ANNUAL GENERAL MEETING Tuesday, June 5 th , 2018 Paris 05 06 2018 - - PowerPoint PPT Presentation

2018 05 06

Tuesday, June 5th, 2018 – Paris

ANNUAL GENERAL MEETING

2018 05 06

Overview

• 1. Opening of the General Meeting
• 2. Formalities and agenda
• 3. 2017 performance indicators
• 4. Consolidated financial statements and 2017 key figures
• 5. Review of 2017 and outlook
• 6. Statutory Auditors’ reports
• 7. Presentation of the resolutions
• 8. Questions & Answers session
• 9. Voting on the resolutions

2

2018 05 06

• 1. Opening of the General Meeting

Sebastian RUDOW, Chairman and Chief Executive Officer

3

2018 05 06

Appointment of Sebastian Rudow as Chairman and CEO

• n November 30, 2017

 Born in Germany in 1980  Graduated in law from the University of Mannheim and

Master’s Degree from the University of Heidelberg (Germany)

 Professional experience:



More than ten years’ in specialized consulting, recently as a partner of Wellensiek, a German firm specialized in advising managers, business owners and boards of directors on turnaround solutions for distressed companies, reorganization and post recovery situations



Alongside his specialized consulting activities, several appointments as Manager and Executive over the past decade in various industries

 Sebastian Rudow brings along his expertise in managing post-recovery companies

to continue the Group’s organic industrial development



Based at the Group’s managing headquarters at Suresnes in France and splitting his time between France and Germany

4

2018 05 06

• 2. Formalities and agenda

Régine YU, General Secretary

5

2018 05 06

• 3. 2017 performance indicators

Sebastian RUDOW, Chairman and Chief Executive Officer

6

2018 05 06

Review of 2017

 Further profitability improvement in the Lead and Zinc segments, stable breakeven

performance in the Plastics segment, smaller loss in the Special Metals segment

 Supportive conditions with rise in metals prices  Very solid production and collection levels

– These offset the impact of maintenance shutdowns

 Strong improvement in the Group’s performance (IFRS financial indicators)

 Sales: € 450.3 M (+ 18% vs. 2016)  EBITDA*: € 23,0 M (x 2.5 vs. 2016)  EBIT: € 14.5 M ( vs. breakeven in 2016)  Positive net income: € 18.0 M (vs. € -10.1 M in 2016)

 Strong increase in debt

 Strong increase of investments in production facilities

– Chiefly for the Lead segment’s reduction furnace

 With the conversion of provisions into debt

– European Commission fine (€ 26.7 M)

* Operating income before depreciation, amortization, impairment.

7

2018 05 06

• 3. 2017 performance indicators

3.1 Lead segment

8

2018 05 06

1,608 1,694 2,052

2015 2016 2017

1200 1400 1600 1800 2000 2200 2400 2600 2800 3000

01/01/2017 01/04/2017 01/07/2017 01/10/2017

In $ In €

Lead segment 2017 dashboard

+21%

9

Source: LME

278.3 324.1

2016 2017

122,600 137,100 117,010 105,100

Lead production (BSF furnace) Scrap batteries processed

Group industrial performance

(metric tons)

Group sales

(€ million) +5%

2016 2017

Lead price in 2017

(per metric ton)

Average annual lead price

(€ per metric ton)

Source: LME

+30% +16%

2018 05 06

Lead segment key 2017 financials

10

IFRS financial indicators Restated financial indicators*

* After revaluation of inventories on a LIFO basis: When assessing the performance of its Lead operating segment, the Group uses in its internal reporting the LIFO (Last In First Out) method to measure inventories at its smelter in Germany (Nordenham), a method not permitted under IFRS. See Note 19 to the 2017 consolidated financial statements.

