EANS-General Meeting: CURANUM AG / Announcement convening the general meeting

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Curanum AG, Munich
- ISIN: DE 000 524070 9 -
- WKN: 524070 -

Invitation to the Ordinary Shareholders' General Meeting

We invite our shareholders to join us on Wednesday, May 16, 2012 at
11 a.m. (CET),

at the premises of Curanum Betriebs GmbH,
Seniorenresidenz Bad Nenndorf,
Rudolf-Albrecht-Strasse 44a, 31542 Bad Nenndorf,

for the Ordinary Shareholders' General Meeting.

I. Agenda 1. Presentation of the adopted annual financial
statements as of December 31, 2011, the approved consolidated
financial statements as of December 31, 2011, the management report
of Curanum AG for the 2011 financial year, the Group management
report for the 2011 financial year, the report of the Supervisory
Board on the 2011 financial year, and an explanatory report of the
Management Board relating to disclosures pursuant to §§289 Paragraph
4, 315 Paragraph 4 and 289 Paragraph 5 of the German Commercial Code
(HGB) In accordance with stock corporation law regulations, the
aforementioned documents must be made accessible to the Shareholders'
General Meeting. They can be downloaded from the Company's website at
the address www.curanum.de using the links "Investor Relations" /
"English Version" and "Stockholders Meeting". They are also available
for viewing by shareholders at the Company's business premises
(Engelbertstrasse 23-25, 81241 Munich) from the date when the
Shareholders' General Meeting is convened, as well as at the
Shareholders' General Meeting itself. All shareholders will be sent a
copy of the aforementioned documents immediately and free of charge
on request. No Shareholders' General Meeting resolution is envisaged
for agenda item 1 since, already on February 27, 2012, the
Supervisory Board approved the single-entity parent company annual
financial statements and consolidated financial statements, which
were both prepared by the Management Board, and the single-entity
parent company annual financial statements have been thereby adopted
pursuant to §172 Clause 1 of the German Stock Corporation Act (AktG).

2. Application of unappropriated retained earnings
For the 2011 financial year, the Management and Supervisory boards propose that
the Shareholders' General Meeting carries the full amount of unappropriated
retained earnings of EUR4,813,851.69 forward to a new account.
3. Discharge of the Management Board members for the 2011 financial year

The Management and Supervisory boards propose discharging all members
of the Management Board who have served during the 2011 financial
year with respect to the current financial year. 4. Discharge of
the Supervisory Board members for the 2011 financial year The
Management and Supervisory boards propose discharging all members of
the Supervisory Board who have served during the 2011 financial year
with respect to the current financial year. 5. Elections to the
Supervisory Board Mr. Bernd Quade has relinquished his office as a
Supervisory Board member pursuant to §10 Paragraph 4 of the bylaws,
and has consequently stepped down from the Supervisory Board. A new
Supervisory Board member is to be elected to succeed him. Pursuant to
§ 10 Paragraph 2 of the bylaws, this election should be for the
remaining period of office of the member who has stepped down,
consequently until the end of the Shareholders' General Meeting that
passes the resolution concerning the discharge for the 2014 financial
year. Pursuant to § 96 Paragraph 1 and § 101 Paragraph 1 of the
German Stock Corporation Act (AktG) the Supervisory Board of Curanum
AG consists exclusively of members elected by the shareholders; the
Supervisory Board consists of six members pursuant to § 95 Clause 1
and 2 of the German Stock Corporation Act (AktG) and § 10 Paragraph 1
of the Company bylaws. Employees do not elect any Supervisory Board
members. The Shareholders' General Meeting is not bound by proposals
made concerning the election of Supervisory Board members. As a
consequence, the Supervisory Board proposes to elect: Mr. Dieter
Wopen, graduate of health fund management studies, and managing
director, resident in Schöneberg (Hunsrück), Germany, as a
Supervisory Board Member with effect until the end of the
Shareholders' General Meeting that passes a resolution concerning the
discharge of the Supervisory Board members for the 2014 financial
year. Mr. Wopen is not a member of any other supervisory board
required by law, and is not a member of any other comparable German
or foreign controlling body of commercial companies. 6. Election
of the auditor for the 2012 financial year At the recommendation of
the Audit Committee, the Supervisory Board proposes electing
Wirtschaftstreuhand GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart,
to be the auditor of both the parent company and consolidated
financial statements for the 2012 financial year. 7. Resolution
concerning the creation of a new approved capital 2012; bylaw
amendments; authorization of the Supervisory Board to implement bylaw
wording amendments As the result of a resolution of the Shareholders'
General Meeting on July 13, 2011, the Management Board was authorized
to increase the issued share capital of the Company, with the
approval of the Supervisory Board, in exchange for cash or non-cash
capital contributions, once or on several occasions until June 21,
2011, by a total of up to EUR8,000,000.00 (Approved Capital 2011).
Further approved capital (Approved Capital 2012) is to be created in
order to provide the management with additional approved capital
within the framework of statutory provisions. For this reason, the
Management and Supervisory boards propose passing a resolution as
follows: a) Creation of a new approved capital 2012 The
Management Board shall be authorized, with the approval of the
Supervisory Board, to increase the Company's issued share capital
until May 15, 2017 through the issue, either once on several
occasions, of a total of up to 11,500,000 (in words: eleven million
five hundred thousand) new ordinary bearer shares in exchange for
cash or non-cash capital contributions by a total of up to
EUR11,500,000 (in words: eleven million five hundred thousand euros)
(Approved Capital 2012). The authorization may be utilized in partial
amounts. The Management Board shall be authorized, with the approval
of the Supervisory Board, to determine the further nature of share
rights and the terms of the share issue. With the assent of the
Supervisory Board, however, the Management Board shall be authorized
to exclude shareholders' subscription rights in the case of capital
increases against non-cash capital contributions. Shareholders must
always be granted subscription rights to new shares in the instance
of cash capital increases. The shares must be accepted by a bank or
another company operating according to § 53 Paragraph 1 Clause 1 or
§53b Paragraph 1 Clause 1 or Paragraph 7 of the German Banking Act
with the obligation to offer them for subscription to shareholders.
With the assent of the Supervisory Board, however, the Management
Board shall be authorized to exclude shareholders' subscription
rights in the case of capital increases against non-cash capital
contributions.

