Counter motions

We have received the following counter motion with reference to Agenda Item 2 on the Agenda for the Annual General Meeting on May 5, 2008:

The shareholder, Mr. Erik Schreiber, proposes the following motion:

"Agenda Item 2: Appropriation of Profit

The Other Retained Earnings as of December 31, 2007 in the amount of € 1,461.1 million correspond to roughly ten times the subscribed capital. It is thus not necessary to add part of the distributable profit to the Retained Earnings.

Instead, the shareholders must be granted an appropriate share of the distributable profits of the Company.

The distributable profits should therefore be appropriated as follows:

Distributable profits	€ 93,459,244.14
Shares entitled to dividend	135,986,792 shares
Distribution of dividend	€ 91,111,150.64
Allocation to retained earnings	€ 2,348,093.50
This corresponds to a dividend of	€ 0.67 per share"

Comments by Management

In the 2007 financial year the Company Annual Financial Statements of the ALTANA AG, in accordance with the requirements of HGB (German Commercial Code), showed a net loss of € 39.8 million, which was due to a value adjustment of € 133.3 million relating to ALTANA's treasury shares. The value adjustment was necessary because the sharp fall in the price of the ALTANA share, related to the payment of the special dividend in May 2007, resulted in the 4.4 million treasury shares showing a significantly lower market value at the end of the year. As the Company's treasury shares were not entitled to dividend, the value adjustment was not matched by corresponding income from distribution of dividend. Under Art. 272 para 4, 2nd sentence HGB the reserves for own shareholdings must be released in the same amount and allocated to distributable profit. It is therefore not possible for the Management Board to make use of the facility, defined in Art. 58 para 2 AktG (German Companies Act), of adding up to half of the net profit for the year to other retained earnings. According to Agenda Item 2 for the Annual General Meeting, the amount of € 24.1 million should be appropriated from the distributable profit of € 93.5 million, in order to strengthen the reserves, and placed in the retained earnings. The great bulk of the distributable profit (€ 69.4 million) should be distributed to the shareholders.

The Group's net debt level, which takes into account the proposed dividend payment and the still outstanding payments in connection with the sale of ALTANA Pharma, will thus make it possible to finance further growth.

We therefore repeat our recommendation that votes on Agenda Item 2 should be cast in favor of the proposal entered by the Management and Supervisory Boards.

ALTANA AG

The Management Board