the extent of the shareholder's voting rights are determined by the number of shares held by the shareholder on the shareholding reference date (record date). The record date does not constitute any restriction on the use of the shares; in particular, the shares can be bought or sold regardless of the record date. Even if all or some of the shares are sold after the record date, the sole determining factor for participation in the meeting and the extent of voting rights remains the number of shares held by the shareholder on the record date; in other words, the disposal of shares after the record date does not affect the entitlement of the shareholder to attend the meeting, nor does it impact the shareholder's voting rights. The same applies to the purchase of shares after the record date. A person who does not hold any shares on the record date and only becomes a shareholder after this date does not have any entitlement to attend or vote at the General Meeting on December 14, 2011 unless he/she has been duly authorized to act as a proxy or has been given authority to exercise a right. The record date has no relevance as far as entitlement to dividends is concerned. III. Voting by proxy Shareholders who do not wish to attend the General Meeting in person may appoint a proxy, such as the depository bank, a shareholders' association, or another person of their choice, to vote on their behalf. If a shareholder appoints more than one person as a proxy, the Company may reject one or more of these persons. Even if a proxy is ap-

12 pointed, registration and proof of shareholding must be submitted by the specified date in accordance with the abovementioned provisions (see II. above); there is no deadline for the appointment of a proxy. If the proxy is not a bank, shareholders' association, or equivalent entity as specified in section 135 (8) and section 135 (10) AktG, the appointment, withdrawal, and documentary proof of proxy to be submitted to the Company must be in text form as defined in section 126b BGB. Shareholders wishing to be represented by a proxy attending and voting on their behalf may use the proxy appointment form on the reverse of the ticket, which is sent to shareholders after they have properly completed the registration procedure described above by the specified date. A proxy appointment form can also be downloaded at It is not mandatory to use the proxy appointment form. Shareholders can also issue a separate proxy appointment in text form (as defined in section 126b BGB). Proof of the appointment of a proxy can also be submitted by to AOHV2011@medion.com. If the appointed proxy is a bank, an institution equivalent to a bank as specified in section 135 (10) and section 125 (5) AktG, shareholders' association, or entity or person to whom the provisions of section 135 (1) to (7) AktG apply mutatis mutandis in accordance with section 135 (8) AktG, such arrangements are normally subject to special requirements, details of which must be obtained from the proposed proxy concerned. According to the law, the authorization must be issued to a specific appointed proxy and verifiably retained by the proxy concerned. The proxy declaration must also be complete and must only include statements related to the exercise of voting rights. According to section 135 (7) AktG, the validity of votes cast is not prejudiced by any breach of the provisions in section 135 (1) sentences 2 to 7 or section 135 (2) to (6) AktG. As a special service, we offer our shareholders the option of appointing proxies provided by the Company in advance of the General Meeting, such proxies to be bound by instructions from the shareholder concerned. Shareholders wishing to appoint a proxy provided by the Company may use the form for proxy appointment and voting instructions on the reverse of the ticket for the General Meeting, which is sent to shareholders after they have properly completed the registration procedure described above by the specified date. This form should be completed in full and sent in text form (as defined in section 126b BGB) to the following address as early as possible, but to arrive at the Company no later than midnight CET on December 13, 2011: MEDION AG Investor Relations Am Zehnthof Essen, Germany Fax: AOHV2011@medion.com. Proxies provided by the Company can still be appointed or withdrawn, proof of proxy can still be submitted, and instructions can still be issued to appointed proxies provided by the Company even after this date by and during the General Meeting itself. The special Company address AOHV2011@medion.com may be used for the appointment of proxies, the issue of instructions, the withdrawal of proxies, and the submission of proof of the appointment of proxies provided by the Company. Related information is also available to shareholders on the internet at If shareholders appoint the proxies provided by the Company, they must instruct the proxies on how to exercise their voting right. The

