Media release

Tornos shareholders approve merger with Starrag; delisting of Tornos Holding Ltd. from SIX Swiss Exchange as of December 8, 2023 

Moutier, November 30, 2023, 6.00 p.m.

Extraordinary Tornos General Meeting on November 30, 2023, approved the merger of Tornos Holding Ltd. with Starrag Group Holding AG and the merger agreement. As announced, the registered shares of Tornos Holding AG will therefore be delisted from SIX Swiss Exchange as of December 8, 2023.

At the Extraordinary General Meeting on November 30, 2023, the Tornos shareholders approved the merger and the merger agreement between Tornos Holding Ltd. and Starrag Group Holding AG. A total of 84.62 % of all voting rights were represented. Shareholders participating in person and third parties represented 216’349 voting rights. 16’603’773 voting rights were represented by the independent proxy. The merger to form StarragTornos Group Ltd. will create a new, strong group that will play a key role in shaping the future of the global metal-cutting machine tool industry.

As a result of the merger, Tornos Holding Ltd. will be dissolved and all of its assets and liabilities will be transferred in their entirety to Starrag Group Holding AG, which will operate as StarragTornos Group Ltd. after the merger. The registered shares of Tornos Holding Ltd. will be delisted and exchanged for registered shares of StarragTornos Group Ltd.

The Extraordinary General Meeting of Starrag Group Holding AG already approved the merger and the change of name to StarragTornos Group Ltd. on November 29, 2023. The members of the Board of Directors of Tornos Holding Ltd. François Frôté, Till Fust and Michel Rollier were elected to the Board of Directors of the new StarragTornos Group Ltd. It was also decided to create the new Starrag shares required for the exchange by means of an ordinary capital increase. Upon exchange, Tornos shareholders will receive 0.1059 registered shares of StarragTornos Group Ltd. (after change of company name: StarragTornos Group Ltd.) with a par value of CHF 8.50 for each Tornos share held with a par value of CHF 1.00. The first trading day of the newly issued registered shares of Starrag Group Holding AG on SIX Swiss Exchange will be December 8, 2023. These shares will be entitled to dividends for the first time for the financial year ending December 31, 2023.

Following today's approval of the merger with Starrag Group Holding AG by the Extraordinary General Meeting of Tornos Holding Ltd., all 19 877 671 registered shares of Tornos Holding Ltd. with a nominal value of CHF 1.00 each will be delisted from SIX Swiss Exchange as of Friday, December 8, 2023. The last trading day of Tornos registered shares on SIX Swiss Exchange is Thursday, December 7, 2023.

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