MERGER-ABSORPTION OF VL FINANCE BY SARTORIUS STEDIM BIOTECH APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS OF SARTORIUS STEDIM BIOTECH TO THE COMBINED SHAREHOLDERS MEETING OF 5 APRIL 2016 APPENDIX TO THE REPORT OF THE CHAIRMAN TO THE SOLE SHAREHOLDER OF VL FINANCE FOR PURPOSES OF THE DECISIONS TO BE TAKEN BY THE SOLE SHAREHOLDER ON 5 APRIL 2016 Visa from the Autorité des marchés financiers In accordance with its General Regulation (Règlement Général), in particular article 212-34, the AMF (Autorité des Marchés Financiers) (the AMF ) registered the French version of the present document under registration number E.16-008 on 14 March 2016. This document has been prepared by the issuer under the responsibility of its signatories. The registration number has been granted, in accordance with article L. 621-8-1-I of the French Monetary and Financial code (Code monétaire et financier), after the AMF verified that the document is complete and clear and that the information it contains is coherent. It does not imply that the AMF approves the transaction or that it has verified the accounting and financial information set forth therein. It certifies that the information provided for in this document is consistent with the regulatory requirements for the later admission to trading on the regulated market of Euronext Paris of the new shares that, subject to the approval by the general shareholders meeting of SARTORIUS STEDIM BIOTECH and of the sole shareholder of VL FINANCE, will be issued as consideration for the contributed assets. The notice of contemplated merger has been published in the Bulletin des annonces légales obligatoires on 26 February 2016. The convening notice of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH has been published in the Bulletin des annonces légales obligatoires on 29 February 2016. This document incorporates by reference the reference document of SARTORIUS STEDIM BIOTECH filed with the AMF on 25 February 2016 under number D. 16-0078 (the Reference Document of SARTORIUS STEDIM BIOTECH ). This document is made available, free of charge to the shareholders, at the registered offices of the companies SARTORIUS STEDIM BIOTECH (Zone Industrielle les Paluds Avenue de Jouques, 13400 Aubagne) and VL FINANCE (Zone Industrielle les Paluds Avenue de Jouques, 13400 Aubagne), as well as on the website of SARTORIUS STEDIM BIOTECH (www.sartorius-france.fr/fr/) and that of the AMF (www.amf-france.org).
TABLE OF CONTENTS 1 1.1 1.1.1 1.1.2 1.1.3 RESPONSIBILITY FOR THE DOCUMENT... 18 For SARTORIUS STEDIM BIOTECH... 18 Person responsible for the document... 18 Statement by the person responsible for the document... 18 Responsibility for auditing the accounts... 18 1.1.3.1 Principal statutory auditors... 18 1.1.3.2 Alternate statutory auditors... 19 1.2 1.2.1 1.2.2 1.2.3 For VL FINANCE... 19 Person responsible for the document... 19 Statement by the person responsible for the document... 19 Responsibility for auditing the accounts... 19 1.2.3.1 Principal statutory auditor... 19 1.2.3.2 Alternate statutory auditor... 20 2 2.1 2.1.1 INFORMATION ABOUT THE TRANSACTION AND ITS CONSEQUENCES... 21 Economic aspects of the Merger... 21 Pre-existing relationships between SARTORIUS STEDIM BIOTECH and VL FINANCE... 21 2.1.1.1 Shareholding relationship... 21 2.1.1.2 Legal and economic relationships... 21 2.1.2 Rationale and objectives of the Merger Interests of the transaction for SARTORIUS STEDIM BIOTECH and for the shareholders of SARTORIUS STEDIM BIOTECH and of VL FINANCE... 22 2.1.2.1 Interests of the transaction for SARTORIUS STEDIM BIOTECH... 22 2.1.2.2 Interests of the transaction for the shareholders of SARTORIUS STEDIM BIOTECH and VL FINANCE... 22 2.2 2.2.1 Legal aspects of the transaction... 22 The transaction itself... 22 2.2.1.1 Date of execution of the merger agreement... 22 2.2.1.2 Date of statement of the accounts used to determine the valuation of the Merger... 22 2.2.1.3 Conditions precedent Completion date and effective date of the merger... 23 2.2.1.4 Effective date of the Merger from a tax and accounting perspective... 23 2.2.1.5 Date of the meeting of the corporate bodies having approved the Merger... 23 2.2.1.6 Date of filing of the draft merger agreement with the bailiff of the commercial court... 23 2.2.1.7 Merger s tax regime... 23 2.2.1.8 Winding-up of the absorbed company... 24 2.2.2 Scrutiny of the Merger... 24 2
2.2.2.1 Date of the shareholders meeting and of the decisions of the sole shareholder due to approve the Merger... 24 2.2.2.2 Merger auditor... 24 2.2.2.3 Experts appointed by the Commercial court... 24 2.2.2.4 Specific mission granted by the AMF to the statutory auditors... 24 2.2.3 Remuneration of contributions... 24 2.2.3.1 Share capital increase... 24 2.2.3.2 Share Capital Decrease... 25 2.2.3.3 Share Split... 25 2.3 2.3.1 Recording of the contributions in the absorbing company s accounts... 26 Description and evaluation of contributed assets and assumed liabilities... 26 2.3.1.1 Contributed assets... 26 2.3.1.2 Assumed liabilities... 27 2.3.1.3 Net contributed assets... 27 2.3.1.4 Off-balance sheet commitments... 27 2.3.2 2.3.3 2.3.4 2.4 2.4.1 Revised valuation and adjustments made between the accounting and the contribution valuations... 27 Expertise... 27 Merger premium... 27 Remuneration of contributions... 28 Criteria of assessment of the exchange ratio... 28 2.4.1.1 Valuation of SARTORIUS STEDIM BIOTECH... 28 2.4.1.2 Valuation of VL FINANCE... 30 2.4.1.3 Valuation summary... 30 2.4.2 2.4.3 Proposed exchange ratio... 31 Merger auditor s reports... 31 2.4.3.1 Findings of the merger auditor on the value of contributions... 31 2.4.3.2 Findings of the merger auditor on the remuneration of contributions... 31 2.4.4 2.5 2.5.1 Fairness opinion... 32 Consequences of the Merger for the companies participating to the transaction... 32 Consequences for SARTORIUS STEDIM BIOTECH and its shareholders... 32 2.5.1.1 Impact of the Merger on SARTORIUS STEDIM BIOTECH s equity... 32 2.5.1.2 Impact of the Merger on the consolidated financial statements of SARTORIUS STEDIM BIOTECH... 33 2.5.1.3 Simplified organization chart post-merger... 34 2.5.1.4 Proposed changes in the composition of the administrative and management bodies... 34 2.5.1.5 Change in the market capitalization... 34 2.5.1.6 Impact of the Merger on the net earnings per share based on the last financial year... 35 3