aa) in order to reconcile any residual amounts,
bb) to the extent that it is requisite to protect against dilution, in order
to grant subscription rights to new shares to holders of conversion or warrants,
which are or were issued by Curanum AG or companies in which Curanum AG holds
direct or indirect majority stakes, to the extent to which they would have been
entitled after the exercise of conversion or warrants, or following the
satisfaction of conversion requirements, or
cc) if the issue amount of the new shares is not significantly less than the
stock market price, and the shares issued in exchange for cash and under
exclusion of shareholder subscription rights during the duration of this
authorization pursuant to, or in the effective application of, §186 Paragraph 3
Clause 4 of the German Stock Corporation Act, do not in total exceed 10% of the
issued share capital, neither at the time when this authorization becomes
effective nor at the time when this authorization is utilized. The following
must be included in the calculation of this limitation to 10% of the share
capital:

* treasury shares that are sold during the period of this
authorization in corresponding application of § 186 Paragraph 3
Clause 4 of the German Stock Corporation Act excluding shareholder
subscription rights, and * shares issued, or to be issued, to service
debt instruments with conversion or warrants, to the extent that the
debt instruments were issued during the period of this authorization
in effective application of § 186 Paragraph 3 Clause 4 of the German
Stock Corporation Act under exclusion of shareholder subscription
rights. If the option is utilized to issue shares pursuant to, or in
analogous application of, § 186 Paragraph 3 Clause 4 of the German
Stock Corporation Act (AktG) against cash, or under exclusion
shareholder subscription rights, during the duration of this
authorization to increase capital as part of Approved Capital 2011 or
2012, the 10% share capital threshold must also in each case include
such shares that were issued, or are issued, on the basis of the
authorization to increase capital as part of the respective other
Approved Capital.

b) Amendment of bylaws § 4 of the bylaws shall be supplemented
to include the following paragraph (3): "(3) The Management Board
shall be authorized, with the approval of the Supervisory Board, to
increase the Company's issued share capital until May 15, 2017
through the issue, either once on several occasions, of a total of up
to 11,500,000 (in words: eleven million five hundred thousand) new
ordinary bearer shares in exchange for cash or non-cash capital
contributions by a total of up to EUR11,500,000 (in words: eleven
million five hundred thousand euros) (Approved Capital 2012). The
authorization may be utilized in partial amounts. The Management
Board shall be authorized, with the approval of the Supervisory
Board, to determine the further nature of share rights and the terms
of the share issue. With the assent of the Supervisory Board, the
Management Board shall be authorized to exclude shareholders'
subscription rights in the case of capital increases against non-cash
capital contributions. Shareholders must always be granted
subscription rights to new shares in the instance of cash capital
increases. The shares must be accepted by a bank or another company
operating according to § 53 Paragraph 1 Clause 1 or §53b Paragraph 1
Clause 1 or Paragraph 7 of the German Banking Act with the obligation
to offer them for subscription to shareholders. With the assent of
the Supervisory Board, however, the Management Board shall be
authorized to exclude shareholders' subscription rights in the case
of capital increases against non-cash capital contributions.

