welcome to the ordinary general meeting of shareholders · diamond wire in wafering or iperc in...
TRANSCRIPT
Welcome to the ordinary General Meeting of Shareholders
25 April 2013
Agenda
Welcome and introduction of the representatives of the shareholders and of the company
Highlights of fiscal year 2012
Passionate about PV – Opportunities for Meyer Burger Group
Financial statements 2012 in detail
Agenda items and voting
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Auditors, Independent proxy, Corporate proxy
Hanspeter Gerber Representatives of the Auditors Rolf Johner PricewaterhouseCoopers Ltd., Bern
Theodor Blum Notary and Advocate, Bern
André Weber Independent proxy Attorney-at-law, Zurich
Ingrid Carstensen Corporate proxy Meyer Burger Technology Ltd
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Representatives of Meyer Burger Technology Ltd
Peter M. Wagner Chairman of the Board of Directors
Dr Alexander Vogel Vice Chairman of the Board of Directors
Peter Pauli Chief Executive Officer, Delegate of the Board of Directors
Michel Hirschi Chief Financial Officer
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Highlights of fiscal year 2012
Peter M. Wagner, Chairman
Installed PV base > 100 GW by year-end 2012 (+42% new installed capacity in 2012)
High demand of end installed base confirms the positive trend for PV
Europe represents about 55% of newly installed PV capacity in 2012 (2011: 70%) → Market to become broader and more global
Increased number of countries that want to start PV production
Strong increase of globally installed PV base – End user market
6.9 9.4 15.8
23.2
40.0
71.3
101.3
0
30
60
90
120
2006 2007 2008 2009 2010 2011 2012
GW
6
Globally expected growth in PV Globally installed PV base
101
137
169
208 203
266
343
0
100
200
300
400
2012 2014 2015 2016
GW
Source: EPIA Reports February 2013 and May 2012
//
42% growth in 2012 Installed PV base expected to
double or triple until 2016
EPIA Moderate
EPIA Policy-Driven
+42% CAGR
36%
CAGR
20%
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Consolidation process in photovoltaic industry continues as expected
Incoming orders MCHF 223.4, Net sales MCHF 645.2, EBITDA MCHF -33.2
Cost reduction programmes (announced in March / Nov 2012) largely implemented
Increasing customer interests for new and integrated technologies
Stable equity ratio of 57.1% despite net loss of MCHF -115.9
A challenging year for Meyer Burger
448 421
826
1315
645
0
500
1000
1500
2008 2009 2010 2011 2012
MCHF
7
Liabilities & equity at 31 Dec Net sales
126 196
643 763
628 273
264
424
615
473
0
500
1000
1500
2008 2009 2010 2011 2012
MCHF
Equity
Liabilities
57.1% equity ratio
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Strengthened liquidity
Issuance of straight bond MCHF 130 in May 2012
Entered into loan agreement, secured by mortgage liabilities, in the amount of MCHF 30 for building in Thun in March 2013
Planned measure – Capital increase to further strengthen balance sheet
Board of Directors aims to further strengthen balance sheet and liquidity of the Company through the proposed capital increase
Proposal to the Annual General Meeting 2013 to approve an ordinary capital increase in the amount of MCHF 151.7
Banking syndicate has undertaken to underwrite all new shares out of capital increase subject to customary conditions
Assuming the Annual General Meeting approves the capital increase: Guaranteed cash inflow for the Company
Strengthening of balance sheet and liquidity
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Passionate about PV – Opportunities for Meyer Burger Group
Peter Pauli, Chief Executive Officer
Development of market – where will the PV journey lead
10
Global PV market continues to grow
Renewable energy requires new business models for energy providers and distributors
Mature PV volume markets like China, Taiwan, Europe are recovering, slowly increasing production capacities by using upgrade technologies like Diamond Wire in wafering or iPerc in coating and 5 Busbars in module technologies
New, emerging markets are seeking highly integrated production lines to manage their local growing energy demand1)
– India 20 GW until 2022
– Thailand 2 – 8 GW until 2020
– Vietnam 8 GW until 2030
– Brazil > 4 GW until 2020
– Saudi Arabia 16 GW until 2030
New technologies like Heterojunction in coating, Diamond Wire in wafers and SmartWire Connection technology in module are key
Quelle: www.wiki-solar.org
Worldwide operating and planned
solar parks (> 10MW)
1) Source: Management estimates based on public sources
