CURANUM AG, Munich - ISIN: DE 000 524070 9 - - WKN: 524070 - Invitation to the Ordinary Shareholders' General Meeting We invite our shareholders to the Ordinary Shareholders' General Meeting to be held in the premises of CURANUM Betriebs GmbH, Ravensberger Seniorenzentrum, Ravensberger Strasse 10a, 33602 Bielefeld, on Thursday, July 1, 2010 at 11 a.m. (Central European Summer Time). I. Agenda 1. Presentation of the approved annual financial statements as of December 31, 2009, the approved consolidated financial statements as of December 31, 2009, the management report of CURANUM AG for the 2009 financial year, the Group management report for the 2009 financial year, the report of the Supervisory Board on the 2009 financial year, and of an explanatory report of the Management Board relating to disclosures pursuant to 289 Section 4, 315 Section 4 and 289 Section 5 of the German Commercial Code (HGB) In accordance with stock corporation law regulations, the above-mentioned documents must be made accessible to the Shareholders' General Meeting. They can be downloaded from the company's website at the address www.curanum.de using the links "Investor Relations" / "English Version" and "Stockholders meeting". They are also available for viewing by shareholders in the company's business premises (Maximilianstrasse 35c, 80539 Munich) from the date when the Shareholders' General Meeting is convened, as well as at the Shareholders' General Meeting itself. All shareholders will be sent a copy of the above-mentioned documents immediately and free of charge on request.
- 2 - No Shareholders' General Meeting resolution is envisaged for agenda item 1 since, already on March 24, 2010, the Supervisory Board approved the single-entity parent company annual financial statements and consolidated financial statements, which were both prepared by the Management Board, and the single-entity parent company annual financial statements have been thereby adopted pursuant to 172 Clause 1 of the German Stock Corporation Act (AktG). 2. Application of unappropriated retained earnings For the 2009 financial year, the Management and Supervisory boards propose that the Shareholders' General Meeting carries the full amount of unappropriated retained earnings of EUR 25,771,196.86 forward to a new account. 3. Discharge of the Management Board members for the 2009 financial year The Management and Supervisory boards propose discharging all members of the Management Board who have served during the 2009 financial year with respect to the current financial year. 4. Discharge of the Supervisory Board members for the 2009 financial year The Management and Supervisory boards propose discharging all members of the Supervisory Board who have served during the 2009 financial year with respect to the current financial year. 5. Election of the auditor for the 2010 financial year On recommendation of the Audit Committee, the Supervisory Board proposes electing Wirtschaftstreuhand GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, to be the auditor of both the parent company and consolidated financial statements for the 2010 financial year. 6. New elections to the Supervisory Board As the result of a Shareholders' General Meeting resolution on June 23, 2005, Dr. Dieter Thomae and Mr. Michael Sasse were elected to the Supervisory Board from up to the end of the Shareholders' General Meeting that passes a resolution concerning their discharge for the 2009 financial year. As the result of a Shareholders' General Meeting resolution on June 24, 2008, Mr. Bernd Scheweling and Dr. Uwe Ganzer were elected to the Supervisory Board from up to the end of the Shareholders' General Meeting that passes a resolution concerning their discharge for the 2009 financial year. As the result of a Shareholders' General Meeting resolution on June 25, 2009, Dr. Michael B. Treichl was elected to the Supervisory Board up to the end of the Shareholders' General Meeting that passes a resolution concerning his discharge for the 2009 financial year. Mr. Bernd Steffen Quade was appointed a Supervisory Board member by the Munich District Court - Registration Court - as the result of a resolution as of October 7, 2009.