aa) in order to reconcile any residual amounts,
bb) to the extent that it is requisite to protect against dilution, in order
to grant subscription rights to new shares to holders of conversion or warrants,
which are or were issued by Curanum AG or companies in which Curanum AG holds
direct or indirect majority stakes, to the extent to which they would have been
entitled after the exercise of conversion or warrants, or following the
satisfaction of conversion requirements, or
cc) if the issue amount of the new shares is not significantly less than the
stock market price, and the shares issued in exchange for cash and under
exclusion of shareholder subscription rights during the duration of this
authorization pursuant to, or in the effective application of, §186 Paragraph 3
Clause 4 of the German Stock Corporation Act, do not in total exceed 10% of the
issued share capital, neither at the time when this authorization becomes
effective nor at the time when this authorization is utilized. The following
must be included in the calculation of this limitation to 10% of the share
capital:

* treasury shares that are sold during the period of this
authorization in corresponding application of § 186 Paragraph 3
Clause 4 of the German Stock Corporation Act excluding shareholder
subscription rights, and * shares issued, or to be issued, to service
debt instruments with conversion or warrants, to the extent that the
debt instruments were issued during the period of this authorization
in effective application of § 186 Paragraph 3 Clause 4 of the German
Stock Corporation Act under exclusion of shareholder subscription
rights, and § 4 of the bylaws shall also be supplemented to include
the following paragraph (4): "(4) To the 10% limitation of the
share capital pursuant to Paragraph 2 Letter cc) shall also be added
those shares that were issued, or are issued, during the duration of
the authorization to increase capital as part of Approved Capital
2011 according to the provisions of Paragraph 3 Letter cc) concerning
Approved Capital 2012 in direct or analogous application of §186
Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) under
exclusion of shareholder subscription rights. To the 10% limitation
of the share capital pursuant to Paragraph 3 Letter cc) shall finally
be added those shares that were issued, or are issued, during the
duration of the authorization to increase capital as part of Approved
Capital 2012 according to the provisions of Paragraph 2 Letter cc)
concerning Approved Capital 2011 in direct or analogous application
of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act
(AktG) under exclusion of shareholder subscription rights.

c) Authorization of the Supervisory Board to implement bylaw
amendments The Supervisory Board shall be authorized to adapt the
wording of the Company's bylaws following the complete or partial
execution of the capital increase from Approved Capital 2012, or
following the expiry of the authorization period, corresponding to
the extent of the capital increase from Approved Capital 2012.

