SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Flextronics International Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
--------------------------------------------
Y2573F102
(CUSIP Number)
Richard C. Morrissey
Sullivan & Cromwell
9a Ironmonger Lane
London EC2V 8EY England
Telephone: 011-44-171-710-6500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
James Bartos
Shearman & Sterling
199 Bishopsgate
London EC2M 3TY, England
Telephone: 001-44-171-920-9020
October 30, 1997
(Date of Event which Requires Filing of this Statement)
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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<PAGE>
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CUSIP NO.
- --------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philips Electronics N.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,098,000
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,098,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,098,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
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CUSIP NO.
- --------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osterreichische Philips Industrie GmbH
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 831,125
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
831,125
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
831,125
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
- --------------------
CUSIP NO.
- --------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philips Beteiligungs GmbH
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 266,875
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
266,875
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
266,875
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
relates is the Ordinary Shares, par value $0.01 per share (the "Securities"), of
Flextronics International Ltd. (the "Issuer"), a Singapore corporation, with its
principal executive offices located at 514 Chai Chee Lane #04-13, Bedok
Industrial Estate, Singapore 469029.
Item 2. Identity and Background.
This statement is being filed by (i) Philips Electronics N.V., a
company organized under the laws of The Netherlands ("PENV"), (ii)
Osterreichische Philips Industrie GmbH, a company organized under the laws of
Austria ("Philips I") and (iii) Philips Beteiligungs GmbH, a company organized
under the laws of Austria ("Philips II") (collectively, the "Reporting
Persons").
The address of the principal business and principal office of PENV is
Groenewoudseweg, 5621 BA, Eindhoven, The Netherlands. The address of the
principal business and principal office of Philips I and Philips II is Triester
Strasse 64, P.O. Box 217, A-1101 Vienna, Austria. PENV acts as the holding
company of the Philips group, of which Philips I and Philips II are a part. The
Philips group is engaged primarily in the manufacture and distribution of
electronic and electrical products, systems and equipment.
Attached as Schedule I hereto and incorporated by reference herein is a
list of the directors and executive officers of the Reporting Persons. Schedule
I sets forth each of such persons' name, business address, present principal
occupation or employment and citizenship, and the name, principal business and
address of the corporation or other organization in which such employment is
conducted. To the best knowledge of the Reporting Persons, no such person is the
beneficial owner of any shares of Common Stock of the Issuer.
During the last five years, neither the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the directors or executive
officers of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar criminal misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On October 19, 1997, the Issuer, Neutronics Electronic Industries
Holding A.G. ("Target"), Philips I, Philips II, S.L. Hui and Walter Mayrhofer
(Philips I, Philips II, Mr. Hui and Mr. Mayrhofer being the "Stockholders")
entered into an Exchange Agreement (the "Exchange Agreement") pursuant to which
the Stockholders agreed to exchange 1,472,000 of Target Ordinary Shares for
2,806,000 Issuer Ordinary Shares. The exchange was consummated on October 30,
1997, and Philips I acquired 831,125 Issuer Ordinary Shares in exchange for
436,000 Target Ordinary Shares and Philips II acquired 266,875 Issuer Ordinary
Shares in exchange for 140,000 Target Ordinary Shares.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Securities for the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Reporting Persons from time to time intend to review its investment
in the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based upon such review, the Reporting Persons will
take such actions in the future as the Reporting Persons may deem appropriate in
light of the circumstances existing from time to time. If the Reporting Persons
believe that further investment in the Issuer is attractive, whether because of
the market price of the Issuer's securities or otherwise, it may acquire
Ordinary Shares or other securities of the Issuer either in the open market or
in privately negotiated transactions. Similarly, depending on market and other
factors, the Reporting Persons may determine to dispose of some or all of the
Securities currently owned by the Reporting Persons or otherwise acquired by the
Reporting Persons either in the open market or in privately negotiated
transactions.
As of the date of this statement, none of the Reporting Persons has any
plans or proposals with respect to the Issuer that could relate to or could
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons beneficially own 1,098,000 of Issuer Ordinary
Shares. As of October 30, 1997, such shares constitute approximately 5.8% of the
issued and outstanding Ordinary Shares. By virtue of the fact that Philips I and
Philips II are each wholly owned subsidiaries of PENV, PENV and Philips I may be
deemed to share the voting and dispositive power over the 831,125 Ordinary
Shares beneficially owned by
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<PAGE>
Philips I, and PENV and Philips II may be deemed to share the voting and
dispositive power over the 266,875 Ordinary Shares beneficially owned by Philips
II. No executive officer, director, controlling person or any executive officer
or director of any corporation or other person ultimately in control of the
Reporting Persons beneficially owns any shares of the Issuer.
Except as described herein, no transaction in the Ordinary Shares of
the Issuer has been effected within the last sixty days by any person mentioned
in the above paragraph and no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to Section 11.3 of the Exchange Agreement and on the terms set
forth therein, the Issuer agreed to register for resale the Issuer Ordinary
Shares acquired by the Stockholders, including Philips I and Philips II,
pursuant to the Exchange Agreement.