- 3 - With a resolution dated May 5, 2010, the Munich District Court - Register Court - appointed Dr. Martin Hoyos as a Supervisory Board member. As a consequence, new elections for the entire Supervisory Board are to be held. The Supervisory Board is composed pursuant to 96 Section 1 and 101 Section 1 of the German Stock Corporation Act (AktG) and consists exclusively of shareholder Supervisory Board members; pursuant to 95 Clause 1 and 2 of the German Stock Corporation Act (AktG) and 10 Section 1 of the company bylaws, the Supervisory Board consists of six members. The Supervisory Board proposes electing the following persons to the Supervisory Board of CURANUM AG from the conclusion of this Shareholders' General Meeting onwards up to the conclusion of the Shareholders' General Meeting that passes a resolution concerning the discharge of the Supervisory Board for the 2014 financial year: a) Dr. Dieter Thomae, Business Studies Graduate, former member of the Lower House of the German Parliament, established consultant in the field of health care, resident in Sinzig. Dr. Thomae is not a member of any other Supervisory Board required by law, and is not a member of any other comparable German or foreign controlling body of commercial companies. If he is elected to be a Supervisory Board member, Dr. Thomae intends to stand as a candidate for the chair of the Supervisory Board. b) Prof. Dr. Dr. h. c. Peter Oberender, Director of the Social Law and Health Economy Research Center at the University of Bayreuth, Director of the Institute for Medicine Management and Health Sciences at the University of Bayreuth, and senior partner of the Oberender & Partner management consultancy, resident in Bayreuth Prof. Dr. Dr. h. c. Peter Oberender is a member of the following Supervisory boards requiring statutory formation: - Supervisory Board member of EconoMedic AG, Bayreuth, - Supervisory Board member of Imaging Service AG, Niederpöcking, - Supervisory Board member of TruDent Zahnärztliche Behandlungskonzepte AG, Eckernförde. Prof. Dr. Dr. h. c. Peter Oberender is not a member of any German or foreign controlling bodies of commercial companies that are comparable to a Supervisory Board requiring statutory formation.
- 4 - c) Dr. Uwe Ganzer, Sole Management Board member of Varta AG, resident in Hanover. Dr. Ganzer is a member of the following Supervisory boards required by law: - Supervisory Board member of Expert AG, Langenhagen - Supervisory Board member of KUKA AG, Augsburg Dr. Ganzer is not a member of any controlling body of a German or foreign commercial company comparable with a Supervisory Board required by law. d) Dr. Martin Hoyos, former member of the Management Board of KPMG AG Wirtschaftsprüfungsgesellschaft, established certified public auditor, resident in Vienna. Dr. Hoyos is a member of the following Supervisory boards required by law, and the following German or foreign controlling bodies of commercial companies comparable to Supervisory boards required by law: - Supervisory Board member of KPMG AG, Berlin, - Supervisory Board member of AMG NV (Advanced Metallurgical Group), Amsterdam (Netherlands), - Supervisory Board member of CAG Holding GmbH, Marktl (Austria), - Supervisory Board member of Prinzhorn Holding GmbH, Oberwaltersdorf (Austria). e) Dr. Michael B. Treichl, managing shareholder of Audley Capital Advisors LLP, resident in London (United Kingdom) Dr. Treichl is not a member of any further Supervisory Board required by law. Dr. Treichl is a member of the following German or foreign controlling bodies of commercial companies comparable with a Supervisory Board required by law: - Supervisory Board member of TAS-NCH Holding S.p.r.l., Milan (Italy), - Supervisory Board member of Egmont Investments S.A., Geneva (Switzerland). f) Mr. Bernd Steffen Quade, Business Studies Graduate, CFO of Simons Voss Technologies AG, resident in Unterföhring Mr. Quade is not a member of any other Supervisory Board required by law, and is not a member of any other comparable German or foreign controlling body of commercial companies. If elected to be a Supervisory Board member, Dr. Dieter Thomae intends to stand again as a candidate for the chair of the Supervisory Board. The intention is to con-
- 5 - duct the Supervisory Board chair election directly following the Shareholders' General Meeting. The Shareholders' General Meeting is not bound to election proposals. All elections will be conducted as individual elections. 7. Resolution regarding the authorization for the Company to purchase and sell its own shares as per 71 Section 1 Number 8 of the German Stock Corporation Act (AktG). The authorization that forms the subject to the resolution of the Shareholders' General Meeting on June 25, 2009 relating to the purchase and disposal of treasury shares is valid until December 24, 2010 and, therefore, expires before the Ordinary Shareholders' General Meeting in 2011. For this reason, the intention is to create a new authorization. The Management and Supervisory boards recommend adopting the following resolution: (a) (b) (c) The Company shall be authorized to acquire its own shares with a proportional amount of the issued share capital of up to a total of 10% of the issued share capital in existence at the time of the passing of the resolution. At no time are the acquired shares permitted together with other treasury shares, whose owner is the Company, or which must be treated as such pursuant to 71d and 71e of the German Stock Corporation Act to exceed 10% of the issued share capital. The authorization may be exercised either wholly or in partial amounts, once or on several occasions, in pursuit of one or several purposes on the part of the Company, Group companies, or by third parties either on behalf of the Company or Group companies. The purchase shall be performed according to the choice of the Management Board either via the stockmarket or via a public purchase offer. aa) If the shares are acquired via the stock market, the purchase price paid for each company share (excluding incidental purchase costs) must not fall below 10% nor exceed 10% of the average of the closing prices on the three stock market trading days before the obligation to purchase is entered into ("Reference days"). In this respect, the "closing price" shall be the closing price calculated in the closing auction with respect to each individual stock market trading day, or, if such a closing price is not calculated on the relevant trading day, the last price of the company's share calculated during current trading. In this respect, reference on all three reference days shall be made to the price in XETRA trading (or a comparable successor system) of the Frankfurt Securities Exchange, or the closing price formed in floor trading at a German securities exchange, or the last price formed in current trading, which reflected the highest level of turnover in the ten stock exchange days preceding the first of the three reference days.