(€ million) 2017 2016 Sales 324.1 278.3 Operating income before non-recurring items 7.3 3.7 as a % of sales 2.2% 1.3% Operating income before depreciation, amortization, impairment (EBITDA) 12.2 8.6 as a % of sales 3.8% 3.1% (€ million) 2017 2016 Sales 324.1 278.3 Operating income before non-recurring items 7.3 3.2 as a % of sales 2.2% 1.1% Operating income before depreciation, amortization, impairment (EBITDA) 12.3 8.1 as a % of sales 3.8% 2.9%

2018 05 06

Lead segment review of 2017

 Supportive conditions

 Significant increase in average lead prices  Good availability of scrap batteries

 Good production levels and efforts

to protect margins

 Despite maintenance shutdowns

 Encouraging and improving financial results

 For the second year in a row

 Pursuit of the construction works of the new reduction furnace

 With the aim of becoming the cornerstone of the lead segment’s sustainable profitability

11

2018 05 06

• 3. 2017 performance indicators

3.2 Zinc segment

12

2018 05 06

23,800 73,270 23,778 72,580

Zinc oxide production Waelz oxide production*

1,737 1,896 2,561

2015 2016 2017

1200 1700 2200 2700 3200 3700 01/01/2017 01/04/2017 01/07/2017 01/10/2017

In $ In €

Zinc segment 2017 dashboard

Group industrial performance*

(metric tons)

Zinc price in 2017

(per metric ton)

Average annual zinc price

(€ per metric ton)

Source: LME Source: LME

2016 2017

* Including 100% of Recytech S.A.

+35%

=

+1% +35%

13

Group restated sales**

(€ million)

** Including 50% of Recytech S.A.

92.1 124.6 2016 2017

2018 05 06

Zinc segment key 2017 financials

IFRS financial indicators Restated financial indicators*

* To assess the performance of the Zinc segment, the Group also releases restated financial data including the contribution from 50%-owned Recytech S.A. consolidated proportionately, even though this method is not permitted under IFRS. See Note 19 to the 2017 consolidated financial statements.

14

(€ million) 2017 2016 Sales 98.4 73.2 Operating income before non-recurring items 16.4 6.9 as a % of sales 16.7% 9.6% Operating income before depreciation, amortization, impairment (EBITDA) 19.3 9.4 as a % of sales 19.6% 12.8% (€ million) 2017 2016 Sales 124.6 92.1 Operating income before non-recurring items 32.2 16.6 as a % of sales 25.6% 18.0% Operating income before depreciation, amortization, impairment (EBITDA) 35.9 19.9 as a % of sales 23.6% 21.6%

2018 05 06

Zinc segment review of 2017

 Very solid production levels

in both activities

 These made up for the major

maintenance shutdown at Harz-Metall GmbH

 Strong sales growth

 Strong increase in zinc prices

 Significant improvement in financial performance compared with 2016

and between the first and second half in 2017

 Strong increase in zinc prices  Scheduled maintenance shutdown at Harz-Metall GmbH

in the first half (no shutdowns in 2016)

15

2018 05 06

• 3. 2017 performance indicators

3.3 Plastics segment

16

2018 05 06

Plastics segment 2017 dashboard

13,260 14,830

Polypropylene produced

• 11%

15.5 13.6

2016 2017

• 12%

Group industrial performance

(metric tonnes)

Group Sales

(€ million) 2016 2017

17

2017 2016

Change

Production

10,600 tonnes 11,300 tonnes

• 6%

Sales

€11.0 M € 12.1 M

• 9%

EBIT

€ 0.6 M € 0.8 M

• 25%

2017 2016

Change

Production

2,700 tonnes 3,600 tonnes

• 25%

Sales

€ 2.6 M € 3.4 M

• 24%

EBIT

€ -0.6 M € -0.5 M

• 20%

C2P S.A.S.

(France)

C2P Germany GmbH

(Germany)

2018 05 06

Plastics segment key 2017 financials

18

(€ million) 2017 2016 Sales 13.6 15.5 Operating income before non- recurring items 0.1 0.3 as a % of sales 0.7% 1.9% Operating income before depreciation, amortization, impairment (EBITDA) 0.5 0.6 as a % of sales 3.7% 3.9% IFRS financial indicators

2018 05 06

Plastics segment review of 2017

Challenging market conditions

 Low oil price: fierce competition

between virgin materials vs. recycled materials

Decline in production and sales

 Especially in Germany

Breakeven result

19

2018 05 06

• 3. 2017 performance indicators

3.4 Special Metals segment

20

2018 05 06

Special Metals segment 2017 dashboard

2017 sales breakdown

(€ million)

Production

(per tonnes)

4.4 9.1 37.3 91.0 4.4 5.9 36.1 138.6

Gallium Germanium Arsenic Others

2016 2017 € 5.3 M € 4.8 M € 0.6 M € 3.2 M Arsenic Germanium Gallium Others

21

2018 05 06

Special Metals segment key 2017 financials

IFRS financial indicators

22

(€ million) 2017 2016

Sales

14.2 15.0

Operating income before non- recurring items

(1.9) (3.3)

as a % of sales

nm nm Operating income before depreciation, amortization, impairment (EBITDA)

