HISTORY AND CORPORATE STRUCTURE

Transcription

1 OUR HISTORY AND DEVELOPMENT 3rd Sch(21) The Ghisolfi Group was founded in 1953 by its current chairman, Mr. Vittorio Ghisolfi. During his long career in the Ghisolfi Group, Mr. Vittorio Ghisolfi has also been a member of various Italian industry associations, including Federchimica (the Italian national organization of chemical industry companies) and Confindustria (the Italian national organization of manufacturing and services companies), and was awarded the Italian honorary title Cavaliere del Lavoro (the order of merit for labor) in Since its foundation, the Ghisolfi Group has developed its capabilities in the conversion of polymers into plastic containers (particularly bottles) as well as in servicing large international brand owners such as Unilever, Danone and Nestlé. PET was patented in 1941 by two British chemists, and was commercialized for use in packaging applications starting in the early 1980s. Capitalizing on its 30 years of experience in plastic conversion technology and its understanding of brand owners requirements, the Ghisolfi Group realized the packaging potential of polyester and adapted the chemistry and process technology of this polymer to serve the plastic application needs of mineral water packaging. The Ghisolfi Group has continued to develop through both organic growth and acquisitions, and has been able to maintain a leading position in the industry due to its long experience in plastic processing as well as a deep understanding of the needs of both consumer brand companies, or brand owners, and companies that convert PET into containers, or converters. See Business Key Businesses PET Division Customers. We carried out the Reorganization of our Group, further described below under Reorganization of the Group. The purposes of the Reorganization were to reduce intra-group financial relationships, reduce income volatility resulting from foreign exchange fluctuations, focus on our core businesses and improve our communication, governance and internal control. Key Events in our Group s History A1A29(2) The key milestones in the history and development of our Group are set out below: 1953 Mossi & Ghisolfi was founded in Tortona, Italy by Vittorio Ghisolfi, and began operations in the plastic processing industry Construction of one of the world s then-largest PET plants in Anagni, Italy (nominal capacity 50 kmt/year) by an affiliate in the Ghisolfi Group Establishment of joint venture with Shell for the manufacture of PET resin Agreement with Marubeni for the manufacture of PET resin and pre-forms for PepsiCo in Europe Acquisition of Shell s global PET business, with assets in, inter alia, Italy, Mexico and the United States for approximately US$255 million (C= million) (based on a multiple of EBITDA) in order to expand internationally as a PET producer Acquisition of Rhodia SA ( Rhodia ) s Brazilian PET business for US$195 million (C= million) (based on a multiple of EBITDA) in order to enter the fast growing Brazilian market. 83

2 2003 Construction of the world s then-largest PET plant in Altamira, Mexico (single line nominal capacity 490 kmt/year) Acquisition of the engineering company Chemtex from Mitsubishi Corporation for US$20 million (C= 14.8 million) (based on a multiple of EBITDA) in order to acquire in house engineering capabilities and experience in the construction of large PET plants. Chemtex was founded as Rayon Consultants in 1947 and acquired by Mitsubishi Corporation in Construction of the world s largest PET plant in Suape, Brazil (nominal capacity 650 kmt/year) Divestiture of our Group s European assets, consisting of two lines (one of which converted to non-pet production) located in Patrica, Italy, which were sold to M&G Finanziaria S.r.l Commencement of upstream integration into PTA-MEG production, through the planned construction of the world s largest PTA-PET plant in the United States (expected nominal capacity 1,300 kmt/year of PTA and 1,100 kmt/year of PET) and the planned construction of a bio-meg project in China with expected nominal capacity of 220 kmt/year. Ownership M&G Chemicals, our