POSITION STATEMENT OF XEIKON N.V.

Transcription

1 POSITION STATEMENT OF XEIKON N.V. regarding the recommended mandatory cash offer (the Mandatory Offer) within the meaning of article 5:70 of the Netherlands Act on Financial Supervision (Wet op het financieel toezicht, or the Act) by XBC B.V. (the Offeror), indirectly controlled by Bencis Capital Partners B.V. (Bencis), for all of the issued shares in the capital of Xeikon, with a nominal value of EUR 4 each, for a consideration of EUR 5.85 per share (cum dividend) (the Offer Price) This position statement has been published by Xeikon in accordance with article 24 paragraph 2 and Annex G of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the Decree). Dated 6 November 2013

2 Important information This position statement (the Position Statement) has been published by the supervisory board and management board of Xeikon for the sole purpose of providing certain information to Xeikon s shareholders - which was not yet (and did not have to be) included in their previous position statement which has been published by Xeikon on 11 September 2013 in view of the extraordinary general meeting of shareholders (the EGM) of Xeikon held on 17 September 2013 (the 11 September Position Statement) - on the Mandatory Offer, as required pursuant to article 24, paragraph 2 and Annex G of the Decree. For further information on the Mandatory Offer, reference is made to the offer memorandum dated 6 November 2013 (the Offer Memorandum). The 11 September Position Statement is attached hereto as Annex 1. To the extent the information included in the 11 September Position Statement is not contrary to the information included in this Position Statement, the 11 September Position Statement forms integral part of this Position Statement. Capitalised terms in this Position Statement not otherwise defined herein, have the meaning attributed to them in the 11 September Position Statement. Whereas the 11 September Position Statement was solely intended to provide the Shareholders with information reasonably required to make a well-informed decision during Xeikon s EGM of 17 September 2013 and was not intended to entail, nor entailed, a position statement in accordance with the Decree, the obligation for the Boards to publish this Position Statement in accordance with the Decree has been triggered by the Offeror having launched the Mandatory Offer. Given that the Mandatory Offer is a mandatory offer (verplicht bod) within the meaning of article 5:70 of the Act, Xeikon is not required, inter alia, to convene an informatory general meeting of shareholders to discuss the Mandatory Offer (article 18 paragraph 1 of the Decree does not apply). This Position Statement does not constitute or form part of an offer to sell, or a solicitation of an offer to purchase, any securities to any person in any jurisdiction. This document is not for release, distribution or publication, in whole or in part, in Australia, Canada, Japan or the United States of America. This Position Statement is not subject to AFM (stichting Autoriteit Financiële Markten) approval. Xeikon is exclusively responsible for the accuracy and completeness of the information contained in this Position Statement. The information included in this Position Statement reflects the situation as of the date of this Position Statement. Except as otherwise required by applicable law, Xeikon undertakes no obligation to update or revise publicly any such information, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Position Statement. Under no circumstances may the issue and distribution of this Position Statement be interpreted as implying that the information contained herein is true and accurate on a later date than the date hereof. This Position Statement may nevertheless include forward-looking statements that involve risk and uncertainty. Generally, words such as 'may', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'believe', 'plan', 'seek', 'continue' or similar expressions identify forward-looking statements. Although Xeikon believes the expectations reflected in such forward-looking statements are based on reasonable assumptions and are, to the best of Xeikon s knowledge, true and accurate on the date of this Position Statement, no assurance can be given that such projections will be fulfilled and no 2

3 representations are made as to the accuracy and completeness of such forward-looking statements. Any such forward-looking statements must be considered along with knowledge that actual events or results may vary materially from such predictions due to, among other things, political, economic or legal changes in the markets and environment in which Xeikon does business, and competitive developments or risks inherent to Xeikon s business plans. These risks, uncertainties and assumptions may cause the actual results, performance or achievements of Xeikon, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Moreover, the Shareholders should not interpret statements regarding past trends or activities as representations that these trends and activities will continue in the future. This Position Statement is governed by the laws of the Netherlands. Copies of this Position Statement are available at and can be obtained free-ofcharge by contacting Xeikon via [email protected] or by telephone on +31 (0)

4 CONTENTS 1 INTRODUCTION AND BACKGROUND TO THE MANDATORY OFFER COMPOSITION BOARDS AND (POTENTIAL) CONFLICT OF INTERESTS MEMBERS SUPERVISORY BOARD THE BOARDS CONSIDERATIONS REGARDING THE MANDATORY OFFER FINANCIALS EMPLOYEE CONSULTATION PROCESS OVERVIEW OF TRADING IN XEIKON FURTHER INFORMATION CONCLUSION AND RECOMMENDATION BY THE BOARDS ANNEX 1 11 September Position Statement 4

5 1 INTRODUCTION AND BACKGROUND TO THE MANDATORY OFFER A summary of the relevant developments that occurred since the publication of the 11 September Position Statement, is set out below. 17 September 2013 During the EGM on 17 September 2013, at which, inter alia, the Conditional Sale was discussed, the general meeting of shareholders of Xeikon inter alia decided to, subject to the completion of the Conditional Sale: (a) authorise the Management Board to repurchase Shares up to a maximum of 28.6% of the issued capital of Xeikon for a purchase price of EUR 5.85 per Share (equalling the Share price agreed between the Offeror and Punch under the Conditional Sale); and (b) appoint Mr Van Gessel, Mr Graulich and Mr Van de Voorde as members of the Supervisory Board (all at the nomination of the Supervisory Board, based on a proposal by the Offeror) to replace resigning Supervisory Board members Mr Vanhoutte and Mr Cok and grant discharge to Mr Vanhoutte and Mr Cok from liabilities incurred in their capacity as members of the Supervisory Board. 18 September 2013 On 18 September 2013, Mr Deschuytere resigned as CEO and member of the Management Board, subject to completion of the Conditional Sale. 20 September 2013 On 20 September 2013, Bencis Capital Partners and Gimv-XL Fund jointly announced that the Conditional Sale had completed after satisfaction of, inter alia, the condition precedent of the Disentanglement of Accentis. As a result, the Offeror became Xeikon s majority shareholder with a Share interest in Xeikon of 65.68%. 1 In addition, amongst others, the above-mentioned authorisation to repurchase own Shares, the appointment of the three new Supervisory Board members, and the resignations of Mr Vanhoutte and Mr Cok (as Supervisory Board members) and Mr Deschuytere (as Management Board member), became effective. Also, it was, inter alia, announced by Xeikon on 20 September 2013 that (i) the Supervisory Board had decided to propose the appointment of Mr Maes as CEO and member of the Management Board, which proposal was put on the agenda of Xeikon s extraordinary general meeting of shareholders to be held on 8 November 2013 and that (ii) in anticipation of his appointment as CEO and member of the Management Board, Mr Maes would already commence his duties as CEO on 23 September October 2013 On 14 October 2013, Xeikon announced that it would repurchase 5,324,423 Shares 1 As Xeikon held 3,152,332 Shares in its own capital (treasury stock) at the time, this 65.68% of the total issued Share interest in the capital of Xeikon resembles 73.8% of all issued Shares not held by Xeikon. 5