(2.0) (1.4)

as a % of sales

nm nm

2018 05 06

Special Metals segment review of 2017

Slight decline in sales

 Solid performance

in the fourth quarter of 2017

Reduction in the segment’s

financial loss

 Solid arsenic sales volumes  Sales and marketing initiatives to boost germanium margins  Efforts to diversify the metals portfolio  Cost-cutting measures

23

2018 05 06

• 4. Consolidated financial statements

and 2017 key figures

Pierre-Yves CHARRA, Chief Financial Officer

24

2018 05 06

Key income statement figures

25

(€ million) 2017 2016 Change Sales 450.3 382.1 +68.2 EBITDA* 23.0 9.3 +13.7 EBIT 14.5 (0.1) +14.6 Non-recurring income 1.6 (20.2) +21.8 Share in income from equity affiliates 10.6 6.0 +4.6 Net financial income/(expense) (10.0) (0.9)

• 9.1

Net income 18.0 (10.1) +28.1 IFRS financial indicators

* Operating income before depreciation, amortization, impairment ** To assess the performance of its Lead segment, the Group uses the LIFO (“Last in first out”, not permitted under IFRS) method in its internal reporting to measure inventories for its main lead smelter in Nordenham. To assess the performance of the Zinc segment, the Group also releases restated financial data including the contribution from 50%-owned Recytech S.A. consolidated proportionately, even though this method is not permitted under IFRS. See Note 19 to the 2017 consolidated financial statements. See also the press release of Recylex S.A. of June 4, 2018.

(€ million) 2017 2016 Change Restated EBITDA* 39.6 19.3 +20.3 Restated operating income before non-recurring items 30.4 9.0 +21.4 Restated financial indicators**

2018 05 06

Key balance sheet figures (IFRS)

(€ million) 31/12/2017 31/12/2016 Change Gross cash 5.5 6.2

• 0.7

Operating Working Capital 45.9 22.9 +23.0 Equity (4.2) (31.0) +26.8 Provisions 29.1 64.2

• 35.1

Gross debt 98.7 33.3 +65.4

26

2018 05 06

Group financial debt evolution

Consolidated gross debt*

(€ million)

8.5 16.0 25.9 32.2 13.2 15.0 2.9 1.0 5.1 5.1 3.6 3.6

Total: 33.3 Total: 98.7

2016 2017

Loan Glencore (2024) European Commission fine Bank loan Capex Germany (2023) Credit lines Germany (used) Old bank loans Germany (2018) Glencore continuation plan debt (2026) Claw back clause

* In legend debt maturity in brackets.

27

2018 05 06

39.6 23.0 18.0

• 1.2
• 10.6

1.6 16.6 8.4 3.8 6.2

Restated** EBITDA* IFRS 10 & 11 restatement IFRS EBITDA* Depreciation and amortization FMM land sale Other financial expenses Cost of financial debt Result in associated companies Other (Deferred tax) Net income

From EBITDA to 2017 net income

Bridge from 2017 EBITDA to net income

(€ million)

28

* Operating income before depreciation, amortization, impairment ** To assess the performance of its Lead segment, the Group uses the LIFO (“Last in first out”, not permitted under IFRS) method in its internal reporting to measure inventories for its main lead smelter in Nordenham. To assess the performance of the Zinc segment, the Group also releases restated financial data including the contribution from 50%-owned Recytech S.A. consolidated proportionately, even though this method is not permitted under IFRS. See Note 19 to the 2017 consolidated financial statements. See also the press release of Recylex S.A. of June 4, 2018.

