To the shareholders of VP Bank Ltd. Vaduz, 17 March 2015

Transcription

1 VP Bank Ltd Aeulestrasse Vaduz Liechtenstein T F [email protected] MwSt.-Nr Reg.-Nr. FL To the shareholders of VP Bank Ltd Vaduz, 17 March 2015 Invitation to the Extraordinary General Meeting of Shareholders Friday, 10 April 2015, 10 a.m. (doors open at 9.30 a.m.) Vaduzer-Saal, Dr. Grass-Strasse 3, 9490 Vaduz, Liechtenstein Dear Shareholders VP Bank Ltd cordially invites you to attend an Extraordinary General Meeting of Shareholders in connection with the takeover of Centrum Bank Ltd. We enclose the agenda with the motions tabled by the Board of Directors and some further information. Please note that the event language is German. We would ask you kindly to submit your registration via by Wednesday, 1 April 2015, at the latest for the attention of Ms Armida Jonke, Assistant: [email protected], Tel If you wish to be represented by another person, please request the corresponding proxy form. Admission cards and the relevant voting material will be dispatched on Thursday, 2 April We look forward to welcoming you in Vaduz. Once the Extraordinary General Meeting of Shareholders is over, we invite you to join us for aperitifs in the foyer of the Vaduzer-Saal. Kind regards VP Bank Ltd Fredy Vogt Chairman of the board of Directors

2 1Invitation Friday, 10 April 2015, 10 am to the Extraordinary General Meeting of Shareholders

3 Dear Shareholder The Extraordinary General Meeting of Shareholders to be held on 10 April 2015 will be asked to vote on a capital increase and the merger of Centrum Bank Ltd (hereinafter: Centrum Bank ) with VP Bank Ltd (hereinafter: VP Bank ). At the time of the acquisition of Centrum Bank by VP Bank it was agreed that the former sole owner of Centrum Bank, the Marxer Foundation for Bank Values (hereinafter: the Marxer Foundation ), would acquire an equity participation in VP Bank equivalent to the share purchase price. To this end new shares will be created and VP Bank will gain another highly committed Liechtenstein-based anchor shareholder. In addition, the two banks are to be amalgamated into a single legal entity by means of a merger. For you, as shareholder, this merger will not involve any change: your VP Bank shares already represent the combined intrinsic value of both institutions, since Centrum Bank is already a subsidiary of VP Bank. The VP Bank Board of Directors and the Centrum Bank Board of Directors have approved the planned merger of the two companies and recommend that you vote in favour of the transaction and the associated capital increase for VP Bank. 1. Background In line with its strategy of systematically exploiting attractive growth opportunities, VP Bank acquired Centrum Bank in January Thanks to this acquisition VP Bank now occupies a significantly stronger position in the Liechtenstein financial services industry and will be able to achieve further growth abroad through complementary target markets and client segments. At the same time the merger will generate substantial synergies, in particular in processing and administration. When announcing the merger on 1 December 2014, Fredy Vogt, Chairman of the Board of Directors of VP Bank, described the situation thus: After last year s successful integration of employees and clients of HSBC Trinkaus & Burkhardt in Luxembourg, we re delighted to be taking this step in our home market. Our merger with Centrum Bank Vaduz will give VP Bank a much stronger position in the banking centre of Liechtenstein. Furthermore, another reliable Liechtenstein family, with a long-term outlook, becomes an anchor shareholder of VP Bank. Thus the merger is wholly in line with our strategy. Both banks work in the same target markets and client segments. This means we can tap worthwhile synergies, especially in the field of processing. Today we warmly welcome the clients and employees of Centrum Bank Vaduz who are joining us. Dr Florian Marxer, former Chairman of the Board of Directors of Centrum Bank and Member of the Board of Trustees of the Marxer Foundation: We are fortunate to have won our ideal partner in VP Bank, a traditional bank rooted in Liechtenstein. At the same time, VP Bank s orientation is international. Its shareholding is very stable and its capitalisation excellent. The merger of Centrum Bank Vaduz with VP Bank is a right step in the process of consolidation of the financial services industry. My family are confident that Liechtenstein has a successful future as a financial centre. We are therefore becoming an anchor shareholder of VP Bank, and I am standing for a seat on its Board of Directors. I look forward to close co-operation between our two banks and am convinced, above all, that our bank s merger with VP Bank is the best option for our clients and, in the long term, also for our employees. 2. The merger transaction Under the terms of an agreement struck in December 2014 and with the authorisation of the Liechtenstein Financial Market Authority (FMA), on 7 January 2015 VP Bank acquired Centrum Bank for a purchase price of CHF 60 million, making Centrum Bank a 100%-owned subsidiary of VP Bank. Following a dividend distribution Centrum Bank s shareholders equity stands at CHF 90 million. The merger of VP Bank and Centrum Bank into a single legal entity is to be completed by the end of April As a result of the merger transaction VP Bank s client assets as at 1 January 2015 were increased by CHF 7.1 billion to a total of CHF 45.7 billion. Excluded from the transaction are the interests held by Centrum Bank in Centrum Beratungs- und Beteiligungen AG (formerly Centrum Bank (Switzerland) Ltd) and Belvédère Asset Management AG. Moreover, a co-operation agreement has been concluded between VP Bank and the companies associated with the Marxer family, thanks to which the long-standing co-operation between Centrum Bank Vaduz and these companies will be maintained. 3. Capital increase In order to enable the Marxer Foundation to acquire an in - terest in VP Bank to the value of the purchase price, the VP Bank Board of Directors has resolved to carry out a capital increase involving the issue of VP Bank bearer sha res, to which existing shareholders will not be eligible to sub scribe. This may result in a slight dilution of the stock held by the existing shareholders. The newly created bearer shares will rank for dividends for the 2014 financial year. In total, the purchase price equivalent of 755,955 bearer shares will be allocated to the Marxer Foundation at a nominal value of CHF each, including 700,653 new VP Bank bearer shares from the capital increase and 55,302 existing VP Bank