2.5.1.7 New directions under consideration... 35 2.5.1.8 Short and medium-term forecasts for the business and any further restructuring, net income and dividend distribution policy... 35 2.5.2 3 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.8.1 3.8.2 3.9 3.9.1 3.9.2 3.9.3 3.9.4 3.9.5 4 5 5.1 5.1.1 5.1.2 5.1.3 5.1.4 5.1.5 5.1.6 Consequences for VL FINANCE and its sole shareholder... 35 PRESENTATION OF THE ABSORBING COMPANY: SARTORIUS STEDIM BIOTECH36 Reference Document of SARTORIUS STEDIM BIOTECH... 36 Significant events occurred since the filing of the reference document of SARTORIUS STEDIM BIOTECH... 36 Risk factors relating to the Merger... 36 Statement on net working capital... 37 Capitalization and indebtedness... 37 Interests of individuals and legal entities involved in the issuance... 38 Expenses related to the Merger... 38 Dilution... 38 Merger s impact on the Group share of consolidated net equity for the holder of 1 share of SARTORIUS STEDIM BIOTECH... 38 Merger s impact on the share of capital held by a minority shareholder holding 1 % of the share capital of SARTORIUS STEDIM BIOTECH before the Merger... 39 Additional information... 39 Merger auditor s reports... 39 Recent events... 39 Control of SARTORIUS STEDIM BIOTECH... 39 Profits forecasts for the Group SARTORIUS... 39 Evolution of the allocation of the share capital and of the voting rights of SARTORIUS STEDIM BIOTECH before and after the completion of the Merger, the Share Capital Decrease and the Share Split... 40 PRO FORMA FINANCIAL INFORMATION... 42 PRESENTATION OF THE MERGED COMPANY: VL FINANCE... 43 General information... 43 Company name and registered office... 43 Date of incorporation and duration... 43 Corporate form and applicable legislation... 43 Corporate purpose... 43 Registration number with the Registry of Trade and Companies APE code... 43 Management... 43 5.1.6.1 Names of key managers and functions in the company... 43 5.1.6.2 Remuneration and benefits in kind granted for the last financial year to members of the administrative, management and supervisory bodies by all Group s companies... 43 5.1.7 Statutory auditors... 43 4
5.1.8 5.1.9 5.2 5.2.1 Related party agreements... 43 Place where documents relating to VL FINANCE may be consulted... 43 General information relating to the share capital... 44 Amount of subscribed capital Number and classes of securities comprising the share capital Changes in share capital... 44 5.2.1.1 Amount of capital Number and classes of securities... 44 5.2.1.2 Change in share capital over 5 years... 44 5.2.2 5.2.3 5.3 5.3.1 5.3.2 5.3.3 5.3.4 5.3.5 5.4 5.4.1 5.4.2 5.4.3 5.4.4 5.5 5.6 APPENDICES: Characteristics of financial instruments giving access to capital... 44 Distribution of share capital and voting rights... 44 Information relating to VL FINANCE s activity... 44 VL FINANCE s main activities... 44 Sales revenue during the past three financial years by activity and geographic market... 44 Change in VL FINANCE s headcount and its subsidiaries during the past three financial years. 44 Main data on significant subsidiaries or sub-subsidiaries... 44 Exceptional events and litigation... 44 Financial information... 44 VL FINANCE s financial statements over the past three years and general and special statutory auditors reports... 44 Significant extracts from the appendices required to fully appreciate the data extracted from the income statement and balance sheet... 45 Table of subsidiaries and shareholdings... 45 Interim financial statements for the past six months... 45 Information relating to recent developments in VL FINANCE... 45 Further information... 45 APPENDIX 1 MERGER AUDITOR S REPORT ON THE CONTRIBUTION VALUE... APPENDIX 2 MERGER AUDITOR S REPORT ON THE REMUNERATION OF CONTRIBUTIONS... APPENDIX 3 SARTORIUS STEDIM BIOTECH S ARTICLES OF ASSOCIATION ADOPTED BY THE EXTRAORDINARY GENERAL SHAREHOLDER S MEETING HELD ON 7 APRIL 2015... APPENDIX 4 SARTORIUS STEDIM BIOTECH S ANNUAL ACCOUNTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2015, 31 DECEMBER 2014 AND 31 DECEMBER 2013... APPENDIX 5 VL FINANCE S ANNUAL ACCOUNTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2015, 31 DECEMBER 2014 AND 31 DECEMBER 2013 AND STATUTORY AUDITORS REPORTS ON THE ANNUAL ACCOUNTS... APPENDIX 6 STATUTORY AUDITOR S REPORTS OF VL FINANCE ON RELATED PARTY AGREEMENTS UNDER THE FINANCIAL YEARS ENDED 31 DECEMBER 2015, 31 DECEMBER 2014 AND 31 DECEMBER 2013... 5
APPENDIX 7 CONSOLIDATED PROFITS FORECASTS RELATING TO THE FINANCIAL YEAR ENDING ON 31 DECEMBER 2016 FOR THE SARTORIUS GROUP... APPENDIX 8 REPORT OF THE STATUTORY AUDITORS OF SARTORIUS STEDIM BIOTECH ON THE CONSOLIDATED PROFITS FORECASTS RELATING TO THE FINANCIAL YEAR ENDING ON 31 DECEMBER 2016 FOR THE SARTORIUS GROUP... 6
SUMMARY OF THE DOCUMENT French version of the document registered by the AMF under no. E.16-008 on 14 March 2016 This summary should be read as an introduction to the present document. Any decision to invest in the shares of the company SARTORIUS STEDIM BIOTECH shall be based on a detailed and exhaustive examination of the present document. Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the domestic legislation of the Member States of the European Union or of States parties to the European Economic Area, have to bear the costs of translating this document before any legal proceedings are initiated. The persons who have presented the summary, including as the case may be its translation, and have requested it be notified in compliance with article 212-41 of the General Regulation of the AMF, shall be civilly liable only to the extent that the summary is misleading, inaccurate or inconsistent with the other sections of the document. Absorbing company: SARTORIUS STEDIM BIOTECH, a joint stock company with a Board of directors and a share capital of 15,367,238, which registered office is at Zone Industrielle les Paluds Avenue de Jouques, 13400 Aubagne, registered with the Trade and Companies Register (registre du commerce et des sociétés) of Marseille under number 314 093 352 ( SARTORIUS STEDIM BIOTECH ). SARTORIUS STEDIM BIOTECH is the holding company of the group SARTORIUS STEDIM in France (the Group or the SARTORIUS Group ) where it is a leading provider of cutting-edge equipment and services for the development, quality assurance and production processes of the biopharmaceutical industry. As a holding company, SARTORIUS STEDIM BIOTECH has no activity other than the services it provides to