Agenda for the Annual General Meeting/ excerpts
Dividend of EUR 0.30
EPCOS wants its shareholders to participate in the company’s positive business development in fiscal 2008. The company will therefore propose to the Annual General Meeting that a dividend of EUR 0.30 be paid out on all dividend-bearing shares. EPCOS paid dividends of EUR 0.20 per share in 2006 and EUR 0.30 per share in 2007. The proposed dividend amount adds up to a total payout of EUR 19.9 million for the past fiscal year. Remaining net income of EUR 69.7 million (out of EPCOS AG’s total net income of EUR 89.6 million) will be carried forward to the current fiscal year.
Domination agreement between TDK and EPCOS
TDK Germany GmbH and EPCOS AG signed a domination agreement on March 24, 2009. The Annual General Meeting will be asked to approve this agreement, which presents crucial benefits regarding the ongoing combination of EPCOS with TDK’s electronic components business. It would, for example, simplify and accelerate the process of adapting and optimizing Group structures.
The domination agreement would enable TDK to issue business management directives to the Management Board of EPCOS. In return, TDK would carry any possible losses incurred by EPCOS AG, although the latter would not be obliged to transfer its profits to TDK.
The interests of minority shareholders in EPCOS AG will be protected by granting these shareholders an option in their own favor. Minority interests will be able either to receive a guaranteed adequate annual dividend of EUR 1.09 per share or to transfer their shares to TDK in return for a cash compensation of EUR 18.14 per share.
Transfer of minority interests from EPCOS to TDK
Currently TDK, our major shareholder, holds nearly 96 percent of EPCOS’ shares. Within the framework of a transfer of these minority interests (squeeze-out), TDK also aims to acquire all remaining minority interest shares. The Annual General Meeting will be asked to approve the squeeze-out.
Following the squeeze-out, EPCOS will, above all, save the cost and effort involved in holding public General Meetings and for its status as a listed company. Given that approximately 4 percent of EPCOS AG’s share capital is now held in free float, these costs would otherwise be inordinately high.
As in the case of the domination agreement, shares would be transferred in return for a cash compensation of EUR 18.14 per share.
Confirmation that guaranteed dividend and cash compensation are adequate
Expert appraisals prepared by two respected auditors, Pricewaterhouse Coopers and Warth & Klein, have confirmed that both the guaranteed dividend and the cash compensation are adequate. The Munich Civic Court appointed Warth & Klein as an independent auditor with relevant expertise.
About EPCOS
EPCOS AG is a leading manufacturer of electronic components, modules and systems headquartered in Munich. With its broad portfolio EPCOS offers a comprehensive range of products from a single source and focuses on fast-growing and technologically demanding markets, in particular in the areas of information and communication technology, automotive electronics, industrial electronics and consumer electronics. The EPCOS Group has design and manufacturing locations and sales offices in Europe, Asia, and in North and South America.
Electronic components are found in every electrical and electronic product and are indispensable for their flawless operation. Products from EPCOS store electrical energy, filter frequencies, and protect against overvoltage and overcurrent.
In fiscal 2008 (October 1, 2007, to September 30, 2008), EPCOS posted sales of EUR 1.48 billion. At the end of the fiscal year, the company employed about 21,200 people worldwide.
N. B. All financial data has been compiled to IFRS.
This document may contain forward-looking statements with respect to EPCOS’ financial condition, results of operations, business, strategy and plans. In particular, statements using the words “expects”, “anticipates” and similar expressions, and statements with regard to management goals and objectives, expected or targeted revenue and expense data, or trends in results of operations or margins are forward looking in nature. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including changes in our customers’ industries, slower growth in significant markets, changes in our relationships with our principal shareholders, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, currency fluctuations, unforeseen environmental obligations, and general economic and business conditions. EPCOS does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