4 bearer shares from VP Bank s own holding. Following the capital increase VP Bank will have a total of 6,015,000 bearer shares. The issue price of these bearer shares is CHF each, in line with the volume-weighted average price of VP Bank bearer shares on the SIX Swiss Exchange in the 60 trading days prior to the signing of this transaction on 1 December The share issue price was confirmed by a fairness opinion. Dear Shareholder: the union between VP Bank and Centrum Bank is a trail-blazing development not only for the shareholders, staff and clients of the two institutions themselves, but also for the Liechtenstein financial services industry as a whole. We hope you will support our proposals and would like to thank you for your confidence in the future of our company. Once the capital increase has been carried out the Marxer Foundation will hold 11.4% of VP Bank s capital and 6.3% of its voting rights. Furthermore, the intention is to nominate Dr Florian Marxer for election to the VP Bank Board of Directors at VP Bank s Annual General Meeting on 24 April In accordance with its stated aim of becoming a long-term shareholder in VP Bank, the Marxer Foundation has undertaken to refrain from selling any of the bearer shares received as part of this transaction for a market-standard lock-down period of twelve months commencing with the execution of the capital increase. Fredy Vogt Chairman of the Board of Directors Dr Guido Meier Vice-Chairman of the Board of Directors 4. Legal merger Following the takeover of the shares in January 2015, members of the VP Bank Executive Board were appointed to a majority of the seats on Centrum Bank s Board of Directors. At the same time the management team of Centrum Bank was also reinforced by senior managers from VP Bank. Centrum Bank is to be merged with VP Bank with effect from 30 April With the creation of a single bank under the name of VP Bank, the existing client relationships and the present Centrum Bank workforce of around 90 employees will be transferred to VP Bank. With its business model featuring similar core competencies, target markets and client structures, VP Bank Group is ideally placed to successfully integrate the Centrum Bank employees and provide them with effective support when advising their clients. Centrum Bank clients are not required to take any action: they remain clients of Centrum Bank until the merger is completed, and will then automatically be transferred to VP Bank. The merger will permit VP Bank s organisational capacities to be utilised more efficiently while at the same time providing Centrum Bank s existing clients with an expanded spectrum of banking options: they will have access to the extensive range of VP Bank products and services, reap the benefits of VP Bank s international network of offices and take advantage of the broader choice of loans and other credit facilities available from VP Bank.

