Investor Presentaiton
4
GRAMMER GROUP HIGHLIGHTS 1-9 2018 - BCA & PUBLIC TENDER OFFER
BCA secures GRAMMER's independence and future development
GRAMMER
A
B
Continued Independence
of GRAMMER
Commitment to Workforce,
Footprint & Employees
C
Support for GRAMMER'S
Corporate Governance
Support of GRAMMER'S
D
Brand and Global Strategy
E
Protection of Know-How
and Intellectual Property
"
Unless recommended by Executive or Supervisory Board with a simple majority
*)
**)
For commitments mentioned on this page, 5 years for non-German locations
No changes to the company's legal form as a stock exchange listed corporation
No change of name or seat & headquarters of GRAMMER AG
Integrity of GRAMMER to be preserved, no sale or break-up of the business
No intention to conclude domination agreement*, no squeeze-out or other similar structural measures
Continuation of existing financing and dividend policy
Jifeng acknowledges the importance of GRAMMER's excellent workforce & manufacturing processes
Collective bargaining agreements or other incentive schemes & similar arrangements will be honored
Recognition of co-determination ("Mitbestimmung") and rights of employees, work councils and unions
Employment levels and manufacturing footprint to be maintained
Commitment for 7.5 years from today**
Composition of GRAMMER AG's Executive Board to remain unchanged***
GRAMMER AG Executive Board will continue to independently run the business
GRAMMER AG Supervisory Board will retain its current size and structure
No changes to existing equal co-determination in the Supervisory Board of GRAMMER AG
Jifeng envisages to nominate 2 members to the Supervisory Board over time (elected by the AGM)
Ningbo Jifeng will support the organic and external growth strategy
Ningbo Jifeng will support GRAMMER's global footprint and manufacturing sites
Ningbo Jifeng will support necessary investments to maintain the group's sites
Consistent approach of GRAMMER and Ningbo Jifeng towards customer and suppliers
No changes to GRAMMER brand
Jifeng recognizes the importance of GRAMMER's focus on innovations, products & processes
Ningbo Jifeng supporting necessary R&D spending
All intellectual property of GRAMMER will remain within the company
Furthermore, Ningbo Jifeng commits not to transfer any know-how****, technologies or key staff
which may adversely affect GRAMMER
***) Unless GRAMMER's business ceases to be stable and healthy (material abnormity) and management fails to undertake appropriate measures in a timely manner
****) Unless made at arm's length
© 2018 GRAMMER AG - Investor Presentation November 2018
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