other Group companies and the management of the real estate portfolio of the Group. Merged company: VL FINANCE, simplified joint stock company with a share capital of 4,614,710, which registered office is at Zone Industrielle les Paluds Avenue de Jouques, 13400 Aubagne, registered with the Trade and Companies Register (registre du commerce et des sociétés) of Marseille under number 377 509 112 ( VL FINANCE ). The company VL FINANCE is a holding company which activity is the management of its stake holding of 10.69% in the capital and of 12.17% of the voting rights of SARTORIUS STEDIM BIOTECH, which is its sole asset. Capital relationship: VL FINANCE directly holds 1,642,095 shares of SARTORIUS STEDIM BIOTECH representing circa 10.69% of the share capital and 12.17% of the voting rights of the company SARTORIUS STEDIM BIOTECH (based on the total number of voting rights as of 31 December 2015). Common legal representatives: Mr. Joachim Kreuzburg is the Chairman of VL FINANCE and Chairman of the Board of directors and General manager of SARTORIUS STEDIM BIOTECH since 29 June 2007. 7
Purposes of the transaction: Interests of the transaction for SARTORIUS STEDIM BIOTECH The merger by way of absorption of VL FINANCE by SARTORIUS STEDIM BIOTECH (the Merger ) is part of an internal restructuring project aiming to restructure the SARTORIUS Group to simplify its organization- and notably the holding of the Group s French affiliates - and to save operational costs. This transaction is contemplated since it appears that VL FINANCE, which sole activity is that of a holding, currently only holds a single stake in SARTORIUS STEDIM BIOTECH, making this company superfluous in the Group s organization. VL FINANCE does not have any employee and holds no trademark or patent. In addition, it has no commercial activity. All of the holding and operational activities of the SARTORIUS Group are located in SARTORIUS STEDIM BIOTECH and its subsidiaries, the latter holding all of the workforce and industrial means of the Group. Interests of the transaction for the shareholders of SARTORIUS STEDIM BIOTECH and VL FINANCE The Merger is meant to enable the company Sartorius AG, an Aktiengesellschaft company incorporated under the laws of Germany, with registered office at Weender Landstrasse 94-108, 37075 Göttingen, Germany, and registered with the Commercial Register of Göttingen under no. HR B 1970 ( SARTORIUS AG ), which is the majority shareholder of SARTORIUS STEDIM BIOTECH and the sole shareholder of VL FINANCE, to directly hold the entirety of its stake holding in SARTORIUS STEDIM BIOTECH and to suppress the operational costs of VL FINANCE. The Merger will further enable tax optimization on dividends paid to SARTORIUS AG. The Merger and the other transactions described in this document shall enable the other shareholders of SARTORIUS STEDIM BIOTECH to benefit of an increased liquidity on the financial markets. Finally, the Merger should not constitute a grouping of companies within the meaning of the IFRS 3 standard. Simplified group charts before and after the Merger, the Share Capital Decrease and the Share Split Simplified group chart before the Merger, the Share Capital Decrease and the Share Split SARTORIUS AG (1) 100% stake holding in the capital of VL FINANCE for100% of the voting rights. (2) 10.69% stake holding in the share capital of SARTORIUS STEDIM BIOTECH for circa 12.17% of the voting rights. (3) 63.58% stake holding in the share capital of SARTORIUS STEDIM BIOTECH for circa 72.39% of the voting rights. (4) 25.74% stake holding in the share capital of SARTORIUS STEDIM BIOTECH for circa 15.45% of the voting rights. 100% (1) Free float VL FINANCE (3) 63,58% 10,69% (2) 25,74% (4) SARTORIUS STEDIM BIOTECH 8
Simplified group chart after the Merger, the Share Capital Decrease and the Share Split SARTORIUS AG SARTORIUS STEDIM BIOTECH (1) 74,26% Free float 25,74% (2) (1) 74.26% of SARTORIUS STEDIM BIOTECH s capital ownership for approximately 84.55% of voting rights. (2) 25.74% of SARTORIUS STEDIM BIOTECH s capital ownership for approximately 15.45% of voting rights. Contributions valuation: Amount of contributed net assets (based on net accounting value): 4,449,850. In compliance with the provisions of article 743-1 of regulations no. 2014-03 of 5 June 2014 of the accounting regulations authority (Autorité des normes comptables), the Merger being implemented between companies under common control, the assets and liabilities contributed by VL FINANCE to SARTORIUS STEDIM BIOTECH are valuated at their net accounting value, as those appear in the annual accounts of VL FINANCE for the financial year ended 31 December 2015. The treatment of the Merger in the consolidated accounts of SARTORIUS STEDIM BIOTECH is however different, such transaction being analyzed as the acquisition of a bundle of assets accounted for at their fair value at the date of their acquisition. Shares to be issued: 1,638,222 shares of SARTORIUS STEDIM BIOTECH granted to SARTORIUS AG, sole shareholder of VL FINANCE. The shares of VL FINANCE contributed as part of the Merger having been fully paid up and held in the registered form for more than four (4) years by SARTORIUS AG, the new shares of SARTORIUS STEDIM BIOTECH which shall be allocated to SARTORIUS AG in the framework of the Merger shall, in compliance with the provisions of Article L. 225-124 of the French Commercial code and those of the articles of association of SARTORIUS STEDIM BIOTECH, benefit from a double voting right. Date of enjoyment: Enjoyment of all rights and obligations attached to holding shares (jouissance courante) as from the date of completion of the Merger. Trading: A request for the admission to trading of the new shares of SARTORIUS STEDIM BIOTECH on the regulated market of Euronext Paris (Compartment A) shall be made upon the definitive completion of the Merger. 9
