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The information contained herein is not for publication or distribution in the United States of America.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.

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