2018 05 06

2017 cash flow

2017 cash flow

(€ million)

29

6.2 5.5 23.0 6.0

• 1.2

34.2 7.5 7.8

• 23.0

37.2 1.5 6.1 9.0 2.2 1.4

Cash at 01/01/2017 EBITDA* Dividends Change in WCR FMM land sale Bank loan Germany Glencore Loan facility Equity line Capex Repayments of

• ld German

loan Interest expense Litigation and legal procedures Environmental costs Other Cash at 31/12/2017

* Operating income before depreciation, amortization, impairment

2018 05 06

2017 capital expenditures

3.4 32.9 2.4 4.7 0.2 0.2 0.4 0.4

2016 2017 Lead Zinc Plastics Special Metals

Investing to build the future

Capital expenditures and depreciation

(€ million)

Capital expenditures by segment

(€ million)

30

13.7 6.3 6.0 6.4 38.2 10.6 8.9 9.3 9.4 8.4

2013 2014 2015 2016 2017 Capital expenditures Depreciation

2018 05 06

• 5. Review of 2017 and outlook

31

2018 05 06

• 5. Review of 2017 and outlook

5.1 Review of 2017

32

Sebastian RUDOW, Chairman and Chief Executive Officer

2018 05 06

Update on L’Estaque site rehabilitation

 Resumption of rehabilitation work

at the L’Estaque facility

 €1.2 M expenses during the

second half of 2017

 Total cost of outstanding works:

€9.9 M

 Provisions set aside at

December 31, 2017

 Objective for Recylex S.A.

to finance on its own cash-flows

33

2018 05 06

2017 and 2018 legal update

 Major source of uncertainty dispelled in May 2017 through the comprehensive

agreement with the European Commission and Group’s main financial partners

 Installment plan obtained for the payment of the €26.7 million fine imposed on February 8, 2017*  Appeal pending

 Legal proceedings*

 January 31, 2017: Recylex S.A. condemned by the Douai Appeal Court (€7.8 M damages for loss of a

chance to keep their job to 187 former employees of Metaleurop Nord S.A.S.)

– May 24, 2018: favorable decision from the Cour de Cassation

• Recylex S.A. is not co-employer
• Case deferred to the Amiens Appeal Court regarding the payment of damages

 March 2, 2017: favorable decision by the Douai Administrative Appeal Court

– Noyelles-Godault plant not included in the list of “asbestos” facilities – Damages claims for anxiety prejudice still pending

 April 11, 2018: favorable decision by the Arras Commercial Court

– Liability claim up to €22 million initiated by Metaleurop Nord S.A.S’ liquidators rejected at first instance – Appeal lodged by liquidators is pending

 May 7, 2018: claim for damages lodged by SNCF Réseau** jointly against Retia S.A.S.A.U. and

Recylex S.A. regarding l’Estaque site

*The summary of the legal proceedings concerning Recylex S.A. is available from the Recylex Group’s website at www.recylex.fr - News - Legal proceedings schedule. See Note 1 to the 2017 consolidated financial statements. ** See press release dated May 7, 2018.

34

2018 05 06

Q1 2018 Financial information

 Q1 2018 consolidated sales at €95.3 million, down 22% compared to Q1 2017  Metal prices plateauing and volatile  Lead segment production affected as expected by a major maintenance

shutdown

 To prepare for the connection of the existing furnace to the new reduction furnace

 Solid production in the Zinc segment despite maintenance shutdowns  Stable sales in the Plastics segment  Growth in Special Metals segment’s sales

35

2018 05 06

Share price performance

 Equity line arranged with Kepler Cheuvreux



Amounts raised: € 8.6 M since it was launched in Dec. 2016



Dilution: 0.9409 % for a shareholder who held an 1% stake in Dec. 2016  Switch from Compartment C to Compartment B of Euronext Paris on 26/01/2018



Market cap.: approx . € 240 M as of 01/06/2018

Shareholdership at 19/04/2018

(%)

Share price performance

(from 01/01/2017 to 01/06/2018)

30.1% 8,0% 7.0% 54.8% 0.1%

Glencore French institutional investors Non-French institutional investors Individual shareholders Treasury shares (0.1%)

0 € 2 € 4 € 6 € 8 € 10 € 12 € 14 € 16 € 18 € 20 € 01/01/2017 01/06/2018

EC fine and suspension of trading Payment plan of EC fine FY 2016 results H1 2017 results Appointment of Sebastian Rudow FY 2017 results Q1 2018 Sales SNCF claim 36

2018 05 06

• 5. Review of 2017 and outlook

5.2 Reduction furnace

37

Brad BARTER, Reduction furnace project manager

2018 05 06

Reduction furnace project rationale

38

Lead-rich by- product (55% Pb)

Reduction Furnace Lead bullion Slag (<2% Pb)

Added value of Reduction Furnace

• Maximizing the value of metals contained in incoming materials
• Increased flexibility to treat different feed grades.
• Refinery operated close to capacity