- 6 - bb) If the purchase is made via a public purchase offer, the purchase price offered per share (excluding ancillary purchase costs) must not fall below 10% nor exceed 10% of the average of the closing prices (as defined in figure aa) on the three stock market days before the cut-off date. The "cut-off date" shall be the date of the publication of the Company's decision to issue a public offer, or, in the event of an amendment to the offer, the day of the final decision of the Management Board concerning the amendment to the offer. It shall be possible for the purchase offer to entail conditions. If more shares are tendered to the Company for repurchase than the Company has offered to repurchase in total, the Company shall repurchase shares according to the ratio of the shares tendered. It shall be possible to make preferential acceptance of small numbers of shares up to 100 tendered shares per shareholder. (d) The Management Board shall be authorized to utilize all company shares acquired on the basis of an authorization pursuant to 71 Section 1 Number 8 of the German Stock Corporation Act (AktG) for all legally permissible purposes, particularly also for the following purposes: aa) bb) cc) The shares may be cancelled with the approval of the Supervisory Board either fully or in part, without the cancellation, or the performance of the cancellation, requiring a further resolution on the part of the Shareholders' General Meeting. The Management Board may determine that, as part of a simplified procedure, including without capital reduction, the shares may be cancelled through adjusting the proportional arithmetic amount of the remaining ordinary shares within the company's issued share capital. In this instance, the Management Board shall be authorized to adjust the disclosure of the number of ordinary shares in the company bylaws. The shares may be transferred in return for payment-in-kind, particularly also in connection with corporate mergers and the acquisition of facilities, companies, part of companies and equity stakes in companies. It shall be possible for the shares to be transferred to satisfy conversion or option rights arising from convertible or option debt securities that have been issued, or are issued, by CURANUM AG or by companies in which CURANUM AG holds majority stakes, either directly or indirectly, or as part of the satisfaction of conversion obligations arising from such convertible debentures. dd) It shall be possible for the shares to be sold in another manner than via the stockmarket if the shares are sold for cash at a price that is not significantly less than the stockmarket price of the Company's shares at the time of disposal. To the extent that the shares sold are offered to shareholders under exclusion of their subscription rights, they must not
- 7 - amount to less than a total of 10% of the issued share capital, neither at the time when this authorization becomes effective nor at the time when this authorization is utilized. (e) (f) (g) The authorizations in sections (d) bb) to dd) shall also apply for Company shares acquired on the basis of 71d Clause 5 of the German Stock Corporation Act. It shall be possible for the authorizations in section (d) to be utilized either once or on several occasions, either wholly or in part, and either individually or jointly. It shall be possible to exclude shareholder subscription rights to treasury shares only to the extent that these are used pursuant to the authorizations in sections (d) bb) to dd). The following should be included in the calculation of the 10% limit applying for disposals of treasury shares pursuant to the authorization in section (d) dd) under exclusion of subscription rights: Shares that are issued during the period of this authorization in direct or effective application of 186 Section 3 Clause 4 of the German Stock Corporation Act from approved capital excluding shareholder subscription rights, and Shares issued, or to be issued, to service debt instruments with conversion or option rights, to the extent that the debt instruments were issued during the period of this authorization in effective application of 186 Section 3 Clause 4 of the German Stock Corporation Act under exclusion of shareholder subscription rights. (h) (i) The Supervisory Board shall be able to determine that Management Board measures based on this resolution of the Shareholders' General Meeting may be conducted only with its approval. The authorization shall be valid until June 30, 2015. The current authorization to acquire own shares which resulted from a resolution of the Shareholders' General Meeting of June 25, 2009 (agenda point 8), shall be hereby cancelled, to the extent that no utilization has been made of this authorization to date. 8. Resolution concerning amendments to the bylaws in line with the Shareholder Rights Guidelines Implementation Act (ARUG) Due to the amendments to stock corporation law regulations concerning the convening and conducting of Shareholders' General Meetings arising from the Shareholder Rights Guidelines Implementation Act (ARUG), which came into force on September 1, 2009, it is intended that the convening period included in the Company bylaws should be adapted to the amended legal position, and that use should be made of the option to authorize the Management Board to facilitate participation in the Shareholders' General Meeting either online or by postal voting. As a consequence, the Management Board and Supervisory boards recommend adopting the following resolutions:
