MEDION AG, Essen
ISIN DE0006605009
Wertpapier-Kenn-Nummer 660500

We hereby invite the shareholders of our Company to the Annual Shareholders' Meeting

on Friday, August 31, 2012, at 10.00 A.m.

at Congress Center Essen (Congress Center West, Europa Hall)
Norbertstraße, 45131 Essen.

Please kindly regard the road blocking of the A40 within the area of Essen on the day of the Annual Shareholders' Meeting.

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements for fiscal 2011 (January 1, 2011 to December 31, 2011), the management report (combined management report of the MEDION Group and MEDION AG pursuant to section 315 (3) of the German Commercial Code [HGB]), the report of the Supervisory Board for fiscal 2011, the explanatory reports of the Management Board on the disclosures pursuant to section 289 (4), section 289a, and section 315 (4) HGB, and the Management Board's proposal for the appropriation of profit

In addition to the explanatory reports on the disclosures pursuant to section 289 (4), section 289a, and section 315 (4) HGB, the Management Board makes the following documents available to the Annual Shareholders' Meeting in accordance with section 176 (1) sentence 1 of the German Stock Corporation Act (AktG):

• the adopted annual financial statements of MEDION AG for the year ended December 31, 2011;
• the approved consolidated financial statements for the year ended December 31, 2011;
• the combined management report of the MEDION Group and MEDION AG;
• the report of the Supervisory Board;
• the Management Board's proposal for the appropriation of profits.

These documents are accessible to shareholders on the internet at

www.medion.com/agm

and will also be available for inspection during the Annual Shareholders' Meeting.

On March 14, 2012, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board and thus adopted the annual financial statements in accordance with section 172 sentence 1 AktG. Therefore, the Annual Shareholders' Meeting is not required to adopt the annual financial statements or approve the consolidated financial statements in accordance with section 173 AktG. The annual financial statements, combined management report of the MEDION Group and MEDION AG, consolidated financial statements, the report of the Supervisory Board, and the explanatory reports of the Management Board on the disclosures pursuant to section 289 (4), section 289a, and section 315 (4) HGB must be made available to the Annual Shareholders' Meeting but, according to the German Stock Corporation Act, a resolution is not required.

2. Appropriation of profits

The Management Board and Supervisory Board propose that the profits of MEDION AG for fiscal 2011 amounting to €25,724,370.30 be appropriated as follows:

Payment of a dividend of €0.21 per no-par-value share

(on 44,681,430 no-par-value shares)     €9,383,100.30
Profit carried forward                            €16,341,270.00

Distributable profit               €25,724,370.30

At the time the meeting was called, MEDION AG held 3,736,970 treasury shares, which are not entitled to dividends. This has been taken into consideration in the proposed appropriation of profit. In the event that the number of treasury shares held by MEDION AG should change by the date of the Annual Shareholders' Meeting, an adjusted proposal for the appropriation of profit will be presented to the shareholders at the meeting. However, the amount of dividend payable per dividend-bearing no-par-value share shall remain unchanged. The calculation of any difference will be reflected in the line item 'Transfer to retained earnings'.

3. Approval of the actions of the Management Board for fiscal 2011

The Management Board and the Supervisory Board propose that the actions of the members of the Management Board be approved.

4. Approval of the actions of the Supervisory Board for fiscal 2011

The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board be approved.

5. Presentation of the adopted annual financial statements and the approved consolidated financial statements for the short fiscal year 2012 (January 1 to March 31, 2012), the management report (combined management report of the MEDION Group and MEDION AG pursuant to section 315 (3) HGB), the report of the Supervisory Board for the short fiscal year 2012, the explanatory reports of the Management Board on the disclosures pursuant to section 289 (4), section 289a, and section 315 (4) HGB, and the Management Board's proposal for the appropriation of profit

In addition to the explanatory reports on the disclosures pursuant to section 289 (4), section 289a, and section 315 (4) HGB, the Management Board makes the following documents available to the Annual Shareholders' Meeting in accordance with section 176 (1) sentence 1 AktG:

• the adopted annual financial statements of MEDION AG for the year ended March 31, 2012; 
• the approved consolidated financial statements for the year ended March 31, 2012;
• the combined management report of the MEDION Group and MEDION AG;
• the report of the Supervisory Board;
• the Management Board's proposal for the appropriation of profits. 

These documents are accessible to shareholders on the internet at

www.medion.com/agm

and will also be available for inspection during the Annual Shareholders' Meeting.

