Fielmann Aktiengesellschaft registered in Hamburg - NeoOffice/J 1.1 ...

We invite our shareholders to the
which will take place on
Fielmann Aktiengesellschaft registered in Hamburg
ISIN DE0005772206
Invitation to the Ordinary Annual General Meeting
Ordinary Annual General Meeting
Thursday, 6 July 2006,
at 10.00 a.m.
in the Hamburg Chamber of Commerce (Hanseatic Stock Exchange), Adolphsplatz 1,
20457 Hamburg.
Agenda
1. Presentation of the approved financial statement of Fielmann
Aktiengesellschaft, approved consolidated financial statement of the Fielmann
Group and combined management report for Fielmann Aktiengesellschaft and
the Fielmann Group, as well as the Report by the Supervisory Board for the
2005 financial year.
2. Resolution on appropriation of retained profit
The Management and Supervisory Boards are proposing to use the retained profit for
2005 of Є 39,900,000.00 as follows:
Distribution of a dividend of Є 1.90 per no-par share on the share capital of Є
39,900,000.00 which is divided into 21,000,000 no-par shares.

3. Resolution on the formal approval of the Management Board’s actions for the
2005 financial year
The Management Board and Supervisory Board propose that formal approval be
granted to members of the Management Board for the 2005 financial year.
4. Resolution on the formal approval of the Supervisory Board’s actions for the
2005 financial year
The Management Board and Supervisory Board propose that formal approval be
granted to members of the Supervisory Board for the 2005 financial year.
5. Appointment of auditors for the 2006 financial year
The Supervisory Board proposes that Susat & Partner oHG Wirtschaftsprüfungs-
gesellschaft, Hamburg, be appointed as auditors for the 2006 financial year.
6. Resolution on amending § 3 (Announcements) of the Articles of Association
Pursuant to § 25 Par. 1 AktG (German Stock Act), company announcements must be
made in the electronic Federal Legal Gazette. The Articles of Association currently
allow for publication in the Federal Legal Gazette.
The Management Board and Supervisory Board propose amending § 3 of the Articles
of Association as follows:
“Any announcements required by law or the Articles of Association are published in
the electronic Federal Legal Gazette. Where there is a legal requirement for some
other form of announcement, this form of announcement will replace the electronic
Federal Legal Gazette.”
7. Resolution on redistribution of share capital (share division) and the relevant
amendment of § 5 Par. 2 of the Articles of Association

The company share capital is currently Є 54,600,000.00 divided into 21,000,000
ordinary shares in the form of no-par shares. The arithmetical value of each of the
21,000,000 shares is therefore Є 2.60.
Since the 1994 floatation and following the conversion of preference shares into
ordinary shares (no-par shares), whilst releasing all 21,000,000 shares for trading on
the stock market in 2000, the Fielmann share has performed well.
To further increase liquidity of the Fielmann share, thereby gaining further investors,
the Management Board and Supervisory Board propose a redistribution of share
capital (share division) at a ratio of 1:2. After the redistribution of share capital the
arithmetical value of each individual share will be Є 1.30.
WestLB AG, Düsseldorf, is to be appointed to perform the technical implementation.
After the amendment to the Articles of Association has been entered in the
commercial register at Hamburg District Court and the shares have been released
onto the official market at the stock exchanges in Hamburg, Düsseldorf and Frankfurt
am Main and for trading on the over-the-counter market at the stock exchanges in
Berlin-Bremen, Stuttgart, Hanover and Munich, the deposit banks will transfer the
deposit stock at a ratio of 1:2 on the date of quotation. Transfer of deposit accounts at
the deposit banks is free of charge to shareholders.
The Management Board and Supervisory Board therefore propose the following
resolution:
a) The share capital will be redistributed by a share division at a ratio of 1:2 into
42,000,000 ordinary shares in the form of no-par shares. The arithmetical value of
each share in the share capital will therefore be Є 1.30.
b) To bring it into line with the above resolution, § 5 Par. 2 of the Articles of
Association is to be amended as follows:
“(2) The share capital is divided into 42,000,000 ordinary shares in the form of no-
par shares.”
8. Resolution on the creation of new authorised capital 2006 and amending § 5 Par.
(3) of the Articles of Association

