euro adhoc: WEB.DE AG / other / Delivery of an action in rescission against the resolutions of the WEB.DE AG Annual General Meeting of July 6/7, 2005 (E)

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Disclosure announcement transmitted by euro adhoc.
The issuer is responsible for the content of this announcement.
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12.08.2005

As announced in the ad hoc disclosure on May 13, 2005, WEB.DE AG (ISIN: DE 000
529 650 3), Karlsruhe, and United Internet AG (ISIN: DE 000 508 903 1),
Montabaur, entered into agreements for a comprehensive alliance between the two
companies. The alliance provides, more particularly, for the take-over of the
Internet Portal business line of WEB.DE AG with all its employees, technologies,
assets as well as trademark and licence rights by United Internet AG. After the
approval of the Federal Cartel Office has already been obtained in May 2005, the
agreements are still subject to the reservation that the resolution of consent
of the Annual General Meeting in respect of the sales agreements is submitted in
an incontestable manner.

After the Annual General Meeting of WEB.DE AG approved the agreements with an
overwhelming majority of 99.87 percent of the capital stock represented on July
7, 2005, an action in rescission of two shareholders against the resolution of
consent as well as the resolutions of discharge has been served upon the company
today.

If an action in rescission becomes pending, the agreements stipulate amongst
other things that WEB.DE AG and United Internet AG will jointly deliberate on
the chances of success and relevance of any actions in rescission and will
jointly decide whether they will possibly waive the requirement of
incontestability of the resolution of consent of the Annual General Meeting. A
corresponding waiver is possible at any time by an agreement under private law
between the parties.

The Executive Board continues to assume a timely execution of the transaction.

Contact Person for Analysts and for Investors:
Richard Berg, Director Investor Relations,
tel +49 (0)721 94329 2700, Mail [email protected]
http://webde-ag.de

Contact Person for Press and Media:
Oliver Schwartz, Director Communications,
tel +49 (0)721 94329 5310, Mail [email protected]
http://webde-ag.de

Further inquiry note:
Silvia Teschner
Junior Referentin IR
Tel.: +49 (0)721 943292701
E-Mail: [email protected]

end of announcement euro adhoc 12.08.2005 18:16:32
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emitter: WEB.DE AG
Amalienbadstraße 41
D-76227 Karlsruhe
phone: +49(0)721 943 290
FAX: +49(0)721 943 2922
mail: [email protected]
WWW: http://www.webde-ag.de
ISIN: DE0005296503, D000AODMJ48
indexes:
stockmarkets:
sector: Online
language: English

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