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Market opportunities
Paradigm shift in the energy supply
Energy requirements in new markets
Political framework conditions exist in new markets
New technologies for technology change available (HJT, Lines, upgrade)
Bring pressure on costs and upgrade demand
Development of a global solar energy market
New market business models
11 Source: IEA, Deploying Renewables 2011
Potential for cell systems
Module
+ +
Cell
Potential for wafer systems
Wafer
PV to benefit from rising fossil fuel
prices and reduced renewable
energy costs
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Price decline in solar modules puts enormous pressure on module manufacturers – however, it is necessary to reach and keep grid parity
Cautious investment behaviour of cell and module manufacturers in 2012 and currently
Difficult market environment for cell and module manufacturers
12
Ratio of cost-/price development solar modules
0
0.2
0.4
0.6
0.8
1
1.2
1.4
1.6
2010 2011 2012 2013 2014 2015
Modul prices Modul cost
profit
US$ / Wp
Source: PVinsights & Management estimates
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Reduction in number of consolidated companies from 46 (as at 31 Dec 2011) to 29 active companies
Number of employees reduced to about 2,000 FTE by mid-2013
New products and solutions – despite current market situation, continuing to invest heavily in Research & Development MCHF 92.1 in 2012 to further expand technology leadership
Structural measures executed
46
29
-17
0
10
20
30
40
50
No. of companies
13
Employees Consolidated companies
2791 2186
268 -605
-189 79
about -200**
0
1000
2000
3000
FTE
Permanent employees
Temporary employees
* Active companies ** Already announced in Nov 2012 2
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Consolidation of Meyer Burger Group in 2012
14
Pro active consolidation of companies
within the Group
Increased synergies
Making use of location economies
Focus on core competences within
technology centres
Slicing technologies
Cell technologies
Coating technologies
Measurement technologies
Cell connecting technologies
Measurement systems
Strengthening of PV and Non-PV
business areas
Thun
MB Wafertec
Slicing/Cutting
3S Modultec
Lamination/Module
Somont
Cell technologies
AMB
Transport
Zuelpich
Hennecke / Pasan
Measurement tech.
MB Automation
Robotics/Automat.
Hohenstein
Roth & Rau B.V.
Ink Jet
MicroSystems
Surface processing
Colorado
Springs
L4L
MB CN
MB USA
Roth & Rau AG
Cell & Coating
Meyer Burger
DW slicing
Diamond Wire
Diamond wire
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Systems Module Cell Wafer
Focusing strengths – combined offering
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Pulling / Growing
Cropping
Bricking / Squaring
Wafering
Degluing
Separation
Final Cleaning
Inspection
Pro
ce
ss
Te
ch
no
log
ies
Te
ch
no
log
y b
ran
ds
Texturing
PECVD-Coating
PVD-Coating
Anti-Reflection Coating
Contact Printing
Test / Sort
Soft Touch Soldering
Interconnection / Lay-up
Laminating
Final Assembling
Perfomance Measuring
Sorting
BIPV System
Shading
Roof Mounting System
Free field
Off grid
Process Control
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Global Sales – System and line concept
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Module Line
Open the market globally based on SmartWire and conventional (iPERC) technologies and enable a local, decentralised production following “pull activities”.
Cell Line
Focus on integrated HJT lines, with focus on emerging and other new markets.
Wafer Line
Focus on mono-n-type line, based on DW-Technology as a pre-stage to HJT-cell line.
Fully integrated production line
For special new markets. Turnkey if possible as cooperation partner.
Integrated lines address new customers in emerging markets and in mature markets for customers with high integration requirements.
Potential in Cell System lines
Module
Potential in Wafer System lines
+ + Cell
Wafer
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PECVD -
Coating Emitter
Electricity transmission PVD-Coating/
Antireflection
Coating Translucence
Conductivity
Electricity transmission
Test/Sort Conductors
Environmentally friendly
Performance
Classification
Process Control Bricking/Squaring
Wafer geometry
Wafering Speed
Yield
Surface quality
Geometry
Inspecting 30 criteria
Qualification
Classification Cropping
Detailled accuracy
Global Sales – Single equipment / upgrades
The single equipment is orientated on the core competencies of the OEMs.