On June 12, 2012, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board and thus adopted the annual financial statements in accordance with section 172 sentence 1 AktG. Therefore, the Annual Shareholders' Meeting is not required to adopt the annual financial statements or approve the consolidated financial statements in accordance with section 173 AktG. The annual financial statements, combined management report of the MEDION Group and MEDION AG, consolidated financial statements, the report of the Supervisory Board, and the explanatory reports of the Management Board on the disclosures pursuant to section 289 (4), section 289a, and section 315 (4) HGB must be made available to the Annual Shareholders' Meeting but, according to the German Stock Corporation Act, a resolution is not required.

6. Appropriation of profits

The Management Board and Supervisory Board propose that the profits of MEDION AG for the short fiscal year 2012 amounting to €30,117,493.45 be appropriated as follows after distribution of the dividend for 2011 of €9,383,100.30:

Payment of a dividend of €0.18 per no-par-value share

(on 44,681,430 no-par-value shares)            €8,042,657.40
Amount transferred to retained earnings     €12,691,735.75

At the time the meeting was called, MEDION AG held 3,736,970 treasury shares, which are not entitled to dividends. This has been taken into consideration in the proposed appropriation of profits. In the event that the number of treasury shares held by MEDION AG should change by the date of the Annual Shareholders' Meeting, an adjusted proposal for the appropriation of profit will be presented to the shareholders at the meeting. However, the amount of dividend payable per dividend-bearing no-par-value share shall remain unchanged. The calculation of any difference will be reflected in the line item 'Transfer to retained earnings'.

7. Approval of the actions of the Management Board for the short fiscal year 2012

The Management Board and the Supervisory Board propose that the actions of the members of the Management Board be approved.

8. Approval of the actions of the Supervisory Board for the short fiscal year 2012

The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board be approved.

9. Resolution on an amendment to the Articles of Incorporation

The provisions of § 14 (1) of the Articles of Incorporation regarding the chairing of the Annual Shareholders' Meeting are to be amended to enable the unequivocal election of a person to chair the meeting in the event that the Supervisory Board is unavailable on the day of the Annual Shareholders' Meeting.

The Management Board and Supervisory Board propose that the following resolution be adopted:

§ 14 (1) of the Articles of Incorporation is amended as follows:
“The Annual Shareholders' Meeting is chaired by the chairman of the Supervisory Board. If the chairman is unavailable, the Supervisory Board elects a person to chair the meeting. If the person who was elected by the Supervisory Board to chair the meeting because the chairman was unavailable is also unavailable or if the Supervisory Board does not elect anyone else to chair the meeting, the notary appointed to record the proceedings opens the Annual Shareholders' Meeting and has the Annual Shareholders' Meeting elect someone to chair the meeting.“

10. Election of auditors for fiscal 2012/13 (April 1, 2012 to March 31, 2013)

The Supervisory Board proposes that the Essen branch of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditors of the annual financial statements and the consolidated financial statements of MEDION AG for fiscal 2012/13.

In accordance with § 13 of the Articles of Incorporation, shareholders are entitled to attend the Annual Shareholders' Meeting and exercise their voting right if they have registered in text form (Textform as defined in section 126b German Civil Code, BGB) in German or English by no later than the end of the seventh day before the day of the Annual Shareholders' Meeting (August 24, 2012, midnight CEST). In addition, shareholders must provide proof of their entitlement to attend the Annual Shareholders Meeting and exercise their voting right. The foregoing must be accomplished by the end of the seventh day before the day of the Annual Shareholders' Meeting (August 24, 2012, midnight CEST) by submission to the registration office in text form (Textform as defined in section 126b BGB) in German or English of proof provided by the depositary bank about the shareholding as at the start of the 21st day before the Annual Shareholders' Meeting (August 10, 2012, 0:00 CEST) ('shareholding reference date'):

MEDION AG
c/o Deutsche Bank AG
Securities Production
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main
Germany
Fax: +49 (0)69 12012 86045
Email: WP.HV@Xchanging.com

In the relationship with the Company, the only criterion for participation in the Annual Shareholders' Meeting and the exercise of voting rights by a shareholder is whether or not the shareholder has provided the proof of shareholding. A shareholder's entitlement to participate in the Annual Shareholders' Meeting and the extent of the shareholder's voting rights are determined by the number of shares held by the shareholder on the shareholding reference date. The shareholding reference date does not constitute any restriction on the use of the shares; in particular, the shares can be bought or sold regardless of the shareholding reference date. Even if all or some of the shares are sold after the shareholding reference date, the sole determining factor for participation in the meeting and the extent of voting rights remains the number of shares held by the shareholder on the shareholding reference date; in other words, the disposal of shares after the shareholding reference date does not affect the entitlement of the shareholder to attend the meeting, nor does it impact the shareholder's voting rights. Corresponding terms apply for the purchase of shares after the shareholding reference date. A person who does not hold any shares on the shareholding reference date and only becomes a shareholder after this date does not have any entitlement to attend or vote at the Annual Shareholders' Meeting on August 31, 2012 unless he/she has been duly authorized to act as a proxy or has been given authority to exercise a right.