Amount of the share capital increase of SARTORIUS STEDIM BIOTECH: 1,638,222. Merger premium: 2,811,628. Summary of valuation and exchange ratio: The proposed exchange ratio has been determined on the basis of a multicriteria approach carried out in compliance with valuation methodologies usual and appropriate for the contemplated transaction, while taking into account the specificities of both SARTORIUS STEDIM BIOTECH and of VL FINANCE. The main elements of this multi-criteria analysis are presented in paragraph 2.4.1.3 of this document. On the basis of the analysis described hereinabove, the proposed exchange ratio is set to 3.55 shares of SARTORIUS STEDIM BIOTECH for 1 share of VL FINANCE, i.e. for the allocation of a whole number of shares without any fractional shares (rompus) being issued, 71 shares of SARTORIUS STEDIM BIOTECH for 20 share of VL FINANCE, being specified that the sole shareholder of VL FINANCE shall assume all fractional shares (rompus). Share capital of SARTORIUS STEDIM BIOTECH after the Merger: Cancelation of treasury shares: 17,005,460. Amongst the assets contributed by VL FINANCE to SARTORIUS STEDIM BIOTECH as part of the Merger contemplated herein, are 1,642,095 shares of SARTORIUS STEDIM BIOTECH. As a result of the Merger, SARTORIUS STEDIM BIOTECH would hold on the completion date of the Merger 1,642,095 treasury shares, with a 1 par value each. The Combined shareholders meeting of SARTORIUS STEDIM BIOTECH called to approve the Merger should also vote on the cancelation of all such treasury shares as held by SARTORIUS STEDIM BIOTECH upon completion of the Merger, to allow a share capital decrease of SARTORIUS STEDIM BIOTECH not caused by losses in the nominal amount of 1,642,095, being the aggregate par value of such treasury shares to be cancelled (the Share Capital Decrease ). With regard to the Share Capital Decrease, the difference between the amount of the contribution value of the shares cancelled ( 4,485,395) in the accounts of VL FINANCE, the absorbed company, and their total par value ( 1,642,095), i.e. an amount of 2,843,300, shall be deducted from the merger premium account up to 2,811,628 and on the carry forward account up-to 31,672. Share capital of 15,363,365. 10
SARTORIUS STEDIM BIOTECH after the Merger and the Share Capital Decrease: Dilution: Merger s impact on the group share of consolidated net equity for the holder of 1 share of SARTORIUS STEDIM BIOTECH: (Calculation made regarding the situation prior to completion of the Merger, based on the group share net equity reported in the consolidated accounts as of 31 December 2015, and, as to the situation post-merger and Share Capital Decrease, on the basis of the net equity mentioned in paragraph 2.5.1.1 hereinafter). Portion of the Group share consolidated net equity ( ) On a non-diluted basis (1) Situation pre-merger 5.2465 Situation post-merger and Share Capital Decrease 5.2455 (1) As of 31 December 2015 and as of the date of this document, SARTORIUS STEDIM BIOTECH holds no treasury share and no dilutive instrument is outstanding. Dilution: Merger s impact on the share of capital held by a minority shareholder holding 1 % of the share capital of SARTORIUS STEDIM BIOTECH before the Merger: (Calculation made on the basis of the number of shares at the date of registration of this document). Stake holding of the shareholder (%) On a non-diluted basis (1) Situation pre-merger 1.00 Situation post-merger and Share Capital Decrease 0.9997 (1) As of 31 December 2015 and as of the date of this document, SARTORIUS STEDIM BIOTECH holds no treasury share and no dilutive instrument is outstanding. Control of SARTORIUS STEDIM BIOTECH: Once the Merger will be completed, SARTORIUS STEDIM BIOTECH will remain controlled by the company SARTORIUS AG within the meaning of control given by article L. 233-3 of the French Commercial code. Upon completion of the Merger, SARTORIUS AG will cross upwards the threshold of two-third (2/3) of the share capital of SARTORIUS STEDIM BIOTECH and shall file, prior to the closing of the fourth trading day following the completion of the Merger, a thresholds crossing declaration with the Autorité des Marchés Financiers ( AMF ). 11
Conditions precedent: The Merger is subject to the fulfillment of the following conditions precedent: - registration of this document by the AMF; - approval by SARTORIUS AG, sole shareholder of VL FINANCE, of the Merger and of the early winding-up without liquidation of VL FINANCE; - approval by the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH: of the Merger and of the correlative share capital increase; and of the Share Capital Decrease following the Merger. The draft merger agreement provides that if these conditions precedent are not met by 30 June 2016 at the latest, and unless such deadline is extended, the contemplated Merger shall be regarded as null and void, without any right to indemnity for either party. Completion Date of the Merger: Subject to the above-mentioned conditions precedent being met, the Merger shall legally be definitely completed at the end of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH convened on 5 April 2016 notably to the effect of deciding on the Merger (the Completion Date ). Effective date of the Merger: Retroactive effect as of 1 st January 2016. Merger auditor: Mrs. Christine BLANC PATIN - Certified accountant - statutory auditor, associated chairman and shareholder of the audit and advisory company CBP Audit & Associés, 2 boulevard de Gabès, 13008 Marseille, trade and companies register of Marseille number 515 125 342, has been appointed as merger auditor by order of the President of the Commercial court of Marseille on 7 January 2016. The reports of the merger auditor on the valuation of the contributions and their remuneration have been appended in Appendices 1 and 2, respectively, to this document. The summary and the conclusions of the report on the valuation of contributions are as follows: As a result of our work, and at the date of this report, we are of the opinion that the retained value of the contributions in an amount of 4,449,850 is not over-valued an, as a consequence, that the contributed net asset is at least equal to the amount of the share capital increase of the absorbing company. The conclusion of the report on the remuneration of the contributions is as follows: On the basis of our work and at the date of this report, we are of the opinion that the exchange ratio set to 71 shares of SARTORIUS STEDIM BIOTECH for 20 shares of VL FINANCE as stated between the parties and resulting in the issuance of 1,638,222 new shares of the company SARTORIUS STEDIM 12
