Not for distribution in the United States of America

Röchling plans broad distribution of its majority stake in Rheinmetall 

Mannheim (Germany), November 24, 2004 – The Röchling Industrie Verwaltung GmbH (“Röchling”), Mannheim/Germany, has decided to sell its entire majority stake in Rheinmetall AG comprising approx. 13.27m Rheinmetall ordinary shares (73.70% of ordinary shares outstanding) and approx. 1.89m Rheinmetall preference shares (10.48% of preference shares outstanding), representing in total 42.09% of Rheinmetall’s share capital. The shares will be offered to institutional investors in a private placement in an accelerated bookbuilt offering which may be completed at any time within the next three trading days. The sole bookrunner for the offering is Goldman Sachs.

Röchling supported the successful value creation programme implemented at Rheinmetall over the last several years. Following completion of the restructuring, Röchling has continued to support the strategy of the management board of Rheinmetall for the strategic development of the group through its automotive and defence divisions.

Against this background, and after reviewing various alternatives, Röchling has decided to provide Rheinmetall with a strong and much broader shareholder base that will give the company greater flexibility in achieving its strategy.

Goldman Sachs and BNP Paribas advised Röchling in this process.

In the future, the Röchling family will focus on the expansion of its core plastics technology business through Gebrüder Röchling KG.

Neither this press release nor the information contained herein constitutes an offer to sell or the solicitation of an offer to purchase any securities.

The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any public offering of securities of Rheinmetall AG to be made in the United States would have to be made by means of a prospectus contained in a registration statement filed with the U.S. Securities and Exchange Commission that would contain detailed information about the issuer of the securities and its management, as well as its financial statements. It is not intended to file such a registration statement or to conduct a public offering in the United States.

This communication is directed only at persons (I) who are outside the United Kingdom or (II) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the “Order”) or (III) who fall within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.