II. Report to the Shareholders' General Meeting * Pursuant to §
203 Paragraph 2 Clause 2 in combination with § 186 Paragraph 4 Clause
2 of the German Stock Corporation Act (AktG), we report to the
Shareholders' General Meeting concerning agenda item 7 (Approved
Capital 2012) as follows: The Management and Supervisory boards
propose that the management be authorized to issue new shares in the
Company on the basis of additional approved capital (Approved Capital
2012). As the result of a resolution of the Shareholders' General
Meeting on July 13, 2007, the Management Board was authorized to
increase the issued share capital of the Company, with the approval
of the Supervisory Board, in exchange for cash or non-cash capital
contributions, once or on several occasions until June 21, 2011, by a
total of up to EUR8,000,000.00 (Approved Capital 2011). This
authorization was entered in the Company's commercial register as of
July 18, 2011. The Management Board has not utilized this
authorization to date. Further approved capital (Approved Capital
2012) is to be created in order to provide the management with
additional approved capital within the framework of statutory
provisions. This is intended to enable the management to procure new
equity capital for the Company at any time, and specifically also to
an extent that exceeds Approved Capital 2011. Approved Capital 2012
should serve to acquire facilities, companies, parts of companies,
interests in companies, or other assets against the granting of
shares, but also to finance the Company's organic growth and future
strategic orientation. The volume of the proposed authorization
amounts to approximately 30% of the Company's current share capital,
and together with Approved Capital 2011 remains significantly below
the legally permissible maximum threshold of 50% pursuant to §202
Paragraph 3 Clause 1 of the German Stock Corporation Act (AktG). The
authorization for Approved Capital 2012 is to be valid until May 15,
2017. As a matter of principle, the Company's shareholders are
entitled to subscription rights to newly issued shares. In other
words, each shareholder is entitled to a right to subscribe for new
shares that correspond in number to his or her existing interest in
the Company's issued share capital. The proposed resolution
nevertheless envisages excluding shareholder subscription rights,
which generally exist when utilizing improved capital, for certain
purposes listed in detail in the proposed resolution pursuant to the
relevant legal regulations. From the point of view of the Management
and Supervisory boards, this authorization to exclude shareholder
subscription rights under consideration of all circumstances arising
from the reasons clarified below, is objectively justified, and
appropriate with respect to shareholders. The Management Board is to
be authorized to exclude shareholders' subscription rights in the
case of capital increases against non-cash capital contributions. The
exclusion of subscription rights requires Supervisory Board assent in
all instances. In the case of merger & acquisition (M&A)
transactions, sellers frequently demand consideration for the
acquisition of companies, parts of companies, or interests in
companies, to be rendered in the form of company shares. It may also
lie in the Company's special interest, particularly in order to
protect its liquidity, to offer the seller new Curanum shares as
consideration for a company, a part of a company, or an interest in a
company. Particularly during times when cash is in short supply, and
when it is difficult to procure debt funding, such as during the
recent global financial crisis, shares from approved capital may
represent reasonable consideration from the Company's perspective, to
the extent that recourse cannot, or should not, be made to the
Company's treasury shares. This also further strengthens the
Company's equity base. In order to take into consideration the
interests of a potential seller, or of Curanum, in a payment in the
form of shares in Curanum AG on a short-term and flexible basis, it
is consequently requisite that shareholder subscription rights can be
excluded in the case of capital increases against non-cash capital
contributions. The Management and Supervisory boards will only
utilize the opportunity to increase capital against non-cash capital
contributions under exclusion of shareholder subscription rights from
approved capital if the value of the new shares, and the value of the
counter-performance (e.g. company, part of a company, or an
investment in a company), are appropriately related. This will
consequently avoid economic loss for shareholders who are excluded
from subscription rights. These shareholders have the opportunity to
maintain their percentage interests in the Company through purchases
on the stockmarket at essentially equal prices. The authorization
generally envisages that newly issued shares in the case of a capital
increase against cash should be accepted by at least one German bank
or one foreign company operating pursuant to §53 Paragraph 1 Clause 1
or §53b Paragraph 1 Clause 1 or Paragraph 7 of the German Banking Act
with the obligation to offer them to the Company shareholders for
subscription. This does not entail a restriction of such action
rights since the shareholder is indirectly offered the same
subscription rights as is the case with direct subscription. However,
for reasons relating to the technicalities of processing, at least
one German bank or foreign company operating pursuant to § 53
Paragraph 1 Clause 1 or § 53b Paragraph 1 Clause 1 or Paragraph 7 of
the German Banking Act shall be established as an intermediary to
receive shareholder subscription requests, and to deliver the shares
after the performance of the capital increase to shareholders
entitled to subscription rights in return for payment of the
subscription price. The exclusion of subscription rights when
implementing capital increases against cash capital contributions is
also possible only with Supervisory Board assent. In addition, this
may occur only for purposes specified in the proposed resolution