Shareholders who do not wish to attend the Annual Shareholders' Meeting in person may appoint a proxy, such as the depositary bank, a shareholders' association, or another person of their choice, to vote on their behalf. If a shareholder appoints more than one person as a proxy, the Company may reject one or more of these persons. Even if a proxy is appointed, registration and proof of shareholding must be submitted by the specified date in accordance with the abovementioned provisions.

If the proxy is not a bank, shareholders' association, or equivalent entity as specified in section 135 (8) and section 135 (10) AktG, the appointment, withdrawal, and documentary proof of proxy to be submitted to the Company must be in text form as defined in section 126b BGB. Shareholders wishing to be represented by a proxy attending and voting on their behalf should use the power of attorney form on the reverse of the ticket, which is sent to shareholders after they have properly completed the registration procedure described above by the specified date. A power of attorney form can also be downloaded at www.medion.com/agm. It is not mandatory to use the power of attorney form. Shareholders can also issue a separate power of attorney in text form (as defined in section 126b BGB). As another option for the submission of proof of the appointment of a proxy, shareholders can submit the proof by email to HV2012@medion.com.

If the appointed proxy is a bank, an institution equivalent to a bank as specified in section 135 (10) and section 125 (5) AktG, shareholders' association, or entity or person to whom the provisions of section 135 (1) to (7) AktG apply mutatis mutandis in accordance with section 135 (8) AktG, such arrangements are normally subject to special requirements, details of which must be obtained from the proposed proxy concerned. Under the law, the authorization must be issued to a specific appointed proxy and verifiably retained by the proxy concerned. The proxy declaration must also be complete and must only include statements related to the exercise of voting rights.

As a special service, we offer our shareholders the option of appointing a proxy provided by the Company in advance of the Annual Shareholders' Meeting, such proxy to be bound by instructions from the shareholder concerned. Shareholders wishing to appoint the proxy provided by the Company should use the form for power of attorney and voting instructions on the ticket for the Annual Shareholders' Meeting, which they can request from the depositary bank. To ensure they receive their admission ticket in time, they should request it from the depositary bank at the earliest possible convenience. Shareholders can use the admission ticket to appoint and instruct the proxy. This form should be completed in full and sent in text form (as defined in section 126b BGB) to the following address as early as possible, but to arrive at the Company no later than midnight CEST on August 30, 2012: MEDION AG, Investor Relations, Am Zehnthof 77, 45307 Essen, Germany, fax: +49 (0)201 8383 6510, email: HV2012@medion.com. The proxy provided by the Company can still be appointed or withdrawn, proof of proxy can still be submitted, and instructions can still be issued to the appointed proxy provided by the Company even after this date by email and during the Annual Shareholders' Meeting itself. The special Company email address HV2012@medion.com should be used for the appointment of proxy, the issue of instructions, the cancellation of proxy, and the submission of proof of the appointment of the proxy provided by the Company.

Related information is available to shareholders on the internet at www.medion.com/agm. If shareholders appoint the proxy provided by the Company, they must instruct the proxy on how to exercise their voting right. The proxy is required to vote in accordance with the instructions. If no specific, clear instruction is given, the proxy will abstain in the voting on the item concerned.

A shareholder forum has been set up in the Federal Gazette at www.bundesanzeiger.de. Please note that postings on the shareholder forum must be worded neutrally. We reserve the right to publish our opinions on the shareholder forum.

Notice is given that, at the time the Annual Shareholders' Meeting was called, the share capital of MEDION AG amounted to €48,418,400.00 and was divided into the same number of no-par-value shares each with a share of the subscribed capital of €1.00. At the time the Annual Shareholders' Meeting was called, the Company held 3,736,970 treasury shares. Therefore, the total number of shares carrying participation and voting rights was 44,681,430 at the time the meeting was called. To determine the voting rights on the day of the Annual Shareholders' Meeting, the number of treasury shares will be deducted from the total number of shares (48,418,400). As far as the Company is aware, there were no other shares without voting rights at the time the meeting was called.

Supplementary requests (section 122 (2) AktG)

Shareholders whose shares together make up a twentieth of the share capital or a pro-rata amount of €500,000.00 can specify that items are added to the agenda and published. Justification or a draft resolution must be provided for each new item.