In essence:
Wafer
Cropping/Bricking/Wafering/Inspecting
Cell
PECVD/PVD/diffusion-/firing-furnaces
Module
Stringer/SWCT/Laminators/Module tester
Process control systems
Automation/Databases/Measurement system
The products address R&D driven and existing or new selected customers.
17
Wafer
Cell
Soft Touch
Soldering Productivity
Electricity-flow power
Interconnection/
Layup Quality of
connection Lifecycle
Laminating
Encapsulation Material costs
Lifecycle
Module
Final Assembling Qualification
Efficient electrical
connections
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Global Sales – Non-PV markets
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The existing technologies and competences in the Meyer Burger Group are serving equally alternative, non-PV markets and therefore enable a broad product offering.
Technology Market/Industry Competence/
Technology center
Cutting technologies of
hard and brittle
materials including
scarce crystals
Semiconductor
Optoelectronic
SIC
Touchscreen
Vacuuming technology
Coating technologies
Semiconductor
Medical technology
Automation
Cell handling
Inkjet
Thin film coating
Semiconductor
Building technology
Glass finishing
Battery
Heating and plasma
technolgies on the basis
of microwave
Various industries
Hybrid technology
Application references
non PV markets
High speed trains
Touchscreen
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Press Release 11 Feb 2013
SmartWire Connection Technology
5% higher power output
10% higher energy yield (kWh/kWp)
TCO: reduction of up to 0.25 USD/cell
Holistic and integrated R&D
Photovoltaics has reached a new level in technology, performance and longevity.
New Technologies
Diamond Wire cut wafers as substrate
HJT cell design with nano/micro layers based on
PVD/PECVD
New silver free contacts and cell connections
High efficiency and dependable encapsulation processes
Measurement and system control to support stable
production processes
Upgrade Technologies
Diamond Wire upgrade
Sapphire
Efficiency improvement SQI (Surface Quality Improvement)
iPERC
5BB cell connection
19
Graph: SmartWireConnection Technology
Graph: 5 BusBar Technology Graph: 300 Watt
SmartWire Modul
Graph: Heterojunction
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Sustainable, yet flexible strategy
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From a provider of integrated single equipment to a provider of integrated system solutions – we are changing todays’ energy mix.
2002 - 2011
Strategy approach:
Industrialised, high production volume, „Cost, yield, uptime”
Strategy approach:
Single equipment, technology exchange and improvement of productivity
2012 - 2016
$
kWh
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Financial statements fiscal year 2012 in detail
Michel Hirschi, Chief Financial Officer
Incoming orders / Order backlog
193.7
1329.8
876.8
223.4
0
200
400
600
800
1000
1200
1400
2009 2010 2011 2012
MCHF
22
Incoming orders FY 2012
Low demand with almost no seasonality
Volume of new orders MCHF 223.4 (H1 ‘12 MCHF 128.4; H2 ‘12 MCHF 95.0)
Structural changes in the market continued
Customers hesitant regarding new orders to increase production capacities
Orders for upgrades, complementing solutions to adjust capacities
Order backlog 31 December 2012
Order backlog MCHF 405.5 (31.12.2011: MCHF 909.9)
Adjustment in order backlog led to cash-neutral elimination of certain orders
Various deliveries postponed for the time being
Incoming orders
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Net sales
420.9
826.0
1315.0
645.2
0
200
400
600
800
1000
1200
1400
2009 2010 2011 2012
MCHF
23
Decline in net sales of 51% in line with expectations and guidance (guidance March 2012 MCHF 600-800)
Sales mainly from orders received in 2011
Stable product mix H1/H2
Like-for-like decline in net sales of 55%
Most important region in terms of net sales continued to be Asia (81% of net sales)
Net sales
Change in net sales by region
USA
-47%
Europe
-52%
Asia
-51%
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Split of net sales MCHF 645.2 (1/2)
24
81%
3%
16%
Asia USA Europe
90%
7% 3%
Machines / systems
Spare parts / consumables
Services
By type of sales By region
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59%
34%
5% 2%
CHF EUR USD Other
Split of net sales MCHF 645.2 (2/2)
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By currencies
23%
7%
3%
2%
65%
Customer 1 Customer 2
Customer 3 Customer 4
Other
By customers
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Operating income after costs of products and services
Large proportion of sales derived from orders that were negotiated with customers and produced prior to 2012
Hence, margin «only» 2 percentage points below previous year, despite the difficult market situation
Decrease in margin mainly due to close-out agreements
Roth & Rau companies fully consolidated for the 12 months period in 2012 (previous year only fully consolidated as of 9 August 2011). This also led to slightly lower margin in 2012
26
Operating income after costs of
products and services
170.1
408.8
608.0
285.3
40.4%
49.5%
46.2% 44.2%
0
10
20
30
40
50
0
100
200
300
400
500
600
700
2009 2010 2011 2012
Op. income Margin
MCHF %
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Development of personnel
2791
2186
268 -605
-189 79
about -200*
0
500
1000
1500
2000
2500
3000
FTE
27
Capacity adjustments and optimisation programmes in 2012
Employees
Decline in personnel by 22% (FTE)
– -605 FTE (Production -513, S&M -18, R&D -50, F&A -24)
– -189 temporarily employed staff, mainly in production
– Already dismissed employees will effectively leave only in April/May 2013
Expected to employ 2,000 FTE by mid-2013. Several employees loaned to companies in the region
Personnel expenses
Personnel expenses MCHF 214.7; +10% (2011: MCHF 194.7).
