Terms of Capital Increase, Guarantee of existing shareholders

The Management and Supervisory Board of aap Implantate AG a German medical technology company specialized in bone fracture healing, joint replacement, bone cements and biomaterials, today decided the already announced capital increase. This increase of capital stock of up to 1,460,857 shares will be conducted on subscription price of EUR 1.60 with allotment of subscription rights to existing shareholders at a ratio of 21:2. There will be no trading in subscription rights and the new stocks will be entitled to a share in profits from January 1, 2005.

The capital increase is completely guaranteed by existing shareholders of aap, so that all not acquired shares will be subscribed by this group of investors, which also includes members of the management and supervisory board. But the management and supervisory board reserved to themselves also to allocate not acquired shares to third parties (institutional investors or employees).

From the capital increase the company will receive up to EUR 2.3 million before transaction costs. The proceeds are intended to be used for financing an acquisition in the biomaterials segment and to continue to step up its operative business.