6 (1,504,103 of which were tendered by the Offeror) (corresponding with 18.5% of Xeikon s issued capital) for a consideration of EUR 5.85 per Share. 18 October 2013 On 18 October 2013, the repurchase of own Shares, which Xeikon announced on 14 October 2013, was completed. As a consequence, the Offeror s Share interest in Xeikon increased from approximately 73.8% to 85.8% of all issued Shares not held by Xeikon. On that same day, Bencis announced that it, through the Offeror, would make the Mandatory Offer. 2 COMPOSITION BOARDS AND (POTENTIAL) CONFLICT OF INTERESTS MEMBERS SUPERVISORY BOARD Since the completion of the Conditional Sale on 20 September 2013, the Boards were comprised as follows. Management Board (a) Mr C. Vlasblom (CFO). Supervisory Board (a) (b) (c) (d) Mr Z.J. van Gessel (Chairman); Mr H.B. olde Bolhaar; Mr B. Graulich; and Mr T. Van de Voorde. On 30 October 2013, Mr Vlasblom resigned as CFO and member of the Management Board with immediate effect. The Supervisory Board has designated Messrs W. Maes and C. den Ouden as temporary members of the Management Board, such in accordance with Xeikon s articles of association. As mentioned in Xeikon s press release of 20 September 2013, Mr Maes already commenced his duties as CEO of Xeikon on 23 September 2013 anticipating his formal appointment, which is one of the voting items on the agenda for Xeikon s EGM to be held on 8 November Mr Den Ouden has been contracted as CFO ad interim on a temporary basis, but is expected to be nominated for appointment by the general meeting of shareholders of Xeikon as CFO and member of the Management Board in due course. Mr Den Ouden used to work for, inter alia, Argos, Robeco Group and Maetis Arbo. It should be noted that Mr Maes may have a (potential) conflict of interest in respect of the Mandatory Offer, as he has been offered to participate indirectly in the Offeror and therefore indirectly in Xeikon. In view of the fact that Mr Den Ouden has been engaged as CFO ad interim only as of 30 October 2013 and previous to such engagement has had no involvement with Xeikon whatsoever, he has not participated in any deliberations regarding 6

7 the conclusions and recommendations by the Boards as set out in this Position Statement. For the avoidance of doubt and in line with the above, it should therefore be noted that where reference is made in this Position Statement to the view of the Boards or the Boards considerations regarding the Mandatory Offer or conclusion and recommendation by the Boards or wording of similar import is used, the paragraph above should be taken into account. It should be noted that Messrs Van Gessel, Graulich and Van de Voorde may each have a (potential) conflict of interest in respect of the Mandatory Offer which, in respect of Mr Van Gessel, results from the fact that he is also managing partner of Bencis Capital Partners, in respect of Mr Graulich results from the fact that he is also partner of Bencis Capital Partners, and in respect of Mr Van de Voorde results from the fact that he is also partner at Gimv NV, which, in its capacity as sponsor and manager, indirectly participates in the Offeror through Gimv-XL Fund. 3 THE BOARDS CONSIDERATIONS REGARDING THE MANDATORY OFFER 3.1 The Boards non-financial considerations of the Mandatory Offer Strategic rationale Bencis (through the Offeror) endorses Xeikon s strategy and will respect and support the execution thereof, inter alia by actively working together with Xeikon s management team to realise Xeikon s growth ambitions with the aim to strengthen Xeikon s competitive position and create a basis for long term value creation (refer to sections 5.4 and of the Offer Memorandum). With Bencis support and resources, Xeikon will be better positioned to face challenges and realise its full potential and execute its growth strategy and the required investments Employment and place of business Bencis, the Offeror nor Xeikon expect the Mandatory Offer to have any adverse consequences for employees of members of the Xeikon group, the relevant employment conditions at members of the Xeikon group or the locations (including Xeikon s current establishment in Eede) where employees of these companies are working (refer to sections and of the Offer Memorandum) Governance Since the consummation of the Conditional Sale on 20 September 2013, the Boards consist of the members mentioned in section 2 above. Supervisory Board members Mr Van Gessel, Mr Graulich and Mr Van de Voorde have been appointed at the nomination of the Supervisory Board, based on a proposal by the Offeror. As set forth in section 2 of this Position Statement and section of the Offer Memorandum, (i) Mr W. Maes is expected to be appointed as CEO at the EGM of Xeikon to be held on 8 November 2013, such at the binding nomination of the Supervisory Board in its new, post-20 September 2013, composition (the 8 November EGM of Xeikon is not an 7

8 informatory EGM to discuss the Mandatory Offer, since no such meeting is required pursuant to article 18 paragraph 1 of the Decree, as article 18 paragraph 1 of the Decree does not apply to the Mandatory Offer), and (ii) Mr Den Ouden is expected to be nominated for appointment by the general meeting of shareholders of Xeikon as CFO and member of the Management Board in due course. Mr Maes has already commenced his duties as CEO of Xeikon on 23 September 2013 and both Mr Maes and Mr Den Ouden have been designated as temporary members of the Management Board with effect as of 30 October It is currently not envisaged that the composition of the Boards will change any further in connection with the Mandatory Offer. Xeikon still deviates from best practice provision III.2.1 of the Dutch Corporate Governance Code, which deviation was previously approved by the general meeting of shareholders of Xeikon Certainty of funds On 20 September 2013, Bencis Capital Partners and Gimv-XL jointly announced, in accordance with article 7, paragraph 4 of the Decree, that the Offeror had taken all reasonable measures to pay the Offer Price, i.e. EUR 5.85 (cum dividend) per Share, under the Mandatory Offer by attracting committed financing. The Offeror will finance the Mandatory Offer through a combination of fully committed equity and mezzanine and senior debt financing (for further details, please refer to section 5.6 of the Offer Memorandum) Minority Shareholders As indicated in sections , and of the Offer Memorandum, the Offeror inter alia intends to delist Xeikon and acquire 100% of the Shares either through the Mandatory Offer or through the implementation of a subsequent squeeze-out of minority Shareholders who have not tendered their Shares under the Mandatory Offer or any other permitted restructuring measures. The Offeror has announced (in section of the Offer Memorandum) that remaining minority Shareholders will be offered an amount equal to at least the Offer Price as consideration for their Shares in a squeeze-out, unless there would be financial, business or other developments or circumstances that would justify a different price (including the payment of dividends). The Boards have carefully considered the position of the remaining minority Shareholders when deciding on their position in respect of the Mandatory Offer, including the fact that, since completion of the Conditional Sale and the subsequent repurchase of own Shares as set out in section 1 (Introduction) above, the Offeror already holds 85.8% of all issued Shares not held by Xeikon Other stakeholders Bencis and Xeikon have taken into account the effect of the Mandatory Offer on other stakeholders of Xeikon, such as customers and creditors, and confirm that they do not expect adverse consequences for these stakeholders as a result of the Mandatory Offer (please also refer to section 5.4 of the Offer Memorandum). 8

