CPH : Extraordinary General Meeting approves separation of paper business from chemistry and packaging activities

Announcements

Extraordinary General Meeting approves separation of paper business from chemistry and packaging activities

• The shareholders of CPH Chemie + Papier Holding AG have approved the creation of two separate companies, the stock exchange-listed CPH Group AG and the off-exchange Perlen Industrieholding AG.
• Existing CPH shareholders will receive one registered share in the new Perlen Industrieholding AG for every CPH registered share they hold through the distribution of a dividend-in-kind which will be effected by 27 June 2024.
• The first trading day for the shares of Perlen Industrieholding AG has been scheduled for 25 June 2024.

Perlen, 20 June 2024 - The shareholders of CPH Chemie + Papier Holding AG (CPH) voted at today's Extraordinary General Meeting (EGM) in Perlen to approve the separation proposed in March 2024 of the company's paper manufacturing business from its chemistry and packaging activities by 98.2%. The attendees also approved all the meeting's further agenda items. A total of 132 shareholders attended the EGM, representing 78.2% of the company's voting shares.

As a result of the EGM's resolutions, CPH will be split into two focused companies which will each be able to further successfully pursue their own specific strategy: the globally active and growth-oriented CPH Group AG with its chemistry (Zeochem) and packaging (Perlen Packaging) divisions; and Perlen Industrieholding AG, in which are bundled the paper manufacturing business (Perlen Papier AG) and the real-estate assets of the Perlen industrial site.

The Perlen paper business and real-estate assets will be spun off via a capital reduction and the distribution to shareholders of a dividend-in-kind: CPH shareholders will receive one share in the new Perlen Industrieholding AG for every CPH share they hold. The distribution will be effected by 27 June 2024. While the shares of CPH Group AG will continue to be traded on the SIX Swiss Exchange under their existing CPHN ticker symbol, the shares in the new Perlen Industrieholding AG (ticker symbol: PERL) will be tradeable over-the-counter on the OTC-X platform of the Berner Kantonalbank (www.otc-x.ch) and the LPZ-X platform of Bank Lienhardt & Partner (www.lienhardt.ch/private-banking/ausserboerslicher-handel/). The first day of trading for the shares of the new Perlen Industrieholding AG has been scheduled for 25 June 2024. As was communicated in the invitation to the EGM which was issued to CPH shareholders at the end of May 2024, it can be broadly assumed, based on internal valuations, that some 72% of the total value of the present CPH Group will be retained in the new CPH Group AG, while the remaining 28% can be assigned to the newly-spun-off Perlen Industrieholding AG.

The now-approved transaction offers the opportunity to substantially increase the global market presence of the newly-named CPH Group AG and its Chemistry and Packaging divisions and to well equip the company for the further challenges ahead. In geographical terms, CPH Group AG will put a particular future focus on international niche markets with above-average growth potential in Asia, the USA and Latin America. At the same time, the continuation of the Perlen Papier AG brand is a clear commitment to the Perlen-based paper manufacturing business, which, with its high productivity, remains soundly competitive. As a virtually debt-free enterprise, CPH Chemie + Papier Holding AG is taking this strategic action with a firm eye to the future and from a position of strength. The transaction is also fully supported by CPH's anchor family shareholders, who will remain invested in both companies.

"We welcome today's decision by our shareholders to approve the spin-off of our Perlen paper manufacturing operation and real-estate assets and to create two separate companies that can each focus firmly on their specific businesses," says Peter Schaub, Chairman of the Board of Directors of CPH Chemie + Papier Holding AG. "We are convinced that both CPH Group AG and the new Perlen Industrieholding AG will be well able to consistently pursue their own business strategies and, in doing so, will both increase their overall company value over the longer term."

The indicative timetable for the execution of the transaction is as follows:

• By 24 June 2024: entry of the capital reduction and the change of company name in the Commercial Register
• 25 June 2024: first day of trading of the registered shares of Perlen Industrieholding AG on the off-exchange platforms and of the registered shares of CPH Group AG (excluding the spun-off component) on the SIX Swiss Exchange
• By 27 June 2024: delivery of the registered shares of Perlen Industrieholding AG to the shareholders of CPH Group AG.

Further information (in German) on the transaction will be found in the shareholder information brochure, which is on the CPH general meeting website.

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