Company, is a holding company incorporated in Luxembourg on January 29, M&G Chemicals has been a wholly-owned subsidiary of M&G Finanziaria S.r.l., which is controlled by members of the Ghisolfi Family (Anna Ghisolfi, Guido Ghisolfi, Marco Ghisolfi and Vittorio Ghisolfi). A1A5 LR8.02 M&G Finanziaria S.r.l. is also the holding company for various other companies which do not form part of our Group, the most important of which are Biochemtex, which is involved in bio-ethanol projects and bio projects outside the polyester chain, and the licensing of MOGHI technology outside of the polyester chain; Beta Renewables, which is principally involved in the licensing of PROESA technology; M&G Polimeri Italia S.p.A. ( M&G Polimeri Italia ), which is principally involved in the production of biodegradable polymers for supermarket bag applications; and M&G Fibras e Resinas Ltda., which is principally involved in the production of polyester fiber for textile applications. Please see Relationship with our Controlling Shareholders and, for more information concerning connected transactions with these and other affiliates, Connected Transactions. Major acquisitions and disposals during the three years ended December 31, 2012 and six months ended June 30, 2013 Sale of European PET operations On December 31, 2010, we divested our European-based PET operations, selling M&G Polimeri Italia and thereby disposing of our two lines (each of 100 kmt/yr nominal capacity) at our Patrica plant in Italy to M&G Finanziaria S.r.l. for a total consideration of C= million (of which C= 25 million was paid on December 31, 2010, and the remaining amount in 2011). All relevant approvals for this transaction from the relevant authorities were obtained. The Patrica plant was sold as part of the initial process of rationalization of our Group s activities, as further discussed under Reorganization of the Group Purposes of Reorganization Focus on core businesses, below. One 84

3 of the production lines at the Patrica plant had been discontinued in order to convert it to the production of a biodegradable polymer for manufacture of shopping bags, and it is expected that the second line will also be converted by 2016 or alternatively discontinued, after which M&G Polimeri Italia will no longer be engaged in the production of PET. Reorganization of the Group 3rd Sch(29) Steps of Reorganization Initially, M&G Finanziaria S.r.l. held of the shares of Chemtex Global S.à r.l. ( Chemtex Global ) and Mossi & Ghisolfi International S.A. ( M&G International S.A. ), which each in turn held various Group companies. We carried out the Reorganization of our Group. The Reorganization was carried out through these main steps in the following order: (1) The Brazilian holding company, M&G Resinas Participações Ltda., and its controlled company M&G Poliéster S.A. each underwent a splitting of equity by means of partial spin-off transactions, resulting in the formation of (i) M&G Fibras e Participações Ltda. ( New M&G Resinas Participações Ltda. ) held as to 84.5% by M&G International S.A., and (ii) M&G Fibras Holding S.A. ( New M&G Poliéster S.A. ) held as to 74.88% by New M&G Resinas Participações Ltda., 22.22% by M&G International S.A. and 2.9% by other minority shareholders who are market investors, which hold of the shares of M&G Fibras e Resinas Ltda., which in turn owns all of the shares of M&G Fibras Brasil S.A. (both of which are engaged in the fiber business). The partial spin-off transactions became effective immediately upon the approval at the general meetings of shareholders of M&G Resinas Participações Ltda. and M&G Poliéster S.A., respectively, and the completion thereof took effect 60 days after such general meetings. The spun-off Brazilian fiber businesses were then sold by M&G International S.A. to M&G Finanziaria S.r.l. by a sale of shares of New M&G Resinas Participações Ltda. and New M&G Poliéster S.A. in exchange for a note/cash from M&G Finanziaria S.r.l. The price for the share sale was determined by an independent fair market value appraisal and a report was provided to support such purchase price. Completion of the