Under § 5 Par. (3) of the Articles of Association, the Management Board has the
authority, subject to the agreement of the Supervisory Board, to make new rights
issues of ordinary bearer shares for cash and/or contributions in kind, in one or more
stages, for up to a maximum of Є 20 million (authorised capital). Shareholders are to
be granted option rights. However, the Management Board has the authority to
exempt maximum amounts from shareholder option rights. It also has the authority to
generally exclude option rights for an amount up to Є 5,000,000.00, where in cases of
capital increase for cash, the issue price of the shares is not significantly below the
market price (§ 203 Par.1 and 2, § 186 Par. 3 clause 4 AktG). The Management Board
also has the authority, subject to the agreement of the Supervisory Board, to exclude
shareholder rights generally if the capital increase against contribution in kind takes
place for the purpose of acquiring companies or company holdings in return for
issuing shares.
This authority expires on 30 th June 2006, before the date of this year’s Ordinary
General Meeting. To allow the company to retain the potential flexibility to respond to
market conditions, the management should once again be granted the authority to
increase the company share capital in future under statutory options by issuing new
ordinary bearer shares in the form of no-par shares.
The Management Board and Supervisory Board therefore propose the following
resolution:
a) The Management Board has the authority, subject to the agreement of the
Supervisory Board, to make new rights issues of ordinary bearer shares in the
form of no-par shares for cash and/or contributions in kind, in one or more stages
up to 5 th
2006).
July 2011, for up to a maximum of Є 25,000,000.00 (authorised capital
Shareholders are to be offered option rights to the new shares. However, the
Management Board has the authority, subject to the agreement of the Supervisory
Board, to decide to exclude shareholder option rights in the following cases:
- To utilise possible maximum amounts by excluding shareholder option rights;
- With share capital increases for cash pursuant to § 186 Par. 3 Clause 4 AktG,
if the issue amount of the new shares does not significantly fall short of the
market price of the shares already quoted on the stock exchange at the time
the issue amount is finally set, and if the shares issued for cash without option

ights do not exceed 10 % of the share capital at the time they are exercised.
This restriction must include shares, which have been issued or sold in direct
or corresponding application of § 186 Par. 3 clause 4 AktG during the period of
this authorisation up until the time it is utilised;
- for a capital increase for contributions in kind to grant shares for the purpose of
acquiring companies, part companies or company holdings.
The Management Board also has the authority, subject to the agreement of the
Supervisory Board, to determine further details of implementing capital increases
from authorised capital 2006.
b) § 5 Par. 3 of the Articles of Association is reworded as follows:
“The Management Board has the authority, subject to the agreement of the
Supervisory Board, to make new rights issues of ordinary bearer shares in the
form of no-par shares for cash and/or contributions in kind, in one or more stages
up to 5 th
2006).
July 2011, for up to a maximum of Є 25,000,000.00 (authorised capital
Shareholders are to be offered option rights to the new shares. However, the
Management Board has the authority, subject to the agreement of the Supervisory
Board, to decide to exclude shareholder option rights in the following cases:
- To utilise possible maximum amounts by excluding shareholder option rights;
- With share capital increases for cash pursuant to § 186 Par. 3 Clause 4 AktG,
if the issue amount of the new shares does not significantly fall short of the
market price of the shares already quoted on the stock exchange at the time
the issue amount is finally set, and if the shares issued for cash without option
rights do not exceed 10 % of the share capital at the time they are exercised.
This restriction must include shares, which have been issued or sold in direct
or corresponding application of § 186 Par. 3 clause 4 AktG during the period of
this authorisation up until the time of its exercise;
- for a capital increase for contributions in kind to grant shares for the purpose of
acquiring companies, parts of companies or company holdings.

