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Medienmitteilung_2013_mai 14_weitere anträge_en

Press release issued by SCHMOLZ+BICKENBACH AG, 14 May 2013 Further proposals submitted by the Schmolz+Bickenbach KG /
Renova shareholder group to the 2013 Annual General Meeting of
SCHMOLZ+BICKENBACH AG
Emmenbrücke, 14 May 2013 – The subsidiary of Schmolz+Bickenbach GmbH & Co. KG,
Schmolz+Bickenbach Beteiligungs GmbH has written in conjunction with Renova Holding
Ltd. to the Board of Directors of SCHMOLZ+BICKENBACH AG, which is listed on the SIX
Swiss Exchange, asking to include a proposal for a two-stage capital increase on the agenda
of the Annual General Meeting to be held on 28 June 2013. The proposal is first to reduce
the company’s share capital from CHF 413,437,500 to CHF 118,125,000 by reducing the par
value of the shares, and then to issue new registered shares with a par value of CHF 1.00
each in order to increase the share capital by no more than EUR 350 million.
Exercise of subscription rights, free transferability of these rights and trading in subscription
rights would all still be possible. All unexercised subscription rights should, according to the
requested agenda item, be offered first of all to a subsidiary of Renova Holding Ltd. for
subscription. The request goes on to say that on completion of this transaction, Renova
would
Schmolz+Bickenbach GmbH & Co. KG, which represents the interests of the founding families’ descendants, would own around 15%, giving the group as a whole at least 40.5%. The applicants are making the capital increase conditional on a due diligence test, which they have not so far been allowed to conduct, however, owing to their refusal to sign a confidentiality and standstill agreement in advance. Schmolz+Bickenbach Beteiligungs GmbH has also submitted a proposal that along with the three Directors they previously named – Dr. Hans-Peter Zehnder, Dr. Helmut Burmester and Dr. Alexander von Tippelskirch – the forthcoming General Meeting should also vote Dr. Marc-Oliver Feiler off the Board of Directors. The Board of Directors will examine the requested agenda items and give its response at the appropriate time. It will also clarify the implications of the Schmolz+Bickenbach KG / Renova Group’s various proposals in terms of takeover law. SCHMOLZ+BICKENBACH AG, P.O. Box, CH-6021 Emmenbrücke, phone +41 41 209 50 00, www.schmolz-bickenbach.com
Contact:
Adrian Steinmann
Secretary to the Board of Directors
SCHMOLZ+BICKENBACH AG
Phone: +41 41 209 51 84
Email: a.steinmann@schmolz-bickenbach.com
DISCLAIMER
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does
not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a
listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer will be made solely
by means of, and on the basis of, a securities prospectus which is to be published. An investment decision
regarding the publicly offered securities of the Company should only be made on the basis of the securities
prospectus, which will be published at the appropriate time after the parameters of the capital increase are fixed.
SCHMOLZ+BICKENBACH AG, P.O. Box, CH-6021 Emmenbrücke, phone +41 41 209 50 00, www.schmolz-bickenbach.com

Source: http://www.schmolz-bickenbach.co.za/uploads/tx_sbagnews/Medienmitteilung_2013_Mai14_WeitereAntraege_en_01.pdf

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