Ausmelt Furnace (BSF) Lead concentrates Lead secondaries Lead bullion Refinery Lead metal

Technical limitations of the past process

• Existing furnace allows the oxidation of lead but not reduction
• Part of the incoming lead is retained in a by-product sold outside the Group, at a

heavy discount

• Refinery not operated at full capacity

2018 05 06

Reduction furnace project scope

 Installation of a Reduction

Furnace and associated systems necessary for its operation at our Nordenham site

 Modification of existing Ausmelt

bath smelting furnace (BSF) required for integration with the new reduction furnace flowsheet

39

2018 05 06

75% 10% 7% 4% 2% 2%

Reduction furnace project facts and figures

 € 42 M Capex

 Reduction furnace building,

granulation building, storage hall, filter plant…  1,000+ people involved in design,

manufacture, erection, and commissioning

 Best in class safety during

construction works: low level of incidents (2 minor)  Reduction furnace dimensions

 Height = 8 m  Length = 6.8 m

 Steelwork (excluding equipment) ~

approx 2,200 t

 Piping length ~ approx 6,500 m  Cabling length ~ approx 75,000 m Major expenses breakdown

(in %) Buildings, mechanical and electrical equipment, piping, automation, erection, commissioning Civil design and civil works Reduction furnace design and supply Bath smelting furnace modifications Approvals, tests, checks Refractory & others

40

2018 05 06

Reduction furnace project timeline

• Project approval and funding

2016 – Q4 2016

• Engineering and equipment supply

Q2 2016 – Q2 2018

• Civil works

Q1 2017 – Q4 2017

• Structural erection

Q2 2017 – Q1 2018

• Mechanical and piping erection

Q2 2017 – Q2 2018

• Electrical and instrumentation

Q4 2017 – Q2 2018

• Cold commissioning

Q1 2018 – Q2 2018 Ongoing

• Start of production

Q2 2018 Planned

41

2018 05 06

Reduction furnace building - progression

June 2017 January 2017 May 2017 July 2017 November 2017

42

2018 05 06

Reduction furnace building - final

43

2018 05 06

Granulation building - progression

May 2017 November 2017 August 2017 July 2017 October 2017

44

2018 05 06

Granulation building - final

45

2018 05 06

Storage Hall - progression

January 2018 November 2017 October 2017 July 2017

46

2018 05 06

Storage Hall - final

47

2018 05 06

Filter plant building - progression

May 2017 May 2018 Mar 2017 October 2017

48

2018 05 06

Filter plant building - final

49

2018 05 06

Bath smelting furnace modifications

Completed during BSF major shutdown, March 2018

50

2018 05 06

• 5. Review of 2017 and outlook

51

Sebastian RUDOW, Chairman and Chief Executive Officer 5.3 Outlook

2018 05 06

Strategy focus: Transition process

 2017 results: an important step in the group’s recovery

 Sign of the strength of our roots in the European industry and of teams’ commitment

 After a long distressed period, objective is to rebuild an integrated group

with state of the art:

 Organization structure and internal communication  Management culture and team-oriented cooperation  Industrial processes

 Focus on enhancing the Group’s industrial and financial output

 Top priority is to generate cash  Efficient operations and processes as key drivers  Reimbursement of debts and pursue necessary investments  Health and safety are key daily priorities

52

2018 05 06

Outlook and industrial priorities for 2018

Lead

• Increase of

production and sales with new reduction furnace

• Commissioning
• f new

reduction furnace and ramp-up during summer 2018

Zinc

• Zinc oxide:
• ngoing

initiatives to diversify Norzinco’s sourcing

• Waelz oxides:

except for Harz- Metall’s major maintenance shutdown (scheduled for Q3), objective is to operate at full capacity in 2018

