Arbonia AG, Arbon
Auditor's report on the share capital reduction with release of funds
KPMG AG
St. Gallen, 1 April 2025
KPMG AG Bogenstrasse 7
PO Box 1142
CH-9001 St. Gallen
+41 58 249 22 11 kpmg.ch
Independent auditor's report to the Board of Directors of
Arbonia AG, Arbon
Opinion
We have conducted an audit in accordance with Art. 653m para. 1 of the Swiss Code of Obligations (CO) based on the financial statements as per 31 December 2024 and the result of the public debt notice to determine whether the claims of the creditors of Arbonia AG (the Company) are covered in full despite the proposed reduction of the share capital.
In our opinion, the claims of the creditors of the Company are covered in full despite the proposed reduction of the share capital.
Basis for Opinion
We conducted our audit in accordance with Swiss Standards on Auditing (SA-CH). Our responsibilities under those standards are further described in the "Auditor's Responsibilities" section of our report. We are independent of the Company in accordance with the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-ion.
Board of Directors' Responsibilities
The Board of Directors is responsible for the preparation of the financial statements and the execution of the share capital reduction in accordance with the legal provisions, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going con-cern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease opera-tions, or has no realistic alternative but to do so.
Proposal of the Board of Directors
The Board of Directors proposes to reduce the share capital from currently | CHF | 291'787'620.60 |
divided into 69'473'243 registered shares with a nominal value of CHF 4.20 each, | ||
by repaying CHF 4.00 per share or a total of | CHF | 277'892'972.00 |
to | CHF | 13'894'648.60 |
After the reduction, the share capital will be divided into 69'473'243 shares with a nominal value of CHF 0.20 each.
The full amount of CHF 277'892'972.00 will be repaid in cash.
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