Full consolidation of Roth & Rau: No costs in 2011 until 9 August 2011, as participation prior to 9 Aug was recognized as «investments in associated companies»
Personnel expenses did not decline as much as number of employees due to non-recurring costs
No. of employees (incl. temporary staff)
Permanent employees
Temporary employees * already announced in November 2012
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EBITDA
Other operating expenses
Total other operating expenses MCHF 103.8 (2011: MCHF 134.9)
Roth & Rau effect also to be taken into account
Effect of cost reduction measures
– Considerably lower transportation costs (due to reduced business volume) MCHF 18.3
– Lower maintenance expenses
– Less external services used (2011: mainly acquisition costs regarding R&R)
Personnel & Other operating expenses
OPEX like-for-like reduced by 32.5%
EBITDA
EBITDA of MCHF -33.2 in line with guidance for EBITDA in November 2012 (MCHF -20 to -40)
28
EBITDA
63.3
187.5
278.4
-33.2
15.0%
22.7%
21.2%
-5.1%
-5
0
5
10
15
20
25
30
-50
0
50
100
150
200
250
300
2009 2010 2011 2012
EBITDA EBITDA margin
MCHF %
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EBIT
Depreciation and amortisation totalled MCHF 102.2 (2011: MCHF 161.71)
Property, plant and equipment
– Depreciation of MCHF 21.2
– Impairment of MCHF 3.9 (mainly demo machines)
Intangible assets
– Amortisation of intangible assets related to M&A activities of recent years MCHF 69.4 in FY 2012
– Other depreciation of intangible assets (mainly software) of MCHF 2.9
– Impairment of MCHF 4.8 (of which MCHF 3.6 for trade name «OTB»)
29
EBIT
MCHF %
41.3
127.9 116.7
-135.4
9.8%
15.5%
8.9%
-21.0%
-25
-15
-5
5
15
25
-150
-100
-50
0
50
100
150
2009 2010 2011 2012
EBIT EBIT margin
1 2011 incl. goodwill impairment MCHF 73.6 and impairment on thin-film technology MCHF 7.0
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Financial result / Taxes
Financial result
Financial result, net of MCHF -9.2 in FY 2012 (2011: MCHF -21.4)
Interest income MCHF 1.0, interest expenses MCHF 5.0, other financial expenses MCHF 5.2 in FY 2012
– Interest expenses of MCHF 3.9 included in the interest expenses for the 5% straight bond, maturity in May 2017
– More stable FX situation than in the previous two years: FX effects in FY 2012 MCHF -4.3 (2011: MCHF -16.8) mainly reflect FX effects from the valuation of intercompany loans to foreign subsidiaries
Taxes
Tax income of MCHF 28.7 (2011: Tax expense of MCHF 34.2)
– Release of deferred tax liabilities due to the reduction of temporary differences in intangible assets
– Capitalisation of loss carry-forwards
– Normal (owed) income taxes
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Net result
29.2
97.9
35.8
-115.9
-150
-100
-50
0
50
100
150
2009 2010 2011 2012
MCHF
31
Net result
Attributable to the shareholders of MBTN MCHF -111.1
Attributable to non-controlling interests MCHF -4.8
Earnings / loss per share
EPS CHF -2.33 (2011: CHF 0.86)
Ø number of outstanding shares 47,628,000 (2011: 47,355,000)
Cash EPS CHF -3.53 (2011: CHF 4.62)
Net result
Note: EPS and average number of outstanding shares on a diluted basis
Cash EPS = Operating cash flow / average number of outstanding shares (diluted)
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Income statement
32
TCHF 2012 in % 2011 in%
Net sales 645 242 100.0% 1 315 039 100.0%
Other income 20 370 20 254
Income 665 612 1 335 293
Costs of products and services thirds -158 228 -721 290
Changes in inventories of finished products and work in process -241 319 -28 055
Capitalised services 19 267 22 078
Operating income after costs of products and services 285 331 44.2% 608 026 46.2%
Personnel expenses -214 662 -194 739
Other operating expenses -103 839 -134 920
EBITDA -33 170 -5.1% 278 367 21.2%
Depreciation and amortisation -102 204 -161 681
EBIT -135 375 -21.0% 116 686 8.9%
Financial income 979 4 087
Financial expenses -10 204 -25 467
Result from investments in associated companies 6 -25 298
Earnings before taxes (EBT) -144 594 -22.4% 70 009 5.3%
Income taxes 28 691 -34 184
Net result -115 904 -18.0% 35 825 2.7%