Plastics

• Develop the

future strategy to come back to a high level of sales and production

• Acquire new

customers by matching their future needs

Special Metals

• Turn around

margins and match production with market demands

53

2018 05 06

• 6. Statutory Auditors’ reports

Alexandra SAASTAMOINEN, KPMG Audit ID Laurent ODOBEZ, Deloitte & Associés

54

2018 05 06

• 7. Presentation of the resolutions

Régine YU, Corporate Secretary

55

2018 05 06

Summary of the resolutions

Ordinary General Meeting

• 1. First resolution: Approval of the parent company financial statements for the

year ended December 31, 2017

• 2. Second resolution: Approval of the consolidated financial statements for the

year ended December 31, 2017

• 3. Third resolution: Approval of net income for the year ended December 31, 2017,

as reflected in the parent company financial statements

• 4. Fourth resolution: Approval of the related party agreements referred to in

Article L.225-38 et seq. of the Commercial Code

• 5. Fifth resolution: Reappointment of Jean-Pierre Thomas as a director
• 6. Sixth resolution: Ratification of the co-option of Sebastian Rudow as a director

56

2018 05 06

Summary of the resolutions

Ordinary General Meeting

• 7. Seventh resolution: Approval of remuneration paid or awarded in respect of FY

2017 to Yves Roche

• 8. Eighth resolution: Approval of remuneration paid or awarded in respect of FY

2017 to Sebastian Rudow

• 9. Ninth resolution: Approval of the principles and criteria for the determination,

allocation and award of the fixed, variable and exceptional components of the total remuneration and benefits of any kind attributable in respect of FY 2018 to the Chairman and Chief Executive Officer 10.Tenth resolution: Appointment of KPMG S.A. as principal Statutory Auditor 11.Eleventh resolution: Reappointment of Deloitte & Associés as principal Statutory Auditor 12.Twelfth resolution: Authorization for the Board of Directors to buy or transfer Recylex S.A. shares

57

2018 05 06

Summary of the resolutions

Extraordinary General Meeting

• 13. Thirteenth resolution: Authorization for the Board of Directors to reduce the

Company’s share capital by canceling shares

• 14. Fourteenth resolution: Authorization for the Board of Directors to allot the

Company’s shares free of charge

Ordinary and Extraordinary General Meeting

• 15. Fifteenth resolution: Powers

58

2018 05 06

• 8. Questions & Answers

Written questions Questions from the floor

59

2018 05 06

• 9. Voting on the resolutions

Combined General Meeting of the Shareholders

60

2018 05 06

First resolution – Ordinary General Meeting

Approval of the parent company financial statements

for the year ended December 31, 2017

61

2018 05 06

Second resolution – Ordinary General Meeting

Approval of the consolidated financial statements for

the year ended December 31, 2017

62

2018 05 06

Third resolution – Ordinary General Meeting

Appropriation of net income for the year ended

December 31, 2017, as reflected in the parent company financial statements

63

2018 05 06

Fourth resolution – Ordinary General Meeting

Approval of the related party agreements referred to in

Article L. 225-38 et seq. of the Commercial Code

64

2018 05 06

Fifth resolution – Ordinary General Meeting

Reappointment of Jean-Pierre Thomas as a director

65

2018 05 06

Sixth resolution – Ordinary General Meeting

Ratification of the co-option of Sebastian Rudow as a

director

66

2018 05 06

Seventh resolution – Ordinary General Meeting

Approval of remuneration paid or awarded in respect

• f FY 2017 to Yves Roche

67

2018 05 06

Eighth resolution – Ordinary General Meeting

Approval of remuneration paid or

awarded in respect of FY 2017 to Sebastian Rudow

68

2018 05 06

Ninth resolution – Ordinary General Meeting

Approval of the principles and criteria for the

determination, allocation and award of the fixed, variable and exceptional components of the total remuneration and benefits of any kind attributable in respect of FY 2018 to the Chairman and Chief Executive Officer

69

2018 05 06

Tenth resolution – Ordinary General Meeting

Appointment of KPMG S.A. as principal Statutory

Auditor

70

2018 05 06

Eleventh resolution – Ordinary General Meeting

Reappointment of Deloitte & Associés as principal

Statutory Auditor

71

2018 05 06

Twelfth resolution – Ordinary General Meeting

Authorization for the Board of Directors to buy or

transfer Recylex S.A. shares

72

2018 05 06

Thirteenth resolution – Extraordinary General Meeting

Authorization for the Board of Directors to reduce the

Company’s share capital by canceling shares

73

2018 05 06

Fourteenth resolution – Extraordinary General Meeting

Authorization for the Board of Directors

to allot the Company’s shares free of charge

74

2018 05 06

Fifteenth resolution – Ordinary and Extraordinary General Meeting

Powers

75

2018 05 06

End of the Annual General Meeting

Sebastian RUDOW, Chairman and Chief Executive Officer

76