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III.2 Expansion of the Management Board
Dr. Martin Kleinschmitt (49), Member of the Executive Board at NSL Consulting AG, Berlin,
was appointed to the Management Board as Chief Restructuring Officer. As a renowned
expert and experienced interim manager, he will support the restructuring of the Company.
Martin Kleinschmitt previously worked as CFO of our German subsidiary SAF-HOLLAND GmbH
on an interim basis from 2002 until March 2005. He has an excellent reputation among
our banks and shareholders.
III.3 Standstill Agreement The financing banks have announced their intention to constructively support the financial restructuring of the Company. With the execution of the reorganizational measures implemented by SAF-HOLLAND, they see the probability that SAF-HOLLAND can continue operations as good.
At the same time, the current standstill agreement was not extended beyond July 31, 2009.
Instead, a new sustainable concept will be quickly developed. In August, the Company's
lenders proposed the transfer of the Company's operating business to a trustee. The imple-
mentation of the proposal would mean that SAF-HOLLAND S.A. would, for the most part,
be legally separated from the operating business and the assets of the Group. At the same
time, the operating business of the Company would be sustainably supported and financially
secured.
IV RISK REPORT
A proposal from the banks submitted in August calls for the separation of the operating
business of the Company and its assets from SAF-HOLLAND S.A. This model would provide
a sustainable support and financial security for the operating business. It would also mean
that the shares would be separated from the assets and the ongoing business of the Com-
pany. This proposal still lacks an economic framework which is to be negotiated. Sharehol-
ders must also approve the proposal at an Extraordinary Annual General Meeting.
Compared with the risk profile at the end of 2008 fiscal year, as outlined in the risk report
contained in the annual report, the Group has experienced no change. The consolidated
financial statements of SAF-HOLLAND are predicated on the assumption that business ope-
rations can be continued in the future ("going concern"). This assessment was subject to
one significant uncertainty factor, which currently still cannot be conclusively assessed. As
of the balance sheet date on June 30, 2009, the Group's long-term financing had not yet
been secured. Despite this uncertainty, the Company assumes that SAF-HOLLAND S.A. will
be able to continue its business operations and satisfy its payment obligations. We have
taken numerous measures in order to adapt the Company and its cost situation to the new
economic conditions. The Group can implement the steps required by the preliminary expert
opinion on restructuring.
All additional risks that can be directly influenced by the Group are manageable. The pre-
servation of liquidity is the current focus of risk management.