The Management Board also has the authority, subject to the agreement of the
Supervisory Board, to determine further details of implementing capital increases
from authorised capital 2006.“
9. Resolution on amending and supplementing the terms of the Articles of
Association on convening and attending the General Meeting (§ 12 and § 13 of
the Articles of Association)
The German Law on Company Integrity and Modernisation of Contest Rights
(Unternehmensintegrität und Modernisierung des Anfechtungsrechts (UMAG)), which
largely came into force on 1 November 2005, has, inter alia, amended the regulations
under § 123 AktG on the period of notice for convening the General Meeting and on
the entitlement of shareholders to attend the General Meeting. In particular, the new
regulations no longer require shares to be deposited before the General Meeting. With
bearer shares, proof of the shareholding from the depository agent is now sufficient to
legitimise shareholders of companies quoted on the stock exchange. The proof must
relate to the record date. The Articles of Association may also make it compulsory for
shareholders to register before the General Meeting. The UMAG has also altered the
period of notice for convening the General Meeting. The Articles of Association must
be adapted to the amended legal requirements.
The Management Board and Supervisory Board therefore propose amending § 12
and § 13 of the Articles of Association as follows:
a) Amendment to § 12 of the Articles of Association
aa) A new Par. 3 is inserted in § 12 of the Articles of Association worded as follows:
“The General Meeting, where no statutory shorter period of notice exists, must be
convened at least thirty days before the date prior to the General Meeting by
which shareholders must register and produce proof of their right to attend the
General Meeting and exercise their voting right (see § 13 Par. (1) clause 2 and
clause 3 of this Article of Association respectively).“
bb) The heading to § 12 of the Articles of Association is amended as follows:
Ҥ 12
Venue, convening and period of notice for convening the General Meeting. “

) Par. (1) and (2) of § 13 of the Articles of Association are amended as follows and a
third paragraph (Par. (3)) inserted with the following wording:
“(1) Shareholders who apply promptly before the General Meeting and produce
proof of their right to attend the General Meeting are entitled to attend the
General Meeting and exercise their voting rights. The application and proof
of right to attend the General Meeting must reach the company at the
appropriate address given in the invitation by the seventh day before the
General Meeting at the latest. If the end of this period of notice falls on a
Saturday, Sunday or Bank Holiday recognised by the company’s registered
office, the previous working day will apply for receipt.
(2) The right to attend the General Meeting and to exercise voting rights must be
proved by evidence of the shareholding, produced in text form by the
depository agent. Evidence of share ownership must relate to the start of the
twenty-first day before the meeting. In the event of doubt over the accuracy
or authenticity of the evidence, the company is entitled to demand further
suitable evidence. If this evidence is not supplied, or not in the appropriate
form, the company may refuse the shareholder.
(3) The application and proof of entitlement must be produced in English or
German.“
10. Resolution on amending the Articles of Association on restricting the right of
shareholders to speak and ask questions at the General Meeting
The UMAG also amended the rules on General Meeting procedure. According to the
new § 131 Par. 2 Clause 2 AktG the chairman of the meeting is entitled, within reason,
to restrict the time allowed for shareholders to speak or ask questions in the
company’s Articles of Association or the agenda for the General Meeting. In the
interests of brisk, constructive progress at the General Meeting, which is in the
interests of all shareholders, the Management Board and Supervisory Board consider
such authorisation to be sensible.
The Management Board and Supervisory Board therefore propose the insertion of a
new Par. (2) in § 14 of the Articles of Association with the following wording, whereby
Par. (2) in the existing version will become Par. (3) in the new version and Par. (3) in
the existing version will become Par. (4) in the new version:

“(2) The chairman of the meeting may restrict the time allowed for shareholders to
speak or ask questions. He has the specific authority, either at the start or during
the General Meeting, to set reasonable time limits for the overall length of the
General Meeting, for individual items on the agenda or for individual questions,
answers and speeches. The chairman of the meeting should base his
arrangements on allowing the General Meeting to be completed within an
appropriate and reasonable time.”
Attendance at the General Meeting
With the coming into effect of the UMAG, the conditions of entitlement to attend the
General Meeting and exercise voting rights have been altered. Until the company’s
Articles of Association are amended in line with the UMAG, besides the new statutory
requirements, the existing rules in the Articles of Association continue to apply, according
to detailed stipulation of the UMAG. Therefore the two following options for meeting the
requirements for entitlement to attend the General Meeting and exercise voting rights are
open simultaneously to our company shareholders.
A. Right to attend by depositing shares
Shareholders who deposit their company shares with a German notary, a securities
clearing and deposit bank or with the following depository agent and leave them there until
the end of the General Meeting are entitled to attend the General Meeting and exercise
their voting rights:
WestLB AG
The transitional regulation in § 16 EGAktG applies to the right to attend the General
Meeting on 6 th July 2006, whereby deposits must be made by the start of the twenty-first
day before the date of the General Meeting. Deposits must therefore be made by the start
of 15 th June 2006 (00:00 hours).
With the consent of a depository agent, shares may also be deposited by keeping them in
a blocked custody account at another financial institution until the end of the General
Meeting.
If shares are lodged with a German notary or a securities clearing and deposit bank, the
deposit certificate to be issued by the same should be submitted to the company by 29 th

June 2006 (midnight) at the latest at the following address: Fielmann AG, c/o WestLB AG,
Herzogstraße 15, D - 40217 Düsseldorf.
Entrance tickets to the General Meeting are issued in return for depositing shares.
B. Right to attend by producing evidence of shareholding
Shareholders who submit to the company at the address below specific evidence of their
shareholding, produced in text form by their depository agent (§ 126b of the German Civil
Code), are also entitled to attend the General Meeting and exercise their voting rights:
Fielmann AG
c/o WestLB AG
Herzogstraße 15
D - 40217 Düsseldorf
FAX: 069 5099 1110
Email: hauptversammlung@dwpbank.de
Proof of the shareholding must relate to 00:00 hours on 15 th June 2006 and reach the
company by 24:00 hours on 29 th June 2006 at the latest. Upon receipt by the company of
proof of shareholding, shareholders will be sent entrance tickets to the General Meeting.
To ensure that entrance tickets are received in time, we would ask shareholders to forward
proof of their shareholding in the company promptly.
Voting by proxy or block votes
Pursuant to § 125 Par. 1 clause 2 AktG, we would refer shareholders to the option of
exercising their voting rights by proxy or in shareholder blocks.
To make it easier to exercise their voting rights, we are offering our shareholders the
option of appointing instructed company staff named by the company as proxies before
the General Meeting. To do this, shareholders who wish to avail themselves of this option
require an entrance ticket to the General Meeting, on which a corresponding authority can
be issued. They will receive entrance tickets from the company upon depositing their
shares with their deposit bank or by submitting proof of their shareholding to the company.
In any event, proxies must be given instructions on exercising voting rights. Proxies are
bound by instructions. Proxies are not valid without instructions.
Original entrance tickets with completed voting instructions must be sent to the following
address only:

Fielmann AG
Investor Relations
Weidestraße 118a
22083 Hamburg.
Original documents must be received at this address by Monday, 3 rd July 2006 (24:00
hours) at the latest.
Shareholder applications
Any applications to attend the General Meeting are published at:
http://www.fielmann.com
in accordance with § 126 Par. 1 AktG. Applications with proof of shareholdings must be
received at the following address by Wednesday 21 st June 2006 at the latest:
Fielmann AG
Investor Relations
Weidestraße 118a
22083 Hamburg
Fax: + 49 (0) 40 270 76 - 150
Email: investorrelations@fielmann.com
Hamburg, May 2006
Management Board