- 8 - a) 17 Section 2 of the bylaws shall be reformulated as follows: "(2) The Shareholders' General Meeting shall be convened within the statutory period through publication in the electronic Federal Gazette (Bundesanzeiger). Publication duties above and beyond this shall be hereby unaffected." b) In 18, the following sections 4 and 5 shall be supplemented as follows: "(4) The Management Board shall be authorized to make arrangements so that shareholders can participate in the Shareholders' General Meeting without their being present at the meeting, and without an authorized voting officer, and shall be able to exercise all their rights, or their individual rights, either partially or wholly by way of electronic communications. (5) The Management Board shall be authorized to make arrangements so that shareholders may also submit their votes also without participating in the meeting, either in written form or by way of electronic communications (postal voting). II. Report to the Shareholders' General Meeting Pursuant to 71 Section 1 Number 8 Clause 5 Semi-clause 2 of the German Stock Corporation Act in combination with 186 Section 4 Clause 2 of the German Stock Corporation Act, the Management Board provides the following report relating to Point 7 of the agenda to the Shareholders' General Meeting: The proposed authorization relating to agenda item 7 permits the Company, pursuant to 71 Section 1 Number 8 of the German Stock Corporation Act (AktG), to acquire its own shares up to a level of 10% of the Company's current issued share capital, either via the stock market or through a public purchase offer, for purposes other than securities trading. It is intended that the proposed authorization will be valid until June 30, 2015. In the case of purchase through a public purchase offer, all shareholders may decide how many shares they wish to offer for purchase. In doing so, the principle of equal treatment according to German stock law must be adhered to. Acceptance must be on a quota basis if the number of shares offered at the fixed price exceeds the maximum volume of shares demanded by the Company. It should be possible to include a preferential acceptance of small amounts of shares tendered, or small portions of tenders, up to a maximum of 100 shares. This possibility is intended to simplify technical processing, and to avoid small residual holdings. The authorization intends that the purchase price offered per share (excluding ancillary purchase costs) in the case of purchase via the stock market must not fall below 10% nor exceed 10% of the average of the closing prices (as defined in the proposed authorization resolution) on the three stock market trading days that precede the entry into the purchase obligation. If the purchase is made via a public purchase offer, the
- 9 - purchase price offered (excluding ancillary purchase costs) must not fall below 10% nor exceed 10% of the average of the closing prices on the three stock market days before the cut-off date. In the case of a public purchase offer, the "cut-off date" shall be the date of the publication of the Company's decision to issue a public offer, or, in the event of an amendment to the offer, the day of the final decision of the Management Board concerning the amendment to the offer. The purchase offer may contain conditions such as reaching a minimum acceptance ratio. Own shares purchased on the basis of this authorization together with other treasury shares that the Company has already purchased and still owns, must not exceed 10% of the Company's issued share capital. The intention is that the treasury shares acquired by the Company be used for all legally permissible purposes, particularly including the following: The intention is that the Company may cancel the shares acquired on the basis of an authorization resolution without a renewed resolution on the part of the Shareholders' General Meeting. It is envisaged that this may be possible both with and without a reduction in the Company's issued share capital. In the latter case, the proportionate share of the remaining ordinary shares in the issued share capital, which remains unchanged, increases automatically. For this reason, the intention is also that the Management Board should be authorized to adjust in the Company bylaws the number of ordinary shares that reduces as the result of a cancellation. It is intended that the disposal of treasury shares may also be in return for non-cash capital contributions, and excluding shareholder subscription rights. This enables the Company to use its