Subscription rights for shareholders will be excluded. The bonds will be placed with institutional investors via an accelerated bookbuilding. The conversion price and total placement value will be established on the basis of bookbuilding; the interest is 3.75% p.a.. The bonds will be issued in denominations for EUR 50,000 and will mature after 5 ½ years. It is the intention to list the bonds in the EuroMTF segment of the Luxembourg Stock Exchange.
Dresdner Bank Aktiengesellschaft will act as sole bookrunner and lead manager and Landesbank Baden-Württemberg as co-lead manager when the convertible bonds are placed with institutional investors outside the United States of America (Regulation S). In the course of the placement, Dresdner Bank Aktiengesellschaft reserved the right to place shares of IWKA Aktiengesellschaft held by individual institutional investors with other institutional investors.
Karlsruhe, April 24, 2006
The Executive Board
This document does not represent an offer for the acquisition of either convertible bonds or shares in the United States. Neither does it constitute a solicitation for offers to purchase convertible bonds or shares in the United States. The convertible bonds (the "Convertible Bonds") and the shares (the "Shares") of IWKA Aktiengesellschaft may not be offered or sold in the United States or to United States persons or any person acting on behalf of United States persons (as defined in the currently applicable revision of Regulations S of the American Securities Act of 1933 (the "Securities Act")), unless they are registered or exempted from the obligation to register as stated in the Securities Act. The Convertible Bonds and Shares are not and will not be registered in accordance with the Securities Act. An offering for convertible bonds or shares could be placed in the United States solely on the basis of a prospectus and detailed information about IWKA Aktiengesellschaft and its management and financial statements.