This means that TOMORROW FOCUS AG, which took over the shares, will not be required to make an additional cash payment to shareholders of the former TOMORROW Internet AG under the merger agreement of 2001.

The award proceedings were instituted by shareholders of TOMORROW Internet AG as provided for under section 15, paragraph 1 of the German Transformation Act (Umwandlungsgesetz, UmwG). In the opinion of these shareholders, the share exchange ratio stipulated in the 2001 merger agreement was inappropriate. In its decision of 11 October 2006, the Hamburg Regional Court of first instance found against TOMORROW FOCUS AG. It amended the merger agreement of 2001 and ruled that the shareholders of TOMORROW Internet AG should receive an additional cash payment of EUR 0.37 for each TOMORROW Internet AG share transferred as consideration for the transfer of TOMORROW Internet AG's assets to TOMORROW FOCUS AG.

In taking this decision, the Hamburg Regional Court chose to disregard the statements submitted by all the accountants involved in the proceedings with regard to the underlying company valuations.

In 2006, TOMORROW FOCUS AG appealed against this decision to the Hanseatic Higher Regional Court in Hamburg. This appeal has now been fully upheld.

The ruling by the Hanseatic Higher Regional Court in Hamburg has not yet acquired legal force. However, the scope for legal recourse against the ruling is very limited.

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Armin Blohmann
phone: +49 (0)89 9250-1256
fax: +49 (0)89 9250-2403
email: a.blohmann@tomorrow-focus.de