sale of the spun-off Brazilian fiber business to M&G Finanziaria S.r.l. took effect after the execution of the relevant share purchase agreement and the subsequent transfer of the ownership title of the shares. (2) Upon completion of the steps referred to in (1) above, M&G Finanziaria S.r.l. sold Chemtex Global to M&G International S.A. at a consideration of C= 160 million, which was based on the value assessment report prepared by KPMG on April 10, 2013 in respect of the valuation as at December 31, The disposal was made due to a reorganization strategy for business reasons in connection with our Group s investment strategy in China. The purchase price was offset against cancelation of the existing debt owed by M&G Finanziaria S.r.l. to M&G International S.A. in the same amount of C= 160 million. Upon completion of the sale, M&G International S.A. became a shareholder of all the shares of Chemtex Global. Completion of the sale took effect on the date when the relevant share purchase agreement was executed. 85

4 (3) Upon completion of the sale referred to in (2) above, M&G International S.A. was merged into Chemtex Global to form M&G International S.à r.l. The merger entailed (i) the dissolution without liquidation of M&G International S.A. and the cancelation of all the shares in M&G International S.A., (ii) the universal transfer of the assets and liabilities of M&G International S.A. to Chemtex Global and (iii) an issuance of 85,104 shares of M&G International S.à r.l. with a nominal value of C= 1,000 each to M&G Finanziaria S.r.l. under the capital increase made pursuant to the merger, which was made as a consideration of the transfer of all the assets and liabilities of M&G International S.A. to Chemtex Global under the merger. The reason for the merger was to categorize all the operating entities involved in PET both in terms of production and engineering under the same holding company. Completion of the merger took effect at the time of the approval of the merger proposal at the general meetings of shareholders of Chemtex Global and M&G International S.A. (4) Upon completion of the merger referred to in (3) above, M&G Finanziaria S.r.l. contributed all the shares in M&G International S.à r.l. to our Company and received as consideration new Shares of our Company. The consideration for such contribution was determined based on an appraisal of the contributed assets, and such number of Shares were issued by our Company to M&G Finanziaria S.r.l. Following this step, M&G International S.à r.l. is held directly by our Company and our Company is the new holding company of the various Group companies. Completion of the contribution of all the shares in M&G International S.à r.l. by M&G Finanziaria S.r.l. to our Company took effect on September 30, 2013, after the approval of such contribution at the general meeting of the sole shareholder of our Company. 3rd Sch(11) Purposes of Reorganization Reduction in intra-group financial relationships The loan agreement dated September 1, 2011 (the Intercompany Loan ) between M&G International S.A. and its subsidiaries and M&G Finanziaria S.r.l. was repaid by M&G Finanziaria S.r.l. as a result of the Reorganization, through the following main steps. The Intercompany Loan to M&G Finanziaria S.r.l. is included as a non-current financial asset in the form of the Group Non-current financial receivables on our consolidated balance sheet. The amount of the Intercompany Loan was C= million as at June 30, In December 2012, Chemtex Global acquired from M&G Finanziaria S.r.l. certain undated securities (the Undated Securities ) that had been issued by a subsidiary of M&G International S.A. in The Undated Securities, at the time of acquisition in December 2012, had a nominal value of C= million and C= 46.3 million in accrued interest. The consideration for the Undated Securities was recorded as a loan from M&G Finanziaria S.r.l. in the amount of C= million, and was determined based on a valuation performed by an independent third-party advisor. Such valuation contemplated several probability-weighted scenarios regarding timing of payment of interest and took