Deutsche Nickel AG

Current information:

Schwerte, August 2004

Deutsche Nickel Aktiengesellschaft

Schwerte

Invitation to the Creditors' Meeting

from Deutsche Nickel Aktiengesellschaft, Schwerte,

regarding

7,125 % bearer bonds of 1999/2006

belonging to Deutsche Nickel Aktiengesellschaft, Schwerte, whose original par value was EUR 120 million and whose current par value is EUR 104 million

ISIN DE0002417961 (WKN 241 796)

We invite the holders of the bearer bonds described above to the creditors' meeting to be held at 11 o'clock on 12 August 2004 at the premises of Deutsche Nickel Aktiengesellschaft, Rosenweg 15, 58239 Schwerte.

Agenda:

1. Resolution regarding who should chair the meeting and voting modalities

Deutsche Nickel AG suggests that Dr. Oliver Wilken (a lawyer in Cologne) chair and moderate the meeting after it is opened. The vote shall be taken by a show of hands.

In addition, Deutsche Nickel AG proposes that the following be resolved:

The chair shall herewith be empowered to set the voting modalities to be used during the course of the meeting. The vote shall be taken by a show of hands.

2. Resolution on the modification of the bond conditions

Deutsche Nickel AG (hereinafter also referred to as the “Issuer”) and VDN Vereinigte Deutsche Nickel-Werke Aktiengesellschaft (hereinafter also referred to as the “Underwriter”) announced in ad hoc notices dated 24 May that the Underwriter's share capital was used up because of its subsidiaries' value adjustments. The Issuer and the Underwriter announced in ad hoc notices dated 17 June 2004 that the over-indebtedness of the Underwriter shown in the balance sheet, which had occurred in the interim, had been temporarily eliminated by the Undertaker's commercial banks giving up their positions of priority for a limited time, namely until 31 March 2005. As part of the necessary additional restructuring of the balance sheet of the VDN Group it is now planned to offer the unsecured creditors of the Underwriter, the Issuer and its subsidiary, EuroCoin AG, within the time frame made available by the [banks] giving up their positions of priority, the opportunity of exchanging their claims against the respective companies in the VDN Group for shares of the Issuer or new claims or converting their claims against the respective companies in the VDN Group into a combination of both. The Issuer is currently considering offering the bondholders the opportunity of exchanging in a first step the 7.125 % bearer bonds 1999/2006 (ISIN DE0002417961 / WKN 241 796) held by them for debtor warrants/participation certificates to be given by the Underwriter or a subsidiary of the Underwriter and the option of exchanging these in a second step for shares of the Issuer which are currently held 100% by the Underwriter. The Underwriter intends in addition to also offer its other unsecured bank creditors and the other unsecured bank creditors of the Issuer and EuroCoin AG, Schwerte the opportunity of assigning to the Underwriter their respective claims against the aforementioned companies in exchange for shares of the Issuer, new claims or a combination of both instruments. The respective exchange ratios have not yet been finally determined. However, the intended result is that the previous creditors of the Underwriter, the Issuer and EuroCoin AG, Schwerte should hold almost all of the Issuer's shares or their economic value after completion of the transaction.

In order to make the exchange offer more attractive to the bondholders and the other unsecured creditors it is intended to offer the creditors involved in the restructuring fungible instruments as part of the exchange. This could be achieved in the case of the debtor warrants/participation certificates, which authorize receipt of the proceeds from a sale of the Issuer, by including them in the unofficial market of the Frankfurt Stock Exchange; in the case of the Issuer's shares it must be taken into account that they are not listed on the stock exchange. Insofar as the availability of fungible instruments is concerned the current intention is to arrange for this after the exchange perhaps by merging the Issuer with the Underwriter, which is listed on the stock exchange.

The aforementioned considerations reflect the status of the current plans, but they should on no account be understood as suggesting that the Issuer or the VDN Group has bound themselves in any way to also ultimately follow the structure outlines here. The Issuer intends to state its restructuring plans more precisely before the creditors' meeting in order to present the creditors with a comprehensive concept for avoiding insolvency or avoiding insolvency proceedings in respect of the assets of the Issuer and the Underwriter; the presentation of this concept does not, however, represent a guarantee by the Issuer that it can be implemented.

