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Not for distribution in the United States of America

Röchling has sold its majority stake in Rheinmetall

Mannheim ( Germany), November 29, 2004 – The Röchling Industrie Verwaltung GmbH (“Röchling”), the majority shareholder of Rheinmetall AG, announced today that it has sold its entire Rheinmetall stake comprising 13,266,556 ordinary shares (73.70% of ordinary shares outstanding) and 1,886,419 preference shares (10.48% of preference shares outstanding) in a private placement. The shares were placed solely to a broad base of more than 75 institutional investors.

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The information contained herein is not for publication or distribution to persons in the United States of America.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.  

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