9 3.2 The Boards financial considerations of the Mandatory Offer The table below shows the lowest and the highest closing prices, as well as the daily volume-weighted average prices (VWAPs) of the Shares of Xeikon over a number of historical trading periods and shows that the Offer Price implies the premiums as set out below. Share price in EUR Premium / (Discount) at Offer Price Period Low High VWAP Low High VWAP 18 July up to up to the day of the Initial Announcement Last 12-months up to and including the Reference Date Last 6-months up to and including the Reference Date Last 3-months up to and including the Reference Date Last 6-months up to the day of the Initial Announcement Last 3-months up to the day of the Initial Announcement % -10.0% 83.0% % 68.6% 101.7% % 68.6% 103.6% % 68.6% 90.6% % 9.2% 31.9% % 9.2% 26.6% Closing price Reference Date 3.47 Premium at Offer Price of EUR % Note 1: Listing of Xeikon on Euronext Amsterdam Source: Bloomberg When comparing the Offer Price - which the Offeror has confirmed to (i) equal the price per Share paid by the Offeror to Punch under the Conditional Sale and which consequently (ii) represents, in accordance with article 5:80a of the Act, the highest price for the Shares paid by the Offeror in the 12 months preceding the announcement of the Mandatory Offer on 18 October 2013 (refer to section of the Offer Memorandum) - to historical closing prices, the Offer Price represents: (a) a premium of 68.6% to the closing price per Share on Euronext Amsterdam on 7 January 2013, the last trading day before Xeikon s press release referring to a possible takeover bid (the Reference Date); (b) (c) (d) (e) a premium of 90.6% to the average VWAPs per Share on Euronext Amsterdam for the three-month period prior to and including the Reference Date; a premium of 103.6% to the average VWAPs per Share on Euronext Amsterdam for the six-month period prior to and including the Reference Date; a premium of 101.7% to the average VWAPs per Share on Euronext Amsterdam for the 12-month period prior to and including the Reference Date; a premium of 26.6% to the average VWAPs per Share on Euronext Amsterdam for the three-month period prior to 18 July 2013, the day on which Bencis Capital 9

10 Partners and Punch jointly announced that they had entered into the Conditional Sale at a price in cash of EUR 5.85 per Share (the Initial Announcement); (f) (g) a premium of 31.9% to the average VWAPs per Share on Euronext Amsterdam for the six-month period prior to the day of the Initial Announcement; and a premium of 83.0% to the average VWAPs per Share on Euronext Amsterdam since 18 July 2007 up to the day of the Initial Announcement. Based on a net financial debt as at 31 December 2012 of EUR 10.8 million, the Offer Price represents an enterprise value for Xeikon of 5.0x EBITDA 2012 and 8.0x EBIT The enterprise value has been calculated based on 28,710,371 Shares issued as at the day of the Initial Announcement (excluding the 3,152,332 treasury stock held by Xeikon at the date of the Initial Announcement). It should be noted that in the period up till 20 September 2013, as such including the Reference Date and the day of the Initial Announcement, the Xeikon share price may not have reflected completion of the Disentanglement which was part of the Xeikon Conditions Precedent to the Conditional Sale, which were fulfilled and completed on 20 September In addition to the foregoing, the Boards have considered the following in their financial assessment of the Mandatory Offer: 1. The fairness opinion by Petercam SA/NV dated 7 August 2013, stating that, subject to the assumptions made therein, in the opinion of such adviser the sale of the 65.86% Share interest by Punch to the Offeror at a price per Share of EUR 5.85 is fair from a financial point of view. The aforesaid price per Share equals the Offer Price payable under the Mandatory Offer. This fairness opinion is in a form and content satisfactory to the Boards and consistent with Dutch practice and is attached as annex 2 to the 11 September Position Statement. 2. The Offer Price is equal to the highest price paid by the Offeror for Shares in the 12 months preceding the date of the announcement of the Mandatory Offer on 18 October 2013, and therefore constitutes a fair price pursuant to article 5:80a, paragraph 1 of the Act. 3. The Offeror is able to fulfil its cash obligations under the Offer from readily available sources. 4. The all-cash Offer Price provides Shareholders the opportunity to realise immediate value in cash for their Shares, eliminating price risk related to the execution of Xeikon s strategy. 5. At the time of this Position Statement, there are no better (actual) competing public offers from a financial point of view that offer the same degree of transaction certainty to Xeikon s stakeholders and in view of the fact that the Offeror already 10

11 4 FINANCIALS holds 85.8% of all Shares not held by Xeikon, there is no realistic alternative for the Mandatory Offer. Reference is made to section 2.3 and Part B: Financial Information of the Offer Memorandum, where inter alia the following financial information in relation to Xeikon has been included: (a) a consolidated income statement relating to the financial years 2012, 2011 and 2010; (b) a consolidated balance sheet relating to the financial years 2012, 2011 and 2010; (c) (d) (e) (f) a consolidated cash flow statement relating to the financial years 2012, 2011 and 2010; an independent auditor s report on the selected consolidated financial information for the financial years 2012, 2011 and 2010; financial statements relating to the financial year 2012, including explanatory notes and independent auditor s report; and interim financial information in the form of a consolidated half-yearly report for the first half of 2013, including independent auditor s review report. 5 EMPLOYEE CONSULTATION PROCESS Within the Xeikon group, there is no Dutch works council. As a result, the Dutch Works Councils Act (Wet op de ondernemingsraden) does not apply and no advice in respect of the Mandatory Offer is required. The only works councils within the Xeikon group are installed in Belgium, at the level of Belgian subsidiaries Xeikon Manufacturing nv and Xeikon Prepress nv. The relevant employee consultation procedures with these works councils, as referred to in the 11 September Position Statement, have been completed. The Dutch Social Economic Council (Sociaal Economische Raad) has been notified of the Mandatory Offer in accordance with the SER Merger Code (SER-besluit Fusiegedragsregels 2000) and since there are no trade unions involved, no trade unions had to be notified. 6 OVERVIEW OF TRADING IN XEIKON None of the members of the Boards holds Shares and no transactions were performed by the members of the Boards in Xeikon securities during the year preceding the date of this Position Statement. It is, however, noted that Gerard Cok, former member of the Supervisory Board, sold and transferred 117,882 Shares to Xeikon through Summa N.V. and 4,249 Shares through Mohist B.V. in the repurchase of own Shares by Xeikon on 18 October