BIOTECH, is equitable. Risk factors relating to the Merger and to the split of the par value of SARTORIUS STEDIM BIOTECH s shares following the Merger: The completion of the Merger will result in an increase of the direct shareholding of the majority shareholder of SARTORIUS STEDIM BIOTECH, which is also the sole shareholder of VL FINANCE, in the capital of SARTORIUS STEDIM BIOTECH The majority shareholder of SARTORIUS STEDIM BIOTECH being also the sole shareholder of VL FINANCE, the Merger will result in an increase of its direct shareholding in the capital of SARTORIUS STEDIM BIOTECH. The completion of transactions scheduled following the Merger could affect the trading value of the shares of SARTORIUS STEDIM BIOTECH The consequence of the completion of the Merger on the trading value of the shares of SARTORIUS STEDIM BIOTECH should in principle be neutral. However, the Share Split following the Merger should increase the liquidity of the shares of SARTORIUS STEDIM BIOTECH on the financial markets and correlatively may have a positive impact on the trading value of these shares. Split of the par value of the shares of SARTORIUS STEDIM BIOTECH after the Merger: It is contemplated to propose to the approval of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH to decide that the par value of the shares of SARTORIUS STEDIM BIOTECH be divided by 6 to be decreased from 1 down to 1/6, rounded up to 0.166667, further to the definitive completion of the Merger and of the Share Capital Decrease. It will further be proposed to the above-mentioned Combined shareholders meeting of SARTORIUS STEDIM BIOTECH to decide that upon completion of the above-mentioned share split, SARTORIUS STEDIM BIOTECH s share capital be immediately increased by incorporation of reserves for an amount of 3,072,673 to be increased to 18,436,038 by way of increase of the par value of SARTORIUS STEDIM BIOTECH s share to set it to an amount of 0.20. The division of the nominal value of the shares mentioned above together with the correlative share capital increase of SARTORIUS STEDIM BIOTECH is referred to herein after as the Share Split. As a result of the Share Split, the shareholders of SARTORIUS STEDIM BIOTECH would receive 6 shares with a par value of 0.20 in exchange for each share with a par value of 1 previously held in SARTORIUS STEDIM BIOTECH. After completion of the Share Split following the Merger and the Share Capital Decrease, the share capital of SARTORIUS STEDIM BIOTECH shall then amount to 18,436,038, divided in 92,180,190 shares with a 0.20 par value each. Indicative schedule of the Merger: 18 February 2016 - Meeting of the Board of directors of SARTORIUS STEDIM BIOTECH to (i) approve the terms and conditions of the Merger and (ii) to set the terms and conditions of the draft merger agreement and to call the Combined shareholders meeting - Decision of the Chairman of VL FINANCE setting the terms of the draft merger agreement and calling for the sole shareholder of VL 13
FINANCE to make a determination as to the contemplated Merger - Execution of the draft merger agreement 19 February 2016 - Filing of the draft merger agreement with the bailiff of the commercial court (Greffe du Tribunal de commerce) of Marseille for SARTORIUS STEDIM BIOTECH and for VL FINANCE 26 February 2016 - Publication of the notice announcing the contemplated Merger in the bulletin des annonces légales obligatoires (BALO) 28 February 2016 - Publication of the notice announcing the contemplated Merger in the bulletin officiel des annonces civiles et commerciales (BODACC) 29 February 2016 - Publication of a notice of meeting of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH in the BALO 4 March 2016 - Publication of a notice relating to the contemplated Merger and of the draft merger agreement on the website of SARTORIUS STEDIM BIOTECH - Opening of the 30 calendar days creditors opposition period 14 March 2016 - Registration of this document by the AMF 15 March 2016 - Publication on the website of SARTORIUS STEDIM BIOTECH of the documents required by the French Commercial code (including the merger auditor s reports) - Publication on the website of SARTORIUS STEDIM BIOTECH of this document 21 March 2016 - All the documents required to be made available to the shareholders of SARTORIUS STEDIM BIOTECH and VL FINANCE pursuant to the French Commercial code (including the merger auditor s reports) are made available at the registered offices of both companies - Publication on the website of SARTORIUS STEDIM BIOTECH of the additional documents listed in article R. 225-73-1 of the French Commercial code - Publication of the convening notice of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH in the BALO and in a legal gazette (journal d annonces légales) 4 April 2016 - End of the creditors opposition right to the Merger 5 April 2016 (Completion Date) 14
- Decisions of the sole shareholder of VL FINANCE on the Merger and the winding-up without liquidation of VL FINANCE - Combined shareholders meeting of SARTORIUS STEDIM BIOTECH deciding on the Merger, the correlative share capital increase, the Share Capital Decrease and the Share Split - Press release from SARTORIUS STEDIM BIOTECH announcing the completion of the Merger 11 April 2016 - Publication of a notice with Euronext Paris relating to the introduction of newly issued shares of SARTORIUS STEDIM BIOTECH on the stock exchange as issued in remuneration of the Merger - Admission of the new shares of SARTORIUS STEDIM BIOTECH to trading on the regulated market of Euronext Paris 15
SARTORIUS STEDIM BIOTECH Selected consolidated financial information All figures are given in millions of, according to IFRS, unless otherwise specified 2015 2014 2013 2012 2011 2014/2015 variation (%) Order intake, sales revenue and earnings Order intake 946.4 722.1 614.9 553.9 500.2 31.1 Sales revenue 884.3 683.5 588.4 544.0 477.3 29.4 Underlying EBITDA (1) 231.3 160.5 135.6 117.0 99.6 44.1 Underlying EBITDA (1) as % of sales revenue EBIT (Operational profit) 26.2 23.5 23.0 21.5 20.9 11.1 184.5 120.3 101.3 85.6 71.1 53.4 Net profit 119.5 73.7 67.5 57.9 43.2 62.2 Net profit after noncontrolling interest Underlying net current profit after noncontrolling interest Research and development costs 118.0 72.4 66.3 56.8 43.1 62.7 139.3 87.2 75.2 64.6 53.4 59.7 41.5 38.6 36.0 31.8 28.6 5.0 Financial data per share Earnings per share (in ) 7.68 4.72 4.32 3.70 2.81 62.7 Earnings per share 9.06 5.68 4.90 4.21 3.49 59.5 (in ) (2) (3) Dividend per share (in ) 2.0 (3) 1.30 1.20 1.10 1.00 46.2 Balance sheet Balance sheet total 1,066.1 906.8 873.4 793.9 720.8 17.6 Equity 647.2 538.5 481.8 435.0 395.6 20.2 Equity ratio (in %) 60.7 59.4 55.2 54.8 54.9 2.1 Financials Capital expenditures 54.5 44.2 34.2 50.0 38.6 23.3 Capital expenditures as % of sales revenue 6.2 6.5 5.8 9.2 8.1 0.5 16
