From the Sector

Based on Article 27 of Regulation 3 on measures to combat the Corona Virus (COVID-19), the Board of Directors of Rieter Holding Ltd. decided that shareholders can exercise their voting rights exclusively by authorizing the independent proxy. Shareholders therefore could not attend the Annual General Meeting in person. The AGM was held on the premises of Rieter Holding Ltd. at the company’s headquarters in Winterthur.

At the Annual General Meeting of Rieter Holding Ltd. on April 15, 2021, the independent proxy represented a total of 2 084 shareholders who hold 63.6% of the share capital.

The shareholders approved the proposal of the Board of Directors not to distribute a dividend in view of the negative business result. In addition, they approved the proposed maximum total amounts of the remuneration of the members of the Board of Directors and of the Group Executive Committee for fiscal year 2022.

The Chairman of the Board, Bernhard Jucker, and the members of the Board of Directors This E. Schneider, Hans-Peter Schwald, Peter Spuhler, Roger Baillod, Carl Illi and Luc Tack were confirmed for an additional one-year term of office. Stefaan Haspeslagh was newly elected to the Board of Directors for a one-year term of office.

Furthermore, This E. Schneider, Hans-Peter Schwald and Bernhard Jucker, the members of the Remuneration Committee who were standing for election, were also each re-elected for a one-year term of office.

Shareholders also adopted all other motions proposed by the Board of Directors, namely the approval of the annual report, the financial statements and the consolidated financial statements for 2020, and formal approval of the actions of the members of the Board of Directors and those of the Group Executive Committee in the year under review.

Outlook Updated
As already communicated at the Results Press Conference on March 9, 2021, Rieter expects the market recovery to continue in 2021. The company expects an order intake exceeding CHF 500 million in the first half of 2021. For the first half of 2021, Rieter still anticipates that sales will be below break-even point. For the full year 2021, Rieter expects an operating profit.

An impairment charge has become necessary based on the current status of the new 5 year plan.

(Market Abuse Regulation N° 596/2014)
•    Impairment loss amounting to €80-100 million in the fourth quarter 2020 in the business unit CFM
•    Restructuring program resolved with savings target of more than €100 million until 2023
•    Guidance 2020 for Group sales and operating recurring Group EBIT confirmed
•    Guidance 2020 for net result reduced to minus €130-150 million

In the current status of the 5 year plan, which is at present under preparation, significant deviations have already become apparent today, particularly in the market segments Automotive, Aerospace and Wind Energy in the business unit Composites – Fibers & Materials (CFM). Partially also due to the pandemic, Automotive and Aerospace is developing slower than anticipated in the last 5 year plan. In contrast, business with Wind Energy is growing much stronger than previously planned. These changes in the product mix lead to lower mid-term earnings at CFM compared to the prior 5 year plan. Following these deviations from the last 5 year plan, an event-driven impairment test was undertaken. This results in a non-cash impairment charge amounting to €80-100 million, which will be recorded in the fourth quarter 2020.

The Board of Management of SGL Carbon SE today also resolved the implementation of a restructuring program, with which the Company is targeting savings of more than €100 million until 2023 (compared to the base year 2019). These savings consist of a planned socially compatible reduction in personnel of more than 500 employees and substantial reduction in indirect spend, particularly in the areas of travel, consulting and external services. Costs of approximately €40 million are anticipated for the implementation of this restructuring program. A little more than half of this is expected to be recorded as expenses in the fourth quarter 2020, while the associated cash outflows are mainly forecasted for 2021.

This requires a partial adjustment of the guidance for 2020. The solid operational development in the third quarter 2020 with Group sales between €220 and €230 million and operating recurring EBIT1 between €13 and €15 million (plus approximately €9 million positive one-time effects) is within the framework of our expectations for the full year 2020. However, the Group net result is likely to develop below the prior year level of minus €90 million and reach approximately between minus €130 and €150 million due to the restructuring provisions as well as the impairment charge (prior guidance: improvement to a negative low double-digit million € amount).