treasury shares directly or indirectly as a consideration in connection with the corporate mergers, the acquisition of companies, parts of companies, equity interest in companies, the acquisition of facilities, or other assets in order to improve the company's competitive position. Payment in the form of shares is frequently demanded in the case of such transactions. The proposed resolution provides the Company with the requisite scope for maneuver to rapidly and flexibly exploit opportunities to the extent that they arise. The proposed exclusion of subscription rights reflects such a policy. When determining the valuation ratios, the Management Board will ensure that shareholders' interests are appropriately protected. The Management Board will use the stock market price of the Company's share as the basis for measuring the value of the CURANUM shares transferred as consideration. The proposed resolution also contains the authorization to sell the acquired treasury shares off-bourse in exchange for cash payment, and excluding subscription rights at a price that is not significantly less than the stock market price of the Company's shares at the time of the disposal. This authorization utilizes the opportunity for easier exclusion of subscription rights pursuant to 71 Section 1 Number 8 Clause 5 of the German Stock Corporation Act in combination with 186 Section 3 Clause 4 of the German Stock Corporation Act. The option to exclude shareholders subscription rights enables more rapid inflow of funds to the Company than could be achieved by a purchase offer to all shareholders
- 10 - that protected shareholder subscription rights. When granting subscription rights, the company might also be unable to react rapidly to favorable market circumstances due to the length of the subscription period. This authorization consequently lies in the Company's interest because it enables it to enjoy greater flexibility. Since the disposal price for treasury shares may not deviate significantly from the stock market price at the time of the disposal, shareholders' interests in a non-dilutive valuation of their shareholdings are taken into consideration. These shareholders have the opportunity to maintain their shareholding stakes through purchases on the stock market. The intention is also that the shares be transferred to satisfy conversion or option rights arising from convertible or option debt securities that have been issued, or are issued, by CURANUM AG or by companies in which CURANUM AG holds majority stakes, either directly or indirectly, or as part of the satisfaction of conversion obligations arising from such convertible debentures. It may be expedient not to perform a capital increase, and to instead use treasury shares already available. It is also intended that the authorization shall apply on the basis that shares sold under exclusion of subscription rights corresponding to 186 Section 3 Clause 4 of the German Stock Corporation Act must not in total exceed 10% of the issued share capital, neither at the time when the authorization becomes effective nor at the time when it is utilized. This 10% limit must also include new shares that are issued, or are required to be issued, during the duration of this authorization under the exclusion of shareholders' subscription rights in direct or effective application of 186 Section 3 Clause 4 of the German Stock Corporation Act (AktG), or in order to service debt securities with conversion or option rights, to the extent that the debt securities are issued during the duration of this authorization in effective application of 186 Section 3 Clause 4 of the German Stock Corporation Act (AktG) under the exclusion of subscription rights. With the exception of the cancellation of shares without a further resolution on the part of the Shareholders' General Meeting, it is intended to utilize the abovementioned opportunities of application not only with respect to such shares acquired on the basis of the authorization resolution pursuant to 71 Section 1 Number 8 of the German Stock Corporation Act (AktG). On the contrary, it is intended that this authorization to utilize treasury shares will also include such shares acquired pursuant to 71d Clause 5 of the German Stock Corporation Act (AktG). It is advantageous, and creates further flexibility, to be able to use these treasury shares in the same way as is the case with shares acquired on the basis of an authorization resolution. In all cases, the Management Board will report to the Shareholders' General Meeting concerning the utilization of this authorization. Within the scope of the discretion incumbent upon it, the Supervisory Board may determine that Management Board measures based on the authorization may be performed only with its approval. Under consideration of all the above-mentioned circumstances, the Management and Supervisory boards regard the exclusion of subscription rights in the abovementioned cases as objectively justified for the above-mentioned reasons, and as appropriate with respect to shareholders.