pursuant to the respective valid legal regulations. These purposes
are explained in more detail below: The authorization to exclude
shareholder subscription rights for residual amounts is required in
order to provide a practicable subscription ratio in the instance of
all capital increases, and is consequently intended solely to enable
the approved capital to be utilized on the basis of round amounts.
Residual amounts occur when, as a result of the subscription ratio or
the capital increase amount, not all new shares can be distributed
evenly among shareholders. In particular, without this authorization
the technical performance of a capital increase would be rendered
difficult in the case of a capital increase entailing a round amount.
The costs of subscription rights trading for residual share amounts
is not beneficial for shareholders. The new shares without
subscription rights that arise as a result of the exclusion of
shareholder subscription rights for residual amounts will be realized
in the best possible manner for the Company either through the sale
on the stock market (if possible) or in another manner. The potential
dilution effect is minor due to this restriction to residual amounts.
The authorization to exclude subscription rights to the benefit of
holders of conversion or warrants serves the purpose of reducing the
warrant or conversion price not on the basis of the usual dilution
protection clauses of warrant or conversion terms, or of being
required to make an additional cash payment to the holders of such
rights. Dilution protection clauses are required to make capital
market placings easier, and to protect the bondholders (creditors)
against dilution as the result of subsequent share issues. Instead of
settlement through reducing the warrant or conversion price, or
payment of an additional cash amount, subscription rights are
alternatively to be granted also to bondholders (creditors) with
warrant or conversion rights to protect against dilution to the
extent that they would be entitled following exercise of the warrant
or conversion rights, or the satisfaction of the conversion
obligation. Finally, the Company's management shall be authorized to
exclude shareholder subscription rights in the case of capital
increases against cash, to an extent that does not in total exceed
10% of the Company's issued share capital, whereby the issue price of
the new shares may not be significantly less than the stock market
price of the Company's shares. The share capital both at the time
when this authorization becomes effective, and at the time of
exercise, shall be decisive for the calculation of the 10% limit;
none of these limits may be exceeded. The management will include in
this limitation to 10% of the share capital both those shares that
are, or were, issued to service conversion or warrant rights, to the
extent that the convertible or warrant bonds from which these rights
arise were issued during the duration of the authorization in
corresponding application of §186 Paragraph 3 Clause 4 of the German
Stock Corporation Act (AktG) under exclusion of subscription rights,
and also the Company's treasury shares that were sold during the
duration of the authorization in corresponding application of §186
Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) under
exclusion of shareholder subscription rights. Shares that are issued
during the duration of the authorization under exclusion of
subscription rights in direct or indirect application of § 186
Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) as
part of Approved Capital 2011 are also to be included in this
context. This shall apply correspondingly for the utilization of
Approved Capital 2011 with respect to the issuing of shares from
Approved Capital 2012. This authorization enables the Company to
exploit windows of opportunity in the stock market at short notice,
and to further strengthen the Company's equity capital base. The
interests of existing Company shareholders will not be
inappropriately disadvantaged given the fixing of an issue price that
does not diverge significantly from the stock market price. These
shareholders have the opportunity to maintain their shareholding
interests - to the extent that they wish to do so - through purchases
on the stock market on an equal value basis. The Management Board
shall in all cases inform the Shareholders' General Meeting
concerning the utilization of approved capital. III. Prerequisites
for participation in the Shareholders' General Meeting and exercise
of voting rights Pursuant to §18 of the Company's bylaws, those
shareholders are entitled to participate in the Ordinary
Shareholders' General Meeting, and to exercise voting rights and
other shareholder rights, who register providing proof of their
shareholdings in good time before the Shareholders' General Meeting
in written form in either German or English by post, fax or e-mail at
the address, fax number or e-mail address below. The registration,
and evidence of shareholding, must be submitted to the Company at the
address, fax number or e-mail address communicated for this purpose
below, at the latest by Wednesday, May 9, 2012, 24:00 hrs (Central
European Summer Time). Entitlement to participate in the
Shareholders' General Meeting, and to exercise voting rights and
other shareholder rights, must be evidenced by a certificate
concerning the shareholding provided by the custodian bank or
securities clearing and deposit bank in textual form in either German
or English. The certification must relate to the start of the 21st
day before the Shareholders' General Meeting, in other words,
Wednesday, April 25, 2012, 00:00 hrs (Central European Summer Time).
The registration and evidence of shareholding must be submitted to
the Company in textual form to the following address, fax number or
e-mail address: Curanum AG c/o Commerzbank AG GS-MO 4.1.1 General
Meetings 60261 Frankfurt am Main Fax:+49 (0)69 13626351 E-mail:
HYPERLINK "mailto:hv-eintrittskarten@commerzbank.com" o
"blocked::mailto:hv-eintrittskarten@commerzbank.com"
hv-eintrittskarten@commerzbank.com After registration and
