26 September 2013, 3:30 pm (doors open 2:30 pm) Kultur- und Kongresszentrum Gersag, Rüeggisingerstrasse 20a, Emmenbrücke ___________________________________________________________________________ Agenda and Proposals of the Board of Directors
At the Annual General Meeting of the Company that was held on 28 June 2013, the shareholders accepted the proposals of the Board of Directors relating to the composition of the Board of Directors and approved the capital increase proposed by the Board of Directors for the amount of CHF 330 million. Shortly after the Annual General Meeting it became known that Venetos Holding AG had acquired from subsidiaries of SCHMOLZ+BICKENBACH GmbH & Co. KG an interest totalling 25.29% in SCHMOLZ+BICKENBACH AG. Venetos Holding AG forms part of the Renova Group, which is controlled by Viktor F. Vekselberg. It also became known that Venetos Holding AG had entered into a shareholder agreement with SCHMOLZ+BICKENBACH GmbH & Co. KG, SCHMOLZ+BICKENBACH Beteiligungs GmbH & Co. KG, SCHMOLZ+BICKENBACH Beteiligungs GmbH, SCHMOLZ+BICKENBACH
SCHMOLZ+BICKENBACH Finanz AG (hereinafter referred to jointly as the S+B/Renova Group). As a consequence of these transactions, the S+B/Renova Group held a total interest of 40.46% in SCHMOLZ+BICKENBACH AG and was obliged to submit a public offer to take over the Company. At the request of SCHMOLZ+BICKENBACH Holding AG, which is part of the S+B/Renova Group, the capital increase and associated offer of subscription rights that were resolved at the Annual General Meeting were legally blocked from entry in the Commercial Register. When the acquisition of the interest of Venetos Holding AG, the formation of the S+B/Renova Group, and the associated obligatory offer of Venetos Holding AG became known, a new situation arose for the Board of Directors in that new controlling interests became reality. On 23 July 2013, the Company therefore concluded with the S+B/Renova Group a Memorandum of Understanding which had the objective of defining an orderly procedure for the assumption of control by the S+B/Renova Group and implementation of the necessary increase in the capital of the Company. After the Memorandum of Understanding had been signed, Renova performed a Due Diligence Audit of the Company, and negotiations took place between the Company, the financing banks and representatives of the S+B/Renova Group regarding the financing and recapitalisation of the Company and the further procedure for increasing the capital. As foreseen in the Memorandum of Understanding, the S+B/Renova Group subsequently nominated the candidates for election to the newly composed Board of Directors of the Company (Agenda Item 3) and submitted to the Board of Directors on 27 August 2013 a proposal for a capital increase supported by the S+B/Renova Group for the amount of around, and at least, CHF 430.5 million (approx. EUR 350 million). At the same time, the S+B/Renova Group informed the Company that it would appeal against the decision of the Lucerne District Court to revoke blocking of the Commercial Register. Since, in this situation, it no longer appeared realistic to implement the capital increase that was resolved by the General Meeting of 28 June 2013 within the legally stipulated three months' time period, the Board of Directors decided not to pursue this capital increase further (Agenda Item 1) and, instead, to submit the capital increase that was proposed and supported by the S+B/Renova Group to the shareholders for approval (Agenda Item 2). This will ensure that the necessary funds will flow into the Company without further delay. 1. Reversal of the resolution of 28 June 2013 regarding a capital increase Proposal of the Board of Directors: The Board of Directors proposes that all resolutions passed at the Annual General Meeting of 28 June 2013 under Agenda Item 4 regarding a reduction of the share capital and a simultaneous increase in the share capital be retroactively revoked with effect from 28 June 2013. 2. Reduction of the share capital followed by immediate increase of the share capital Explanations of the Board of Directors to this agenda item: The Board of Directors intends to implement an ordinary increase in the capital while preserving the subscription rights of the former shareholders (a subscription rights issue), which will bring the Company gross proceeds of the order of magnitude of around, and at least, CHF 430.5 million (approx. EUR 350 million). It is intended that, according to the conditions of
SCHMOLZ+BICKENBACH AG, Postfach, CH-6021 Emmenbrücke, Fon +41 41 209 50 00, Fax +41 41 209 51 04, www.schmolz-bickenbach.com
an underwriting contract which will be concluded on the day before the Extraordinary General Meeting, a bank syndicate composed of UBS AG, Zurich, BNP Paribas, Paris, France, COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Germany, Credit Suisse AG, Zurich, and UniCredit Bank AG, Munich, Germany, shall underwrite and pay for all new shares that are issued within the scope of this capital increase and offer the shares to the former shareholders for subscription. It is also intended that, also at the latest on the day before the Extraordinary General Meeting, the S+B/Renova Group shall undertake to exercise the subscription rights that are allocated to it within the scope of the capital increase at least to the extent of its present interest of 40.46%.