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Cash flow
33
CF from operating activities Strong decline in incoming orders and related customer prepayments as a consequence of market situation. Impossible to adjust company structure as fast as market had declined. Cash consumption in H2 2012 26% lower than in H1 2012.
CF from investing activities Investments in property, plant and equipment mainly reflect substantial investments of MCHF 28.2 in the new production and competence centre in Thun and MCHF 10.4 in in-house manufactured heterojunction production lines.
CF from financing activities Cash inflow through the 5% straight bond (maturity 24 May 2017). Purchase of smaller positions in R&R.
TCHF 2012 2011
Net result -115 904 35 825
Reversal of non-cash income/expenses 65 918 196 642
Change in NWC -118 027 -13 709
Cash flow from operating activities -168 013 218 758
Investments in property, plant, equipment, net -57 464 -56 491
Investments in intangible assets -10 403 -2 372
Investments in associated companies (R&R) - -261 253
Other -130 21
Cash flow from investing activities -67 997 -320 096
Capital increases (incl. premium) 2 415 8 285
Purchase of treasury shares, net -4 395 -161
Issuance of straight bond 129 091 -
Purchase of shares in R&R -11 176 -26 664
Repayment of financial liabilities -4 352 -19 480
Cash flow from financing activities 111 583 -38 020
Cash, cash equivalents at beginning of period 260 180 393 543
Change in cash, cash equivalents -124 428 -139 358
Currency translation effects on cash, cash equiv. -1 248 5 995
Cash, cash equivalents at end of period 134 504 260 180
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Balance sheet
34
Balance sheet relations ok, but relatively low on cash, cash equivalents
Decline in trade receivables and trade payables correspondent with the decline in business
Inventories reduced as a result of net sales and increase in value adjustments
Intangible assets from acquisitions of previous years
Strong decline in customer prepayments due to situation of market and incoming orders
Long-term financial liabilities reflect 5% straight bond 2017
Over 57% equity ratio
TCHF 31.12.2012 in % 31.12.2011 in%
Cash, cash equivalents 134 504 260 180
Trade and other receivables 81 626 165 966
Inventories 173 733 212 005
Other current assets 765 3 787
Total current assets 390 628 35.5% 641 938 46.6%
Property, plant and equipment 163 165 132 824
Investments in associated companies 181 177
Intangible assets 468 958 540 195
Other long-term assets 77 866 62 218
Total long-term assets 710 170 64.5% 735 414 53.4%
Total assets 1 100 797 100% 1 377 352 100%
Current financial liabilities 839 1 608
Trade payables 31 404 65 555
Customer prepayments 61 963 229 367
Current provisions 73 272 93 818
Other current liabilities 74 536 96 551
Total current liabilities 242 015 22.0% 486 898 35.3%
Non-current financial liabilities 132 975 8 257
Non-current provisions 21 790 23 991
Deferred tax liabilities 68 977 89 777
Other non-current liabilities 6 984 5 895
Total non-current liabilities 230 725 20.9% 127 920 9.3%
Equity incl. non-controlling interests 628 057 57.1% 762 534 55.4%
Total liabilities and equity 1 100 797 100% 1 377 352 100%
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Balance sheet – Net cash position at year-end 2012
39.3
392.8
250.7
0.7 0
100
200
300
400
MCHF
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Net cash position
at balance sheet date Cash, cash equivalents
at balance sheet date
96.6
393.5
260.2
134.5
0
100
200
300
400
MCHF
Loan secured by
mortgage certificates
MCHF 30 (March 2013)
Expected gross proceeds
from capital increase
MCHF 151.7 (May 2013)
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Balance sheet – Assets / Liabilities Balance sheet relations
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Liabilities & equity Assets
30.3 46.8 195.2 241.2 146.2
395.4
540.2 469.0
187.1
231.1
381.7
256.1
96.6
393.5
260.2
134.5
0
500
1000
1500
MCHF Cash, cash equivalents
Other current assets
Intangible assets
Other fixed assets
196.3
642.9 762.5
628.1 263.9
423.9
614.8
472.7
0
500
1000
1500
MCHF Liabilities
Equity
55% 57% 60% 43%