All figures are given in millions of, according to IFRS, unless otherwise specified 2015 2014 2013 2012 2011 2014/2015 variation (%) Depreciation and amortization Net cash flow from operating activities 39.9 35.6 30.6 25.9 24.5 12.0 142.8 111.3 90.1 48.9 60.6 28.3 Net debt 86.4 (4) 87.4 130.0 113.7 100.1-1.1 Ratio net debt to 0.4 0.5 1.0 1.0 1.0-20.0 underlying EBITDA (1) Total number of employees as of 31 December 4,202 3,697 (5) 3,289 2,986 2,858 13.6 (1) Adjusted for extraordinary items. (2) Excluding amortization of assets acknowledged under IFRS 3 and, for 2011 to 2015, fair value adjustments of hedging instruments. (3) Amounts suggested by the Board of directors (Conseil d administration) and subject to approval by the shareholder s meeting of SARTORIUS STEDIM BIOTECH. (4) Does not include the liabilities attributable to the balance of acquisitions as of 31 December 2015 amounting to 47.5 million. (5) Excluding the employees of the company All Pure Technologies. For more information on the definition of financial aggregates used by SARTORIUS STEDIM BIOTECH, please refer to the glossary set out at page 224 et seq. of the Reference Document of SARTORIUS STEDIM BIOTECH. 17
1 1.1 1.1.1 RESPONSIBILITY FOR THE DOCUMENT For SARTORIUS STEDIM BIOTECH Person responsible for the document Mr. Joachim Kreuzburg, Chairman of the Board of directors and General manager (Président du Conseil d administration et Directeur général) of SARTORIUS STEDIM BIOTECH. 1.1.2 Statement by the person responsible for the document I hereby certify, having taken all reasonable measures for such purpose, that the information contained in this document regarding SARTORIUS STEDIM BIOTECH is, to my knowledge, consistent with reality and does not include any omission likely to affect its meaning. I have received a completion letter from the statutory auditors stating that they have completed their assignment which included auditing the information relating to the financial position and the financial statements of SARTORIUS STEDIM BIOTECH provided for in this document together with reading the information regarding SARTORIUS STEDIM BIOTECH provided in this document. This letter does not contain any observation or reservation. The forecasted financial information presented in the present document was subject to a report from the statutory auditors, appended in Appendix 8 of the present document. In Aubagne, on 14 March 2016 Joachim Kreuzburg Chairman of the Board of Directors and General manager of SARTORIUS STEDIM BIOTECH 1.1.3 Responsibility for auditing the accounts 1.1.3.1 Principal statutory auditors KPMG SA (Member of the regional company of the statutory auditors (Compagnie régionale des commissaires aux comptes) of Versailles) 3 cours du Triangle - Immeuble Le Palatin - 92939 PARIS LA DEFENSE Cedex Nanterre trade and companies register number 775 726 417 Appointed on 7 April 2015 for a 6-year term expiring at the term of the general shareholders meeting deciding on the approval of the accounts for the financial year ending 31 December 2020. Responsible partner: John Evans CABINET DELOITTE ET ASSOCIES (Member of the regional company of the statutory auditors (Compagnie régionale des commissaires aux comptes) of Marseille) 10 place de la Joliette - Les Docks Atrium 10.4-13567 MARSEILLE CEDEX 2 Marseille trade and companies register number 572 028 041 Appointed on 19 May 2006 for a 6-year term expiring at the end of the general shareholders meeting deciding on the approval of the accounts for the financial year ended 31 December 2011 and renewed in 2012 for a 6-year term expiring at the end of the Shareholders meeting deciding on the approval of the accounts for the financial year ended 31 December 2017. Responsible partner: Christophe Perrau 18
1.1.3.2 Alternate statutory auditors SALUSTRO REYDEL SA (Member of the regional company of the statutory auditors (Compagnie régionale des commissaires aux comptes) of Versailles) 3 cours du Triangle - Immeuble Le Palatin - 92939 PARIS LA DEFENSE Cedex Nanterre trade and companies register number 652 044 371 Appointed on 7 April 2015 for a 6-year term expiring at the term of the general shareholders meeting deciding on the approval of the accounts closing on the financial year ending 31 December 2020. Responsible partner: Jean-claude Reydel BEAS SARL (Member of the regional company of the statutory auditors (Compagnie régionale des commissaires aux comptes) of Versailles) 7-9 villa Houssay - 92200 NEUILLY-SUR-SEINE Nanterre trade and companies register number 315 172 445 Appointed on 19 May 2006 for a 6-year term expiring at the end of the general shareholders meeting deciding on the approval of the accounts for the financial year ended 31 December 2011 and renewed in 2012 for a 6-year term expiring at the end of the general shareholders meeting deciding on the approval of the accounts for the financial year ended 31 December 2017. Responsible partner: Alain Pons 1.2 1.2.1 For VL FINANCE Person responsible for the document Mr. Joachim Kreuzburg, Chairman of VL FINANCE. 1.2.2 Statement by the person responsible for the document I hereby certify, having taken all reasonable measures for such purpose, that the information contained in this document is, to my knowledge, consistent with reality and does not include any omission likely to affect its meaning. I have received a completion letter from the statutory auditors stating that they have completed their assignment which included auditing the information relating to the financial position and the financial statements of VL FINANCE provided for in this document together with reading the information relating to VL FINANCE included in this document. This letter does not contain any observation or reservation. In Aubagne, on 14 March 2016 Joachim Kreuzburg Chairman of VL FINANCE 1.2.3 Responsibility for auditing the accounts 1.2.3.1 Principal statutory auditor CABINET DELOITTE ET ASSOCIES (Member of the regional company of the statutory auditors (Compagnie régionale des commissaires aux comptes) of Marseille) 10 place de la Joliette - Les Docks Atrium 10.4-13567 MARSEILLE CEDEX 2 Marseille trade and companies register number 572 028 041 Appointed on 30 April 2008 and thereafter renewed on 30 June 2014 for a 6-year term expiring at the end of the Shareholders meeting called to approve the accounts for the financial year ending 31 December 2019. Responsible partner: Christophe Perrau 19