- 11 - III. Prerequisites for participation in the Shareholders' General Meeting and exercise of voting rights Pursuant to 18 of the Company's bylaws, those shareholders are entitled to participate in the Ordinary Shareholders' General Meeting, and to exercise voting rights and other shareholder rights, who register providing proof of their shareholdings in good time before the Shareholders' General Meeting in written form in either German or English by post, fax or e-mail to the address, fax number or e-mail address below. The registration, and evidence of shareholding, must be forwarded to the Company at the address, fax number or e-mail address communicated for this purpose below, at the latest by July 24, 2010, 24:00 p.m. (Central European Summer Time). Entitlement to participate in the Shareholders' General Meeting, and to exercise voting rights and other shareholder rights, must be evidenced by a certificate concerning the shareholding provided by the depositary bank in textual form in either German or English language. The certification must relate to the start of the 21st day before the Shareholders' General Meeting, in other words, Thursday, June 10, 2010, 24:00 p.m (Central European Summer Time). Registration and evidence of shareholdings must be forwarded to the Company by post, fax or e-mail to the following address, fax number or e-mail address: CURANUM AG c/o Commerzbank AG WASHV dwpbank AG Wildunger Straße 14 60487 Frankfurt am Main Fax: + 49 (0)69 5099 1110 E-Mail: hv-eintrittskarten@dwpbank.de Upon timely receipt of registration and certification of share ownership within the Company, tickets will be dispatched to shareholders for the Shareholders' General Meeting. In order to ensure that entry tickets are received on time, we would kindly ask shareholders to request entry tickets at as early a juncture as possible from their depositary bank. In these instances, the depositary bank performs the requisite registration and evidence of relevant shareholdings. With respect to the Company, only those shareholders are entitled to participate in the meeting and exercise their shareholder rights who have provided evidence of their shareholdings. In this context, entitlement to participate and the scope of voting rights are based exclusively on shareholdings as of the cut-off date for producing evidence of shareholdings. The cut-off date for producing evidence of shareholdings does not entail any block on the ability to dispose of shareholdings. Disposals following the cut-off date for producing evidence of shareholdings have no significance for the statutory right of the party that performs the disposal to participate and vote at the meeting. It should nevertheless be noted that, pursuant to 405 Section 3 Number 1 of the German Stock Corporation Act (AktG), it is not permitted to utilize the shares of another party, where the
- 12 - other party has not authorized representation, and without the other party's authorization to exercise rights at the Shareholders' General Meeting. Equally, the purchase of shares in the Company following the cut-off date for producing evidence of shareholdings results in no changes with respect to participation and voting rights. Parties that do not hold shares as of the cut-off date for producing evidence of shareholdings, and do not become shareholders until after this date, are not entitled to participate and vote. IV. Procedure for the submission of votes by authorized voting officers at the Shareholders' General Meeting Shareholders who do not wish to participate personally in the Shareholders' General Meeting may allow their voting rights and/or other rights to be exercised by an authorized person, including a shareholder association or bank, other institutions or persons included in 135 of the German Stock Corporation Act, or another person of their choice, or other voting rights representatives nominated by the Company who are bound to follow shareholder instructions. In this instance, too, proper registration must be made by the relevant deadline, and proof of shareholdings is required pursuant to the above provisions. The granting of authorization, its revocation, and proof of the authorization submitted to the Company must be made in written form. The granting and revocation of authorizations may be made either to the authorized person or to the Company. The authorization evidence, which is only required if the authorization is not submitted to the Company, must be shown by the authorized person at the entry control on the date of the Shareholders' General Meeting, or must be submitted to the Company by post, fax or e-mail. The granting and revocation of the authorization through a statement to the Company, as well as the approval of the authorization to the Company, to the extent that the authorization is not shown by the authorized person on the date of the Shareholders' General Meeting at the entry control, must be submitted to the Company by post, fax or e-mail to the following address, fax number or e-mail address: CURANUM AG Investor Relations HV 2010 Maximilianstrasse 35 c 80539 Munich Fax number: + 49 (0)89 242065 10 E-mail: ir@curanum.de An authorization form can be found on the rear side of the entry card that is sent to persons who are properly registered for the Shareholders' General Meeting. This form can also be downloaded from the Company's website at www.curanum.de using the links "Investor Relations" / "English version" and "Stockholders meeting". The granting of authorizations by shareholders and shareholder representatives present at the Shareholders' General Meeting to other parties present at the Sharehold-