Equity ratio
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Outlook 2013
Consolidation and optimisation programmes completed by mid-2013
– Announcement of staff reduction in Thun (120 FTE) in January 2013
– Expected workforce of about 2,000 FTE by mid-2013
Cost reduction in personnel expenses and other operating expenses
– Optimisation and consolidation programmes will reduce OPEX by about MCHF 50-60 compared to FY 2012
– Break-even on EBITDA level with sales of about MCHF 500
– Operating potential when solar sector recovers
Strong increase in incoming orders expected compared to FY 2012
– Increasing project activities with existing customers
– Contracts regarding integrated production lines incl. Heterojunction lines as well as contracts for new developed products such as diamond wire saws expected
Guidance
– Net sales guidance difficult due to market situation
– Expected level of net sales about MCHF 400 in 2013, larger part in H2 2013
– Sales from larger orders in 2013 expected in H2 2013 or in H1 2014 (Completed Contract Method)
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Proposed capital increase
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Expected timeline
Subscription price &
subscription ratio
Transaction
Issuer
Use of proceeds
Discounted rights offering of new registered shares to existing shareholders
Banking syndicate has undertaken to underwrite all new shares out of capital increase subject to customary conditions
Meyer Burger Technology Ltd
36,107,263 new registered shares with nominal value of CHF 0.05 each
Offer price CHF 4.20
Subscription ratio: 3 new shares for each 4 registered shares held
Strengthening of balance sheet, securing of financing needs in the near to mid-term
Further investments in research and development of photovoltaic systems
Financing of market launch of new technologies
Financing of costs associated with the entry into new photovoltaic markets
General corporate purposes
Issue size MCHF 151.7
25 April 2013 Ordinary General Meeting of Shareholders
26 April 2013 Record date for determination of existing shareholders for entitlement of subscription rights
29 April 2013 Start of rights exercise period and rights trading period
06 May 2013 End of rights trading period
07 May 2013 End of rights exercise period (12:00 noon CET)
08 May 2013 First trading day of new shares
13 May 2013 Payment of offer price against delivery of shares
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Agenda items and voting
Peter M. Wagner, Chairman of the Board of Directors
Formalities
Secretary for the minutes Dr Alexander Vogel
Vote counters Nicole Hirs Andrea Liechti Chantal Schweizer Rémy Kuonen Simon Linder
Head of vote counters Simon Linder
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Agenda items
1. Approval of the annual report 2012, the annual financial statements 2012 and the consolidated financial statements 2012; presentation of the reports of the auditors
2. Use of balance sheet profit
3. Release of the members of the Board of Directors and Management Board
4. Election of the members of the Board of Directors
5. Election of auditors
6. Ordinary capital increase
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Agenda Item 1 Motion
Approval of the annual report 2012, the annual financial statements 2012 and the consolidated financial statements 2012; presentation of the reports of the auditors
Motion of the Board of Directors:
Approval of the annual report, annual financial statements and consolidated financial statements for the business year 2012.
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Agenda Item 2 Motion
Use of balance sheet profit
Profit for the year TCHF 157,064
Profit carried forward TCHF 145,338
At the disposal of the shareholders’ meeting TCHF 302,402
Motion of the Board of Directors:
To be carried forward TCHF 302,402
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Agenda Item 3 Motion
Release of the members of the Board of Directors and Management Board
Motion of the Board of Directors:
Release the members of responsible corporate bodies for the business year 2012.