into account that at the time of the repurchase, market interest rates of similar securities were higher than those included in the terms and conditions of the Undated Securities. This loan from M&G Finanziaria S.r.l. to our subsidiary Chemtex Global is included as a non-current financial liability in the form of the Group Loan payable on our consolidated balance sheet as at June 30, As a result of the acquisition of the Undated Securities in 2012, we recognized a non-recurring gain on purchase of Undated Securities, representing the difference between the value of the C= million in consideration as compared to the nominal value and accrued interest on the Undated Securities. See 86

5 Financial Information Management s Discussion and Analysis of Financial Condition and Results of Operations Year ended December 31, 2012 compared with year ended December 31, Also in December 2012, an amount equal to C= 31.7 million owed by Chemtex Global to M&G Finanziaria S.r.l. under an existing cash pooling agreement was capitalized by the issuance of 31,700 shares of Chemtex Global, par value C= 1,000 each, to M&G Finanziaria S.r.l., effectively canceling this portion of the cash pooling arrangement. The Intercompany Loan was settled during the course of the Reorganization and in full on September 30, 2013, in consideration for the cancelation of the C= million Group Loan payable we owed to M&G Finanziaria S.r.l., the C= million purchase price of Chemtex Global and cash of C= 104 million. During the three years ended December 31, 2012 and six months ended June 30, 2013, we earned Group Interest income on the Intercompany Loan to M&G Finanziaria S.r.l. or on other loans to affiliates of M&G Finanziaria S.r.l. in the amount of C= 1.0 million in 2010, C= 9.9 million in 2011, C= 8.7 million in 2012 and C= 10.6 million during the six months ended June 30, As a result of the repayment in full of the Intercompany Loan as part of the Reorganization, we expect this Group Interest income will cease going forward. Reduction in income volatility resulting from foreign exchange fluctuations In the first half of 2012, the Intercompany Loan between M&G International S.A. and M&G Finanziaria S.r.l. was redenominated from euros into United States dollars, in order to better balance the foreign exchange position of M&G International S.A. and reduce the impact of foreign exchange fluctuations on the volatility of net income. As a result of this redenomination, foreign exchange loss arising from the Intercompany Loan declined from C= 19.9 million in 2011 to C= 7.5 million in Focus on core businesses Starting in 2008, our Group had begun a process of rationalization of its activities and investments to focus on its core businesses, PET and engineering. Chemtex Global sold its packaging business in 2009, while between 2009 and 2011 the Italian subsidiaries of Chemtex Global (Biochemtex) and of M&G International S.A. (M&G Polimeri Italia), which had started diversifying into activities not included in our Group s core businesses (bio-ethanol and biodegradable polymers, respectively), have exited the Group. See Relationship with our Controlling Shareholders for a description of the businesses which have been excluded from our Group. As part of the Reorganization, on January 29, 2013, M&G Finanziaria S.r.l. created a new holding company, our Company, which became the holding company for our core businesses through the following steps: (i) On August 19, 2013, M&G International S.A. acquired Chemtex Global from M&G Finanziaria S.r.l. for a total consideration of C= 160 million, which was offset against the repayment of a portion of Intercompany Loan as described in Reduction in intra-group financial relationships above. (ii) On August 28, 2013, M&G International S.A. was merged into Chemtex Global to form M&G International S.à r.l. 87

