[Courtesy translation from German]

Invitation to the 2006 Annual General Meeting

headquarters in Hagen/Westfalen Security Identification Number (WKN): 609 900 ISIN: DE 000 609 900 5

Dear DOUGLAS Shareholders!

You are hereby cordially invited to attend the Annual General Meeting on

March 15, 2006 at 10.30 a.m. (CET)

at Stadthalle Hagen, 58093 Hagen, Wasserloses Tal 2. Agenda 1. Presentation of the approved annual financial statements, the adopted consolidated financial statements and the combined management report of DOUGLAS HOLDING AG and the Group for the financial year from October 1, 2004 to September 30, 2005, as well as of the report of the Supervisory Board The aforementioned documents may be viewed at the headquarters of the company at Kabeler Str. 4, 58099 Hagen, and on the internet at www.douglas-holding.com. Each shareholder is entitled to receive a copy of the aforementioned documents immediately upon request and at no additional expense. 2. Resolution on the appropriation of the net income for the financial year from October 1, 2004 to September 30, 2005 The Executive Board and the Supervisory Board propose that the unappropriated net income amounting to Euro 39,500,000.00 be appropriated as follows: a) One portion amounting to Euro 39,160,017.00 to be distributed as a dividend of Euro 1.00 per share with dividend rights and b) the remaining portion of Euro 339,983.00 and the arithmetic share of the dividend payment outlined in subsection a) relating to treasury stock held by the company to be carried forward. 3. Resolution on the ratification of the acts of the Executive Board for the financial year from October 1, 2004 to September 30, 2005 The Executive Board and the Supervisory Board propose the ratification of the acts of the members of the Executive Board for the financial year from October 1, 2004 to September 30, 2005.

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4. Resolution on the ratification of the acts of the Supervisory Board for the financial year from October 1, 2004 to September 30, 2005 The Executive Board and the Supervisory Board propose the ratification of the acts of the Supervisory Board for the financial year from October 1, 2004 to September 30, 2005. 5. Resolution on the authorization to acquire treasury stock The Executive Board and the Supervisory Board propose adopting the following resolution: The Executive Board is authorized to acquire individual bearer shares in the company (treasury stock) up to an amount of 10% of the current equity capital of Euro 117,480,051.00. Upon coming into effect, this authorization replaces the authorization granted by the Annual General Meeting on March 16, 2005 and is valid until September 14, 2007. Such acquisition may only be executed via the stock exchange or by means of a public purchase offer addressed to all shareholders. In the event of such shares being acquired via the stock exchange, the purchase price per share must be within ± 10% of the average closing price of the share in the Xetra trading system (or in any successor system replacing the Xetra system) at the Frankfurt Stock Exchange on the three trading days preceding such transaction. In the event of a public purchase offer being made, the purchase price thereby offered and paid must be within ± 10% of the average closing price of the share in the Xetra trading system (or in any successor system replacing the Xetra system) at the Frankfurt Stock Exchange on the fifth to the third trading day (in both cases inclusive) preceding the publication of such purchase offer. The Executive Board is authorized to collect the shares acquired on the basis of this authorization without any further resolution being required from the Annual General Meeting. The authorization also permits the acquisition and collection of treasury stock to be executed in partial amounts. Furthermore, the Executive Board is also authorized, subject to the approval of the Supervisory Board, to dispose of the treasury stock thereby acquired to the exclusion of shareholders’ subscription rights in ways other than via the stock exchange or by means of an offer to all shareholders, in the event of the acquired treasury stock being disposed of in return for cash consideration at a price which does not fall significantly short of the stock market price of equivalent shares in the company at the time of such disposal. Moreover, the Executive Board is authorized, subject to the approval of the Supervisory Board, to offer and to assign the acquired treasury stock in return for non-cash consideration and to the exclusion of shareholders’ subscription rights for the purpose of acquiring companies, parts of companies or shareholdings in companies. All of the authorizations outlined above can be exercised in total on one occasion or in part on several occasions, as well as on an individual or joint basis.

