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16 September 2011 To the Shareholders Dear Sir or Madam ...

16 September 2011 To the Shareholders Dear Sir or Madam ...

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All obligations of <strong>the</strong> Controlling <strong>Shareholders</strong> under <strong>the</strong> Irrevocable Undertaking (save as <strong>the</strong><br />

obligation as to confidentiality) shall f<strong>or</strong>thwith lapse on <strong>the</strong> withdrawal <strong>or</strong> lapsing of <strong>the</strong> Offer.<br />

Separate undertakings<br />

Separately, Mr. Oh irrevocably undertakes to vote in favour of <strong>the</strong> shareholders’ resolutions of SSCP<br />

relating to <strong>the</strong> K<strong>or</strong>ean Agreement and (if required) <strong>the</strong> Irrevocable Undertaking and <strong>the</strong> transactions<br />

contemplated <strong>the</strong>reunder, and to encourage certain o<strong>the</strong>r shareholders of SSCP to vote in favour of<br />

such shareholders’ resolutions. SSCP and its board also undertakes with AkzoNobel to take all<br />

reasonable actions to supp<strong>or</strong>t <strong>the</strong> K<strong>or</strong>ean Agreement and <strong>the</strong> Offer and to recommend its shareholders<br />

to vote in favour of <strong>the</strong> shareholders’ resolutions of SSCP relating <strong>the</strong>reto. In <strong>the</strong> event that <strong>the</strong> K<strong>or</strong>ean<br />

Agreement and <strong>the</strong> transactions contemplated <strong>the</strong>reunder are not approved by <strong>the</strong> SSCP’s<br />

shareholders such that <strong>the</strong> K<strong>or</strong>ean Agreement and <strong>the</strong> Offer are not completed, SSCP shall be liable<br />

f<strong>or</strong> a payment of EUR5 million to AkzoNobel to cover <strong>the</strong> costs and expenses incurred by AkzoNobel<br />

and as compensation f<strong>or</strong> injury to reputation and credit.<br />

Compensation payment arrangements<br />

Pursuant to <strong>the</strong> existing service agreements of Mr. Peter Brenner and Mr. Kenny Chae (‘‘KC’s Service<br />

Agreement’’) (approval f<strong>or</strong> <strong>the</strong> extension of <strong>the</strong> KC’s Service Agreement was obtained at <strong>the</strong> annual<br />

general meeting of <strong>the</strong> Company on 30 June <strong>2011</strong>, whereby <strong>the</strong> <strong>Shareholders</strong> approved to extend <strong>the</strong><br />

KC’s Service Agreement f<strong>or</strong> a term of two m<strong>or</strong>e years on <strong>the</strong> same terms till 31 December 2013), both<br />

being members of <strong>the</strong> Management Board, <strong>the</strong> Company would be required to make compensation<br />

payments to Mr. Peter Brenner of EUR <strong>16</strong>.25 million and Mr. Kenny Chae of EUR 9.25 million if <strong>the</strong>re is<br />

a change of control <strong>or</strong> a sale in <strong>the</strong> Company. Details of <strong>the</strong> compensation mechanism of <strong>the</strong> service<br />

agreements of Mr. Peter Brenner and Mr. Kenny Chae have been disclosed in <strong>the</strong> prospectus of <strong>the</strong><br />

Company dated 15 December 2009, and circulars of <strong>the</strong> Company dated 23 July 2010 and 30 May<br />

<strong>2011</strong>, respectively.<br />

Sch I-13<br />

The Offer would constitute a change of control <strong>or</strong> a sale in <strong>the</strong> Company f<strong>or</strong> <strong>the</strong> above purposes. In<br />

<strong>or</strong>der to reduce <strong>the</strong> compensation obligations of <strong>the</strong> Company against Mr. Peter Brenner and Mr.<br />

Kenny Chae as set out above, each of Mr. Peter Brenner and Mr. Kenny Chae has entered into a<br />

settlement agreement with <strong>the</strong> Company, Mr. Oh and <strong>the</strong> Controlling <strong>Shareholders</strong> on 17 June <strong>2011</strong><br />

pursuant to which (i) Mr. Peter Brenner agreed to waive and f<strong>or</strong>feit his rights to terminate his existing<br />

service agreements and to receive compensation payments arising from a change of control in <strong>the</strong><br />

Company pursuant to <strong>the</strong> terms of <strong>the</strong> Irrevocable Undertaking, subject to <strong>the</strong> payment of a lump sum<br />

gross payment in <strong>the</strong> amount of EUR 10.5 million to Mr. Peter Brenner by <strong>the</strong> Company on <strong>the</strong> Transfer<br />

Date; and (ii) Mr. Kenny Chae agreed to waive and f<strong>or</strong>feit his rights to receive payments arising from a<br />

sale in <strong>the</strong> Company pursuant to <strong>the</strong> terms of <strong>the</strong> Irrevocable Undertaking, subject to <strong>the</strong> payment of a<br />

lump sum gross payment in <strong>the</strong> amount of EUR 3.5 million being paid to Mr. Kenny Chae by <strong>the</strong><br />

Company on <strong>the</strong> Transfer Date.<br />

The Controlling <strong>Shareholders</strong> agree to indemnify AkzoNobel from 100% of any additional cost incurred<br />

by any member of <strong>the</strong> Group <strong>or</strong> <strong>the</strong>ir success<strong>or</strong>s from any payments to Mr. Peter Brenner and Mr.

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