Deutsche Nickel AG proposes to amend the bond conditions for the 7.125% bearer bonds, dated 30 August 1999, of Deutsche Nickel AG, Schwerte, Federal Republic of Germany, ISIN DE0002417961 (WKN 241 796) by passing the following resolution in accordance with the prerequisites of § 11 of the Act Relating to the Joint Rights of Bondholders ( Gesetz betreffend die gemeinsamen Rechte der Besitzer von Schuldverschreibungen ), in short the Bondholders Act, of 4 December 1899 in its current version:

2.1. § 2.1, first paragraph of the bond conditions in the version last amended by the creditors' meeting of 18 May 2004 shall be amended as follows:

"Interest is payable on the bonds from 30 August 1999 (“date of issue”) until 31 December 2003 at the rate of 7.125 % annually (pro rata temporis), commencing on 1 January 2004 and extending until 30 August 2004 at the rate of 3.201 % annually (pro rata temporis) and commencing from 30 August 2004 and extending until 29 August 2006 at 0 % annually. Interest is payable on the bonds from 30 August 2006 until their date of maturity again at the rate of 7.125 % annually (pro rata temporis). Interest is payable annually on the 30th of August for the previous year. The first interest payment is due on 30 August 2000. The last interest payment is due (pro rata temporis) together with the repayment of the bonds on 10 August 2007."

The other provisions in § 2 of the bond conditions will remain unchanged.

2.2 § 3 of the bond conditions in the version last amended by the creditors' meeting of 18 May 2004 shall be amended as follows:

"The bonds will be repaid on 10 August 2007 (the “date of maturity”) at their par value."

2.3 The amendments to § 2 and § 3 of the bond conditions, which were resolved by the creditors' meeting, are made upon the condition subsequent that the following circumstances have not occurred by 31 March 2005:

(a) (i) Effective acceptance [by the bondholders] of an offer - for the purposes of restructuring the liabilities of the Underwriter and/or the Issuer - made by the Underwriter and/or the Issuer or an enterprise associated with the Underwriter to redeem bearer bonds 1999/2006 (ISIN DE0002417961 / WKN 241 796); the consideration is to be provided by the Underwriter and/or the Issuer or an enterprise associated with the Underwriter

(a) (ii) Effective acceptance of an offer - for the purposes of restructuring the liabilities of the Underwriter and/or the Issuer - made by the holders of bearer bonds 1999/2006 (ISIN DE0002417961 / WKN 241 796) to waive the rights from the bearer bonds 1999/2006 (ISIN DE0002417961 / WKN 241 796); the consideration is to be provided by the Underwriter and/or the Issuer or an enterprise associated with the Underwriter through at least 50 % of the par value of the bearer bonds 1999/2006 (ISIN DE0002417961 / WKN 241 796) , which had been issued but had not yet matured, at the time the offer was made and

(b) Provision of the consideration to be provided pursuant to the offer, which is due to the bondholders of 1999/2006 who accept the said offer.

The joint representative to be appointed by the creditors' meeting (see point 5 of the agenda) shall be entitled to

extend at his discretion the time limit specified in point 2.3 of the agenda one or more times but not beyond 31 July 2005 by notifying Deutsche Nickel AG. The extension will be binding on all bondholders.

Deutsche Nickel AG must be notified of the extension of the time limit in writing; such notification must be received by Deutsche Nickel AG by 31 March 2005 at the latest. In the case of an extension of the time limit by the joint representative the notice must be received by Deutsche Nickel AG on the date specified in the extension.

3. Resolution on the waiver of rights under the bond conditions and on the deferral of interest

Deutsche Nickel AG proposes that the following be resolved pursuant to the prerequisites in § 11 of the Bondholder Act:

3.1 The bondholders herewith waive until 10 August 2007 their right pursuant to § 4.2 of the bond conditions to demand the premature repurchase of the bonds in the event that there is a change in the group's controlling company.

3.2 The bondholders rescind until 10 August 2007 the obligation under § 4.4 of the bond conditions and waive until 10 August 2007 their right to demand redemption of the bonds at par value pursuant to § 11.1 (b) and § 11.1 (c) of the bond conditions on account of the Issuer and Underwriter's violation of duties pursuant to § 4.4 of the bond conditions. The obligation in § 4.4 of the bond conditions shall be replaced by the following obligation:

"The Issuer and/or the Underwriter are entitled to purchase bonds at any time and at any price on the market or otherwise if this results in a reduction of the liabilities of the Underwriter, Issuer or a subsidiary of the Issuer within 180 days, for instance, bonds are purchased below par value and – to the extent that bonds are not purchased directly by the Issuer – and the bonds are used to satisfy inter-company liabilities."