6 (iii) On September 30, 2013, M&G Finanziaria S.r.l. contributed M&G International S.à r.l. to our Company and received as consideration 436,750,000 new Shares of our Company of C= 1.00 each. 3rd Sch(11) As part of the Reorganization, prior to the date of this document, the Brazilian subsidiary of M&G International S.A. sold its fiber business to M&G Finanziaria S.r.l. The financial information relating to the fiber business has been carved out from the combined financial information for the three years ended December 2012 and six months ended June 30, The transaction was carried out at a sale price of two euros, as confirmed by an external appraiser. Improved communication, governance and internal control In 2010 we adopted IFRS accounting principles for all our subsidiaries and for our combined accounts, to facilitate communication with the financial community. On November 14, 2013 we established three Board committees: an audit committee, a remuneration committee and a nomination committee. Our audit committee was established with written terms of reference in compliance with certain rules and regulations. The primary responsibilities of our audit committee are to supervise our internal control, financial information disclosure and financial reporting matters. Our remuneration committee was established with written terms of reference in compliance with certain rules and regulations. The primary responsibilities of our remuneration committee include, among others, the determination and implementation of all Directors and senior management remuneration policies. Our nomination committee was established with written terms of reference in compliance with certain rules and regulations to make recommendations to our Board on the appointment and re-appointment of Directors and review the structure, size and composition of our Board. Group Structure 3rd Sch(29) We operate our Group through several holding companies which hold the relevant assets in each jurisdiction in which we operate, and for each business line (PET and Engineering). Principal Subsidiaries A1A29(1) (1) M&G International S.à r.l. Following the merger of Chemtex Global and M&G International S.A. as part of the Reorganization, on August 28, 2013, M&G International S.à r.l. is now the holding company for all the operating entities involved in PET both in terms of production and engineering. M&G International S.à r.l. is a wholly-owned subsidiary of our Company. (2) M&G USA Corporation M&G USA Corporation is owned 87.7% by M&G International S.à r.l. and 12.3% by SIMEST. It is the holding company for our United States PET subsidiaries. 88

7 (3) M&G Polymers USA, LLC M&G Polymers USA, LLC is a wholly-owned subsidiary of M&G USA Corporation. It is the owner of our Apple Grove plant in West Virginia, United States. (4) M&G Resins USA, LLC M&G Resins USA, LLC is a wholly-owned subsidiary of M&G USA Corporation. It is the owner of the land on which our Corpus Christi plant will be built. (5) Chemtex International Inc. Chemtex International Inc. is a wholly-owned subsidiary of M&G International S.à r.l. Its primary business includes project solutions for the fibers, polymers, energy-related and chemical industries for projects in the United States and internationally, including extensive technology transfer expertise in different countries, conceptual and feasibility studies and front-end engineering, basic engineering, full engineering, procurement and construction ( EPC )/engineering, procurement and construction management ( EPCM ) capability and experience, global project execution experience and global strategic sourcing. (6) M&G México Holding, S.A. de C.V. M&G México Holding, S.A. de C.V. is owned 99% by M&G USA Holding, LLC and 1% by M&G USA Corporation. It is the holding company for our Mexican PET subsidiaries. (7) M&G Polímeros México, S.A. de C.V. M&G Polímeros México, S.A. de C.V. is owned by M&G México Holding, S.A. de C.V. less one share, which is owned by Servicios Tamaulipas, S.A. de C.V. It is the owner of our plant in Altamira, Mexico. (8) M&G Poliéster S.A. M&G Poliéster S.A. is owned 74.88% by M&G Resinas Participações Ltda., 22.22% by M&G International S.à r.l. and 2.9% by other minority shareholders who are market investors. It is a holding company and the sole shareholder of M&G Polímeros Brasil S.A. (9) M&G Resinas Participações Ltda. M&G Resinas Participações Ltda. is owned 89.98% by M&G International S.à r.l. and 10.02% by SIMEST. It is the holding company of our Brazilian subsidiaries. (10) M&G Polímeros Brasil S.A. M&G Polímeros Brasil S.A. is a wholly-owned subsidiary of M&G Poliéster S.A. It is the holder of a long-term lease to the plant in Suape, Brazil. 89