12 7 FURTHER INFORMATION Copies of this Position Statement are available free of charge at the office of Xeikon and can be obtained by contacting Xeikon at the address below. Xeikon N.V. Brieversstraat GZ Eede The Netherlands Digital copies of the Position Statement are also available on the website of Xeikon ( 8 CONCLUSION AND RECOMMENDATION BY THE BOARDS Given all of the above and the considerations set out in the 11 September Position Statement, the Boards hereby confirm the conclusions of the Boards (as constituted before 20 September 2013) as referred to in the 11 September Position Statement and believe that to date the Offer Price is fair to the Shareholders from a financial point of view and that the Mandatory Offer is in the best interest of Xeikon, the Shareholders and its other stakeholders and accordingly, the Boards unanimously approve and fully support the Mandatory Offer and recommend to the Shareholders to accept the Mandatory Offer and to tender their Shares under the Mandatory Offer. As to the position of the respective individual members of the Boards, the (potential) conflicts of interest as set out in section 10 of this Position Statement should be noted. 6 November 2013 The Supervisory Board Mr Z. van Gessel Mr H.B. olde Bolhaar Mr B. Graulich Mr T. Van de Voorde The Management Board Mr W. Maes as temporary member in accordance with article 15 paragraph 9 of Xeikon s articles of association 12

13 ANNEX 1 11 SEPTEMBER POSITION STATEMENT

14 POSITION STATEMENT OF XEIKON N.V. regarding, inter alia, the conditions precedent relating to Xeikon N.V. which according the press release of Bencis (as defined hereinafter) and Punch (as defined hereinafter) of 18 July 2013 have been set out in the conditional agreement between Punch International nv (Punch) and Bencis Capital Partners Belgium NV, through its wholly owned subsidiary XBC B.V. (Bencis), on a sale by Punch to Bencis of Punch s 65.68% share interest in Xeikon N.V. This position statement has been published by Xeikon N.V. in view of the extraordinary general meeting of shareholders of Xeikon N.V. (EGM) which will be held on 17 September 2013 at 9:00 hours CET, at Brieversstraat 70, 4529 GZ Eede, the Netherlands. Dated 11 September 2013

15 Important information This position statement (the Position Statement) has been published by the supervisory board and management board of Xeikon N.V. (Xeikon or the Company) for the sole purpose of providing information to its shareholders regarding, inter alia, the conditions precedent relating to Xeikon which according to the press release of Bencis and Punch of 18 July 2013 have been set out in the conditional agreement between Punch and Bencis on a sale by Punch to Bencis of Punch s 65.68% share interest in Xeikon at a price per share of EUR 5.85 (the Conditional Sale). If the Conditional Sale will become unconditional and the transfer to Bencis of Punch s 65.68% share interest in Xeikon will be consummated, Bencis will pursuant to the Act on the Financial Supervision (Wet op het financieel toezicht, the Act) be obliged to make a mandatory offer for all remaining Xeikon shares (the Mandatory Offer). Any of the issued and outstanding ordinary shares of Xeikon with a nominal value of EUR 4 will be hereinafter referred to as the Shares, and the holders of such Shares are referred to as the Shareholders. This Position Statement does not constitute or form part of an offer to sell, or a solicitation of an offer to purchase, any securities to any person in any jurisdiction. This document is not for release, distribution or publication, in whole or in part, in Australia, Canada, Japan, or the United States of America. This Position Statement is not subject to AFM (stichting Autoriteit Financiële Markten) approval and does not entail a position statement in accordance with the Decree on Public Takeover Bids (Besluit openbare biedingen Wft). Xeikon is exclusively responsible for the accuracy and completeness of the information contained in this Position Statement. The information included in this Position Statement reflects the situation as of the date of this Position Statement. Except as otherwise required by applicable law, Xeikon undertakes no obligation to update or revise publicly any such information, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Position Statement. Under no circumstances may the issue and distribution of this Position Statement be interpreted as implying that the information contained herein is true and accurate on a later date than the date hereof. This Position Statement may nevertheless include forward-looking statements that involve risk and uncertainty. Generally, words such as 'may', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'believe', 'plan', 'seek', 'continue' or similar expressions identify forward-looking statements. Although Xeikon believes the expectations reflected in such forward-looking statements are based on reasonable assumptions and are, to the best of Xeikon s knowledge, true and accurate on the date of this Position Statement, no assurance can be given that such projections will be fulfilled and no representations are made as to the accuracy and completeness of such forward-looking statements. Any such forward-looking statements must be considered along with knowledge that actual events or results may vary materially from such predictions due to, among other things, political, economic or legal changes in the markets and environment in which Xeikon does business, and competitive developments or risks inherent to Xeikon s business plans. These risks, uncertainties and assumptions may cause the actual results, performance or achievements of Xeikon, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Moreover, the Shareholders should not interpret

16 statements regarding past trends or activities as representations that these trends and activities will continue in the future. This Position Statement is governed by the laws of the Netherlands. Copies of this Position Statement are available at and can be obtained free-ofcharge by contacting Xeikon via or by telephone on +31 (0)

17 CONTENTS 1 INTRODUCTION (POTENTIAL) CONFLICT OF INTERESTS OF MEMBERS OF THE BOARDS THE BOARDS CONSIDERATIONS REGARDING THE TRANSACTION EMPLOYEE CONSULTATION PROCESS FURTHER INFORMATION CONCLUSION AND POSITION OF XEIKON AND THE BOARDS ANNEX 1 FAIRNESS OPINION PETERCAM SA/NV ANNEX 2 FAIRNESS OPINION PETERCAM SA/NV ANNEX 3 AGENDA OF THE EGM... 39

