Norma
Council opinion on offer
Norma / 24.03.2010 14:36 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THE COUNCIL OPINION This opinion has been prepared in accordance with § 171(2) of the Securities Market Act and Chapter 9 of the Decree No. 71 of the Ministry of Finance dated 28 May 2002 'The Takeover Rules' in connection with the takeover bid made by AS Automotive Holding (the 'Offeror') concerning the shares in AS Norma (the 'Target Issuer'). The Supervisory Council of the Target Issuer consists of the chairman Mr. Bror Halvar Johannes Jonzon and members Mr. Günter Brenner, Mr. Lars Sjöbring, Mr. Aare Tark, Mr. Toomas Tamsar and Mr. Raivo Erik. The Management Board of the Target Issuer consists of the chairman Mr. Peep Siimon and members Ms. Ülle Jõgi, Mr. Peeter Tõniste, Mr. Sander Annus, Mr. Ivar Aas and Mr. Garri Krieger. The Supervisory Council of the Target Issuer is of the following opinion: 1. Messrs. Bror Halvar Johannes Jonzon, Günter Brenner and Lars Sjöbring have employment agreements with the group companies of the Offeror. There are no other contracts or relationships between the Offeror and the members of the Supervisory Council or the Management Board of the Target Issuer. 2. In accordance with applicable law, the Supervisory Council of the Target Issuer presents its proposal concerning each item on the agenda of the general meeting of shareholders of the Target Issuer before the meeting, including the election of the members of the Supervisory Council. The articles of association of the Target Issuer also sets out that during the time between the general meetings, the majority shareholder of the Target Issuer may recall up to three members of the Supervisory Council elected at the general meeting and appoint new members of the Supervisory Council instead of them (see Section 4.4 of the articles of association of the Target Issuer). Messrs. Bror Halvar Johannes Jonzon, Aare Tark, Toomas Tamsar and Raivo Erik were elected to the Supervisory Council of the Target Issuer in the general meeting held on 19 June 2008 and all of them were proposed as the candidates by the previous Supervisory Council . Messrs. Günter Brenner and Lars Sjöbring were appointed to the Supervisory Council by the majority shareholder (Autoliv AB ) as of 1 June 2009. The members of the Management Board of the Target Issuer have been elected by the Supervisory Council of the Target Issuer. 3. Messrs. Bror Halvar Johannes Jonzon, Günter Brenner and Lars Sjöbring have employment agreements with the group companies of the Offeror. However, such contracts do not provide them with any benefits, which are conditional upon the completion or the results of the takeover. 4. The Supervisory Council, including independent members of the Supervisory Council, Messrs. Aare Tark, Toomas Tamsar and Raivo Erik, deem that due to the global trends in the automotive industry, integration of the Target Issuer with the Offeror resulting from the takeover bid, may improve Target Issuer's ability to develop a strong and sustainable market position in the European automotive subsystem- and components business. The Offeror has indicated in the takeover prospectus that it does not expect to change the management board and no changes in the employment relationships are forseen of any other employees of the Target Issuer as a result of the offer made by the Offeror. 5. Except for Mr. Garri Krieger, the members of the Supervisory Council and the Management Board do not own any shares of the Target Issuer and therefore are not in the position to accept or reject the takeover bid. Mr. Garri Krieger owns 205 shares of the Target Issuer and has notified the Supervisory Council of his intention to accept the takeover bid made by the Offeror. 6. There are no agreements between the Target Issuer and any member of the Management Board or the Supervisory Council that provide for payment of compensation by the Target Issuer or any third party or termination of such agreements in the case of a takeover bid concerning the shares of the Target Issuer. This opinion has been adopted by the Supervisory Council on 24 March 2010. Bror Halvar Johannes Jonzon Chairman of the Supervisory Council Günter Brenner Member of the Supervisory Council Lars Sjöbring Member of the Supervisory Council Aare Tark Member of the Supervisory Council Toomas Tamsar Member of the Supervisory Council Raivo Erik Member of the Supervisory Council News Source: NASDAQ OMX 24.03.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Norma Estonia Phone: Fax: E-mail: Internet: ISIN: EE3100001850 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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