Management Board report pursuant to § 203 Par. 2 clause 2 and § 186 Par. 4 clause
2 of the German Stock Act (AktG)
Re: Item 8 on the agenda of the General Meeting (Resolution on the creation of new
authorised capital 2006 and amending § 5 Par. (3) of the Articles of Association)
Under item 8 on the agenda of the General Meeting, the Management Board and
Supervisory Board propose the creation of new authorised capital 2006.
Pursuant to § 203 Par. 2 clause 2 and § 186 Par. 4 clause 2 AktG, the Management Board
sets out the grounds for excluding voting rights in this report, which forms part of the
invitation to the General Meeting and is available at the company’s offices and is sent to
each shareholder on request from the date of the announcement convening the General
Meeting:
1. Existing authorised capital and grounds for creating new authorised capital 2006
Under § 5 para.3 of the Articles of Association, the Management Board has the authority,
subject to the agreement of the Supervisory Board, to make new rights issues of ordinary
bearer shares for cash and/or contributions in kind, in one or more stages (up to June
2006), for up to a maximum of Є 20 million. Shareholders are to be granted option rights.
However, the Management Board has the authority to exempt maximum amounts from
shareholder option rights. It also has the authority to generally exclude option rights for an
amount up to Є 5,000,000.00, where in cases of capital increase for cash, the issue price
of the shares is not significantly below the market price (§ 203 Par.1 and 2, § 186 Par. 3
clause 4 AktG). The Management Board also has the authority, subject to the agreement
of the Supervisory Board, to exclude shareholder rights generally if the capital increase
against contribution in kind takes place for the purpose of acquiring companies or
company holdings in return for issuing shares.
This authority expires on 30 th June 2006, before the date of this year’s Ordinary General
Meeting. To allow the company to retain the potential flexibility to respond to market
conditions, the management should once again be granted the authority to increase the
company share capital in future under statutory options by issuing new ordinary bearer
shares in the form of no-par shares.
2. Authorised capital 2006 and associated benefits to the company

Authorised capital 2006 is intended to grant the Management Board the authority, subject
to the agreement of the Supervisory Board, to make new rights issues of ordinary bearer
shares in the form of no-par shares for cash and/or contributions in kind, in one or more
stages up to 5 th
2006).
July 2011, for up to a maximum of Є 27,300,000.00 (authorised capital
Shareholders are to be offered option rights to the new shares. However, the Management
Board has the authority, subject to the agreement of the Supervisory Board, to decide to
exclude shareholder option rights in the following cases:
- to utilise possible maximum amounts by excluding shareholder option rights;
- with share capital increases for cash pursuant to § 186 Par. 3 Clause 4 AktG, if
the issue amount of the new shares does not significantly fall short of the
market price of the shares already quoted on the stock exchange at the time
the issue amount is finally set and if the shares issued for cash without option
rights do not exceed 10 % of the share capital at the time they are exercised.
This restriction must include shares which have been issued or sold in direct or
corresponding application of § 186 Par. 3 clause 4 AktG during the period of
this authorisation up until the time of its exercise;
- for a capital increase for contributions in kind to grant shares for the purpose of
acquiring companies, parts of companies or company holdings.
The Management Board also has the authority, subject to the agreement of the
Supervisory Board, to determine further details of implementing capital increases from
authorised capital 2006.
The authorisation is to be granted for the longest statutorily permissible term (until 5 th July
2011).
The proposed authorisation will allow the Management Board, subject to the agreement of
the Supervisory Board, to respond promptly to funding requirements linked to the
implementation of strategic decisions.
3. Exclusion of voting rights
a) Firstly, the Management Board is to be granted the authority, subject to the
agreement of the Supervisory Board, to exclude shareholder option rights in order