18 9 INTRODUCTION At the EGM - to be held on 17 September 2013, at 9:00 hours CET, at Brieversstraat 70, Eede, 4529 GZ, the Netherlands - inter alia, the Conditional Sale will be discussed including the items on the EGM agenda regarding the proposals to amend the articles of association of Xeikon, the authorisation of the management board of Xeikon (the Management Board) to repurchase Shares and the resignation and appointment of members of the supervisory board of Xeikon (the Supervisory Board), which agenda items are all subject to fulfilment of the condition precedent of the consummation of the Conditional Sale. In this Position Statement, the Management Board and the Supervisory Board (together, the Boards) would like to inform the Shareholders about the conditions precedent of the Conditional Sale which directly relate to Xeikon (the Xeikon Conditions Precedent). In addition to the Xeikon Conditions Precedent, the Conditional Sale has been made subject by Bencis, inter alios, to Bencis having obtained third party financing on acceptable certain funds terms for the funding of, inter alia, the acquisition of the Shares by Bencis under the Conditional Sale and the Mandatory Offer (the Other Conditions Precedent). If the Xeikon Conditions Precedent and the Other Conditions Precedent will be fulfilled, the Conditional Sale will become unconditional and the transfer to Bencis of Punch s 65.68% Share interest in Xeikon will be consummated, Bencis will pursuant to the Act be obliged to make the Mandatory Offer. If the Mandatory Offer will be made, the Act requires that Xeikon will, prior to the end of the tender period of such Mandatory Offer, publish a position statement in that respect, in accordance with article 24, paragraph 2 and Annex G of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). On 8 January 2013, Xeikon announced that it had engaged in initial discussions with a party who had indicated that it might be interested in entering into a potential transaction regarding Xeikon, by way of making a public takeover bid for all Shares. In its press release of 27 February 2013 on its 2012 annual figures, Xeikon referred to its press release of 8 January In its press release of 13 May 2013 regarding its trading update Q1 2013, Xeikon referred to its press release of 8 January 2013 and reaffirmed that discussions on a possible transaction were ongoing. On 12 July 2013, Punch announced that it was involved in discussions with a party who had indicated that it was interested in acquiring Punch s 65.68% Share interest in Xeikon at a price per Share of EUR On that same date Xeikon published a press release in which it confirmed to have taken cognizance of the announcement of Punch. On 18 July 2013, Punch and Bencis announced that they had reached agreement on the Conditional Sale. According to this press release, the Conditional Sale was subject to the fulfillment, at the latest on 17 September 2013, of a number of conditions precedent (including the Xeikon Conditions Precedent). Please refer to section 2 of this Position Statement for a further description of the Xeikon Conditions Precedent and the non-financial and financial considerations of the Boards on the Xeikon Conditions Precedent and the

19 Transaction (as defined hereinafter). On that same date, Xeikon published a press release in which it confirmed to have taken cognizance of the announcement of Punch and Bencis. In its press release of 23 August 2013 on its semi-annual 2013 figures, Xeikon referred to its press releases of 12 and 18 July 2013 regarding the Conditional Sale and the Mandatory Offer and also mentioned that if the Conditional Sale were to be consummated in the second half of 2013, Xeikon would include in its 2013 annual figures a discount i.e. loss to the book value of the Accentis Participation (as defined hereinafter) and the Accentis Receivables (as defined hereinafter) of approximately EUR 18 million. 10 (POTENTIAL) CONFLICT OF INTERESTS OF MEMBERS OF THE BOARDS The Boards are comprised as follows. Management Board (g) (h) Mr F. Deschuytere (CEO); and Mr C. Vlasblom (CFO). Supervisory Board (a) (b) (c) Mr H.B. olde Bolhaar (Chairman); Mr A.F. Vanhoutte; and Mr G.P. Cok. The Supervisory Board has been informed by Mr Deschuytere of his (potential) conflict of interest in respect of the Transaction (as defined hereinafter), which results from the fact that Bencis has indicated that if the Transaction succeeds, his membership of the Management Board will not be continued. The Supervisory Board has furthermore been informed by Messrs Vanhoutte and Cok about their (potential) conflicts of interest in respect of the Transaction, which, in respect of Mr Vanhoutte, results from the facts that he is also a member of the management board of Punch and, in respect of Mr Cok, results from the facts that (i) his next of kin are indirect majority shareholder of Punch and (ii) he is a member of the board of directors of Accentis nv (Accentis). Although Mr Vlasblom, like Mr Vanhoutte, is also a member of the management board of Punch, his position as management board member of Punch does not result in a (potential) conflict of interest in respect of the Transaction as (i) at the level of Punch, Mr Vlasblom has been entirely excluded from the decision-making process and ancillary deliberations regarding the Transaction and (ii) Mr Vlasblom has not in any way been incentivised or disincentivised by either Punch or Bencis to approve or disapprove of the Transaction. Taking into account the above, the Supervisory Board has decided with due observation of the applicable laws, the Dutch Corporate Governance Code, the Company s articles of

20 association and the Management Board s by-laws, that neither of Messrs Deschuytere, Vanhoutte and Cok is allowed to, on behalf of Xeikon, participate in the decision-making process or the ancillary deliberation regarding the Transaction and that, consequently, the entire decision-making process and all deliberations of Xeikon regarding the Transaction would have to be conducted by Mr Vlasblom and Mr Olde Bolhaar, assisted by external advisers as well as all relevant persons within the Xeikon group, to the extent permitted by applicable law. Since then, in order to avoid any conflicts or apparent conflicts of interest between the Company and the relevant members of its Management Board and Supervisory Board, the decision-making process and ancillary deliberations of Xeikon regarding the Transaction have been conducted by Mr Vlasblom and Mr Olde Bolhaar in accordance with the above. 11 THE BOARDS CONSIDERATIONS REGARDING THE TRANSACTION It should be noted that, although initially Bencis and Xeikon held discussions on a potential voluntary friendly public takeover bid, later on in the process Bencis and Punch entered into direct talks with each other on an alternative structure which talks resulted in Bencis and Punch entering into a conditional agreement on the Conditional Sale to be followed by a Mandatory Offer. Xeikon has not been involved in these negotiations between Bencis and Punch. However, given that according to the press release of Bencis and Punch of 18 July 2013, the agreement between Bencis and Punch regarding the Conditional Sale was subject to the fulfilment of a number of conditions precedent which directly related to Xeikon (i.e. the Xeikon Conditions Precedent), the Boards decided to enter into discussions with Punch and Bencis in order to adequately assess the Xeikon Conditions Precedent with a view on reaching a position on whether Xeikon and the Boards would be able to cooperate with Bencis on the fulfilment of (i) the Xeikon Conditions Precedent and the consummation of (ii) the Conditional Sale and (iii) the Mandatory Offer (sub (i) through (iii) together referred to as: the Transaction) The Xeikon Conditions Precedent Pursuant to the press release of Bencis and Punch of 18 July 2013, the obligation of Bencis and Punch to execute the Conditional Sale is subject to the fulfilment, at the latest on 17 September 2013, of a number of conditions precedent which include the following Xeikon Conditions Precedent: (d) The condition that Punch will acquire from Xeikon receivables payable by Xeikon customers to Xeikon consisting of a principal amount representing the unpaid part of the purchase price of machines which have been sold and delivered to such customers (the Customer Receivables and such acquisition, the Customer Receivables Transfer) as follows: (i) at the consummation of the Conditional Sale, a first tranche of Customer Receivables in an aggregate amount not exceeding EUR 6 million; and

