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JENOPTIK AG issues five-year convertible bond

The Executive Board of JENOPTIK AG has decided, with the consent of the Supervisory Board, to issue a convertible bond.

The issue volume of the bond is about 60 million euros and can be converted into up to 4.884 million shares. This corresponds to 10 percent of the outstanding shares. The shareholders' subscription right is being excluded from the bond issue. The term of the convertible bond is five years and it cannot be terminated by the company during the first three years of the term. Thereafter the company can terminate the bond if the Jenoptik share price exceeds 135 percent of the conversion price within a specific period.

The bond will be offered together with a coupon of 2.5 percent and a conversion premium of 45 to 50 percent to institutional investors outside the USA, Canada, Australia and Japan (Regulation S). The definitive pricing including the yield to maturity will be carried out on Thursday, June 24, 2004 using a bookbuilding procedure. The transaction will be carried out by the HVB Corporates & Markets as sole lead manager and sole bookrunner assisted by the Commerzbank as co-lead.

JENOPTIK AG is issuing the convertible bond at this time against the background of the attractive market environment for convertible bonds. Jenoptik intends to use the proceeds from the issue to repay liabilities prior to maturity and to further improve its financing structure in the long run. In addition, the expansion of the Photonics business division will be continued.

No prospectus within the meaning of the German Securities Sales Prospectus Act (the "SPA") has been or will be prepared in connection with the offering. The securities will be offered in the Federal Republic of Germany solely to persons who purchase or sell securities as part of their trade, profession or occupation pursuant to Section 2, No. 1 of the SPA and/or who are a part of a restricted circle of investors who have been selected by the offeror(s) and are informed enough to understand the possible investment risks involved pursuant to Section 2, No. 2 of the SPA.

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The information contained herein is not for publication or distribution in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States or to U.S. persons absent registration under the Securities Act or an available exemption from the registration requirements of the Securities Act. These materials do not contain or constitute an offer of securities for sale in the United States or to U.S. persons.

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