1.2.3.2 Alternate statutory auditor BEAS SARL (Member of the regional company of the statutory auditors (Compagnie régionale des commissaires aux comptes) of Versailles) 7-9 villa Houssay - 92200 NEUILLY-SUR-SEINE Nanterre trade and companies register number 315 172 445 Appointed on 30 April 2008 and then renewed on 30 June 2014 for a 6-year term expiring at the end of the Shareholders meeting called to approve the accounts for the financial year ending 31 December 2019. Responsible partner: Alain Pons 20
2 2.1 2.1.1 INFORMATION ABOUT THE TRANSACTION AND ITS CONSEQUENCES Economic aspects of the Merger Pre-existing relationships between SARTORIUS STEDIM BIOTECH and VL FINANCE 2.1.1.1 Shareholding relationship VL FINANCE directly holds 1,642,095 shares representing circa 10.69% of the share capital and 12.17 % of the voting rights of the company SARTORIUS STEDIM BIOTECH (based on the number of voting rights exercisable as of 31 December 2015). SARTORIUS STEDIM BIOTECH does not hold any stake in VL FINANCE. The following simplified group chart presents the allocation of the share capital and voting rights in SARTORIUS STEDIM BIOTECH (based on the number of voting rights exercisable as of 31 December 2015) and in VL FINANCE. 100% (1) SARTORIUS AG VL FINANCE 10.69% (2) 63.58% (3) Free float 25.74% (4) SARTORIUS STEDIM BIOTECH (1) 100% stake holding in the capital of VL FINANCE for100% of the voting rights. (2) 10.69% stake holding in the share capital of SARTORIUS STEDIM BIOTECH for circa 12.17% of the voting rights. (3) 63.58% stake holding in the share capital of SARTORIUS STEDIM BIOTECH for circa 72.39% of the voting rights. (4) 25.74% stake holding in the share capital of SARTORIUS STEDIM BIOTECH for circa 15.45% of the voting rights. 2.1.1.2 Legal and economic relationships (a) Securities, liens and pledges Neither of SARTORIUS STEDIM BIOTECH or of VL FINANCE has granted any security in the form of liens, pledges, mortgages or otherwise to guaranty the undertakings of the other company. (b) Common legal representatives Mr. Joachim Kreuzburg is the Chairman of VL FINANCE since 29 June 2007and the Chairman of the Board of directors and General manager of SARTORIUS STEDIM BIOTECH since 29 June 2007. Mr. Joachim Kreuzburg has last been renewed in his position as Chairman of VL FINANCE on 30 June 2014 for a term of two (2) year expiring at the end of the Shareholders meeting convened to approve the annual accounts for the financial year ended 31 December 2015. It will be proposed to the sole shareholder of VL FINANCE convened on 5 April 2016 to approve the Merger and the annual accounts of VL FINANCE for the financial year ended 31 December 2015, to renew the appointment of Mr. Joachim Kreuzburg for an additional three (3) year term ending at the end of the sole shareholder s decision approving the annual accounts of VL FINANCE for the financial year ending 31 December 2018. Mr. Joachim Kreuzburg has last been renewed in his position as Chairman of the Board of directors and General manager of SARTORIUS STEDIM BIOTECH on 16 April 2013 for a term of three (3) years expiring at the end of the shareholders meeting convened to approve the annual accounts of SARTORIUS STEDIM BIOTECH for the financial year ended 31 December 2015. 21
It will be proposed to the Combined shareholders meeting of VL FINANCE convened on 5 April 2016 notably to approve the Merger and the annual accounts of SARTORIUS STEDIM BIOTECH for the financial year ended 31 December 2015, to renew the appointment of Mr. Joachim Kreuzburg as Director for an additional three (3) year term ending at the end of the Shareholders meeting which will be convened in 2019 to approve the annual accounts of SARTORIUS STEDIM BIOTECH for the financial year ending 31 December 2018. (c) None. (d) None. 2.1.2 Common subsidiaries Technical or commercial arrangements Rationale and objectives of the Merger Interests of the transaction for SARTORIUS STEDIM BIOTECH and for the shareholders of SARTORIUS STEDIM BIOTECH and of VL FINANCE 2.1.2.1 Interests of the transaction for SARTORIUS STEDIM BIOTECH The merger by way of absorption of VL FINANCE by SARTORIUS STEDIM BIOTECH (the Merger ) is part of an internal restructuring project aiming to restructure the SARTORIUS Group to simplify its organization- and notably the holding of the Group s French affiliates - and to save operational costs. This transaction is contemplated since it appears that VL FINANCE, which sole activity is that of a holding, currently only holds a single stake in SARTORIUS STEDIM BIOTECH, making this company superfluous in the Group s organization. VL FINANCE does not have any employee and holds no trademark or patent. In addition, it has no commercial activity. All of the holding and operational activities of the SARTORIUS Group are located in SARTORIUS STEDIM BIOTECH and its subsidiaries, the latter holding all of the workforce and industrial means of the Group. 2.1.2.2 Interests of the transaction for the shareholders of SARTORIUS STEDIM BIOTECH and VL FINANCE The Merger is meant to enable the company Sartorius AG, an Aktiengesellschaft company incorporated under the laws of Germany, with registered office at Weender Landstrasse 94-108, 37075 Göttingen, Germany, and registered with the Commercial Register of Göttingen under no. HR B 1970 ( SARTORIUS AG ), which is the majority shareholder of SARTORIUS STEDIM BIOTECH and the sole shareholder of VL FINANCE, to directly hold the entirety of its stake holding in SARTORIUS STEDIM BIOTECH and to suppress the operational costs of VL FINANCE. The Merger will further enable tax optimization on dividends paid to SARTORIUS AG. The Merger and the other transactions described in section 2.2 of this document shall enable the other shareholders of SARTORIUS STEDIM BIOTECH to benefit of an increased liquidity on the financial markets. Finally, the Merger should not constitute a grouping of companies within the meaning of the IFRS 3 standard. 2.2 2.2.1 Legal aspects of the transaction The transaction itself 2.2.1.1 Date of execution of the merger agreement The draft merger agreement has been executed on 18 February 2016. 2.2.1.2 Date of statement of the accounts used to determine the valuation of the Merger The conditions of the Merger have been defined on the basis of the annual accounts of SARTORIUS STEDIM BIOTECH and of VL FINANCE stated as of 31 December 2015, date upon the latest financial year for both companies was closed. 22