Pursuant to Section 11.5 of the Exchange Agreement the Stockholders,
including Philips I and Philips II, agreed not to sell, transfer or otherwise
dispose of any Issuer Ordinary Shares unless such sale, transfer or disposition
is made pursuant to an effective registration statement under the Securities Act
of 1933 or in a transaction that, in the opinion of counsel reasonably
acceptable to the Issuer, is exempt from registration thereunder.
Pursuant to Section 11.6 of the Exchange Agreement and in order to
preserve the Issuer's ability to account for the exchange as a
pooling-of-interest, each Stockholder, including Philips I and Philips II,
agreed not to sell any Issuer Ordinary Shares or otherwise engage in various
transactions in or with respect to the Issuer Ordinary Shares or the Target
Ordinary Shares until such time as results covering at least 30 days of combined
operations of the Issuer and the Target have been published in the form of a
quarterly earnings report, an effective registration statement filed with the
Securities and Exchange Commission (the "Commission"), a report to the
Commission on Form 10-K, 10-Q, or 8-K or any other public filing or announcement
which includes such combined results.
Item 7. Material to Be Filed as Exhibits.
Exhibit Description
1 Joint Filing Agreement, dated November 17, 1997, between PENV,
Philips I and Philips II.
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<PAGE>
2 The Exchange Agreement is hereby incorporated herein by reference to
Exhibit 2 to the Form 8-K filed by the Issuer and dated October 30,
1997, SEC File #: 000-23354.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
November 7, 1997 Philips Electronics N.V.
By: /s/ A. Westerlaken
Name: A. Westerlaken
Title: General Secretary
Osterreichische Philips Industrie GmbH
By: /s/ Dr. Michael Breitegger
Name: Dr. Michael Breitegger
Title: Chief Financial Officer
By: /s/ Dr. Ernst Strebinger
Name: Dr. Ernst Strebinger
Title: Company Legal Secretary
Philips Beteiligungs GmbH
By: /s/ Dr. Michael Breitegger
Name: Dr. Michael Breitegger
Title: Chief Financial Officer
By: /s/ Dr. Ernst Strebinger
Name: Dr. Ernst Strebinger
Title: Company Legal Secretary
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<PAGE>
Schedule I to Schedule 13D
A. MEMBERS OF THE SUPERVISORY BOARD OF PHILIPS ELECTRONICS N.V.
Unless otherwise indicated each person listed below is not employed, other
than as a member of the Supervisory board, and thus no employer, employer's
address or principal place of business of employer is listed.
NAME: F.A. MALJERS
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: A. LEYSEN
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: Belgium
NAME: W. HILGER
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: Germany
NAME: L.C. VAN WACHEM
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: C.J. OORT
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
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<PAGE>
NAME: L. SCHWEITZER
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Chairman and Chief Executive
Officer of La regie nationale des
usines Renault
Employer: La regie nationale des usines
Renault
Employer's Address: 34 Quai du Point du Jour
BP 103 92109
Boulogne Bilancourt
Cedex, France
Principal Business of
Employer: Design, manufacture and sale of
automobiles and related businesses
Citizenship: Swiss
B. BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF
PHILIPS ELECTRONICS N.V.
Unless otherwise indicated, all of the members of the Board of Management
and Group Management Committee are employed by Philips Electronics N.V. at
Groenewoudseweg 1, 5621 BA Eindhoven, The Netherlands, whose principal
business is the manufacture and distribution of electronic and electrical
products, systems and equipment.
NAME: C. BOONSTRA
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: President, Chairman of the Board
of Management and the Group
Management Committee
Citizenship: The Netherlands
NAME: D.G. EUSTACE
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Vice
Chairman of the Board of
Management and the Group
Management Committee
Citizenship: United Kingdom
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<PAGE>
NAME: H. BODT
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member
of the Board of Management and the
Group Management Committee
Citizenship: The Netherlands
NAME: W. DE KLEUVER
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member
of the Board of Management and the
Group Management Committee
Citizenship: The Netherlands
NAME: J.H.M. HOMMEN
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice-President and
member of the Board of Management
and the Group Management Committee
Citizenship: The Netherlands
NAME: A.M. LEVY
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and President of
Polygram N.V.
Citizenship: France
NAME: M.P. MOAKLEY
Business Address: Philips Electronics North America
Corporation
100 East 42nd Street
New York, New York 10017, USA
Principal Occupation: Chairman Board of Directors
Philips Electronics North America
Corporation and Philips Holding
USA, Inc.
Citizenship: U.S.A.
