Extraordinary General Meeting
Notice of Extraordinary General Meeting
The shareholders of Dätwyler Holding Inc., Altdorf UR, Switzerland are hereby invited to attend the Extraordinary General Meeting to be held on Wednesday, 10 August 2016 at 3 p.m. (doors open at 2:15 p.m.) at Dätwyler Holding Inc. in the Uristier Hall (Uristiersaal), Gotthardstrasse 31, 6460 Altdorf.
Authorized Capital Increase
Proposal of the Board of Directors: Authorization of the Board of Directors to create authorized capital within 2 years in accordance with the following conditions and the introduction of a new Article 3a in the Articles of Association as follows:
3a Authorized Capital
- The Board of Directors can increase the share capital at any time until 9 August 2018 by a maximum amount of CH 84,999.94 by issuing no more than 2,199,999 fully paid registered shares (shares with privileged voting rights) with a nominal value of CHF 0.01 as well as no more than 1,259,999 fully paid bearer shares with a nominal value of CHF 0.05. Increases by instalment are permitted.
- The Board of Directors will determine the date of issue, the issue price, the type of capital contribution, the conditions for exercising subscription rights and the date of dividend entitlement.
- The Board of Directors may issue new shares underwritten by a bank, a banking syndicate or a third party with a subsequent offer to existing shareholders (provided the subscriptions rights of existing shareholders have not been disapplied).
- The Board of Directors is authorized to permit, limit or exclude the trade in subscription rights. It may allow unused subscriptions rights to expire or it may in the interest of the company make use of unused subscriptions rights or shares with unsued subscriptions rights in compliance with the principle of equal treatment of all shareholders.
- The Board of Directors can disapply the subscription rights of shareholders and allot them to third parties if the new shares are to be used for one or more of the following purposes:
- to acquire companies through the exchange of shares;
- to finance or refinance the acquisition of companies, parts of companies or investments, or to finance investment projects of the company;
- to allow equity to be raised quickly and flexibly through the placement of shares, which would otherwise be difficult or only possible at significantly poorer conditions with the subscription rights of existing shareholders.
The planned capital increase of the Dätwyler Holding Inc. is part of the financing of the proposed takeover of Premier Farnell plc. Detailed information is available on the website of the Dätwyler Group: http://www.datwyler.com/de/investoren/premier-farnell/
Bearer shareholders who wish to attend the General Meeting or to appoint a proxy may order admission tickets from their depository bank or by submitting a written blocking instruction from their depository bank to Segetis AG, Platz 4, 6093 Root D4 (Tel: +41 41 541 9100, Fax: +41 41 541 9101) by 8 August 2016. The bearer shares will remain deposited until the day after the General Meeting. Depositary banks may also order admission tickets for their clients from Segetis AG, Platz 4, 6093 Root D4 (Tel: +41 41 541 9100, Fax: +41 41 541 9101, email@example.com). After receiving the relevant materials, shareholders may choose to attend the General Meeting personally, to be represented or to grant proxy authorization and give instructions electronically to the Independent Proxy. Admission tickets will be delivered by 9 August. No admission tickets will be issued on the day of the General Meeting.
Shareholders may be represented by their legal representative or may appoint a proxy in writing. The Independent Proxy, Mr. Remo Baumann, Attorney, Partner at Muheim Merz Baumann, Bahnhofplatz 3, 6460 Altdorf, may also be appointed to vote on their behalf in accordance with Article 689c of the Swiss Code of Obligations.
Please note that written authorization for the Independent Proxy must be received by 6 p.m. on 9 August 2016. Unless otherwise instructed in writing, the Independent Proxy shall abstain from voting in accordance with Art. 10 (2) of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) of 20 November 2013. This also applies in the event that voting takes place on proposals that were not included on the invitation.
Electronic authorization and instructions for the Independent Proxy Authorization and instructions for the Independent Proxy may also be submitted electronically at www.netvote.ch/datwyler. Shareholders will receive the necessary login information with the materials for the General Meeting. Any electronic instructions or changes must be submitted by 6 p.m. at the latest on the day before the General Meeting.
Altdorf, 18 July 2016
Dätwyler Holding Inc.
On behalf of the Board of Directors
Chairman: Ulrich Graf