certification of share ownership has arrived in time at the Company,
entry tickets will be dispatched to shareholders for the
Shareholders' General Meeting. In order to ensure that entry tickets
are received on time, we would kindly ask shareholders to request
entry tickets at as early a juncture as possible from their custodian
bank. In these instances, the custodian bank performs the requisite
registration and evidence of relevant shareholdings. With respect to
the Company, only those shareholders are entitled to participate in
the meeting and to exercise their shareholder rights who have
provided evidence of their shareholdings. In this context,
entitlement to participate and the scope of voting rights are based
exclusively on shareholdings as of the cut-off date for producing
evidence of shareholdings. The cut-off date for producing evidence of
shareholdings does not entail any block on the ability to dispose of
shareholdings. Disposals following the cut-off date for producing
evidence of shareholdings have no significance for the statutory
right of the party that performs the disposal to participate and vote
at the meeting. It should nevertheless be noted that, pursuant to §
405 Paragraph 3 Number 1 of the German Stock Corporation Act (AktG),
it is not permissible to utilize the shares of another party, where
the other party has not authorized representation, and without the
other party's authorization to exercise rights at the Shareholders'
General Meeting. Equally, the purchase of shares in the Company
following the cut-off date for producing evidence of shareholdings
results in no changes with respect to participation and voting
rights. Parties that hold no shares as of the cut-off date for
producing evidence of shareholdings, and do not become shareholders
until after this date, are not entitled to participate and vote. IV.
Procedure for the submission of votes by authorized voting officers
at the Shareholders' General Meeting Shareholders who do not wish to
participate personally in the Shareholders' General Meeting may allow
their voting rights to be exercised by an authorized person (proxy),
including a shareholder association or bank, other institutions or
persons included in §135 of the German Stock Corporation Act, or
another person of their choice, or by the voting right
representatives nominated by the Company who is bound to follow
shareholder instructions. In this instance, too, proper registration
must be made by the relevant deadline, and proof of shareholdings is
required pursuant to the above provisions. The issuing of the proxy
authorization is possible both before and during the Shareholders'
General Meeting. Notifications to the proxy and the Company are
considered for this purpose. If neither the bank nor a shareholder
association, or a person or institution equivalent to these in
accordance with German stock corporation law provisions, is
authorized, the issuing and revocation of the authorization, as well
as its evidence to the Company, require textual form. If the issuing
of the authorization or its revocation is made by notification to the
Company, the notification can be addressed to the following address,
fax number or e-mail address: Curanum AG Investor Relations ? HV 2012
Engelbertstrasse 23-25 81241 Munich Fax number: + 49 (0)5221 17242383
E-mail: ir@curanum.de Revocation can also be made by the
shareholder's personal participation in the Shareholders' General
Meeting. If the proxy authorization is issued through notification to
the Company, additional evidence of the proxy authorization is not
required. If the proxy authorization is issued to the proxy, the
authorization is to be evidenced to the Company, to the extent that
nothing else arises from § 135 of the German Stock Corporation Act
(AktG). The evidence of the proxy authorization can be submitted to
the address, fax number or e-mail address that is provided above for
the issuing of authorizations. The evidence can also be rendered by
way of the proxy showing the authorization to the entry control on
the day of the Shareholders' General Meeting. In the instance where a
bank, shareholder association, or another institution or person
equivalent to these on the basis of German stock corporation
provisions, there is no need for textual form either according to the
bylaws or according to the express wording of the German Stock
Corporation Act (AktG). The general requirement for textual form
pursuant to § 134 Paragraph 3 Clause 3 of the German Stock
Corporation Act (AktG) is not applicable to these recipients of
authorizations, according to generally received opinion. The persons
to be authorized as proxies may nevertheless demand a special form of
the proxy authorization in these instances, since they must determine
these verifiably pursuant to §135 Paragraph 1 Clause 2 of the German
Stock Corporation Act (potentially in combination with §135 Paragraph
8 or §§135 Paragraph 10, 125 Paragraph 5 of the German Stock
Corporation Act). We would kindly request that the individuals to be
authorized be queried in each case concerning any particularities
that may need to be complied with. If a shareholder wishes to
authorize a bank or shareholder association or another institution or
person equivalent to these as the result of German stock corporation
law provisions, the shareholder should also previously enquire
whether the bank, shareholder association, institution or person will
be represented or present at the Curanum AG Shareholders' General
Meeting. The granting of authorizations by shareholders and
shareholder representatives present at the Shareholders' General
Meeting to other parties present at the Shareholders' General Meeting
is also possible. However, banks, shareholder associations or other
institutions or persons equivalent to such parties as the result of
stock corporation law provisions may only issue delegated powers of
attorney to persons who are not their employees if the power of
attorney permits, pursuant to § 135 Paragraph 5 Clause 1 of the
German Stock Corporation Act (AktG) (potentially in combination with
§ 135 Paragraph 8 of the German Stock Corporation Act [AktG] or §§