to utilise maximum amounts. The exclusion of option rights to maximum amounts is
necessary in order to be able to present a technically viable option ratio. Shares
excluded from shareholder option rights as unallocated surplus are either sold on
the stock exchange or utilised in some other way to the optimum benefit of the
company. The potential dilution effect is slight due to the restriction on maximum
amounts. For these reasons the Management Board and Supervisory Board
consider the exclusion of option rights as technically justifiable and reasonable to
shareholders.
b) Secondly, the Management Board, subject to the agreement of the Supervisory
Board, is to be allowed to exclude shareholder option rights when increasing share
capital for cash as per § 186 Par. 3 clause 4 AktG if the issue amount of the new
shares does not significantly fall short of the market price of the shares already
quoted on the stock exchange at the time the issue amount is finally set, and if the
shares issued for cash without option rights do not exceed 10% of the share capital
at the time they are exercised. This restriction must include shares, which have
been issued or sold in direct or corresponding application of § 186 Par. 3 clause 4
AktG during the period of this authorisation up until the time it is utilised. Any
reduction from the current market price will probably be no more than 3%, but in
any case no more than 5% at most of the market price. This option of excluding
option rights will allow the management promptly to exploit favourable conditions on
the stock exchange, thereby achieving the maximum possible issue amount and
therefore the optimum reinforcement of equity by setting the price in line with the
market. Experience has shown that, due to the opportunity to act more promptly,
this kind of capital increase results in a higher influx of funds than a comparable
capital increase with shareholder option rights. It is therefore clearly in the interests
of the company and its shareholders. Admittedly it does result in a reduction in the
relative participation ratio and share of voting rights of existing shareholders.
However, shareholders wishing to maintain their relative participation ratio and
share of voting rights do have the option of acquiring the necessary number of
shares via the stock exchange.
c) Finally, the Management Board is to be granted the authority, subject to the
agreement of the Supervisory Board, to exclude option rights for capital increases
for contributions in kind to grant shares for the purpose of acquiring companies,
part companies or company holdings. This authorisation to exclude option rights is
to serve the purpose of allowing the acquisition of companies, parts of companies
or company holdings in return for company shares. Fielmann Aktiengesellschaft
faces global competition. It must be in a position at any time to act rapidly and
flexibly on the international markets in the interests of its shareholders. This

includes the option of acquiring companies, parts of companies and company
holdings to enhance Fielmann’s competitive position. The optimum implementation
of this option, in the interests of shareholders and the company, in exceptional
cases involves acquiring a company, part of a company or company holding by
granting shares in the acquiring company. Practice shows that the owner of
attractive acquisition targets often demand the provision of voting shares in the
acquiring company in return for the sale. To acquire such companies, Fielmann
Aktiengesellschaft must be able to grant its own shares in return. The proposed
authorisation to exclude option rights will give Fielmann Aktiengesellschaft the
necessary flexibility to be able rapidly and flexibly to exploit opportunities which
arise to acquire companies, parts of companies or company holdings. Admittedly,
excluding option rights does result in a reduction in the relative participation ratio
and share of voting rights of existing shareholders. However, if option rights were
granted it would not allow the acquisition of companies, parts of companies or
company holdings in return for shares, thereby denying the company and its
shareholders the associated benefits.
There are currently no concrete acquisition plans for which use may be made of
this option. If opportunities emerge to acquire companies, parts of companies or
holdings, the Management Board will carefully examine whether it should make use
of the authorised capital 2006 for the purpose of acquiring companies, parts of
companies or company holdings in return for issuing new Fielmann shares. It will
only do so if acquisition of companies or holdings in return for granting Fielmann
shares is clearly in the interests of the company. Only if this prerequisite is met, will
the Supervisory Board issue its necessary approval.
In weighing up all the circumstances listed, the Management Board and Supervisory
Board believe exclusion of option rights in the cases listed under points a) to c) for the
reasons shown to be technically justified and reasonable, even taking into account the
dilution effect to be borne by shareholders.
4. Management report on the utilisation of authorised capital 2006
The Management Board will report to the General Meeting on any utilisation of authorised
capital 2006 or part thereof.