The Company must receive supplementary requests in writing at least 30 days before the Annual Shareholders' Meeting; this period does not include the day of receipt of the request and the day of the meeting. The Company must therefore receive any supplementary requests by midnight CEST on Tuesday, July 31, 2012. Supplementary requests received after this time will not be taken into consideration. Supplementary requests are taken into consideration only if the applicants prove that they have been the holders of the shares making up the required minimum shareholding in the three months before the day of the Annual Shareholders' Meeting.

Any supplementary requests should be submitted to the following address: MEDION AG, Investor Relations, Am Zehnthof 77, 45307 Essen, Germany.

Motions from shareholders (section 126 (1) AktG)

At the Annual Shareholders' Meeting, every shareholder is entitled to file a counter-motion, along with justification for it, to the proposals of the Management Board and/or Supervisory Board for a particular agenda item. Counter-motions received by the Company at the address below at least 14 days before the meeting (this period does not include the day of receipt of the counter-motion and the day of the meeting), i.e. by midnight CEST on Thursday, August 16, 2012 at the latest, will be made available without delay, along with the name of the shareholder, justification for the counter-motion, and any responses from the Management, on the internet at www.medion.com/agm (see section 126 (1) sentence 3 AktG).

Any counter-motions (including the justification) must be submitted to the following address: MEDION AG, Investor Relations, Am Zehnthof 77, 45307 Essen, Germany, fax: +49 (0)201 8383 6510, email: HV2012@medion.com. Counter-motions sent to a different address will not be taken into consideration.

Section 126 (2) AktG specifies the cases in which a counter-motion and its justification do not have to be made available on the internet. These are published on the Company's website at www.medion.com/agm.

This is without prejudice to the right of all shareholders to file counter-motions to the various agenda items during the Annual Shareholders' Meeting without submitting them to the Company by the deadline before the meeting.

Nominations from shareholders (section 127 AktG)

Any shareholder has the right to submit nominations for the election of the auditors (agenda item 10) during the Annual Shareholders' Meeting.

Nominations from shareholders received by the Company at the address below at least 14 days before the meeting (this period does not include the day of receipt of the nomination and the day of the meeting), i.e. by midnight CEST on Thursday, August 16, 2012 at the latest, will be made available without delay on the internet at www.medion.com/agm. Nominations from shareholders will be published only if they include the name, profession, and place of residence of the nominee or, in the case of nominations for the election of members of the Supervisory Board, details of the nominee's membership of other statutory supervisory boards (see section 127 sentence 3 in conjunction with section 124 (3) sentence 3 and section 125 (1) sentence 5 AktG). In contrast to counter-motions pursuant to section 126 (1) AktG, justification does not need to be provided for nominations. According to section 127 sentence 1 in conjunction with section 126 (2) AktG, there are other cases in which nominations do not have to be made available on the internet. These are published on the Company's website at www.medion.com/agm.

Any nominations must be submitted to the following address: MEDION AG, Investor Relations, Am Zehnthof 77, 45307 Essen, Germany, fax: +49 (0)201 8383 6510, email: HV2012@medion.com. Nominations sent to a different address will not be taken into consideration.

This is without prejudice to the right of all shareholders to make nominations for the election of the auditors (agenda item 10) during the Annual Shareholders' Meeting without submitting them to the Company by the deadline before the meeting.

Shareholders' right of information (section 131 (1) AktG)

In accordance with section 131 (1) AktG, the Management Board is, on request, required at the Annual Shareholders' Meeting to give all shareholders information about Company matters, provided that this information is necessary to be able to assess the agenda item properly. The Management Board's duty to give information also extends to legal and business relationships between the Company and an affiliated company plus the situation of the Group and of the companies covered by the consolidated financial statements (see section 131 (1) sentence 2 and sentence 4 AktG).

In certain circumstances, as specified in more detail in section 131 (3) AktG, the Management Board is permitted to refuse to give information. A detailed description of the circumstances in which the Management Board is permitted to refuse to give information is published on the Company's website at www.medion.com/agm.

Reference to the Company's website

This invitation to the Annual Shareholders' Meeting, the documents to be made available to the Annual Shareholders' Meeting, the voting results after the Annual Shareholders’ meeting and other information related to the meeting are available on the Company's website at www.medion.com/agm.

Audio transmission of the introductory speeches by the chairpersons of the Supervisory Board and Management Board will be publicly available on the internet at www.medion.com/agm.

Essen, July 2012

MEDION AG

The Management Board

The agenda of the Annual Shareholders' Meeting has been drawn up in German. The English text is a non-binding convenience translation.