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<PAGE>
NAME: D.J. DUNN
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Sound & Vision Division
Citizenship: United Kingdom
NAME: J. WHYBROW
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Lighting Division
Citizenship: United Kingdom
NAME: A.H.A. VEENHOF
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Domestic Appliances and Personal
Care Division
Citizenship: The Netherlands
NAME: Y.C. LO
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Components Division
Citizenship: Republic of China
NAME: A.P.M. VAN DER POEL
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Semiconductors Division
Citizenship: The Netherlands
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<PAGE>
NAME: A. BAAN
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Business Electronics Division
Citizenship: The Netherlands
NAME: J.M. BARRELLA
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Medical Systems Division
Citizenship: The Netherlands
NAME: K. BULTHUIS
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Senior Managing
Director of Corporate Research
Citizenship: The Netherlands
C. MEMBERS OF THE SUPERVISORY BOARD (AUFSICHTSRAT) OF
OSTERREICHISCHE PHILIPS INDUSTRIE GMBH
Unless otherwise indicated all persons listed below are members of the
Supervisory Board (Aufsichtsrat) of Osterreichische Philips Industrie GmbH
which is situated at A-11-1 Vienna/Austria, Triesterstrasse 64, whose
principal business is the production and sale of electronics products,
including indirectly through its holding of a number of operating companies
or business units that are so engaged.
NAME: DR. THEOBALD ETTEL
Business Address: Kulm Residence
Via Veglia 18
CH-7500 St. Moritz
Switzerland
Principal Occupation: Consultant
Citizenship: Austria
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<PAGE>
NAME: DR. GUNTER STUMMVOLL
Business Address: Wirtschaftskammer Vienna
Wiedner Hauptstrasse 63
A-1045 Vienna, Austria
Principal Occupation: General Secretary of the Austrian
Chamber of Commerce
Citizenship: Austria
NAME: DR. HANNES ANDROSCH
Business Address: A.I.C. Androsch Int. Consulting
Opernring 1/R/3
A-1010 Vienna, Austria
Principal Occupation: Industrial Manager
Citizenship: Austria
D. DIRECTORS AND EXECUTIVE OFFICERS OF OSTERREICHISCHE
PHILIPS INDUSTRIE GMBH AND PHILIPS BETEILIGUNGS GMBH
Unless otherwise indicated, all of the executive officers of
Osterreichische Philips Industrie GmbH and its subsidiary Philips
Beteiligungs GmbH are employed by Osterreichische Philips Industrie GmbH at
A-1101 Vienna/Austria, Triesterstrasse 64, whose principal business is
production and sale of electronic products, including indirectly through
its holding of a number of operating companies or business units that are
so engaged. With respect to Philips Beteiligungs GmbH, the executive
officers listed below also perform functions analogous to those of a board
member.
NAME: DR. WILLEM A. WIELENS
Business Address: Osterreichische Philips Industrie
GmbH and Philips Beteiligungs GmbH
A-1101 Vienna, Austria,
Triesterstrasse 64
Principal Occupation: CEO of Osterreichische Philips
Industrie GmbH and Philips
Beteiligungs GmbH
Citizenship: The Netherlands
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<PAGE>
NAME: DR. MICHAEL BREITEGGER
Business Address: Osterreichische Philips Industrie
GmbH and Philips Beteiligungs GmbH
A-1101 Vienna, Austria,
Triesterstrasse 64
Principal Occupation: CFO of Osterreichische Philips
Industrie GmbH and Philips
Beteiligungs GmbH
Citizenship: Austria
NAME: ING. HEINZ JERANKO
Business Address: Osterreichische Philips Industrie
GmbH and Philips Beteiligungs GmbH
A-1101 Vienna, Austria,
Triesterstrasse 64
Principal Occupation: Industrial Coordination Central
Europe and Industrial Management
Philips Austria
Citizenship: Austria
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<PAGE>
EXHIBIT INDEX
Exhibit Description
1 Joint Filing Agreement, dated November 17, 1997, between PENV,
Philips I and Philips II.
2 The Exchange Agreement is hereby incorporated herein by reference to
Exhibit 2 to the Form 8-K filed by the Issuer and dated October 30,
1997, SEC File #: 000-23354.
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Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated
November 7, 1997, (the "Schedule 13D"), with respect to the Ordinary Shares, par
value $0.01 per share, of Flextronics International Ltd. is, and any amendments
thereto executed by each of us shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(f) under the Securities
and Exchange Act of 1934, as amended, and that this Agreement shall be included
as an Exhibit to the Schedule 13D and each such amendment. Each of the
undersigned agrees to be responsible for the timely filing of the Schedule 13D
and any amendments thereto, and for the completeness and accuracy of the
information concerning itself contained therein. This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 17th day of November, 1997.
Philips Electronics N.V.
By: /s/ A. Westerlaken
Name: A. Westerlaken
Title: General Secretary
Osterreichische Philips Industrie GmbH
By: /s/ Dr. Michael Breitegger
Name: Dr. Michael Breitegger
Title: Chief Financial Officer
By: /s/ Dr. Ernst Strebinger
Name: Dr. Ernst Strebinger
Title: Company Legal Secretary
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<PAGE>
Philips Beteiligungs GmbH
By: /s/ Dr. Michael Breitegger
Name: Dr. Michael Breitegger
Title: Chief Financial Officer
By: /s/ Dr. Ernst Strebinger
Name: Dr. Ernst Strebinger
Title: Company Legal Secretary
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