Ultrasonic AG: Annual General Meeting of Ultrasonic AG agrees to the concept of profit participation

Corporate News

Annual General Meeting of Ultrasonic AG agrees to the concept of profit participation

- Implementation of concept for profit participation is intended for the third quarter 2012

- 100% approval to all agenda items

Frankfurt, 6 July 2012 - The annual general meeting (AGM) of Ultrasonic AG (ISIN DE000A1KREX3, US5), the German holding of an established Chinese manufacturer and provider of high quality branded urban footwear products, which is listed in the Prime Standard of the Frankfurt Stock Exchange, today has adopted all resolutions with 100 percent approval.

Items on the agenda next to the resolutions regarding the implementation of the profit participation, which essentially will place shareholders economically in the same situation as if they received a dividend payment, were the resolutions regarding the discharge of the Management Board and the Supervisory Board, the new appointment of the Supervisory Board and the remuneration of the Supervisory Board as well as the election of the auditor of the financial statements and consolidated financial statements. Thereby, the acting Supervisory Board was confirmed in office and the acting auditor of the financial statements and consolidated financial statements was also appointed for the financial year 2012.

To implement the concept of the profit participation for the shareholders, the AGM resolved, among others, a capital increase out of company funds, with each shareholder receiving one new no-par share (bonus share) for every 13 existing shares. Until 15 September 2012, the company will make a public tender offer to all shareholders to buy back the bonus shares. The purchase offer will be restricted to the bonus shares. Restricting the share buy-back to the bonus shares is designed to ensure that from the shareholders' viewpoint the economic position is as close as possible to a dividend payment. The purchase price for the bonus shares under the tender offer may not be more than 5% above or below the volume-weighted average trading price of Ultrasonic shares in Xetra trading on the last five trading days before the date on which the offer is published. The maximum price is EUR 9.00 per bonus share.

Shareholders will be free to decide whether or not to take up this tender offer. Shareholders who do not accept the offer simply keep the bonus share(s). Immediately after the completion of the public tender offer the bonus shares will be included in the Prime Standard listing.

For example, shareholders, who intend to accept the proposed tender offer, would realize a calculated profit participation of about EUR 0.69 per share, based on a potential buy-back price of EUR 9.00 (EUR 9.00 gross sale proceeds for each 13 shares held originally).

With regard to the volume of the proposed public tender offer to the shareholders, it should be noted that the major shareholder has given the company a binding legal undertaking not to sell any shares into the offer.

The detailed voting results of the AGM 2012 are available on the company's website under www.ultrasonic-ag.de in the section Investor Relations/Annual General Meeting.

About Ultrasonic

The Cologne based Ultrasonic AG is the German holding of the Chinese Ultrasonic-Group, an established manufacturer and provider of high quality branded urban footwear. With around 1,400 employees the Group operates in three market segments, each of which contributing about a third to the Group's revenue. Ultrasonic produces sandals and slippers for the upper price segment and is a long-term supplier of shoe soles for leading manufacturers of the booming Chinese sport shoe industry such as Anta, Xtep and Unisuper. Moreover, the Company has successfully established its own 'Urban Footwear' collection which is marketed under the brand ULTRASONIC and specifically designed to the needs and taste of the growing urban middle class. Ultrasonic's branded urban footwear collection is currently marketed in more than 90 Ultrasonic mono-label shops, that realize selling prices in a range from RMB 400 to 1,200 per pair, which is equivalent to approx. EUR 50 to 140. Within the last three years Ultrasonic's business had a compounded annual growth rate of more than 34.4 percent. In FY2011, the Company generated total revenues of EUR 119.4 million and achieved a net profit of EUR 24.9 million.

For further information about the company visit: www.ultrasonic-ag.de

Disclaimer:

This document is no offer for the purchase of securities in the United States of America. Securities may only be sold or offered for sale with the previous registration under the U.S. Securities Act of 1933 in the actual valid version or without previous registration only pursuant to an exemption. The shares of Ultrasonic AG (the 'Shares') have not been registered under the U.S. Securities Act of 1933 in the actual valid version and may not be sold or offered in the United States.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). The Shares, which are referred to, are only available to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Contact:
Chi Kwong Clifford Chan
Member of the Management Board and CFO
Email: clifford.chan@suoli.cc
Phone +86 1525 947 9902 (China)
Phone +852 966 227 40 (Hong Kong)