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Share certificates

Inter alia, the annual meeting of Vossloh AG’s stockholders of June 25, 1998, had resolved to redivide the capital stock into no-par shares and exclude stockholder rights to physical share representation. Thereafter Vossloh AG had asked its stockholders, for the first time on August 8, 1998, and again on May 26, 2006, to surrender their par-value share certificates as these had been invalidated by the change to no-par stock. Since stockholders may no longer insist on the physical certification of their shares, no new share certificates will be issued. In lieu, and in accordance with the value, of the share certificates surrendered, their holders will become owners of fractional shares in the portfolio of no-par Vossloh AG stock held in collective custody by Clearstream Banking AG, Frankfurt/Main. The meantime incorrect Vossloh AG share certificates if not surrendered may be declared null and void upon completion of the formal proceedings (pursuant to Art. 73 AktG).

Furthermore, Vossloh AG’s annual general meeting of June 25, 1998, had resolved to perform an equity-funded capital increase. The stockholders had been asked to collect their bonus shares, for the first time on August 8, 1998, and again on Mai 26, 2006. It is intended to sell any uncollected bonus shares upon completion of the formal proceedings for the account of the eligible stockholders (pursuant to Art. 214 AktG).

Below you will find the calls and notices, published since May 26, 2006, in the digital version of the German Federal Gazette (“Bundesanzeiger“) and in Börsenzeitung with regard to the call for the surrender of meantime incorrect physical share certificates and the call for the collection of bonus shares including the warning to sell.
Date Notices
May 26, 2006 First call for the surrender of meantime incorrect physical share certificates. Call to the stockholders pursuant to Art. 214 AktG regarding the equity-funded capital increase in 1998
June 27, 2006 Second call for the surrender of meantime incorrect physical share certificates
July 27, 2006 Third call for the surrender of meantime incorrect physical share certificates
September 1, 2006 Invalidation of incorrect physical share certificates
May 29, 2007 First warning that uncollected bonus shares from the equity-funded capital increase in 1998 will be sold
July 2, 2007 Second warning that uncollected bonus shares from the equity-funded capital increase in 1998 will be sold
August 3, 2007 Third warning that uncollected bonus shares from the equity-funded capital increase in 1998 will be sold