29-Apr-2004 - SCHOTT AG

Green light for SCHOTT AG

Advisory board and foundation commissioner approve change to stock corporation

At its meeting today the SCHOTT GLAS advisory board approved the transfer of the foundation enterprise into the legal form of a German stock corporation (Aktiengesellschaft). The advisory board, which includes both representatives of the Carl-Zeiss-Stiftung and also elected representatives of the workforce, came to this decision unanimously. On the basis of the advisory board's decision Tilman Todenhöfer, the Carl-Zeiss-Stiftung Foundation Commissioner, also approved the conversion to an AG.

Following the decision of the Federal High Court in a legal action concerning a previous change to the Carl-Zeiss-Stiftung statute a further important milestone in the reform of the foundation has been reached with the decisions of the advisory board and foundation commissioner.

"With the advisory board's decision the road to SCHOTT AG is finally clear," said Todenhöfer. To which Chairman of the Board Dr. Udo Ungeheuer added: "We are finally to achieve an internationally recognized legal form that will improve our strategic competitive position."

Currently the two foundation enterprises Carl Zeiss and SCHOTT GLAS are still run as legally interdependent business of the Carl-Zeiss-Stiftung. The Carl-Zeiss-Stiftung is as a result the only direct corporate foundation remaining in Germany and of a type not known in international legal dealings. The transfer of SCHOTT GLAS into a legally independent stock corporation will also result in the dissolution of its joint liability with its sister company Carl Zeiss (Oberkochen).

The conversion of SCHOTT GLAS into a stock corporation is set to be recorded in the commercial register in the middle of May after approval by the Administration of the Foundation. As plans stand at present the conversion is set to come into force in July 2004 .

The Carl-Zeiss-Stiftung will hold all the shares in SCHOTT AG. Listing on the stock market is thus not a possibility.

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