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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

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
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  rb@webde-ag.de
http://webde-ag.de
Contact Person for Press and Media:
Oliver Schwartz, Director Communications,
tel +49 (0)721 94329 5310, Mail  oliver.schwartz@webde-ag.de
http://webde-ag.de
end of announcement                               euro adhoc 12.08.2005 18:16:32

Further inquiry note:

Silvia Teschner
Junior Referentin IR
Tel.: +49 (0)721 943292701
E-Mail: ste@webde-ag.de

Branche: Online
ISIN: DE0005296503
WKN: 529650
Index: TecDAX, Prime Standard, HDAX, CDAX Technology, Midcap Market
Index, Prime All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade

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