Hoechst AG Supervisory Board sets agenda for 1999 Annual General Meeting - Rhône-Poulenc and Hoechst to speed up full merger

The Supervisory Board has approved the agenda of the Annual General Meeting on May 4, 1999, which will include in particular the presentation and adoption of the annual financial statements and the authorization to buy back shares in the company. The Aventis project - the life sciences merger between Hoechst and Rhône-Poulenc - and the demerger of Celanese will not be included on the agenda of the Annual General Meeting, in accordance with a proposal by the Hoechst Board of Management.

Following constructive discussions between Hoechst and Kuwait Petroleum Corporation (KPC), Hoechst and Rhône-Poulenc confirm that talks are continuing regarding their merger plans with the objective of creating Aventis, a leader in life sciences.

Hoechst and Rhône-Poulenc are both confident of securing the full support of all shareholders and are currently analyzing alternatives in order to accelerate the full merger based on the concept of merger of equals.

In connection with the acceleration of the merger, some relevant issues have to be dealt with in the course of the next few weeks. Consequently, instead of decisions on the project to be taken at today's Supervisory Board meeting, the decisions on the merger will now only be taken at an
extraordinary Hoechst Supervisory Board meeting towards the end of April/beginning of May. It is further envisaged that an extraordinary Hoechst general meeting will have to be held on those subjects around June/July to seek the necessary approvals. Consequently, the formation of
Aventis and the demerger of Celanese will not be considered at the Hoechst AGM on May 4, 1999.

The management of Rhône-Poulenc and Hoechst believe that the merger transaction could be closed in 1999 instead of the original merger plan, which would not have been completed until 2001 at the earliest.

Supervisory Board confirms dividend proposal

The Supervisory Board and Board of Management of Hoechst AG have resolved that at the Annual General Meeting on May 4, 1999, they will propose to shareholders the payment of an unchanged dividend of DM 1.50 per share for 1998. The tax credit amounts to DM 0.64, bringing the payment to eligible shareholders to DM 2.14. The total dividend payout to Hoechst AG shareholders is DM 882 million.

In 1998, net sales of the Hoechst Group fell 16 percent to DM 43.7 billion (1997: DM 52.1 billion). Changes in the structure of the Group, especially the deconsolidation of the specialty chemicals and the polypropylene businesses as of July 1, 1997, and the formation of the diagnostics company Dade Behring on October 1, 1997, were responsible for an 11 percent fall in sales. Other factors influencing sales were lower prices (minus 4 percent) and unfavorable exchange rate movements (minus 1 percent).

Pretax profit in 1998 totaled DM 3.1 billion (1997: DM 3.2 billion). This includes a net gain of DM 1.3 billion from divestments (1997: DM 0.4 billion). Net income increased to DM 1.9 billion (1997: DM 1.3 billion), mainly as a result of lower income taxes on gains from divestments and lower
minority interests. Earnings per share in accordance with DVFA/SG were DM 2.70 in 1998 (1997: DM 3.10).

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