3.3 The bondholders herewith waive until 31 March 2005 their right to receive the information referred to in § 8.1.1, § 8.1.2, § 8.1.4 and § 8.1.5 of the bond conditions. In doing so, they also waive their right pursuant to § 11.1 (b) of the bond conditions to demand redemption of the bonds at par value on account of the Issuer's violation of duties pursuant to § 8.1.1, § 8.1.2, § 8.1.4 and § 8.1.5. of the bond conditions.

The joint representative to be appointed by the creditors' meeting (see point 5 of the agenda) shall be entitled to

extend at his discretion the time limit specified in point 3.3 of the agenda one or more times but not beyond 31 July 2005 by notifying Deutsche Nickel AG. The extension will be binding on all bondholders.

3.4 In doing so, the bondholders also waive their right pursuant to § 11.1 (b) of the bond conditions to demand redemption of the bonds at par value on account of the Issuer's failure to comply with financial covenants pursuant to § 8.2.1 of the bond conditions. This waiver includes the Issuer's past as well as future failures to comply with financial covenants.

3.5 The bondholders also waive until 10 August 2007 their right to demand redemption of the bonds at par value pursuant to § 11.1 (b) of the bond conditions in conjunction with § 8.3.1 (a), § 8.3.1 (b) and § 8.3.2 of the bond conditions .

3.6 The bondholders waive their right pursuant to § 11.1 (e) and (f) of the bond conditions to demand redemption of the bonds at par value on account of the premature termination and/or unpunctual repayment of the liabilities of the Issuer, one of its subsidiaries or the Underwriter. This waiver includes past and future grounds for termination pursuant to § 11.1 (e) and § 11.1 (f) of the bond conditions.

3.7 The bondholders herewith waive until 10 August 2007 their right pursuant to § 11.1 (g) of the bond conditions to demand redemption of the bonds at par value.

3.8 The bondholders herewith waive until 10 August 2007 their right to demand redemption of the bonds at par value pursuant to § 11.1 (h) of the bond conditions on account of the discontinuation of the business operations of the subsidiaries of the Issuer and the Underwriter or on account of the sale in whole or in part of the significant assets of these companies.

3.9 The bondholders herewith waive until 10 August 2007 their right pursuant to § 11.1 (j) of the bond conditions to demand redemption of the bonds at par value. The right to terminate in the event that insolvency proceedings, reorganization proceedings or proceedings having the same effect that are prescribed by statute are commenced against the Issuer or Underwriter remains unaffected.

3.10 The bondholders herewith waive until 10 August 2007 their right pursuant to § 11.1 (k) of the bond conditions to demand redemption of the bonds at par value.

3.11 The bondholders defer the interest accrued since the due date for interest payment, 30 August 2003, and the interest due on 30 August 2004 free of interest until 11 August 2007.

3.12 These declarations of waivers and the deferral of interest in accordance with the proposed resolution on point 3.11 of the agenda are subject to the condition subsequent (including the possible extension of the time limit by the joint representative to be appointed) named in the proposed resolution on point 2.3 of the agenda.

4. Resolution on the waiver of rights under the terms of the guarantee

Deutsche Nickel AG proposes that the following be resolved pursuant to the prerequisites in § 11 of the Bondholder Act:

4.1 The bondholders herewith waive until 10 August 2007 their right to demand redemption of the bonds at par value pursuant to § 11.1 (c) of the bond conditions in conjunction with § 5.2.1 of the terms of the guarantee on account of the Underwriter's failure to comply with financial covenants pursuant to § 5.2.1 of the terms of the guarantee. This waiver includes past and future failures by the Underwriter to comply with financial covenants.

4.2 The bondholders herewith waive until 31 March 2005 their right to receive the information referred to in § 5.1.1, § 5.1.2 and § 5.1.4 of the terms of the guarantee. In doing so, they also waive their right pursuant to § 11.1 (c) of the bond conditions to demand redemption of the bonds at par value on account of the Issuer's violation of duties pursuant to § 5.1.1, § 5.1.2 and § 5.1.4. of the bond conditions.

The joint representative to be appointed by the creditors' meeting (see point 5 of the agenda) shall be entitled to

extend at his discretion the time limit specified in point 4.2 of the agenda one or more times but not beyond 31 July 2005 by notifying Deutsche Nickel AG. The extension will be binding on all bondholders.

Deutsche Nickel AG must be notified of the extension of the time limit in writing; such notification must be received by Deutsche Nickel AG by 31 March 2005 at the latest. Where the joint representative extends the time limit, notice must be received by Deutsche Nickel AG on the date specified in the extension.

