On April 24, 2006, KUKA Aktiengesellschaft issued a non-secured, senior convertible bond with a period to maturity of 5 1/2 years; it is issued by the wholly-owned subsidiary KUKA Finance BV and guaranteed by KUKA Aktiengesellschaft. The convertible bond was listed for trading on the Luxembourg Stock Exchange (EuroMTF segment) on November 9, 2006.
The bonds are convertible into KUKA Aktiengesellschaft shares amounting to 10% of the current capital stock. On maturity, the nominal value of the bond will be repaid together with interest of 3.75% p.a. The exercise price is EUR 26.08.
The convertible bonds were placed with institutional investors outside the United States of America (Regulation S), with Dresdner Bank Aktiengesellschaft acting as sole bookrunner and lead manager and Landesbank Baden-Württemberg as co-lead manager.
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 KUKA 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 Regulation 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 offer for Convertible Bonds or Shares could be placed in the United States solely on the basis of a prospectus and detailed information about KUKA Aktiengesellschaft and its management and financial statements.