dormakaba Board of Directors proposes Marianne Janik and Ilias Läber for election as members

Ad hoc announcement pursuant to Art. 53 LR

dormakaba today announced that the Board of Directors proposes the election of Marianne Janik and Ilias Läber as new independent members of the Board at the Annual General Meeting on 10 October 2024. John Liu will retire at the upcoming Annual General Meeting. All other members are proposed for re-election for a further term of office. In addition, dormakaba publishes a decision by the Swiss Takeover Board related to the Board nominations.

Rümlang, 3 September 2024 – Marianne Janik (58) is a leader with strong transformational skills and management track record in technology-oriented and industrial sectors. From 2011 until April 2024, she held various leadership positions at Microsoft, since 2020 as Managing Director of Microsoft Germany. She previously worked as General Manager EMEA Electricity at Elster, a leading manufacturer of energy measuring and regulating devices, and as a member of the Executive Board of ESG, a leading systems and software solutions provider for governmental organizations. Marianne Janik is a member of the Supervisory Board of KPMG Germany and was a member of the Board of Directors of the Federation of Migros Cooperatives in Switzerland until end of June 2024. She is a French and German national and holds a PhD in international law from the University of Würzburg. 

Ilias Läber (50) is CEO of Spectrum Value Management since 2021, which is the family office of a Swiss industrialist family. He is also the Co-Founder and Managing Partner of Spectrum Entrepreneurial Ownership (since 2022), an investment fund that manages a concentrated portfolio of large minority investments in listed European companies, including a shareholding in dormakaba. Ilias has many years of experience on the Board of Directors of various listed companies including Holcim AG (since 2022), CANCOM SE (since 2024) and Panalpina Welttransport Holding AG (between 2013 and 2019). He began his professional career at McKinsey Company (2001 to 2008) and was a Partner at Cevian Capital (2008 to 2019). A Swiss national, he holds a MSc in Engineering from the Swiss Federal Institute of Technology (ETH) in Zurich, Switzerland, and a PhD in Economics from the University of Zurich.

John Y. Liu, a member of dormakaba’s Board of Directors since 2020, will retire at the upcoming Annual General Meeting. The Board would like to extend its sincere gratitude for his significant contributions to dormakaba Group’s progress and wishes him all the best in his future endeavors. 

The nominations announced today also fill the vacancy that resulted from the appointment of Till Reuter as CEO of dormakaba as of 1 January 2024 and his concurrent resignation from the Board of Directors. If elected, the Board of Directors will again consist of ten non-executive, independent members.

Further details on this year’s Annual General Meeting will be provided in the invitation sent out later this month.

dormakaba announces decision of the Swiss Takeover Board related to Board nominations

Connected to the nominations for election to the Board, dormakaba also announces today that the Swiss Takeover Board has approved the request of dormakaba Holding AG, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH regarding the non-existence of a mandatory offer obligation. dormakaba Holding AG is obliged to publish the provisions of the decision of the Swiss Takeover Board (convenience translation of the German authoritative original):

Decision 882/01 of the Swiss Takeover Board dated 29 August 2024 regarding the request of dormakaba Holding AG Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH regarding the non-existence of a mandatory offer obligation regarding dormakaba Holding AG: 

"The Swiss Takeover Board decides:

1. It is confirmed that neither the proposal of the Board of Directors of dormakaba Holding AG for the election of a representative of SEO Management AG to the Board of Directors nor his election by the General Meeting of Shareholders of dormakaba Holding AG triggers the obligation to make a mandatory offer within the meaning of art. 135(1) FMIA with respect to dormakaba Holding AG.
2. It is confirmed that the future conduct and actions of the representatives of the Mankel/Brecht-Bergen family and of the Kaba family shareholders as well as of SEO Management AG on the Board of Directors of dormakaba Holding AG in their function as members of the Board of Directors do not trigger the obligation to make a mandatory offer within the meaning of art. 135(1) FMIA with respect to dormakaba Holding AG, provided that they comply with the "Principles of Conduct to Prevent Inadvertent Acting in Concert".
3. The present decision will be published on the website of the Swiss Takeover Board on the day of publication of the invitation to the General Meeting of Shareholders of dormakaba Holding AG with a corresponding nomination at the earliest. dormakaba Holding AG shall publish the provisions of the present decision.
4. The fees payable by dormakaba Holding  AG, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH, with joint and several liability, amounts to CHF 20,000."

dormakaba Holding AG’s Board of Directors has decided not to publish a separate report within the meaning of art. 61(3) (a) of the Takeover Ordinance.

A shareholder who can prove that they hold at least three per cent of the voting rights in dormakaba Holding AG, whether exercisable or not (qualified shareholder, art. 56 of the Takeover Ordinance), and who has not yet participated in the proceedings, may file an objection against the present decision. The objection must be filed with the Swiss Takeover Board within five trading days of the publication of this decision. It must include a motion and a summary statement of grounds as well as proof of participation pursuant to art. 56(3) and (4) of the Takeover Ordinance (art. 58(3) of the Takeover Ordinance).

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Photo Marianne Janik

Photo Ilias Läber

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