Invitation Our shareholders are hereby invited to the Extraordinary General Meeting to be held on Wednesday, January 17, 2007, at 10:00 a.m. in the International Congress Center (ICC) at the corner of Neue Kantstrasse and Messedamm, 14057 Berlin (Charlottenburg), Germany. ......................................................................................................................
Agenda Transfer of the shares of the minority shareholders in Schering AG to Bayer Schering GmbH as the main shareholder in return for adequate cash compensation pursuant to §§ 327a et seq. German Stock Corporations Act [Aktiengesetz, "AktG"]
Bayer Schering GmbH (formerly named Dritte BV GmbH) with its registered office in Leverkusen, registered in the commercial register of the Local Court [Amtsgericht] in Cologne under HRB 52162 holds approximately (excluding the treasury shares held by Schering AG) 96.1% and, thus, more than 95% of the share capital of Schering AG. Thus Bayer Schering GmbH is the main shareholder of Schering AG within the meaning of § 327a para. 1 sentence 1 AktG and has requested the General Meeting of Schering AG to pass a resolution on the transfer of shares of the minority shareholders to the main shareholder in return for adequate cash compensation pursuant to §§ 327a et seq. AktG.
The amount of cash compensation has been determined by Bayer Schering GmbH at EUR 98.98 per share of Schering AG.
The Management Board and Supervisory Board propose the following resolution at the request of Bayer Schering GmbH:
"Pursuant to §§ 327a et seq. AktG the bearer shares of the other shareholders in Schering AG (minority shareholders) are transferred to the main shareholder, Bayer Schering GmbH with its registered office in Leverkusen, in return for adequate cash compensation to be paid by the main shareholder in the amount of EUR 98.98 for each bearer share representing a proportionate amount of the share capital of EUR 1.00."
The cash compensation to be paid by Bayer Schering GmbH bears interest from the date of the notice that the resolution on the transfer of shares has been registered in the commercial register of Schering AG at an annual rate of two percent above the current base interest rate under § 247 German Civil Code [Bürgerliches Gesetzbuch, "BGB"].
Bayer Schering AG has provided the Management Board of Schering AG with the declaration from Commerzbank AG, Frankfurt am Main, in which Commerzbank AG assumes the guarantee for the fulfillment of the obligation of Bayer Schering GmbH to pay the determined cash compensation for each transferred share in Schering AG without undue delay after the registration of the resolution on the transfer of shares in the commercial register. | | Bayer Schering GmbH has shown in a written report to the General Meeting the conditions of the transfer of shares of the minority shareholders and has explained and supported the adequateness of the cash compensation.
The adequateness of the cash compensation has been confirmed by Dr. Ebner, Dr.aStolz und Partner GmbH Wirtschaftsprüfungsgesellschaft, Steuerberatungs-gesellschaft, Stuttgart, as the expert auditor selected and appointed by the District Court [Landgericht] Berlin.
Conditions of attendance
Shareholders are only entitled to attend the General Meeting and exercise their voting rights if they have submitted proof of stock ownership to the Company in text form (section 126b BGB) in German or English by the end of January 10, 2007. Proof of stock ownership must refer to the beginning of December 27, 2006 and must be provided in text form (section 126b BGB) in German or English. The registration and proof of stock ownership must be sent to the Company at the following address (registration agent):
Schering AG c/o Deutsche Bank AG General Meetings 60272 Frankfurt am Main, Germany.
Shareholders who wish to attend the General Meeting are requested to inform their custodian bank as soon as possible. The custodian bank will send the registration form and the proof of stock ownership in the required form to the registration agent, which will issue the admission cards for the General Meeting.
Documents available for inspection
Shareholders can inspect the following documents as of the date on which the General Meeting is convened at the business premises of
Schering AG Legal Department Müllerstrasse 178 13353 Berlin, Germany
and on the Internet at www.schering.de, under “Investor Relations/Corporate Governance/General Meeting”:
1. the draft resolution on the transfer of shares;
2. the annual financial statements and management reports of Schering AG for the previous three fiscal years 2003, 2004 and 2005, as well as the corporate group financial statements and the corporate group management report of Schering AG for the previous three fiscal years 2003, 2004 and 2005; |