5 Extraordinary General Meeting of Shareholders Friday, 10 April 2015, 10 am, Vaduzer-Saal, Vaduz 1. Repeal of Art. 4. para. 2 of the Articles of Incorporation The Board of Directors proposes the repeal of Art. 4 para. 2 of the Articles of Incorporation. Art. 4: Share capital Para. 2: The existing relationship between the registered and bearer shares indicated in the foregoing paragraph may not be changed in a manner that would cause disadvantage to the legal status of the registered shares. 2. Capital increase and amendment of Art. 4 para. 1 of the Articles of Incorporation The Board of Directors proposes an increase in the share capital by CHF 7,006,530.00, the issue of 700,653 bearer shares at a nominal value of CHF 10.00, to rank for dividends from the issue date, and the amendment of Art. 4 para. 1 of the Articles of Incorporation to read as follows: The share capital of the Company amounts to CHF 66,154, (sixty-six million one hundred and fifty-four thousand one hundred and sixty-seven Swiss francs) and is divided into 6,004,167 registered shares each with a par value CHF 1.00, and 6,015,000 bearer shares each with a par value of CHF Reinsertion of old Art. 4 para. 2 and further amendments of the Articles of Incorporation The Board of Directors proposes the reinsertion of old Art. 4 para. 2 and the amendment of the Articles of Incorporation to read as follows: Reinsertion of old Art. 4 para. 2 Art. 4: Share capital Para. 2: The existing relationship between the registered and bearer shares indicated in the foregoing paragraph may not be changed in a manner that would cause disadvantage to the legal status of the registered shares. Further amendments of the Articles of Incorporation: Existing wording Art. 6: Shares and certificates Para. 2: The Company may issue certificates that comprise a specific amount of shares. Art. 7: Registration and transfer of registered shares Para. 1 sentence 1: The registered shares are entered in the share register with a precise description of the respective owners according to name, citizenship and address. Art. 14: Decisions at the General Meeting; agenda Para. 5: The manner of voting either by the raising of hands or secret ballot shall be determined by the chairperson or via the request of at least ten shareholders. Art. 28: Entry into force These Articles shall take effect upon their entry into the Public Register. New wording Art. 6: Shares and certificates Para. 2: The shareholders are not entitled to have physical share certificates printed and issued to them. Art. 7: Registration and transfer of registered shares Para. 1 sentence 1: The registered shares are entered in the share register along with the particulars of their owners, including surname, first name, date of birth, nationality and place of residence or firm name and registered office including postal address. Art. 14: Decisions at the General Meeting; agenda Para. 5: The chairperson shall decide whether votes and elections are to be conducted by open show of hands, by secret ballot or electronically. Ten or more shareholders may demand that a vote or election be conducted by secret ballot or subject to availability electronically. Art. 28: Entry into force These Articles shall take effect upon entry in the Commercial Register. 4. Exclusion of subscription rights The Board of Directors proposes that the subscription rights of the existing shareholders be excluded in respect of the issue of bearer shares in connection with the aforementioned capital increase. 5. Merger plan The Board of Directors proposes that the merger plan of 3 March 2015 be approved. 6. Miscellaneous Note to shareholders From 17 March 2015 until 30 April 2015 no transfers of registered shares will be carried out in the share register. In accordance with Art. 10 para. 1 of the Articles of Incorporation, a shareholder may opt to be represented by another shareholder. This proxy role may also be conferred on VP Bank.

6 0