135 Paragraph 10, 125 Paragraph 5 of the German Stock Corporation Act
[AktG]). A form that can be used to issue authorizations can be
requested free of charge from the Company on telephone number +49 (0)
89 2420650 (weekdays between 09:00 hours and 17:00 hours), and can be
downloaded from the Company's website at www.curanum.de within the
"Investor Relations" area, via the links "English Version" and
"Stockholders Meeting". An authorization form can also be found on
the rear side of the entry card that is sent to persons who are
properly registered for the Shareholders' General Meeting. There is
no obligation to use the authorization/instruction forms provided by
the Company for the Company's voting right representative. If a
shareholder authorizes more than one person, the Company may reject
one or several authorized persons. Before the Shareholders' General
Meeting, we offer our shareholders the possibility of authorizing a
voting right representative nominated by the Company, who is bound to
follow shareholders' instructions: Ms. Caroline Lutz, Munich, an
employee of the Company. Shareholders who wish to authorize the
Company's nominated voting right representative require a
Shareholders' General Meeting entry card for this purpose, and can
download a voting representation form at www.curanum.de using the
links "Investor Relations" / "English Version" und "Stockholders
Meeting". The voting representation form can also be requested free
of charge from the Company on telephone number +49 (0) 89 2420650
(weekdays between 09:00 hours and 17:00 hours). There is no
obligation to use the authorization/instruction form provided by the
Company for the Company's voting right representative. The order
should be submitted as early as possible to the custodian bank in
order to ensure that the entry card is received on time. The
Company-nominated voting right representative (proxy) votes on
individual agenda items on the basis of shareholder authorizations,
in line with the instructions that the shareholders have issued. In
exercising voting rights, the Company's voting right representative
is not subject to any voting instructions on the part of Curanum AG.
Where instructions are unclear, the Company-nominated voting right
representative must abstain from the relevant agenda item. The
Company-nominated voting right representative may not exercise voting
rights on votes whose subject is unknown in advance of the
Shareholders' General Meeting (for instance, points of order). In
such instances, the Company voting right representative will either
abstain or not participate in the voting. Corresponding regulations
apply when voting concerning a countermotion where there are no
express instructions. The Company voting right representative accepts
no instructions relating to the lodging of appeals against
Shareholders' General Meeting resolutions, relating to the exercise
of the right to speak or submit questions, or to the submission of
motions. The issuing of proxy authorization to the Company's voting
right representative, and its revocation, require textual form. For
organizational reasons, authorizations and instructions to the
Company voting right representative must be submitted to the Company
in textual form at the latest by Monday, May 14, 2012, 24:00 hours
(Central European Summer Time), by post, fax or e-mail at the
following address, fax number or e-mail address: Curanum AG Investor
Relations ? HV 2012 Engelbertstrasse 23-25 81241 Munich Fax number: +
49 (0)5221 1724 2383 E-mail: ir@curanum.de Alternatively,
authorizations and instructions may be passed to the voting right
representative during the Shareholders' General Meeting. V.
Shareholder rights Motions relating to the supplementing of the
agenda pursuant to § 122 Paragraph 2 of the German Stock Corporation
Act (AktG) Shareholders whose shares together amount to one twentieth
of the share capital or a proportional share of the share capital of
EUR500,000.00, may require that items be entered and announced on the
agenda. Such requests must be submitted in writing (§126 of the
German Civil Code [BGB]) to the Company's Management Board, and must
be received by the Company at the latest by Sunday, April 15, 2012,
24:00 hours (Central European Summertime). The address is as follows:
Curanum AG Vorstand ? HV 2012 Engelbertstrasse 23-25 81241 Munich
Each new agenda item must be accompanied by a justification or draft
proposal. Proposers must provide evidence that they have held the
minimum shareholding for at least three months before the date on
which their request reaches the Company, and that they remain in
possession of the shares until their request is received by the
Company. Shareholder motions and election proposals pursuant to §§
126 Paragraph 1, 127 of the German Stock Corporation Act (AktG) Each
shareholder is also entitled to submit motions or election proposals
(relating only to agenda items) relating to agenda items as well as
to the Shareholders' General Meeting rules of procedure, without
there being any requirement to make an announcement, publication or
other particular action before the Shareholders' General Meeting. The
Company will make any shareholder motions and election proposals,
including the shareholder's name, justification (which is not
required for election proposals) and any opinion on the part of the
administration available at www.curanum.de using the links "Investor
Relations" / "English Version" and "Stockholders Meeting", if they
are submitted to the Company at least 14 days before the meeting, in
other words, by Tuesday, May 1, 2012, 24:00 hours (Central European
Summer Time), by post or fax to the address, fax number or e-mail
address shown below: Curanum AG Investor Relations ? HV 2012
Engelbertstrasse 23-25 81241 Munich Fax number: + 49 (0)5221 17242383
E-mail: ir@curanum.de The Company may refrain from publishing a
countermotion and its justification, if one of the reasons pursuant
to §126 Paragraph 2 Number 1 to 7 of the German Stock Corporation Act
(AktG) applies. A justification for a countermotion does not need to
be published if it amounts to a total of more than 5,000 characters.