The annual accounts of SARTORIUS STEDIM BIOTECH for the financial year ended 31 December 2015 have been stated by the Board of directors of SARTORIUS STEDIM BIOTECH on 18 February 2016 and have been certified by the statutory auditors on 19 February 2016. They shall be presented to the approval of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH convened on 5 April 2016. The annual accounts of VL FINANCE for the financial year ended 31 December 2015 have been stated by the Chairman of VL FINANCE on 18 February 2016 and certified by the statutory auditor on 8 March 2016. They shall be presented to the approval of the sole shareholder of VL FINANCE convened on 5 April 2016. 2.2.1.3 Conditions precedent Completion date and effective date of the merger (a) Conditions precedent The Merger is subject to the fulfillment of the following conditions precedent: - registration of this document by the AMF; - approval by SARTORIUS AG, sole shareholder of VL FINANCE, of the Merger and of the early winding-up without liquidation of VL FINANCE; - approval by the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH : of the Merger and of the correlative share capital increase; and, of the Share Capital Decrease following the Merger. The merger agreement provides that if these conditions precedent are not met by 30 June 2016 at the latest, and unless such deadline is postponed, the contemplated Merger shall be regarded as null and void, without any right to indemnity for either party. (b) Completion Date of the Merger Subject to the above-mentioned conditions precedent being met, the Merger shall legally be definitely completed at the end of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH convened on 5 April 2016 notably to the effect of deciding upon the Merger (the Completion Date ). 2.2.1.4 Effective date of the Merger from a tax and accounting perspective Pursuant to the provisions of article L. 236-4 of the French Commercial code and of article 743-1 of the Regulations no. 2014-03 of the Autorité des Normes Comptables (Accounting regulations authority), the Merger shall have a retroactive effect as of 1 st January 2016 from a tax and accounting perspective. 2.2.1.5 Date of the meeting of the corporate bodies having approved the Merger The Board of directors of SARTORIUS STEDIM BIOTECH convened on 18 February 2016 reviewed and approved the draft merger agreement. The draft merger agreement was also reviewed and approved by the Chairman of VL Finance on 18 February 2016. 2.2.1.6 Date of filing of the draft merger agreement with the bailiff of the commercial court The executed draft merger agreement has been filed with the bailiff of the commercial court (Greffe du Tribunal de commerce) of Marseille for both SARTORIUS STEDIM BIOTECH and VL FINANCE on 19 February 2016 under number 2218. 2.2.1.7 Merger s tax regime (a) Corporate income tax From a corporate income tax standpoint, the Merger shall allow SARTORIUS STEDIM BIOTECH to benefit from the favorable tax regime set forth by article 210 A of the French Tax code (Code général des impôts CGI ). For such purpose, SARTORIUS STEDIM BIOTECH has made the relevant undertakings provided in the above-mentioned article, in the draft merger agreement. 23
(b) Registration duties The Merger is only subject to the fix registration duty of 500 pursuant to the provisions of article 816 of the CGI. 2.2.1.8 Winding-up of the absorbed company Provided that the Merger is approved by the sole shareholder of VL FINANCE, VL FINANCE shall be early and rightfully wound-up, without liquidation, per operation of the completion of the Merger, as from the Completion Date. 2.2.2 Scrutiny of the Merger 2.2.2.1 Date of the shareholders meeting and of the decisions of the sole shareholder due to approve the Merger The Merger shall be subject to the approval of the sole shareholder of VL FINANCE and of the Combined shareholders meeting of SARTORIUS STEDIM BIOTECH, respectively convened on 5 April 2016. 2.2.2.2 Merger auditor Mrs. Christine BLANC PATIN - Certified accountant - statutory auditor, associated chairman and shareholder of the audit and advisory company CBP Audit & Associés, 2 boulevard de Gabès, 13008 Marseille, trade and companies register of Marseille number 515 125 342, has been appointed as merger auditor by order of the President of the Commercial court of Marseille on 7 January 2016. The reports of the merger auditor on the valuation of the contributions and their remuneration dated 4 March 2016 have been appended as Appendices 1 and 2, respectively, to this document and shall be made available to the shareholders of SARTORIUS STEDIM BIOTECH and to the sole shareholder of VL FINANCE at the registered offices of both companies, in compliance with applicable laws and regulations. In addition, the report of the merger auditor on the valuation of contributions shall be filed with the bailiff of the commercial court (Greffe du Tribunal de commerce) of Marseille, in compliance with applicable laws and regulations. 2.2.2.3 Experts appointed by the Commercial court None. 2.2.2.4 Specific mission granted by the AMF to the statutory auditors None. 2.2.3 Remuneration of contributions 2.2.3.1 Share capital increase (a) Number of newly issued shares Par value 461,471 shares of VL FINANCE exist as of the date of this document. They shall all be exchanged against new shares of SARTORIUS STEDIM BIOTECH issued in the context of the Merger. The retained exchange ratio being of 3.55 shares of SARTORIUS STEDIM BIOTECH for 1 share of VL FINANCE, 1,638,222 new shares of SARTORIUS STEDIM BIOTECH shall be issued (the New Shares of SARTORIUS STEDIM BIOTECH ), i.e. for the allocation of a whole number of shares without any fractional shares (rompus) being issued, 71 shares of SARTORIUS STEDIM BIOTECH for 20 shares of VL FINANCE, it being specified that the sole shareholder of VL FINANCE shall assume all fractional shares (rompus). As a consequence, further to completion of the Merger, the share capital of SARTORIUS STEDIM BIOTECH shall be increased by 1,638,222 and shall vary from 15,367,238 to 17,005,460, divided into 17,005,460 shares with an individual par value of 1 each prior to completion of the Share Capital Decrease and of the Share Split respectively referred to in sections 2.2.3.2 and 2.2.3.3 hereinafter. 24