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6. Election of members of the Supervisory Board The period in office of half of the Supervisory Board members to be elected by the Annual General Meeting expires upon the conclusion of the Annual General Meeting on March 15, 2006. The Supervisory Board proposes to the Annual General Meeting that the following individuals be elected to the Supervisory Board as shareholder representatives: Detlef Bierbaum, Cologne Banker Personally liable shareholder of Sal. Oppenheim jr. & Cie. KGaA, Cologne Current membership in statutory supervisory boards: Atradius NV, Amsterdam/Netherlands AXA Investment Managers Deutschland GmbH, Cologne Kölnische Rückversicherungs-Gesellschaft AG, Cologne IVG Immobilien AG, Bonn (Chairman) LVM Landwirtschaftlicher Versicherungsverein, Münster Monega KAG mbH, Cologne (Chairman) Oppenheim Kapitalanlagegesellschaft mbH, Cologne (Chairman) Oppenheim Immobilien KAG, Wiesbaden (Chairman) Sal. Oppenheim International, Luxembourg/Luxembourg SMS GmbH, Düsseldorf Tertia Handelsbeteiligung mbH, Cologne Oppenheim Investment Managers Ltd., Dublin/Ireland (Chairman) Oppenheim Prumerica Asset Management S.a.r.l., Luxembourg/Luxembourg (Chairman) Bank Sal. Oppenheim jr. & Cie. (Luxembourg) S.A., Luxembourg/Luxembourg DWS Investment GmbH, Frankfurt Dr. h.c. August Oetker, Bielefeld Personally liable shareholder of Dr. August Oetker KG, Bielefeld Chairman of the Management of Dr. Oetker GmbH, Current membership in statutory supervisory boards: Gerling-Konzern Versicherungs-Beteiligungs-AG, Cologne Agrano AG, Allschwil/Switzerland (Chairman) Damm S. A., Barcelona/Spain B. Braun AG, Melsungen Current membership in comparable supervisory bodies: ETO Nahrungsmittel KG, Ettlingen (Chairman) Martin Braun KG, Hanover (Chairman) Hamburg Südamerikanische Dampfschifffahrts-Gesellschaft KG, Hamburg (Chairman) Henkell & Söhnlein Sektkellerei KG, Wiesbaden Universität Witten/Herdecke GmbH, Witten (Chairman) Heinz Schmidt, Hagen Businessman Current membership in statutory supervisory boards: Hagener Versorgungs- und Verkehrs-GmbH, Hagen GS1 Germany GmbH, Cologne Current membership in comparable supervisory bodies: Europart Holding GmbH, Hagen Dr. Ernst F. Schröder, Bielefeld Personally liable shareholder of Dr. August Oetker KG, Bielefeld Current membership in statutory supervisory boards: Brau und Brunnen AG, Dortmund Condor Allgemeine Versicherungs-AG, Hamburg (Deputy Chairman) Condor Lebensversicherungs-AG, Hamburg (Deputy Chairman)

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Gerry Weber International AG, Halle (Chairman) Optima Pensionskasse AG, Hamburg (Deputy Chairman) Optima Versicherungs-AG, Hamburg (Deputy Chairman) Radeberger Gruppe GmbH, Frankfurt (Chairman) RB Brauholding GmbH, Frankfurt (Chairman) S. A. Chateau du Domaine St. Martin, Vence/France (Chairman) S. A. Hôtel du Cap Eden Roc, Antibes/France (Chairman) S. A. Hôtel Le Bristol, Paris/France (Chairman) Current membership in comparable supervisory bodies: Bankhaus Lampe KG, Düsseldorf (Chairman). The Annual General Meeting is not limited to the candidates hereby proposed. Pursuant to § 96 of the German Stock Corporation Act (AktG) and § 7 of the Codetermination Act (MitbestG), the Supervisory Board consists of eight shareholder representatives and eight employee representatives. 7. Appointment of the auditor for the financial year from October 1, 2005 to September 30, 2006 The Supervisory Board proposes the appointment of Susat & Partner OHG Wirtschaftsprüfungsgesellschaft, Domstrasse 15, 20095 Hamburg, as auditors for the financial year from October 1, 2005 to September 30, 2006. Report of the Executive Board to the Annual General Meeting in respect of Item 5 on the Agenda Stock corporations have the possibility of acquiring treasury stock up to an amount of 10% of the equity capital on the basis of a resolution passed by the Annual General Meeting, as well as the possibility of disposing of such stock. The acquisition of treasury stock for the purpose of trading in treasury stock or of maintaining the share price on an ongoing basis is not permitted. When acquiring and disposing of treasury stock, companies are required to comply with the principle of equal treatment of shareholders pursuant to § 53a of the German Stock Corporation Act (AktG). The proposed resolution will allow the company to acquire treasury stock up to an amount of 10% of the current equity capital of Euro 117,480,051.00. In this respect, the purchase price in the case of such stock being acquired via the stock exchange must be within ± 10% of the average closing price of the share in the Xetra trading system (or in any successor system replacing the Xetra system) at the Frankfurt Stock Exchange in the three trading days preceding such purchase. In the event of the shares being acquired by means of a public purchase offer, the purchase price must be within ± 10% of the average closing price of the share in the Xetra trading system (or in any successor system replacing the Xetra system) at the Frankfurt Stock Exchange on the fifth to third trading day (in both cases inclusive) preceding the publication of the purchase offer. The proposed resolution allows the company to collect or to dispose of the shares thereby acquired without any further resolution being required from the Annual General Meeting. In the event of such shares being collected, the equity capital of the company is to be reduced accordingly. Furthermore, the proposed resolution also authorizes the treasury stock thereby acquired to be disposed of in return for cash consideration in ways other than via the stock exchange and to the exclusion of shareholders’ subscription rights. Such transaction is dependent on the shares being disposed of in return for cash consideration at a price which does not fall significantly short of the stock market price of equivalent shares in the company at the time of such disposal. This authorization takes advantage of the possibility of simplified exclusion of subscription rights permitted by § 71 (1) No. 8 of the German Stock Corporation Act (AktG) with corresponding application of § 186 (3) Sentence 4 of the German Stock Corporation Act (AktG). The need to protect shareholders from any dilution of their holdings is accounted for to the extent that the price at which such shares are disposed of may not fall significantly short of the respective stock market price. The possibility of such disposal is in the interests of the company. It allows shares to be sold, for example, to institutional investors in the context of a book building procedure, thus enabling additional