To make the issue of subscription rights possible, by first reducing the nominal value of each registered share, the existing share capital will be reduced by an amount which has still to be determined by the Board of Directors, and simultaneously increased again to at least the original nominal amount by the issue of an also still-to-be-determined number of fully paid-up registered shares with the reduced nominal value (so-called "harmonica"). Under no circumstances, however, will more than 866,250,000 new shares be created. Also under no circumstances will the nominal value of the shares be reduced to less than CHF 0.50 per share. At the latest on the day before the Extraordinary General Meeting, based on prevailing market conditions, the Board of Directors will determine the definite amount of the capital reduction as well as the definite terms of issue of the ordinary capital increase, and at the latest before the start of trading on the day of the Extraordinary General Meeting will publish in a press release the corresponding proposals together with the other conditions of the subscription rights issue.
Proposal of the Board of Directors: By means of a reduction in the nominal value, the share capital of the Company shall be reduced and, simultaneously, by means of an ordinary increase in the capital, shall be increased again, the following proposed resolutions being dependent upon each other in such manner that the resolutions can only by accepted by the General Meeting in their entirety and only implemented if they are approved in their entirety. Specifically, the Board of Directors proposes the following resolution in its entirety:
2.1. Capital reduction through reduction in the nominal value The share capital of the Company shall be reduced in the following manner, with the Board of Directors publishing the definite proposals for the amount of the reduction, and the reduced nominal value per registered share, by means of a press release at the latest on the day of the Extraordinary General Meeting:
1. The share capital with a nominal value of CHF 413,437,500.00 shall be reduced by a maximum of CHF
354,375,000.00 to a minimum of CHF 59,062,500.00.
2. The capital reduction shall be effected by reducing the nominal value of all 118,125,000 outstanding
registered shares from previously CHF 3.50 to subsequently at least CHF 0.50 per registered share.
3. The entire amount of the reduction shall be assigned to the general reserves and for tax purposes shall be
designated as reserves from capital payments.
4. This capital reduction shall only become legally effective upon entry of the capital increase according to
Agenda Item 2.2 in the Commercial Register for an amount which corresponds at least to the amount of the reduction which still has to be decided by the Board of Directors before the General Meeting and proposed by it to the General Meeting.
2.2. Ordinary capital increase By means of an ordinary increase of the share capital, the share capital that was reduced according to the foregoing Agenda Item 2.1 shall be increased again as follows:
1. By issuing a maximum of 866,250,000 fully paid-up registered shares with a minimum nominal value of
CHF 0.50 per registered share, the amount of the share capital after the capital reduction according to Agenda Item 2.1 shall be increased by a maximum of CHF 433,125,000.00, with the Board of Directors publishing by press release at the latest on the day of the Extraordinary General Meeting the proposals for the full nominal amount by which the share capital shall be increased, the corresponding number of registered shares that shall be newly issued, and the nominal value per registered share. The amount of the issue shall correspond to the new nominal value per registered share which shall be determined by the Board of Directors before the General Meeting and proposed by the Board of Directors to the General Meeting.
2. The newly issued registered shares shall be entitled to dividends from 1 January 2013. The voting rights of
the newly issued registered shares shall become valid upon entry of the capital increase in the Commercial Register.
3. The newly issued registered shares shall have no preferred rights.
4. Payment for the newly issued registered shares must be made in cash.
5. The newly issued registered shares are subject to the restrictions on registration stipulated in Art. 4 of the
6. The subscription rights of the former shareholders shall be materially preserved. To complete the capital
increase, the newly issued registered shares shall be underwritten by a bank syndicate under an underwriting contact and offered to the former shareholders for subscription. The Board of Directors is empowered to determine the subscription price and the mode of exercising the subscription rights, including the decision as to whether there should be trading in the subscription rights.
7. Newly issued registered shares for which subscription rights are granted but not exercised shall be sold by
the bank syndicate according to the conditions of the underwriting contract for the account of the Company or taken over by the bank syndicate for its own account.