8 (11) Chemtex Consulting of India Private Limited Chemtex Consulting of India Private Limited is a wholly-owned subsidiary of M&G International S.à r.l. Its primary business includes project and engineering solutions for the onshore oil and gas, petrochemical, chemical, bio-fuel and energy-related industries for projects in India and internationally, including: cost-effective detailed engineering services, global sourcing capability, project management, construction management, plant relocation experience and full EPC/EPCM capabilities. (12) Chemtex (Shanghai) Chemical Engineering Co., Ltd. Chemtex (Shanghai) Chemical Engineering Co., Ltd. is a wholly-owned subsidiary of Chemtex International Inc. Its primary business includes project solutions for the petrochemical, chemical, fibers, LNG and energy-related industries for projects in China and internationally, including: authority approval services, feasibility studies, technology transfer expertise, basic engineering capabilities, global strategic sourcing, detailed engineering (CDI) management, construction management and EPC/EPCM capabilities. (13) Chemtex (Shanghai) International Trading Co., Ltd. Chemtex (Shanghai) International Trading Co., Ltd. is a wholly-owned subsidiary of Chemtex International Inc. It provides engineering services in China. 90

9 The Group structure immediately prior to the implementation of the Reorganization, is as set out in the diagram below (unless otherwise specified, each subsidiary is owned by its parent): Mr. Marco GHISOLFI Mr. Guido GHISOLFI Ms. Anna GHISOLFI Mr. Vittorio GHISOLFI Mossi & Ghisolfi S.p.A. (own shares) 29.56% 29.56% 29.56% 1.32% 10% Mossi & Ghisolfi S.p.A. (Italy) M&G Finanziaria S.r.l. (Italy) Our Company Tereftálicos Indústrias Participações Ltda. (9) M&G International S.A. (Luxembourg) Chemtex Global S.à r.l. (Luxembourg) 87.7% 10 0% M&G Services S.A. (Luxembourg) M&G Finance Luxembourg S.A. (Luxembourg) M&G USA Holding, LLC M&G USA Corporation (4) (Delaware-USA) Chemtex Consulting of India Private Limited (India) 30% 89.98% 99% 1% Benesi (Shenyang) Polysilicon Co. Ltd. (1) (China) M&G Resinas Participações Ltda. (7) M&Ghisolfi de México, S.A. de C.V. (Mexico) M&G Polymers USA, LLC 74.88% 22.22% 99% 1% Chemtex International Inc. M&G Poliéster S.A. (8) M&G México Holding, S.A. de C.V. (Mexico) M&G Finance Corporation Indo American Investments Inc. Chemtex Far East, Ltd. M&G Fibras e Resinas Ltda. 49% 51% M&G Polímeros México, S.A. de C.V. (5) (Mexico) Chemtex Engineering of India Private Limited (India) (2) M&G Resins USA, LLC Chemtex Engineering Co. Ltd. (China) M&G Fibras Brasil S.A. Servicios Tamaulipas, S.A. de C.V. (6) (Mexico) Chemtex Global Engineers Private Limited (2)(3) (India) M&G Polímeros Brasil S.A. 51% Chemtex (Shanghai) Chemical Engineering Co., Ltd. (China) 49% Tereftálicos Indústrias Químicas Ltda. Chemtex (Shanghai) International Trading Co., Ltd. (China) Notes: (1) Benesi (Shenyang) Polysilicon Co. Ltd. is not a wholly owned subsidiary of our Group, but an associate. The Independent Third Party minority shareholder in Benesi (Shenyang) Polysilicon Co. Ltd. is Dandong Shuangyi Silicon Co. Ltd. (70% ownership interest). (2) Company is dormant. (3) Chemtex Global Engineers Private Limited is held as to 999,999 shares by Chemtex Engineering of India Private Limited and 1 share by Mr. Jimmy Spencer (an Independent Third Party). (4) M&G USA Corporation is not a wholly owned subsidiary of our Group. The Independent Third Party minority shareholder in M&G USA Corporation is SIMEST (12.3% ownership interest). (5) M&G Polímeros México, S.A. de C.V. is held as to 1,195,547,754 shares and 1 share by M&G México Holding, S.A. de C.V. and Servicios Tamaulipas, S.A. de C.V., respectively. (6) Servicios Tamaulipas, S.A. de C.V. is held as to 52,999 shares and 1 share by M&G México Holding, S.A. de C.V. and M&G