- 13 - ers' General Meeting is also possible. However, banks, shareholder associations or other institutions or persons equivalent to such parties as the result of stock corporation law provisions may only issue delegated powers of attorney to persons who are not their employees if the power of attorney permits, pursuant to 135 Section 5 Clause 1 of the German Stock Corporation Act (AktG) (potentially in combination with 135 Section 8 of the German Stock Corporation Act (AktG) or 135 Section 10, 125 Section 5 of the German Stock Corporation Act (AktG). The above regulations regarding the form of authorizations do not encompass the form of granting, revocation or proof of authorizations to banks, shareholder associations or other institutes or persons included in 135 of the German Stock Corporation Act (AktG). Particularities may be valid in such instances; shareholders are requested in such instances to coordinate with authorized persons in good time concerning the authorization form that they may potentially require. If a shareholder wishes to authorize a bank or shareholder association or another institution or person equivalent to these as the result of stock corporation law provisions, the shareholder should previously enquire whether the bank, shareholder association, institution or person will be represented or present at the CURANUM AG Shareholders' General Meeting. If a shareholder authorizes more than one person, the Company may reject one or several authorized persons. We offer our shareholders the possibility of authorizing before the Shareholders' General Meeting a voting right representative nominated by the Company, who is bound to follow shareholders' instructions, Mrs. Bettina Pöschl, Munich, employee of the Company. Shareholders who wish to authorize the Company's nominated voting right representative require a Shareholders' General Meeting entry card for this purpose, and can download a voting representation form at www.curanum.de using the links "Investor Relations" / "English version" und "Stockholders meeting". The voting representation form can also be requested free of charge from the Company on telephone number +49 (0) 89/ 24 20 65-0 (working days from 09:00 a.m. until 17:00 p.m.). There is no obligation to use the authorization/instruction form provided by the Company for the Company's voting right representative. The order should be submitted as early as possible to the depository bank in order to ensure that the entry card is received on time. The Company-nominated voting right representative votes on individual agenda items on the basis of shareholder authorizations in line with the instructions that the shareholders have issued. In exercising voting rights, the Company's voting right representative is not subject to any voting instructions on the part of CURANUM AG. Where instructions are unclear, the Company-nominated voting right representative must abstain from the relevant agenda item. The Company-nominated voting right representative may not exercise voting rights on votes whose subject is unknown in advance of the Shareholders' General Meeting (for instance, points of order). In such instances, the Company voting right representative will either abstain or not participate in the voting. Corresponding regulations apply when voting concerning a countermotion where there are no express instructions. The Company voting right representa-
- 14 - tive accepts no authorizations relating to the lodging of appeals against Shareholders' General Meeting resolutions, relating to the exercise of the right to speak or submit questions, or to the submission of motions. The granting of authorizations and their revocation require written form. For organizational reasons, authorizations and instructions to the Company voting right representative must be submitted to the Company by June 29, 2010 24:00 p.m. (Central European Summer Time) at the latest, by post, fax or e-mail to the following address, fax number or e-mail address: CURANUM AG Investor Relations HV 2010 Maximilianstrasse 35 c 80539 Munich Fax number: + 49 (0)89 242065 10 E-mail: ir@curanum.de Alternatively, authorizations and instructions may be passed to the voting right representative during the Shareholders' General Meeting. V. Shareholder rights Motions relating to the supplementing of the agenda pursuant to 122 Section 2 of the German Stock Corporation Act (AktG) Shareholders whose shares altogether amount to one twentieth of the issued share capital or a proportional share of the issued share capital of EUR 500,000.00, may demand that items be entered and announced on the agenda. Such requests must be directed in written form ( 126 of the German Civil Code [BGB]) to the Company's Management Board. The address is as follows: CURANUM AG Vorstand HV 2010 Maximilianstrasse 35 c 80539 Munich Such requests must reach the Company by May 31, 2010 24:00 p.m. (Central European Summer Time) at the latest. Each new agenda item must be accompanied by a justification or draft proposal. Proposers must provide evidence that they have held the minimum shareholding for at least three months before the date on which their request reaches the Company, and that they remain in possession of the shares until the decision regarding their request. Shareholder motions and election proposals pursuant to 126 Section 1, 127 of the German Stock Corporation Act (AktG) Each shareholder is also entitled to submit motions or election proposals (relating only to agenda items) relating to agenda items as well as to the Shareholders' General Meeting rules of procedure, without there being any requirement to make an announcement, publication or other particular action before the Shareholders' General Meeting.