8. After payment of the issuing costs, any amount resulting from the capital increase that exceeds the amount
of the issue (premium) shall be allocated to the general reserves and for tax purposes shall be designated as reserves from capital contributions.
2.3. Execution of the ordinary capital increase and of the capital reduction The Board of Directors shall only be obliged and empowered to execute the capital increase according Agenda Item 2.2, and to register it together with the capital reduction in the Commercial Register, if total share capital for at least the amount of the reduction according to Agenda Item 2.1 has been underwritten and paid for. 3. New elections to the Board of Directors Explanations of the Board of Directors to this agenda item: On 2 August 2013 and 30 August 2013 respectively, the Company announced that the former members of the Board of Directors have announced their resignation with effect from the end of the upcoming Extraordinary General Meeting and will not stand for re-election. As foreseen in the Memorandum of Understanding, Venetos Holding AG on behalf of the S+B/Renova Group has submitted the following proposals for the renewal of the Board of Directors. Proposal of the S+B/Renova Group: It is proposed that the following individuals be elected as new members of the Board of Directors, each for a term of office until the Annual General Meeting 2014:•
Dr. Vladimir Kuznetsov (born 1961, a Russian citizen resident in Switzerland) is an economist and holds a
doctorate from the Institute of World Economy and International Relations of Moscow State University and a master's degree in international affairs from Columbia University (New York). Since 2007 he has been a member of the Board of Directors of Sulzer AG and since 2004 Managing Director of Renova Management AG. In addition, since 1998 he has been Director General of Financial Advisory Services (Moscow). From 2008 to 2011, Dr. Vladimir Kuznetsov was Chairman of the Board of Directors of OC Oerlikon Corporation AG, Pfäffikon, and from 2001 to 2009 Vice President of Renova Inc. (New York). Until 1998 he held, among others, managerial positions at Salomon Brothers (Moscow) and Goldman Sachs (Moscow).
Marco Musetti (born 1969, a Swiss and Italian citizen resident in Switzerland) is an economist and holds a
Master of Science in Accounting and Finance from the London School of Economics and Political Science (London) and a degree in economics from the University of Lausanne. Since 2011 he has been a member of the Board of Directors of Sulzer AG. He is also a member of the Supervisory Board of Renova U.S. Holdings Limited. Until May 2013, Marco Musetti was Vice Chairman of the Board of Directors of Venetos Holding AG (Renova Group) and prior to that was COO and Deputy CEO of Aluminium Silicon Marketing GmbH (Sual Group). Until 2000 he was with Banque Cantonale Vaudoise as Head of the Metals and Structured Finance Desk.
Dr. Oliver Thum (born 1971, a German citizen resident in Great Britain) holds a doctorate in Business
Engineering from Stanford University (Stanford) and a diploma in economics from the Private University of Witten/Herdecke. He has many years of experience in management consulting and private equity and since 2013 has been CEO of SCHMOLZ+BICKENBACH GmbH & Co. KG and since 2009 Managing Partner of Elvaston Partners (London).
Edwin Eichler (born 1958, a German citizen resident in Germany) holds a diploma in information technology.
He is a member of the supervisory boards of SGL Carbon AG, Heidelberg Printing AG and SMS Siemag GmbH. Until the end of 2012, Edwin Eichler was a member of the Executive Board of ThyssenKrupp AG, CEO of ThyssenKrupp Steel Europe and of ThyssenKrupp Stainless AG. Prior to that he was CEO of ThyssenKrupp Elevators and ThyssenKrupp Materials. Until 2002, among other positions, he was a member of the Executive Board of ARVATO AG and CEO of Mohnmedia Printing.
Michael Büchter (born 1949, a German citizen resident in France) holds a diploma in International Trade.
Since 1991 he has been Head of Metal Desk, a member of the Branch Management, a member of the Credit Committee and a member of the Business Acceptance Committee of ING Belgium (Geneva). Prior to that, Michael Büchter was Director and Global Head of Metal Trading at HofflingHouse & Co Ltd (London) and, among other positions, Director of Brandeis Goldschmidt & Co Ltd (London).