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German and foreign shareholders to be accessed. Moreover, the authorization to exclude subscription rights provides the company with the possibility of reacting rapidly, flexibly and inexpensively to any opportunities arising in stock market trading. Furthermore, the proposed authorization furnishes the Executive Board, subject to the approval of the Supervisory Board, with the possibility of offering own individual bearer shares to third parties as consideration for an asset contribution in the context of the acquisition of companies or shareholdings. The authorization proposed for approval provides the company with the scope required to take advantage of opportunities for acquiring companies, parts of companies or shareholdings in companies on both national and international markets rapidly and flexibly. This is accounted for by the proposed exclusion of subscription rights. All of the authorizations outlined and elucidated above may be exercised in total on one occasion or in part on several occasions, as well as on an individual or joint basis. Participation in the Annual General Meeting: To be entitled to participate in the Annual General Meeting and to exercise their voting rights, shareholders are required to register with the company and to present a separate record of share ownership by the end of March 8, 2006. The separate record of share ownership has to refer to the beginning of February 22, 2006. It is to be provided in the form of a written confirmation provided by an institution accredited with the custodianship of securities. Such confirmation has to be formulated in German or English. To register, shareholders are required to fill in the admissions ticket order forms forwarded to them via their custodian bank and return them to such bank. The custodian bank will then undertake the registration with and simultaneously forward the separate record of share ownership to the central handling office, WestLB AG, Herzogstr. 15, 40217 Düsseldorf, which will then forward such registration and the separate record of share ownership to the company. Proxy Voting: Shareholders who do not wish to attend the Annual General Meeting in person may have their voting rights exercised by a voting proxy on the basis of a corresponding authorization, or by a bank or shareholders’ association. As in previous years, as a special service the company provides its shareholders with the opportunity of issuing a power of attorney to a voting proxy appointed by the company and required to act on shareholders’ instructions in advance of the Annual General Meeting. Those shareholders wishing to issue corresponding powers of attorney to voting proxies appointed by the company will require an admissions ticket for the Annual General Meeting to do so. This may be obtained from the custodian bank. In order to ensure that admissions tickets are received on time, applications for admissions tickets should be submitted to the custodian bank as early as possible. In cases where they are not addressed to banks or shareholders’ associations, powers of attorney should be issued in writing, sent by fax or via the internet address www.douglas-holding.com. If such powers of attorney are issued to voting proxies appointed by the company, these will in all cases have to be provided with instructions as to how the voting rights are to be exercised. The voting proxies are obliged to vote in line with such instructions. Powers of attorney may only be issued to the voting proxies of the company until the end of March 14, 2006. No account can be taken of any powers of attorney received following this deadline. Shareholders will receive further information from their custodian bank with regard to voting right proxies and the forms required to issue powers of attorney and instructions, along with the admissions ticket for the Annual General Meeting. Information concerning proxy voting is also available to our shareholders on the internet at www.douglas-holding.com.

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Inquiries and shareholder motions: Shareholders are requested to address any inquiries they may have regarding the Annual General Meeting, as well as any motions, to the following address: DOUGLAS HOLDING AG c/o Haubrok Corporate Events GmbH Widenmayerstr. 32 80538 Munich Germany Fax: +49 (0) 89 / 21027 298 Correctly formulated motions received at the above address on time within the deadline set out in § 126 (1) of the German Stock Corporation Act (AktG) will be published immediately upon receipt at the internet address www.douglas-holding.com. Motions sent to other addresses will not be considered. Any statements issued by the management with regard to countermotions will also be published at the aforementioned internet address. Reference is made to the duties of notification set out in § 21 et seq. of the German Securities Trading Act (WpHG) and to the legal consequences provided for in § 28 of the German Securities Trading Act (WpHG), involving the suspension of all rights relating to the shares, in the event of the infringement of any duty of notification. Internet transmission of the Annual General Meeting: Shareholders in the company and interested parties may follow the opening of the Annual General Meeting by the Chairman of the Meeting and the speech of the CEO to the Annual General Meeting live on the internet from 10.30 a.m. (CET) on March 15, 2006. It will also be possible to access the recording after the Annual General Meeting at the internet address www.douglas-holding.com. Hagen, January 2006 DOUGLAS HOLDING AG THE EXECUTIVE BOARD

[This version of the invitation to the Annual General Meeting, prepared for the convenience of Englishspeaking readers, is a translation of the German original. For the purposes of interpretation the German text shall be authoritative and final.]