21 (ii) during a six-year period after the consummation of the Conditional Sale, additional tranches of Customer Receivables, not exceeding an aggregate amount of EUR 1.5 million per year, provided that this facility (i.e. the outstanding amount under the Customer Receivables so acquired by Punch) will at any time be limited to an amount of EUR 6 million of principal amount in aggregate. This financing arrangement regarding the aforesaid Customers Receivables may serve to strengthen Xeikon s working capital until The Customers Receivables Transfer will be structured such that Punch will have no recourse against Xeikon in the event of non-payment by or insolvency of the relevant customers. (e) The condition that a disentanglement (the Disentanglement) will be effected between Punch and Xeikon, substantially as follows: (i) (ii) (iii) (iv) Xeikon is to transfer to Punch (i) all 554,484,942 shares in Accentis of which Xeikon is the holder, representing 43.74% of the outstanding share capital of Accentis the book value of which amounts to EUR 5.5 million - (the Accentis Shares), at a purchase price payable by Punch of EUR 0.01 per Accentis Share, plus (ii) Xeikon s receivable on Accentis pursuant to a loan granted in June the outstanding principal plus interest will amount to approximately EUR 29 million as at 17 September (together, the Accentis Receivables), at a purchase price of EUR 4,055,150. Accordingly, the total purchase price payable by Punch to Xeikon regarding the transfer of the Accentis Shares and the Accentis Receivables amounts to approximately EUR 9.6 million. From discussions with Punch and Bencis, Xeikon has in the meantime learned that as part of the Disentanglement also all existing debt owned by Punch to Xeikon as of 17 September 2013 (including interest up to and including 30 June 2013), is to be settled by Punch. Such debt relates to funds made available by Xeikon to Punch under a EUR 15 million credit facility granted by Xeikon to Punch until 31 December Whereas this debt amounted to EUR 9.4 million as at 30 June 2013 (please refer to Xeikon s press release of 23 August 2013 on Xeikon s 2013 semi-annual figures), Xeikon expects the debt to have increased to approximately EUR 9.7 million as at 17 September Punch is to transfer to Xeikon all shares in Point-IT NV (Point-IT) of which Punch is the holder, representing 100% of the outstanding share capital of Point-IT, at a purchase price payable by Xeikon to Punch of EUR 800,000. The condition that, as already agreed between Xeikon and Accentis as part of the further reorganisation of Accentis financial position, Accentis will transfer to Xeikon the premises located at the Oostkaai in Ieper (Belgium), including the related lease agreement under which Xeikon currently leases the premises from Accentis, at a net purchase price payable by Xeikon to Accentis of approximately EUR 6.8 million (approximately EUR 9.2 million (the purchase

22 price for the premises) minus approximately EUR 2.4 million (the net present value of the lease agreement as of 17 September 2013). Further details on the agreed transfer of the premises at the Oostkaai can be found in Accentis press release of 23 August 2013 regarding its 2013 semi-annual figures. From discussions with Punch and Bencis, Xeikon has in the meantime also learned that the respective payment obligations of each of Punch and Xeikon in respect of the Customer Receivables Transfer and the Disentanglement should be settled between Xeikon and Punch as follows: Punch will pay to Xeikon in cash an aggregate settlement amount (the Disentanglement Settlement Amount) owed by Punch to Xeikon resulting from the following formula: item (d) + item (e)(i) + item (e)(ii) -/- item (e)(iii) -/- item (e)(iv). (f) (g) Bencis also anticipates that Xeikon will repurchase up to 28.6% of Xeikon s Shares for a purchase price of EUR 5.85 per Share (the Repurchase), which is equal to the price per Share that will be paid by Bencis to Punch upon consummation of the Conditional Sale and to the bid price per Share that will be paid by Bencis for all Shares tendered under the Mandatory Offer. Finally, in entering into the Conditional Sale, Bencis and Punch have assumed that Xeikon will cooperate with them on effecting each of the transactions mentioned in items (d), (e) and (f) above The Other Conditions Precedent In addition to the Xeikon Conditions Precedent, the Conditional Sale has been made subject by Bencis to (i) Bencis having obtained third party financing on acceptable certain funds terms for the funding of, inter alia, the acquisition of the Shares by Bencis under the Conditional Sale and the Mandatory Offer and (ii) the national competition authorities of Germany having approved the sale of Shares to Bencis (in as far as required) The Boards considerations of the Transaction The Boards have given due and careful consideration to both the non-financial and financial consequences of the Transaction for the Company and its stakeholders (including the Shareholders), also (a) in relation to assessing all other strategic options, such as standalone scenarios and alternative forms of third party transactions and co-operations and (b) importantly, the strong wish of Xeikon s majority shareholder, Punch, to divest its 65.68% Share interest.