Polímeros México, S.A. de C.V., respectively. (7) M&G Resinas Participações Ltda. is not a wholly owned subsidiary of our Group. The Independent Third Party minority shareholder in M&G Resinas Participações Ltda. is SIMEST (10.02% ownership interest). (8) M&G Poliéster S.A. is not a wholly owned subsidiary of our Group. The Independent Third Party minority shareholders in M&G Poliéster S.A. are Brazilian stock exchange investors (combined 2.9% ownership interest). (9) Tereftálicos Indústrias Participações Ltda. is held as to 49,864,954 shares by M&G Finanziaria S.r.l. and 1 share by M&G Resinas Participações Ltda. A1A28(2) 91

10 Immediately following the completion of the Reorganization, the structure of the Group is as set out in the diagram below (unless otherwise specified, each subsidiary is owned by its parent): Mr. Marco GHISOLFI Mr. Guido GHISOLFI Ms. Anna GHISOLFI Mr. Vittorio GHISOLFI Mossi & Ghisolfi S.p.A. (own shares) 29.56% 29.56% 29.56% 1.32% 10% Mossi & Ghisolfi S.p.A. (Italy) M&G Finanziaria S.r.l. (Italy) Our Company Tereftálicos Indústrias Participações Ltda. M&G International S.à r.l. (Luxembourg) 89.98% 87.7% M&G Resinas Participações Ltda. (7) M&G Services S.A. (Luxembourg) M&G Finance Luxembourg S.A. (Luxembourg) Chemtex Consulting of India Private Limited (India) M&G USA Holding, LLC M&G USA Corporation (1) (Delaware - USA) 30% 99% 1% 74.88% 22.22% Benesi (Shenyang) Polysilicon Co. Ltd. (4) (China) M&Ghisolfi de México, S.A. de C.V. (Mexico) M&G Polymers USA, LLC M&G Poliéster S.A. (8) 99% 1% Chemtex International Inc. Chemtex Far East, Ltd. M&G México Holding, S.A. de C.V. (Mexico) M&G Finance Corporation M&G Polímeros Brasil S.A. Indo American Investments Inc. 49% 51% M&G Polímeros México, S.A. de C.V. (2) (Mexico) M&G Resins USA, LLC 49% Chemtex Engineering Co. Ltd. (China) Tereftálicos Indústrias Químicas Ltda. 51% Chemtex Engineering of India Private Limited (India) (5) Servicios Tamaulipas, S.A. de C.V. (3) (Mexico) Chemtex Global Engineers Private Limited (5)(6) (India) Chemtex (Shanghai) Chemical Engineering Co., Ltd. (China) Chemtex (Shanghai) International Trading Co., Ltd. (China) Notes: (1) M&G USA Corporation is not a wholly owned subsidiary of our Group. The Independent Third Party minority shareholder in M&G USA Corporation is SIMEST (12.3% ownership interest). (2) M&G Polímeros México, S.A. de C.V. is held as to 1,195,547,754 shares and 1 share by M&G México Holding, S.A. de C.V. and Servicios Tamaulipas, S.A. de C.V., respectively. (3) Servicios Tamaulipas, S.A. de C.V. is held as to 52,999 shares and 1 share by M&G México Holding, S.A. de C.V. and M&G Polímeros México, S.A. de C.V., respectively. (4) Benesi (Shenyang) Polysilicon Co. Ltd. is not a wholly owned subsidiary of our Group, but an associate. The Independent Third Party minority shareholder in Benesi (Shenyang) Polysilicon Co. Ltd. is Dandong Shuangyi Silicon Co. Ltd. (70% ownership interest). (5) Company is dormant. (6) Chemtex Global Engineers Private Limited is held as to 999,999 shares by Chemtex Engineering of India Private Limited and 1 share by Mr. Jimmy Spencer (an Independent Third Party). (7) M&G Resinas Participações Ltda. is not a wholly owned subsidiary of our Group. The Independent Third Party minority shareholder in M&G Resinas Participações Ltda. is SIMEST (10.02% ownership interest). (8) M&G Poliéster S.A. is not a wholly owned subsidiary of our Group. The Independent Third Party minority shareholders in M&G Poliéster S.A. are Brazilian stock exchange investors (combined 2.9% ownership interest). A1A28(2) 92

11 The Reorganization was legally and properly completed and complies with the relevant laws and regulations of the relevant jurisdictions and is not subject to any outstanding governmental, regulatory or shareholder s approval. The Reorganization is considered to represent a business combination under the same control of M&G Finanziaria S.r.l. before and after the Reorganization. As set out in Note 2.1 to Section II of the Accountants Report which is set out in Appendix I to this document, the financial information included therein is prepared on a combined basis. 93