IFCO Systems N.V. Announces Agreement Regarding Note Exchange.

Business Editors

IFCO Systems N.V. ("IFCO" or the "Company")(Frankfurt:IFE) announces that it has reached an agreement in principle with a committee (the "Ad Hoc Committee") representing the holders of over 70% of the outstanding principal amount of the Company's EUR 200 million 10 5/8% Senior Subordinated Notes due 2010 (the "Notes") to exchange the Notes for ordinary shares in IFCO in a debt for equity swap. The agreement in principle has the support of the Schoeller Group entities that own 45.5% of the Company's outstanding voting stock. Following completion of the debt to equity swap, and assuming all of the Notes are exchanged in the contemplated transaction, IFCO's debt will be reduced by EUR 216 million (the outstanding principal amount plus accrued interest) and equity will be increased by EUR 216 million.

Under the terms of the agreement between IFCO, the Noteholders and IFCO's principal shareholders, the Noteholders will exchange their EUR 200 million Notes for ordinary shares of IFCO initially representing 90% of the issued and outstanding ordinary shares immediately post-exchange. Depending on the future performance of the Company, current shareholders could eventually own up to 35% of the pro forma share capital of the Company on a post-exchange basis, based on the equity valuation of the Company on the later of the third anniversary of the closing of the exchange or Sept. 30, 2005.

The proposed swap will put IFCO in a stronger financial position as the EUR 216 million reduction in debt will also result in increased cash flow of EUR 21 million per annum reflecting reduced interest expense. IFCO's debt reduction resulting from the debt for equity swap will better position IFCO to pursue growth opportunities in the European and U.S. RTC business and further extend its leadership in the North American pallet services business.

Further details of the proposed exchange will be released in due course.

Karl Pohler, the Company's chief executive officer, said: "We are delighted that we have reached an agreement with the Noteholders to exchange the Notes for equity. Following the exchange, we will be in a financially stronger position with improved financial resources to build on our market leading positions in the European and U.S. RTC businesses and the U.S. pallet services industry. We are very excited about IFCO's future prospects and look forward to continuing our very good relations with all of our strategic partners who have been extremely supportive of the Company."

Christoph Schoeller, co-chairman of IFCO, said: "As co-chairman of the Company, I am delighted that we have reached an agreement to exchange the Notes for equity. This agreement was concluded in a spirit of partnership between all stakeholders of the Company and we are looking forward to building a great business together."

Joseph Swanson, Houlihan Lokey Howard & Zukin, advisor to the Ad Hoc Committee of Noteholders, said: "The Noteholders believe that the constructive spirit in which the negotiations have been conducted has led to a satisfactory outcome for all stakeholders. As a result, the Company is now in a position to pursue its strategic objectives and deliver profitable growth for the benefit of all parties."

The statements in this press release regarding management's expectations, estimates and projections constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are subject to risks and uncertainties that could cause IFCO Systems' results to differ materially from those expectations. Such risks and uncertainties include, but are not limited to: (1) the Company's significant indebtedness; (2) the cost and availability of financing for operations, capital expenditures, and contemplated growth; (3) the ability to comply with covenants of credit agreements to which IFCO Systems is a party and to make required payments of interest and principal; (4) the ability to comply with covenants of the indenture governing the Company's senior subordinated notes and to make required payments of interest and principal; (5) IFCO Systems' ability to effectively integrate its operations and achieve its operational and growth objectives; (6) the competitive nature of the container businesses, including returnable plastic containers, or RPCs, and pallets; (7) customer demand and business and economic cycles; (8) seasonality; (9) weather conditions; (10) availability and cost of used pallets; (11) changes in national or international politics and economics; (12) currency exchange rate fluctuations; and (13) changes in capital and financial markets, including the performance of companies listed on the Frankfurt Stock Exchange or the Nasdaq National Market. This announcement should be read in conjunction with the filings made by the Company with the Securities and Exchange Commission and the Frankfurt Stock Exchange. These filings disclose risk factors and other information that could cause actual results to materially differ from management's expectations.