Apart from the instances where §126 Paragraph 2 of the German Stock
Corporation Act (AktG) applies, the Management Board also does not
need to publish shareholder election proposals if they do not contain
information regarding the name, profession and residence of the
proposed Supervisory Board members or auditors, respectively company
and residence of the proposed auditing company, or information
regarding membership of the proposed supervisory board members in
other supervisory boards requiring statutory formation in the meaning
of §125 Paragraph 1 Clause 5 of the German Stock Corporation Act
(AktG). Shareholder right to information pursuant to § 131 Paragraph
1 of the German Stock Corporation Act (AktG) Pursuant to §131
Paragraph 1 of the German Stock Corporation Act (AktG), the
Management Board must provide, on request, each shareholder with
information during the Shareholders' General Meeting concerning
Company matters, to the extent that they are required in order to
make an objective assessment of items on the agenda. This obligation
to provide information also comprises the Company's legal and
business relationships to an associated company, as well as the
position of the Group and companies included in the consolidated
financial statements, also under the condition that the information
is required for the objective assessment of agenda items. The
Management Board may refrain from responding to individual queries
for reasons specified in § 131 Paragraph 3 of the German Stock
Corporation Act (AktG). Pursuant to §18 Paragraph 3 Clause 3 of the
Company bylaws, the chairperson of the Shareholders' General Meeting
is entitled to impose time limits on the shareholders with respect to
their right to speak and pose questions; in particular, he or she
shall be entitled, either at the beginning of the Shareholders'
General Meeting or during the meeting, to impose an appropriate
timeframe for the total duration of the meeting, for comments on
individual points of the agenda as well as for speeches or questions
made by individual speakers. VI. Publications on the Company
website pursuant to §124a of the German Stock Corporation Act (AktG)
Publications pursuant to §124a of the German Stock Corporation Act
(AktG) concerning shareholders' general meetings can be found on the
Company's website at HYPERLINK "http://www.baslerweb.com"
www.curanum.de using the links "Investor Relations" / "English
Version" and "Stockholders Meeting". VII. Announcement date The
Ordinary Shareholders' General Meeting on May 16, 2012 will be
announced by publication of the above agenda in the electronic
Federal Gazette (Bundesanzeiger) on April 2, 2012. VIII. Total
number of shares and voting rights at the time when the Shareholders'
General Meeting is convened At the time of the convening of the
Shareholders' General Meeting on April 2, 2012, the Company's share
capital is divided into 39,192,000 ordinary bearer shares, each of
which grants one vote. The 405,102 treasury shares that the Company
holds at the time of the convening of the Shareholders' General
Meeting on April 2, 2012 are not entitled to voting rights, however,
as a consequence of which the total number of voting rights at the
time of the convening of this Shareholders' General Meeting amounted
to 38,786,898.

Munich, April 2, 2012
Curanum AG

The Management Board

Walther Wever Judith Barth

Further inquiry note:
Herr Martin Brand
Assistent PR/IR
Tel: 089/ 24 20 65-70
E-Mail: martin.brand@curanum.de

end of announcement euro adhoc
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issuer: CURANUM AG
Engelbertstraße 23-25
D-81241 München
phone: +49 (0)89 242065 60
FAX: +49 (0) 89 242065 10
mail: info@curanum.de
WWW: http://www.curanum.de
sector: Healthcare Providers
ISIN: DE0005240709
indexes: CDAX, Classic All Share, Prime All Share
stockmarkets: free trade: Berlin, Hamburg, Düsseldorf, Stuttgart, regulated
dealing: München, regulated dealing/prime standard: Frankfurt
language: English