23 The Boards non-financial considerations of the Transaction Strategic rationale Bencis supports the business strategy of Xeikon and will respect and support the business plans of Xeikon. Bencis will also make available sufficient funds to further grow the business of Xeikon in a manner that reflects Xeikon s business strategy. The Boards feel that the Customers Receivables Transfer and the Disentanglement will also positively affect the strategy and business plans of Xeikon, inter alia, in light of the following: (h) (i) (j) Given that the Customers Receivables Transfer will be structured such that Punch will have no recourse against Xeikon in the event of non-payment by or insolvency of the relevant customers, the Customer Receivables Transfer will give Xeikon more financial headroom allowing it to meet growing customers demand for leasing solutions. Accentis is a real estate investment company whose activities have no added value to the business and strategy of Xeikon whatsoever. The divestment of the Accentis Receivables and the Accentis Participation will therefore allow Xeikon to focus on its core business and activities. The services rendered by Point-IT are crucial to Xeikon and by acquiring all shares in Point-IT, Xeikon will safeguard the continuation of such services while at the same time meeting Bencis condition that a disentanglement between Punch and Xeikon needs to be effected. The sale and transfer by Accentis to Xeikon of the premises located at the Oostkaai in Ieper had already been agreed between Accentis and Xeikon prior to the announcement of Punch and Bencis on their conditional agreement regarding the Conditional Sale. The activities of Xeikon Prepress nv are located in these premises and by purchasing these premises, Xeikon will be able to continue such activities in these premises, while at the same time settling its exposure on Accentis. Bencis would like Xeikon to aim to repurchase between 4,922,906 and 8,205,844 Shares within a number of weeks after the Conditional Sale shall have been consummated, which corresponds to 17.2% to 28.6% of the outstanding share capital of the Company. Subject to Xeikon being authorised at the EGM to conduct the Repurchase and subject to external financing being available plus part of cash proceeds from the Disentanglement Settlement Amount (after reimbursement by Xeikon of the existing bankers consortium), Xeikon would in principle be willing to cooperate with the Repurchase since this will give free float Shareholders the opportunity to tender their Shares in the Repurchase outside the Mandatory Offer at the same price per Share payable by Bencis to Punch under the Conditional Sale and the same price to be offered under the Mandatory Offer. Under the Repurchase, free float Shareholders will even be given preference over Bencis, subject to Bencis right to tender 1,504,103 Shares (i.e. 5.2%) Employment

24 Bencis has informed Xeikon that there shall be no foreseeable negative consequences for the existing level of employment within the Xeikon group companies as a direct result of the consummation of the Conditional Sale and the Mandatory Offer and Xeikon would expect Bencis to respect the existing rights of the employees of the Xeikon group companies pursuant to employment agreements and other arrangements, including social plans, pension plans and collective labour agreements Governance Subject to the Conditional Sale having been consummated, the Supervisory Board shall consist of four members. In addition to Mr H.B. Olde Bolhaar - Mr Z. Van Gessel, Mr B. Graulich and Mr T. Van de Voorde shall be appointed at the EGM, who have been nominated by Bencis. For the avoidance of doubt, these appointments will still mean that the Company deviates from best practice provision III.2.1 of the Dutch Corporate Governance Code, which deviation was previously approved by the general meeting of shareholders of Xeikon. Subject to the Conditional Sale having been consummated, Mr F. Deschuytere will resign and the Management Board. It is envisaged that (i) Mr W. Maes will succeed Mr F. Deschuytere as CEO. And (ii) Mr C. Vlasblom remains the CFO Place of business It is currently foreseen that Xeikon s main offices will remain on their current locations after the integration Certainty of funds Bencis has, as of the date of this Position Statement, not yet provided written confirmation to Xeikon that it has obtained third party financing on acceptable certain funds terms for the funding of the acquisition of the Shares by Bencis under the Conditional Sale and the Mandatory Offer. Currently, Xeikon and Bencis are in discussions on the request of Bencis and the relevant financing banks to accede to the third party financing arrangements as borrower and guarantor The Boards financial considerations of the Transaction Financial consideration of the Xeikon Conditions Precedent The financial considerations of the Boards regarding the Customers Receivables Transfer and the Disentanglement are as follows: (k) (l) With regard to the financial assessment of the Boards of the Customer Receivables Transfer, reference is made to the first bullet of paragraph (h) of this Position Statement. The Boards feel that the considerations set out in such paragraph both apply to a non-financial and financial assessment of the Transaction. A transfer of the Accentis Receivables and the Accentis Participation will result in Xeikon no longer having to be responsible for significant funding requirements of

25 Accentis in future years. In this respect it should be noted that the Accentis Participation has resulted in considerable impairments costs for Xeikon which have negatively affected its profits over the past years. Given the specific nature of many of Accentis real estate assets as well as current economic conditions and associated market demand for these real estate assets, a sale of Accentis real estate assets in a short timeframe may occur at a significant discount to the estimated market value. As mentioned above, it is expected that Accentis will require significant funding in future years whereby additional equity funding cannot be excluded. This could be associated with substantial dilution for existing shareholders of Accentis (such as Xeikon). It cannot be excluded that in the absence of additional equity financing, holders of the unsecured debt (such as the Accentis Receivables) will be asked to consider a debt restructuring. The Accentis Receivables is de facto subordinated to Accentis bank debt given that it is unsecured and given its position on the balance sheet of Accentis. In the absence of additional external funding of Accentis, repayment of interest and principal of the Accentis Receivables will be dependent on the ability of subsidiaries to upstream funds to Accentis. Most of the bank financing is currently guaranteed by Punch. In case new external debt funding has to be attracted, it is uncertain whether Punch would be willing to act as guarantor. The absence of Punch s guarantee may have an impact on the banks willingness to provide financing to Accentis. The Accentis Receivables have a long maturity, there is no liquid market in the Accentis Receivables and its potential liquidity is further diminished by its limited size. All parties with whom Xeikon has held discussions on a possible acquisition of control of the Company, requested the Accentis Participation and the Accentis Receivables to be divested by Xeikon as part of any such acquisition. Finally, Xeikon has engaged Petercam SA/NV (Petercam) and requested them to provide Xeikon with a fairness opinion on the financial conditions of a transfer of the Accentis Receivables and the Accentis Participation to Punch. In addition to the foregoing considerations, the Boards have considered in their financial assessment of a divestment by Xeikon to Punch of the Accentis Receivables and the Accentis Participation, the fairness opinion of Petercam, addressed to the Company dated 7 August 2013, stating that, subject to the assumptions made therein, in the opinion of Petercam, the transfer of the Accentis Receivables and the Accentis Participation to Punch, is fair from a financial point of view. This fairness opinion of Petercam is attached hereto as Annex 1. (m) (n) All existing debt owned by Punch to Xeikon as of 17 September 2013, is to be settled by Punch at book value (i.e. approximately EUR 9.7 million). Please also refer to item 11.1(e)(ii) of this Position Statement. The purchase price of EUR 800,000 regarding the intended transfer by Punch to Xeikon of all shares in Point-IT equals approximately 3 times operational profits of