With liquidity of €167 million as of September 30, 2020 (compared to €137 million at year-end 2019) and further cash inflows in the fourth quarter 2020 from successfully implemented additional funding measures, the Company’s position is solid. This liquidity is more than sufficient for the payment of the purchase price for SGL Composites USA in the amount of USD 62 million at the end of 2020 as well as the restructuring-related cash outflows expected mainly in 2021. The Company continues to have access to the revolving credit facility (RCF) in the amount of €175 million, which remains undrawn.

The quarterly statement as of September 30, 2020 will be published on November 12, 2020 as scheduled. Further details on the new 5 year plan as well as the guidance on the fiscal year 2021 will be presented with the publication of the Annual Report 2020 on March 25, 2021.

*The use of KPIs in this notification is aligned to the annual report 2019 and the interim report for the first half year 2020. There were no changes to the scope of consolidation or to valuation methods compared to the previous guidance.

All proposals submitted by the Board of Directors were approved at the Annual General Meeting of Autoneum Holding Ltd. In view of the net loss in the 2019 financial year, a dis-tinct majority of shareholders agreed to the proposal to forgo a dividend payment.

In consideration of COVID-19 Ordinance 2 of the Federal Council, no shareholders were admitted to physically attend the Annual General Meeting on site. The Company therefore requested the shareholders in advance to transfer their votes to the independent voting proxy. He represented 59.8% of the total 4 672 363 shares issued.

The shareholders approved the 2019 Annual Report including the consolidated and annual finan-cial statements. Given the significant net loss in the 2019 financial year shareholders approved the proposal submitted by the Board of Directors to forgo a dividend. Hans-Peter Schwald, Chairman of the Board of Directors, stressed: “Autoneum aims to distribute at least 30% of net profit attributable to Autoneum shareholders as dividends. Unfortunately, Autoneum did not generate a profit in 2019, mainly due to impairments. This development is unacceptable for both, the Group Executive Board and the Board of Directors, and together with the employees we are doing every-thing possible to get back on the road to success. Nevertheless, the Board of Directors and the Group Management will continue to adhere to their long-standing dividend policy and thus ensure that shareholders participate appropriately in the Company's success.”

Chairman Hans-Peter Schwald and the other members of the Board of Directors, Rainer Schmückle, Norbert Indlekofer, Michael Pieper, This E. Schneider, Peter Spuhler and Ferdinand Stutz, were confirmed in office. This E. Schneider, Hans-Peter Schwald and Ferdinand Stutz were also re-elected to the Compensation Committee. In addition, a large majority of the shareholders of Autoneum Holding Ltd gave formal discharge to all members of the Board of Directors and the Group Executive Board.

The consultative vote on the 2019 remuneration report was approved by 89.2%. The proposals for the remuneration of the Board of Directors and the Group Executive Board for the 2021 financial year as well as the other proposals were also approved by a large majority.

• Sales were significantly down on the previous year, falling by 29% to CHF 760 million
• EBIT margin of around 11% and net profit of around 7% of sales anticipated, non-recurring profit contribution from sale of real estate in Ingolstadt (Germany)
• Order intake up 7% on previous year; order intake amounting to CHF 401.6 million booked in fourth quarter 2019 (4th quarter 2018: CHF 119.0 million)
• First half of 2020 expected to be significantly lower than previous year in terms of sales and earnings
• Further capacity adjustment measures introduced
• Start of construction of Rieter CAMPUS expected during 2020, subject to granting of building permit

The Rieter Group closed the 2019 financial year, as expected, with considerably lower sales than in the previous year. According to the first, unaudited figures, total sales of CHF 760.0 million were achieved, which is 29% down on the previous year (2018: CHF 1 075.2 million). At CHF 926.1 million, order intake was 7% higher than in the prior year period (2018: CHF 868.8 million). Rieter will publish the full annual financial statements and the 2019 Annual Report on March 10, 2020.

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