Recordati: the special shareholders meeting approves the conversion of all saving shares

Milan, October 26, 2000

This concludes the shareholder approval process for conversion of all savings shares into ordinary shares and other operations concerning the capital structure.

The project is aimed at:

• simplifying the capital structure
• improving the liquidity of the stock
• raising additional funds

Under the terms of the project, savings shareholders may convert savings shares into newly issued ordinary shares:

• in the ratio of 1:1 by paying € 4 per savings share; or
• in the ratio of 25 savings shares to 16 ordinary shares with no payment

All savings shares outstanding at the end of the option period will be automatically converted into ordinary shares in the ratio of 16 ordinary shares for 25 savings shares without payment. Both converted and existing shares will be entitled to receive dividends relating to fiscal year 2000.

As a consequence of the payment of the € 4 conversion price, the company will raise up to € 45 million in additional funds, and net equity will increase accordingly.

At the effective date of the conversion the capital stock shall be re-denominated in Euros, with a par value of € 1.00 per share through the use of available reserves. Subsequently a 2:1 stock split shall take place.

"I am pleased that also savings shareholders approved all the resolutions concerning the conversion - said Giovanni Recordati, Chairman and C.E.O. -. With their continuing support Recordati will have a streamlined capital structure, in-keeping with investor requirements, while the new financial resources will allow us to proceed with our international expansion strategy."

Recordati is an international group engaged in the research, manufacture and marketing of pharmaceuticals and pharmaceutical chemicals. Recordati's common and savings shares are listed on the Milano Stock Exchange since 1984 (ordinary shares Reuters RECI.MI, Bloomberg REC.IM; savings shares RECIr.MI, RECNC.IM).