26 Point IT, which the Boards feel is a fair valuation also bearing in mind that part of Point-IT s profits result from turnover which is being on-charged by Point-IT to Xeikon. The purchase price of EUR 9.2 million payable by Xeikon to Accentis for the transfer of the premises located at the Oostkaai in Ieper, has been based on an appraisal carried out by estate agent and surveyor Troostwijk. As to the financial considerations of the Boards regarding the price per Share for which it is envisaged that Xeikon will conduct the Repurchase, reference is made to paragraph of this Position Statement Financial considerations of the Conditional Sale and the Mandatory Offer If the Xeikon Conditions Precedent and the Other Conditions Precedent will be fulfilled, the Conditional Sale can be consummated and Bencis will have to make the Mandatory Offer, all such at a price per Share of EUR 5.85 (the Share Price). When comparing the Share Price of EUR 5.85 per Share, it, inter alia, represents: (o) (p) a premium even to the price at which Shares have traded at any point in time in the period between 8 January 2013 and 11 July 2013 (i.e. EUR 4 to EUR 5.1) - 8 January 2013, being the date of the first public announcement of Xeikon on its initial talks regarding a potential public takeover bod and 11 July 2013 being the last trading date on NYSE Euronext Amsterdam prior to 12 July 2013, being the date on which Punch announced that it was involved in discussions with a party who had indicated that it was interested in acquiring Punch s 65.68% Share interest in Xeikon at a price per Share of EUR 5.85; a premium which is higher than the premiums paid in recent public takeover bids on NYSE Euronext Amsterdam. Based on the average premiums paid in recent public takeover bids on NYSE Euronext Amsterdam, the estimated value per Share would amount to EUR 4.4 to EUR 4.6. Based on the Boards knowledge of the market and industry in which Xeikon operates, the Boards experience, the Boards are of the opinion that the Share Price is fair to the Shareholders from a financial point of view. In addition to the foregoing, the Boards have considered the following in their financial assessment of the Conditional Sale and the Mandatory Offer: (q) (r) The fairness opinion by Petercam, addressed to Xeikon dated 7 August 2013, stating that, subject to the assumptions made therein, in the opinion of Petercam, the Share Price is fair from a financial point of view. This fairness opinion of Petercam is attached hereto as Annex 2. At the time of this Position Statement, there are no better (actual) competing public offers from a financial point of view that offer the same degree of transaction certainty to Xeikon s stakeholders.

27 The above elements would, in the view of the Boards, make the Transaction the best option for Xeikon, its Shareholders and its other stakeholders from a financial point of view. It should be noted however, that as of the date of this Position Statement, Bencis has not yet provided written confirmation to Xeikon that Bencis has obtained third party financing on acceptable certain funds terms for the funding of the acquisition of the Shares by Bencis under the Conditional Sale and the Mandatory Offer, which is one of the Other Conditions Precedent. 12 EMPLOYEE CONSULTATION PROCESS Xeikon N.V. has no works council. The relevant employee consultation procedure with the works councils of Xeikon s subsidiaries Xeikon Manufacturing nv and Xeikon Prepress nv regarding their cooperation on the obtaining by Bencis of third party financing for the funding of, inter alia, the acquisition of the Shares by Bencis under the Conditional Sale and the Mandatory Offer, has been initiated. 13 FURTHER INFORMATION 13.1 Copies of this Position Statement are available free of charge at the office of Xeikon and can be obtained by contacting Xeikon at the address below. Xeikon N.V. Brieversstraat GZ Eede The Netherlands 13.2 Digital copies of the Position Statement are also available on the website of Xeikon ( The agenda for the EGM of Xeikon to be held on 17 September 2013 is attached hereto as Annex CONCLUSION AND POSITION OF XEIKON AND THE BOARDS 14.1 Given all of the above, Xeikon has decided, with due observance of the decision-making process of Xeikon regarding the Transaction (please refer to section 10 of this Position Statement), to support and co-operate with the Transaction As to the position of the respective individual members of the Boards, whether or not conflicted as set out in section 10 of this Position Statement, the following is noted Each of the individual members of the Boards will support and cooperate with the Customers Receivables Transfer, the Disentanglement and the transfer of the premises located at the Oostkaai in Ieper (Belgium), all as set out in section 11 of this Position Statement, whereas each of the individual members of the Boards other than Mr Deschuytere, who has decided not to recommend the item set out in (ii) below, will (i) support and provide his co-operation in respect of the remaining elements of the Transaction (subject to the EGM resolutions proposed in the agenda of the EGM attached

28 hereto as Annex 3) and (ii) recommend to the Shareholders other than Punch to (a) accept the Mandatory Offer (if and when made), (b) tender their Shares under the Mandatory Offer (if and when made) and (c) adopt the resolutions as proposed in paragraph (1) through (4) of the agenda of the EGM attached hereto as Annex In view of the above, each of the individual members of the Board is of the view that, to date, (i) the Share Price is fair to the Shareholders from a financial point of view and that in the absence of any better (actual) competing transactions and given the strong wish of Xeikon s majority shareholder, Punch, to divest its 65.68% Share interest, the Transaction will be in the best interest of Xeikon, its Shareholders and its other stakeholders Although Mr Deschuytere, like the other members of the Boards, will support and cooperate with the Customers Receivables Transfer, the Disentanglement and the transfer of the premises located at the Oostkaai in Ieper (Belgium), he has decided not to recommend the items set out in (ii) of section of this Position Statement, as he takes the position that (a) a merger by Xeikon with a large strategic party with similar business would be preferable for Xeikon (although Mr Deschutere notes that currently no strategic party has shown interest in such a merger) and (b) sensu stricto, there is no imminent need for additional funding which would require Xeikon to join forces with a financial investor or otherwise obtain additional external funding. For the avoidance of doubt and in line with the above, it should be noted that where reference is made in this Position Statement to the view of the Boards or the Boards considerations of the Transaction, or wording of similar import is used, this section should be taken into account In view of the fact that as of the date of the Position Statement Bencis has not yet provided written confirmation to Xeikon that it has obtained third party financing on acceptable certain funds terms for the funding of the acquisition of the Shares by Bencis under the Conditional Sale and the Mandatory Offer, the conclusions and positions of Xeikon and the individual members of the Boards as set out in this section 14 are subject to Bencis having obtained certain funds for the acquisition of the Shares by Bencis under the Conditional Sale and Mandatory Offer. 11 September 2013 The Supervisory Board Mr H.B. olde Bolhaar Mr A.F. Vanhoutte Mr G.P. Cok The Management Board Mr F. Deschuytere Mr C. Vlasblom

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