Kaba : 22/05/2015 - Green light from Kaba shareholders for merger with Dorma Group

Press release

Rümlang | Switzerland | 22 May 2015 - Shareholders approve all proposals at Extraordinary General Meeting

Green light from Kaba shareholders for merger with the Dorma group

The shareholders of Kaba Holding AG have approved all proposals put forward by the Board of Directors at an Extraordinary General Meeting by a large majority. The Meeting was convened to establish the key conditions required for the merger with the Dorma group (Germany) announced on 30 April 2015.
The complementary products and services, broader coverage of the value chain and expanded geographic footprint arising from the merger will result in a global top 3 company for security and access solutions with pro-forma sales exceeding CHF 2 billion and around 16,000 employees. The SIX-listed Kaba Holding (the future dorma+kaba Holding) domiciled in Rümlang will hold a 52.2% controlling stake of the
combined business and will be responsible for the strategic, operational and financial leadership of the new
group.

The 247 shareholders that attended the Extraordinary General Meeting directly or indirectly represented a total of 2,358,548 voting shares. This corresponds to 61.8% of total share capital. Voting on the seven agenda items met with between 95% and more than 99% approval. Ulrich Graf, Chairman of Kaba Holding's Board of Directors and designated Chairman of dorma+kaba Holding: "The broad shareholder approval is an impressive sign of confidence and a sends a clear signal. The merger with Dorma group represents a unique opportunity that will make strong and long-term growth possible for our company in an industry that is undergoing significant consolidation. We will now do our utmost to implement the merger efficiently and further develop the new company. We are convinced that we will be successful in creating the added value we envisage, and that all stakeholders - shareholders, customers, partners and employees - will be able to participate in this."
Dr. Hans Gummert, Chairman of the Dorma group: "The outcome of today's Extraordinary General Meeting is an important step on the way to merging two premium brands to become a leading global enterprise. Dorma's expertise and Kaba's strengths are highly complementary. Together we will have a broader offering, stronger global presence and increased innovation power, which will create the basis for added growth and further value enhancement."
The key conditions required for completion of the merger have been met as a result of the clear approval from shareholders. The Extraordinary General Meeting approved the renaming of Kaba Holding AG to dorma+kaba Holding AG. Christine Mankel and Stephanie Brecht-Bergen (née Mankel), the Dorma group
shareholders, and Dr. Hans Gummert were elected as additional Board members. Thomas Pleines, who has

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been a Member of the Board of Directors of Kaba since 2011, agreed to step down from his role upon completion of the merger. Chairman Ulrich Graf thanked Thomas Pleines for his appreciated, valuable contribution on the Board.
Payment of a special dividend of CHF 50 per registered share, distributed from capital reserves, was also approved.
The resolutions passed at the Extraordinary General Meeting will come into effect upon completion of the merger. This is planned for the third quarter of 2015, subject to approval by the competition authorities and other customary requirements being met.

In the coming days, the Mankel/Brecht-Bergen family will subscribe to 380,000 registered shares from Kaba Holding authorized capital, after which it will hold 9.1% of Kaba Holding (the future dorma+kaba Holding).
Upon completion of the merger, the existing Kaba family shareholders and the Mankel/Brecht-Bergen family will form a strong anchor shareholder group with a combined stake of 27.3% in dorma+kaba Holding. They have signed a pool agreement, which among others, grants both parties preemption rights, and which reflects the increased entrepreneurial commitment of the family shareholders.

For further information, please contact:

Daniela Schöchlin, SVP Group Communications a.i., Tel. +41 44 818 92 02

About Kaba

With its innovative products, systems and services, globally active technology group Kaba is a leading provider of high quality access management solutions, keys, cylinders, physical access systems, enterprise data and time recording, and hotel access systems. The group is also a global market leader for high security locks, key blanks, transponder keys and key manufacturing machines. The stock exchange-listed group has sales of around one billion Swiss francs and employs around 9,000 people in more than 60 countries. For more than 150 years Kaba has set trends in security and beyond - in terms of functionality, convenience and design, and always with a focus on optimum value to customers.

SIX Swiss Exchange: KABN

For more information please visit www.kaba.com

Disclaimer

This communication contains certain forward-looking statements, e.g. statements using the words "believes", "assumes", "expects", or formulations of a similar kind. Such forward-looking statements are based on assumptions and expectations which the company believes to be well founded, but which could prove incorrect. They should be treated with appropriate caution because they naturally involve known and unknown risks, uncertainties and other factors which could mean that the actual results, financial situation, development or performance of the company or Group are materially different from those explicitly or implicitly assumed in these statements. Such factors include:

The general economic situation

Kaba Management AG Hofwisenstrasse 24 | 8153 Rümlang Switzerland

Phone +41 44 818 90 11 | Fax +41 44 818 90 18 info@kaba.com | www.kaba.com

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Competition with other companies

The effects and risks of new technologies

The company's ongoing capital requirements

Financing costs

Delays in the integration of acquisitions

Changes in operating expenses

Fluctuations in exchange rates and raw materials prices

Attracting and retaining skilled employees

Political risks in countries where the company operates

Changes to the relevant legislation

Other factors named in this communication

If one or more of these risks, uncertainties or other factors should actually occur, or if one of the underlying assumptions or expectations proves incorrect, the consequences could be materially different from the assumed ones. In view of these risks, uncertainties and other factors, readers are cautioned not to place undue reliance on such forward-looking statements. The Company accepts no obligation to continue to report or update such forward-looking statements or adjust them to future events or developments. The Company emphasizes that past results and performances cannot lead to conclusions about future results and performances. It should also be noted that interim results are not necessarily indicative of year-end results. Persons who are unsure about investing should consult an independent financial advisor. This press release constitutes neither an offer to sell nor a call to buy securities.

Kaba®, Com-ID®, Ilco®, La Gard®, LEGIC®, SAFLOK®, Silca® etc. are registered brands Kaba Group.

Country-specific requirements or business considerations may mean that not all Kaba Group products and systems are available in all markets.

Kaba Management AG Hofwisenstrasse 24 | 8153 Rümlang Switzerland

Phone +41 44 818 90 11 | Fax +41 44 818 90 18 info@kaba.com | www.kaba.com

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