- 15 - The Company will make any shareholder motions and election proposals, including the shareholder's name, justification (which is not required for election proposals) and any opinion on the part of the administration available at www.curanum.de using the links "Investor Relations" / "English Version" and "Stockholders meeting", if they are submitted to the Company at least 14 days before the meeting, in other words, by June 16, 2010, 24:00 p.m. (Central European Summer Time), by post or fax to the address or fax number shown below: CURANUM AG Vorstand HV 2010 Maximilianstrasse 35 c 80539 Munich Fax number: + 49 (0)89 242065 10 The Company may refrain from publishing a countermotion and its justification, if one of the reasons pursuant to 126 Section 2 Number 1 to 7 of the German Stock Corporation Act (AktG) applies. A justification for a countermotion does not need to be published if it amounts to a total of more than 5,000 characters. Apart from the instances where 126 Section 2 of the German Stock Corporation Act (AktG) applies, the Management Board does also not need to publish shareholder election proposals if they do not contain information regarding the name, profession and residence of the proposed Supervisory Board members or auditors, or company and residence of the proposed auditing company respectively, or information regarding membership of the proposed Supervisory Board members in other Supervisory boards requiring statutory formation in the meaning of 125 Section 1 Clause 5 of the German Stock Corporation Act (AktG). Shareholder right to information pursuant to 131 Section 1 of the German Stock Corporation Act (AktG) Pursuant to 131 Section 1 of the German Stock Corporation Act (AktG), the Management Board must provide, on request, each shareholder during the Shareholders' General Meeting with information concerning Company matters, to the extent that they are required in order to make an objective assessment of items on the agenda. This obligation to provide information also comprises the Company's legal and business relationships to an associated Company as well as the position of the Group and Companies included in the consolidated financial statements, also under the condition that the information is required for the objective assessment of agenda items. The Management Board may refrain from responding to individual queries for reasons specified in 131 Section 3 of the German Stock Corporation Act (AktG). Pursuant to 18 Section 3 Clause 3 of the Company bylaws, the chairperson of the Shareholders' General Meeting is entitled to impose time limits on the shareholders with respect to their right to speak and pose questions; in particular, he or she shall be entitled, either at the beginning of the Shareholders' General Meeting or during the meeting, to impose an appropriate timeframe for the total duration of the meeting, for comments on individual points of the agenda as well as for speeches or questions made by individual speakers.
- 16 - VI. Publications on the Company website pursuant to 124a of the German Stock Corporation Act (AktG) Publications pursuant to 124a of the German Stock Corporation Act (AktG) can be found on the Company's website at www.curanum.de using the links "Investor Relations" / "English version" and "Stockholders meeting". VII. Announcement date The Ordinary Shareholders' General Meeting on July 1, 2010 will be announced by publication of the above agenda in the electronic Federal Gazette (Bundesanzeiger) on May 20, 2010. VIII. Total number of shares and voting rights at the time when the Shareholders' General Meeting is convened At the time of the convening of the Shareholders' General Meeting (May 20, 2010), the Company's issued share capital is divided into 32,660,000 ordinary bearer shares, each of which grants one vote. The 405,102 treasury shares that the Company holds at the time of the convening of the Shareholders' General Meeting on May 20, 2010 are not entitled to voting rights, however, as a consequence of which the total number of voting rights at the time of the convening of this Shareholders' General Meeting amounts to 32,254,898. Munich, May 2010 CURANUM AG The Management Board