12.05.2004

GILDEMEISTER to strengthen its capital base

Bielefeld. The Executive Board of GILDEMEISTER Aktiengesellschaft, with the consent of the Supervisory Board, has decided to strengthen its capital base. For every two GILDEMEISTER shares held, shareholders may subscribe for one new share. The company will raise appr. Euro 60 million from the capital increase. To further optimise GILDEMEISTER's financing structure, a long-term corporate bond issue is being evaluated.

HVB Corporates & Markets and WestLB are mandated as Joint Lead Managers for the capital increase and the rights offering. The Banks have agreed subject to customary conditions to underwrite the appr. 14.4 million new shares at a minimum subscription price of Euro 4.15 per share with the obligation to offer them to the shareholders of GILDEMEISTER Aktiengesellschaft for subscription. The final subscription price will be published on May 28, 2004. The new shares will be entitled to full dividend for the current financial year 2004. The proceeds from the capital increase will be used to strengthen GILDEMEISTER's capital base, to reduce short and medium-term liabilities, to ensure strategic options and to further finance the expansion in Asia.

Additionally GILDEMEISTER is evaluating opportunities for a bond issue to further optimise the structure of its third party liabilities. The bookrunners on the bond will be HVB Corporates & Markets and WestLB.

Further details of the share capital increase will be announced.

GILDEMEISTER Aktiengesellschaft

The Executive Board

Bielefeld, 12. May 2004

Information and explanation from the issuer for this ad-hoc announcement:

The information contained herein is not for publication or distribution in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration under that Securities Act or an available exemption from it. Any offering of securities to be made in the United States will be made by means of an offering circular that may be obtained from the issuer and will contain detailed information about the company and management, as well as financial statements.

These materials do not contain or constitute an offer of securities for sale in the United States.

These materials do not constitute an offer for the sale of securities of GILDEMEISTER Aktiengesellschaft and are not a replacement for the sales prospectus. Any investment decision with respect to any securities of GILDEMEISTER Aktiengesellschaft should be made solely on the basis of the sales prospectus, which will be available free of charge at upon further notice.

This document is for distribution in the U.K. only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (e) of the Order (all such persons being together referred to as "relevant persons"). This document is directed only at relevant persons. Other persons should not act or rely on this document or any of its contents. This document is confidential and is being supplied to you solely for your information and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any other purpose.

Disclaimer, Forward-looking statement

Disclaimer, Forward-looking statement

Statements relating to the future: This press release contains forward-looking statements, which are based on current estimates of the management of future developments. Such statements are based on the management's current expectations and specific assumptions. They are subject to risks, uncertainties and other factors, which could lead to the actual future circumstances, including the assets, liabilities, financial position and profit or loss of GILDEMEISTER, differing materially from or being more negative than those expressly or implicitly assumed or described in these statements. The business activities of GILDEMEISTER are subject to a series of risks and uncertainties, which may result in forward-looking statements, estimates or forecasts becoming inaccurate. Should one of these factors of uncertainty or other unforeseeable event occur, or should the assumptions on which these statements are based prove incorrect, the actual results may differ materially from the results stated, expected, anticipated, intended, planned, aimed at, estimated or projected in these statements. Forward-looking statements must not be understood as a guarantee or assurance of the future developments or events contained therein.

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