13 proxies are required to vote in accordance with the instructions. If no specific, clear instruction is given, the proxies will abstain from voting on the item concerned. IV. Additional information Notice is given that, at the time of the convocation of the General Meeting, the share capital of MEDION AG amounts to EUR 48,418,400.00, divided into the same number of no-par-value shares each with a share of the subscribed capital of EUR Each share confers one vote. Therefore, the total number of votes at the time of the convocation of the General Meeting amounts to 48,418,400. At the time of the convocation of the General Meeting, the Company holds 3,736,970 treasury shares. Therefore, at the time of convocation of the General Meeting, the total number of shares carrying participation and voting rights for the General Meeting amounts to 44,681,430. To determine the voting rights on the day of the General Meeting, the number of treasury shares will be deducted from the total number of shares (48,418,400). As far as the Company is aware, there were no other shares without voting rights at the time the General Meeting was called. V. Information on shareholders' rights pursuant to sections 122 (2), 126 (1), 127, and 131 (1) AktG Supplementary requests (section 122 (2) AktG) Shareholders whose shares together make up a twentieth of the share capital (this equates to 2,420,920 no-par-value shares) or a pro-rata amount of EUR 500, can specify that items be added to the agenda and published. A justification or a draft resolution must be provided for each new item. The Company must receive supplementary requests in writing at least 30 days prior to the General Meeting; this period does not include the day of receipt of the request or the day of the General meeting. The Company must therefore receive any supplementary requests by midnight CET on Sunday, November 13, Supplementary requests received after this time will not be taken into consideration. Supplementary requests are taken into consideration only if the applicants prove that they have been the holders of the shares making up the required minimum shareholding in the three months before the day of the General Meeting. Any supplementary requests must be sent to the following address: MEDION AG Investor Relations Am Zehnthof Essen Germany Motions from shareholders (section 126 (1) AktG) Under section 126 (1) AktG, any shareholder is entitled to file a counter-motion to the proposals of the Management Board and/or Supervisory Board for a particular agenda item. Counter-motions including a justification, received by the Company at the postal address, address, or on the fax number below at least 14 days before the General meeting (this period does not include the day of receipt of the counter-motion or the day of the General meeting), i.e. by midnight CET on Tuesday, November 29, 2011 at the latest, will be made available without delay, along with the name of the shareholder, the justification for the counter-motion, and any responses from the Man-

14 agement, on the internet at (see section 126 (1) sentence 3 AktG). The following postal address, fax number, or address must be used for the submission of counter-motions (including the justification for the counter-motion): MEDION AG Investor Relations Am Zehnthof Essen Germany Fax: AOHV2011@medion.com. Counter-motions sent to a different address will not be taken into consideration. Section 126 (2) AktG specifies cases in which a counter-motion and its justification do not have to be made available on the internet. These cases are described on the Company's website at If a number of shareholders file counter-motions for the same agenda item, the Management Board may amalgamate the counter-motions and their justifications. This is without prejudice to the right of all shareholders to file counter-motions to the various agenda items during the General Meeting without submitting them to the Company by the deadline before the meeting. Nominations from shareholders (section 127 AktG) Under section 127 AktG, any shareholder has the right to submit to the Company nominations for the election of members of the Supervisory Board (agenda item 2) or for the election of the auditors (agenda item 5). Nominations from shareholders received by the Company at the postal address, address, or on the fax number below at least 14 days before the meeting (this period does not include the day of receipt of the nomination or the day of the General Meeting), i.e. by midnight CET on Tuesday, November 29, 2011 at the latest, will be made available without delay, along with the name of the shareholder and any responses from the Management, on the internet at The Management Board does not have to publish the nominations from shareholders if the nominations do not include the name, profession, and place of residence of the nominee or, in the case of nominations for the election of members of the Supervisory Board, details of the nominee's membership in other statutory supervisory boards (see section 127 sentence 3 in conjunction with section 124 (3) sentence 3 and section 125 (1) sentence 5 AktG). According to section 127 sentence 1 in conjunction with section 126 (2) AktG, there are other cases in which nominations do not have to be made available on the internet. These cases are described on the Company's website at In contrast to counter-motions pursuant to section 126 (1) AktG, justification does not need to be provided for nominations. The following postal address, fax number, or address must be used for the submission of nominations: MEDION AG Investor Relations Am Zehnthof Essen Germany

15 Fax: Nominations sent to a different address will not be taken into consideration. This is without prejudice to the right of all shareholders to make nominations for the election of members of the Supervisory Board (agenda item 2) or for the election of the auditor (agenda item 5) during the General Meeting without submitting them to the Company by the deadline before the meeting. Shareholders' right to receive information (sections 131 (1) and 293g (3) AktG) In accordance with section 131 (1) AktG, at the General Meeting, any shareholder may request from the Management Board information about matters concerning the Company, to the extent that this information is necessary to make an informed judgement about the relevant agenda item. The Management Board's duty to provide information also extends to legal and business relationships between the Company and an affiliated company plus the situation of the Group and of the companies covered by the consolidated financial statements (see section 131 (1) sentence 2 and sentence 4 AktG). In certain circumstances, as specified in more detail in section 131 (3) AktG, the Management Board may refuse to provide information. These circumstances are described on the Company's website at Pursuant to section 293g (3) AktG, any shareholder present at the General Meeting must, on request, also be given information on all the other party's affairs material to the proposed agreement in agenda item 1 (Resolution to consent to a Domination and Profit and Loss Transfer Agreement between the Company and Lenovo Germany Holding GmbH). Further details on the rights of shareholders under sections 122 (2), 126 (1), 127, and 131 (1) AktG are available on the Company's website at Reference to the Company's website This invitation to the Extraordinary General Meeting, the documents to be made available to the General Meeting, and other information related to the General Meeting, including information pursuant to section 124a AktG, are available on the Company's website at VI. Transmission of the General Meeting Audio transmission of the introductory speeches by the chairman of the Supervisory Board and by the Management Board will be publicly available on the internet at Essen, November 2011 MEDION AG The Management Board

16 The agenda of the Annual General Meeting has been drawn up in German. The English text is a non-binding convenience translation.