4.3 The bondholders herewith waive until 10 August 2007 their right pursuant to § 11.1 (c) of the bond conditions in conjunction with § 5.3.1 (a), § 5.3.1 (b) and § 5.1.4 of the terms of the guarantee to demand redemption of the bonds at par value.

4.4 The bondholders herewith waive until 10 August 2007 their right pursuant to § 11.1 (c) of the bond conditions in conjunction with § 5.3.2 of the terms of the guarantee to demand redemption of the bonds at par value.

4.5 These declarations of waiver are subject to the condition subsequent (including the possible extension of the time limit by the joint representative to be appointed).

5. Appointment of a joint representative of the bondholders with the right to extend one or more times the time limit pursuant to point 2.3 of the agenda which is named in the condition subsequent and the time limits specified in points 3.3 and 4.2 on the agenda with effect towards and against all bondholders.

Deutsche Nickel AG proposes to resolve the following:

Mr. Peter E. Dreyer, a lawyer in Bergisch Gladbach, is appointed as the joint representative of all bondholders pursuant to § 14 (1) of the Bondholder Act. Pursuant to § 14 ( 3) and § 11 (1) of the Bondholder Act the joint representative is authorized to

extend at his discretion the time limits specified in points 2.3, 3.3, 3.12, 4.2 and 4.5 of the agenda one or more times but not beyond 31 July 2005 by notifying Deutsche Nickel AG. The extension will be binding on all bondholders.

Deutsche Nickel AG must be notified of the extension of the time limit in writing; such notification must be received by Deutsche Nickel AG by 31 March 2005 at the latest. Where the joint representative extends the time limits, notice must be received by Deutsche Nickel AG on the date specified in the extension.

The appointment of Mr. Peter E. Dreyer, a lawyer in Bergisch Gladbach, as the joint representative of all bondholders will end automatically upon the occurrence of one of the following events irrespective of which event occurs first: (i) commencement of insolvency proceedings in respect of the assets of Deutsche Nickel AG or (ii) commencement of insolvency proceedings in respect of the assets of VDN Vereinigten Deutsche Nickel-Werke AG.

6. Resolution in accordance with § 11 (5) of the Bondholder Act

Pursuant to § 11 (2) sentence 1 of the Bondholder Act, a resolution of the creditors' meeting, which waives or restricts the rights of the creditors, requires a majority of at least ¾ of the votes cast. The majority must pursuant to § 11 (2) sentence 2 of the Bond Holder Act (at the same time) hold at least half of the par value of all the bonds in circulation. If a particular resolution finds the support of the majority required pursuant to § 11 (2) sentence 1 of the Bond Holder Act, but not that required pursuant to § 11 (2) sentence 2 of the Bond Holder Act, the Issuer (here: Deutsche Nickel AG) shall be entitled, if the majority at the meeting of bondholders so decides, to convene a second meeting for the purpose of a renewed attempt to pass the resolution. The second meeting of the bondholders shall (then) be entitled to pass the resolution with a majority of at least ¾ of the votes cast without consideration of the number of bonds [amount] held by this majority. It may not be convened before the end of the first meeting.

Now, therefore, Deutsche Nickel AG proposes as a precautionary measure that, in the event that one or more of the topics on the agenda of the creditors' meeting to be held on 12 August 2004 (in accordance with this invitation) is or are decided with the majority required pursuant to § 11 (2) sentence 1 of the Bondholder Act, but does or do not find the majority required pursuant to § 11 (2) sentence 2 of the Bondholder Act, the following resolution should be passed:

“Pursuant to § 11 (5) of the Bond Holder Act, a second creditors' meeting shall be convened for the purpose of a renewed attempt to pass the resolution, which requires a majority of at least 75 % of the votes without consideration of the number of bonds [amount].”

Conditions for attendance and participation:

Every bondholder shall be entitled to attend [and participate in] the meeting. All bondholders who deposit their bonds at the German Federal Bank, a German notary or other depository authorized by the government of the Land no later than two days before the meeting and leave them there until the creditors' meeting is over, shall be entitled to vote. With the approval of the authorized depository, the deposit requirements shall be considered duly complied with if the financial institution holding the bonds agrees not to sell them until the creditors' meeting is closed. If the bonds have been deposited at one of the depositories named above, the bondholder shall present, at the beginning of the creditors' meeting, a certificate (original or a certified copy) issued by this depository that certifies that the bonds have been deposited. The voting right can also be exercised by an authorized representative. The grant of the authority to vote must be made in writing (and this shall suffice). The bondholders are advised that if they fail to deposit their bonds or fail to deposit them within the required time period, they shall have no voting right.

The management board

Schwerte, in July 2004