Hans Ziegler (born 1952, a Swiss citizen resident in Switzerland) is a business economist and holds a
postgraduate diploma in Business Administration and Information Technology from TCU University, Fort Worth, Texas. Since 2008 he has been Chairman of the Board of Directors of Charles Vögele Holding AG and a member of the Board of Directors of OC Oerlikon Corporation AG, Pfäffikon, and since 2004 Chairman and Delegate of the Board of Directors of Swisslog Holding AG. In 1996 he established a consulting company which operates in Switzerland and abroad and specialises in corporate restructuring, turnaround management and repositioning. Earlier positions included CFO of Alcon Pharmaceuticals (Cham/Fort Worth), of the Usego-Trimerco Group and the Globus Group.
Dr. Heinz Schumacher (born 1948, a German citizen resident in Germany) holds a doctorate in civil and
canonical law from the University of Cologne. He is an attorney with his own practice and since 1984 has been Chairman and CEO of the Arenbergische Gesellschaften with headquarters in Düsseldorf. Among other positions, he is Chairman of the Board of Directors of Bergbahnen Disentis AG, Chairman of the Supervisory Board of TownTalker Media AG and Chairman of the Advisory Board of Eggert KG.
Statement and proposal of the Board of Directors: The Board of Directors supports the proposal of the S+B/Renova Group for the election of Messrs Dr. Kuznetsov, Musetti, Eichler, Büchter, Ziegler and Dr. Schumacher, but not for the election of Dr. Oliver Thum. Dr. Thum was already proposed for election to the Board of Directors at the Annual General Meeting on 28 June 2013. Based on its evaluation, the Board of Directors decided on that occasion not to support the election of Dr. Thum. The Board of Directors sees no reason to alter this position. Explanations regarding the voting procedure: The elections will take place individually. The Board of Directors draws attention to the stipulation of Art. 11 Para. 1 of the Articles of Incorporation that the Board of Directors must be composed of 5 to 9 members. Voting rights Shareholders who are already registered in the share register on 16 September 2013 will receive an invitation to the General Meeting from the Company. Shareholders who are registered in the share register from 17 September 2013 to 24 September 2013 will be admitted to the General Meeting on presentation of official identification at the admissions control desk. In the period from 24 September 2013, 5:00 pm, to and including 26 September 2013, no entries of shares will be made in the share register. Powers of attorney Shareholders who do not attend the General Meeting in person may be represented as follows: -
by written power of attorney to a proxy who need not themself be a shareholder;
by the official representative of SCHMOLZ+BICKENBACH AG. Their voting rights will be exercised in favour of the proposals of the Board of Directors. Instructions contrary to the proposals of the Board of Directors will be passed on to the independent representative, Pascal Engelberger lic. jur., Attorney at Law, Burger & Müller, Murbacherstrasse 3, CH-6003 Lucerne;
- by the independent representative, Pascal Engelberger lic. jur., Attorney at Law, Burger & Müller,
Murbacherstrasse 3, CH-6003 Lucerne, to whom you may address your power of attorney and instructions directly. Unless instructed otherwise, the independent representative will cast your votes in favour of the proposals of the Board of Directors;
Powers of attorney that do not name a proxy will be passed on to the independent representative, Pascal Engelberger lic. jur., Attorney at Law, Burger & Müller, Murbacherstrasse 3, CH-6003 Lucerne. Unless instructed otherwise, the independent representative will cast your votes in favour of the proposals of the Board of Directors.
Custodians Custodians within the meaning of Art. 689d Swiss Code of Obligations (OR) are requested to inform our Company as soon as possible, and in any case no later than 26 September 2013 at the admissions control desk, of the number of shares that they represent. Directions and public transport Travellers by train (S-Bahn) should alight at the Gersag stop which is 150 metres from the Gersag Zentrum where the General Meeting will be held. The following bus connections are also available: VBL Route 2 from Lucerne Railway Station to Emmenbrücke Sonnenplatz (2 minutes walk from the Gersag Zentrum). Regional bus service Luzern-Landschaft to Emmenbrücke Sonnenplatz. Local Emmen Bus to Rüeggisingerstrasse, Gersag stop, only a few steps away from the Gersag Zentrum. By car, leave the motorway at Emmen Süd and follow signs for Gersag. Only a limited number of parking spaces are available. After the General Meeting we invite you to an apéritif. Emmenbrücke, 5 September 2013 SCHMOLZ+BICKENBACH AG Dr. Hans-Peter Zehnder Chairman of the Board of Directors Enclosures – Registration card – Shareholders' letter
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INVITATION to the Extraordinary General Meeting