EANS-Adhoc: Capital increase resolution of K+S Aktiengesellschaft: Issuance of 26.4 million new shares with a purchase price of EUR 26.00 per share

ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc 
with the aim of a Europe-wide distribution. The issuer is solely responsible for 
the content of this announcement.  

25.11.2009 

Today, the Board of Executive Directors of K+S Aktiengesellschaft, with the 
consent of the Supervisory Board, resolved a capital increase from authorised 
capital against cash contributions. Using part of the authorized capital, a 
total number of 26.4 million new ordinary bearer shares without par value will 
be issued at a purchase price of EUR 26.00 per share. As a result, the share 
capital of K+S Aktiengesellschaft will increase from EUR 165.0 million by EUR 
26.4 million to EUR 191.4 million, with the capital increase amounting to 16 % 
of the company´s current share capital. The new shares will carry full dividend 
rights as of the fiscal year 2009. 

The shareholders of K+S Aktiengesellschaft will receive an indirect subscription 
right and are entitled to acquire 4 shares in return for 25 shares held. The two 
major shareholders of K+S Aktiengesellschaft, MCC/Eurochem and BASF, informed 
the company that they will fully participate in the capital increase in 
proportion to their shareholdings. Subject to the approval of the prospectus by 
the Federal Agency for Financial Services Supervision (Bundesanstalt für 
Finanzdienstleistungsaufsicht; BaFin) and the publication of the approved 
prospectus, the subscription period will commence on 27 November and end on 10 
December 2009. Unsubscribed shares will be placed in a private placement or sold 
in the market following the end of the subscription period. 

It is expected that the gross issue proceeds from the capital increase will 
amount to EUR 686.4 million. The primary purpose of the capital increase and 
offering is to improve the company´s equity base also in line with its desired 
capital structure. The company anticipates that the proceeds from the capital 
increase will provide the company with the ability to repay bank loans that it 
used to finance the acquisition of Morton Salt and provide it with financial and 
strategic flexibility for additional growth in the future. 

Subject to the approval and publication of the prospectus, it is anticipated 
that the subscription rights for the new shares (ISIN DE000A1A6Z69 / WKN A1A 
6Z6) will be traded on the regulated market of the Frankfurt Stock Exchange from 
27 November through 8 December 2009 (including). All shares already issued by 
the company are expected to be listed "ex subscription right" on the regulated 
market of the Frankfurt Stock Exchange from 27 November 2009. The new shares are 
expected to be included in the current listing on the regulated market of the 
stock exchanges in Berlin, Dusseldorf, Frankfurt, Hamburg, Hanover, Munich and 
Stuttgart as well as in the sub-segment of the regulated market with additional 
post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as 
of 11 December 2009. 

The new shares will be underwritten by Deutsche Bank AG and Morgan Stanley Bank 
AG as Joint Global Coordinators and Joint Bookrunners and further banks to offer 
them to the shareholders of K+S Aktiengesellschaft for subscription. 

K+S Aktiengesellschaft 
Kassel, 25 November 2009 
The Board of Executive Directors 

This announcement does not contain or constitute an offer of, or the 
solicitation of an offer to buy or subscribe for, securities to any person in 
Australia, Canada, Japan, or the United States or in any jurisdiction to whom or 
in which such offer or solicitation is unlawful. The securities referred to 
herein may not be offered or sold in the United States absent registration under 
the U.S. Securities Act of 1933, as amended (the "Securities Act") or another 
exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act. Subject to certain exceptions, the 
securities referred to herein may not be offered or sold in Australia, Canada or 
Japan or to, or for the account or benefit of, any national, resident or citizen 
of Australia, Canada or Japan. The offer and sale of the securities referred to 
herein has not been and will not be registered under the Securities Act or under 
the applicable securities laws of Australia, Canada or Japan. There will be no 
public offer of the securities in the United States of America. 

This announcement is not a prospectus. Investors should not purchase or 
subscribe for any shares referred to in this announcement except on the basis of 
information in the prospectus to be issued by the company in connection with the 
offering of such shares. Copies of the prospectus will, following approval of 
the German Financial Supervisory Authority (BaFin) and publication, be available 
free of charge from K+S AG (Bertha-von-Suttner-Strasse 7, 34131 Kassel, 
Germany). 

This announcement is directed at and/or for distribution in the United Kingdom 
only to (i) persons 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 2005 (the "Order") or (ii) high net worth 
entities falling within article 49(2)(a) to (d) of the Order (all such persons 
are referred to herein as "relevant persons"). This announcement is directed 
only at relevant persons. Any person who is not a relevant person should not act 
or rely on this announcement or any of its contents. Any investment or 
investment activity to which this announcement relates is available only to 
relevant persons and will be engaged in only with relevant persons. 

This information contains forward-looking statements that are based upon current 
views and assumptions of the K+S Aktiengesellschaft management, which were made 
to its best knowledge. Forward-looking statements are subject to known and 
unknown risks, uncertainties and other factors which could cause the earnings 
position, profitability, performance or the results of K+S Aktiengesellschaft to 
differ materially from the earnings position, profitability, performance or the 
results expressly or implicitly assumed or described in these forward-looking 
statements. In consideration of these risks, uncertainties and other factors, 
persons receiving these documents are advised not to unreasonably rely on these 
forward-looking statements. K+S Aktiengesellschaft does not assume any 
obligation to update such forward-looking statements and to adjust them to any 
future results and developments. 

End of ad hoc disclosure 



end of announcement                               euro adhoc