Sulzer’s shareholders approved all proposals of Sulzer board of directors at the EGM held in Winterthur, Switzerland, on September 20, 2021. Due to the pandemic and in line with the COVID-19 Ordinance 3 of the Swiss Federal Council, shareholders did not attend the EGM in person. They were advised to authorize and instruct the independent proxy to cast their votes on their behalf. The independent proxy represented 79.13% of the share capital.

The Sulzer shareholders approved the demerger plan (a qualified majority of two thirds of the represented votes was required) and the incorporation of medmix, with a majority of more than 99.56%.

Grégoire Poux-Guillaume was elected as member and chairman of the board of directors of medmix, along with Jill Lee Ghim Ha and Marco Musetti who were elected as members of the board of directors, all of them for a one-year term. Grégoire Poux-Guillaume, Jill Lee Ghim Ha and Marco Musetti were also elected to serve on medmix’ remuneration committee.

The Sulzer shareholders further approved the election of KPMG AG, Zurich, as auditors for medmix, and the election of Proxy Voting Services GmbH, Zurich, as the independent proxy for medmix. Finally, the shareholders approved the maximum aggregate compensation for the board of directions of medmix for the coming term of office, as well as the maximum aggregate compensation for the executive committee for the remainder of the financial year 2021 and for the financial year 2022.

The applications to the commercial register authorities in Zurich and Zug to register and, hence, formally effectuate the demerger and the incorporation of medmix will be filed today.

After the EGM, the newly elected board of directors of medmix held the first board meeting dealing, among other things, with the self-constitution of the medmix board. The medmix board members appointed Marco Musetti as vice-chairman. Jill Lee Ghim Ha will chair medmix’ audit committee and Marco Musetti will chair the remuneration committee. The board of directors of medmix reiterated its intention to propose at least two additional independent members for election at the AGM in spring 2022.

We wish Girts Cimermans, leaving the executive committee of Sulzer AG due to the demerger and his team a lot of success at medmix.

As already announced in our press release dated September 6, 2021, the expected timetable for the listing of the medmix shares and the capital increase of medmix is the following:

Date

Event

22 September 2021 Announcement of price range for the capital increase, start of bookbuilding period for medmix capital increase and publication of listing prospectus
29 September 2021 End of bookbuilding period and cut-off date for entitlement to receive medmix shares in the demerger (cum date)
30 September 2021 Sulzer shares trade exclusive the right to receive medmix shares (ex date)
30 September 2021 Listing and start of trading of medmix shares received in demerger
30 September 2021 Registration of the capital increase
4 October 2021 Settlement of capital increase

This document contains forward-looking statements including, but not limited to, projections of financial developments, market activity, future performance of products and solutions or planned transactions containing risks and uncertainties. These forward-looking statements are subject to change based on known or unknown risks and various other factors that could cause actual results, performance or events to differ materially from the statements made herein.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. This announcement shall also not be considered a prospectus or similar notice in accordance with article 35 et seqq. Financial Service Act (“FinSA”) and/or article 69 FinSA . Any offer and listing of securities shall be made exclusively by and based on a securities prospectus to be published. Any investment decision regarding publicly offered securities shall only be made based on the securities prospectus. Copies of the securities prospectus and any supplements to the offering prospectus are/will be available free of charge in Switzerland for 12 months following the first day of trading on SIX Swiss Exchange at Credit Suisse AG, Zurich, Switzerland (email: equity.prospectus@credit-suisse.com), and UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich (email: swiss-prospectus@ubs.com), and at the offices of the Company, Dammstrasse 19, 6300 Zug (email: investorrelations@medmix.com). This document constitutes advertising in accordance with article 68 FinSA. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.

Any offering of securities mentioned herein will not be registered under the United States Securities Act of 1933, as amended (the “Act”), and such securities may not be offered or sold in the United States of America absent registration or an applicable exemption from registration requirements under the Act. There will be no public offering of the securities mentioned herein in the United States of America.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in the EEA of the securities which are referred to in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.

This announcement and any other documents and/or materials relating hereto is not being made, and such documents and/or materials have not been approved by an authorized person, for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this announcement is not being made and related documents and/or materials have not been distributed, and must not be passed on, to other than persons who (i) are outside the UK; (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (as amended, the “Order”), or (iii) are high net worth entities falling within Articles 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons described in (i) to (iii) above together being referred to as “Relevant Persons”). In the UK, any investment or investment activity to which this announcement or any related documents and/or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the UK who is not a Relevant Person should not act or rely on this announcement or any related documents and/or materials or any of its or their contents.

This announcement has been prepared on the basis that any offer of securities in the UK will be made pursuant to an exemption under the Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (as amended) (the “UK Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in the UK of the securities which are referred to in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such securities to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.

Your spokesperson

Media relations

Domenico Truncellito

Group Head of External Communications

Phone: +41 52 262 31 68


Sulzer Management Ltd

Switzerland

Investor relations

Christoph Ladner

Head of Investor Relations

Phone: +41 52 262 30 22


Sulzer Management Ltd

8401 Winterthur

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