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Agenda Item 4 Motions
Elections of the members of the Board of Directors
Motions of the Board of Directors:
4.1 Re-election of Rudolf Samuel Güdel as a member of the Board of Directors for a period of three years.
4.2 Re-election of Prof Dr Konrad Wegener as a member of the Board of Directors for a period of three years.
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Agenda Item 4.1 Motion
Elections of the members of the Board of Directors Rudolf Samuel Güdel
Motion of the Board of Directors:
Re-election of Rudolf Samuel Güdel as a member of the Board of Directors for a period of three years.
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Agenda Item 4.2 Motion
Elections of the members of the Board of Directors Prof Dr Konrad Wegener
Motion of the Board of Directors:
Re-election of Prof Dr Konrad Wegener as a member of the Board of Directors for a period of three years.
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Agenda Item 5 Motion
Election of auditors
Motion of the Board of Directors:
Re-election of PricewaterhouseCoopers Ltd, Bern, as auditors for another year.
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Agenda Item 6 Motion
Ordinary capital increase
Motion of the Board of Directors:
Increase of the share capital from previously CHF 2,407,150.90 by CHF 1,805,363.15 to CHF 4,212,514.05
1. Total nominal value of share capital increase CHF 1,805,363.15 Amount of the contributions to be performed CHF 1,805,363.15
2. Number, nominal value, type of new shares 36,107,263 registered shares with nominal value of CHF 0.05 each No preferential rights of individual classes of shares.
3. The Board of Directors is authorised to determine the issue amount and offer price. Beginning of the period of dividend entitlement as of 1 January 2013.
4. Type of contributions: The contributions are to be made in cash.
5. Acquisition of assets (included intended acquisition of assets): None.
6. Special benefits: None.
7. The registration of the new registered shares is restricted in accordance with article 4 of the articles of association.
8. The pre-emptive rights are neither restricted nor withdrawn. The Board of Directors is authorised to allocate the pre-emptive rights not or not fully exercised in the interest of the company.
9. Prerequisites for the exercise of contractually acquired pre-emptive rights: Do not exist. 49
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Important Dates
15 August 2013 Publication 1st Half Year 2013 Results
24 March 2014 Publication Fiscal Year 2013 Results
April 2014 Ordinary General Meeting of Shareholders 2014
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Thank you for your participation and your confidence. We wish you a safe journey home.
Disclaimer
52
NOT FOR RELEASE, PUBLICATION, CIRCULATION OR DISTRIBUTION IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
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This document does neither constitute an offer to buy or to subscribe for securities of Meyer Burger Technology Ltd nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or
Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise subscription rights or to buy or to
subscribe to shares of Meyer Burger Technology Ltd solely based on the official offering circular and listing prospectus (the "Offering Memorandum") which is expected to be published as of 26
April 2013 by Meyer Burger Technology Ltd. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This document may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar
expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results,
financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should
not rely on forward-looking statements. Meyer Burger Technology Ltd assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia),
Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This document does not constitute or form a part of any offer or solicitation to purchase, subscribe for or
otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. The Meyer Burger Technology Ltd shares have not
been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be
offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain
exceptions, the Meyer Burger Technology Ltd shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public
offer of these securities in the United States.
The Meyer Burger Technology Ltd shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Meyer Burger Technology Ltd shares or the accuracy or
adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United
Kingdom.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC, as amended, (together with any
applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State representing legal entities which are
authorised or regulated to operate in the financial markets, or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities and legal entities qualifying as qualified
investors within the meaning of the Prospectus Directive.
In Australia, this document is for distribution only to "sophisticated investors" or "professional investors" (within the meaning of section 708(8) and section 708(11), respectively, of the
Corporations Act 2001 (Cth) (Corporations Act)). Any person or entity receiving this document represents and warrants that if it is in Australia it is a either a professional or sophisticated
investor and that it will not distribute this document to any other person. This document does not constitute an offer, or an invitation to purchase or subscribe for the securities offered by this
document except to the extent that such an offer or invitation would be permitted under Chapter 6D of the Corporations Act without the need for a lodged disclosure document. This report does
not take into account your particular investment objectives, financial situation or needs. Before making an investment in securities of Meyer Burger Technology Ltd, you should consider whether
such an investment is appropriate to your particular investment objectives, financial circumstances and needs, and consult an investment adviser if necessary.