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JELMOLI HOLDING AG
SWISS EXCHANGE

Jelmoli est un groupe leader en Suisse du commerce de détail et de l'immobilier. Cette entreprise qui est cotée à la Bourse suisse SWX se distingue par les succès qu'elle remporte en commerce de détail et par un portefeuille immobilier de premier ordre qui comprend des immeubles situés parout en Suisse.
 



Swiss Prime Site AG holds more than 98% of the voting rights of Jelmoli Holding AG
Jelmoli Holding AG has noted that Swiss Prime Site AG holds, after settlement of the exchange offer, more than 98% of the voting rights of Jelmoli Holding AG. 
This fulfils the legal requirements for the possible cancellation of any remaining publicly held Jelmoli shares. Thus, Swiss Prime Site AG is entitled to initiate the proceedings for the cancellation of any remaining publicly held Jelmoli shares pursuant to Art. 33 SESTA and the delisting of all Jelmoli shares."

jelmoli holding ag Walter Fust stepping down from Board of Directors
Walter Fust has decided to step down from the Board of Directors of Jelmoli Holding AG with effect from 31 October 2009.
Fust also steps down from the Board of Directors and Foundation Board of further companies of the Jelmoli Group as of 31 October 2009. The Board of Directors would like to thank Walter Fust for his long-standing services.

Swiss Prime Site AG holds 96.05% of the share capital and the voting rights of Jelmoli Holding AG
Jelmoli Holding AG has noted that Swiss Prime Site AG holds, at the end of the additional acceptance period of the exchange offer on 15 October 2009, 16:00 h Central European Summer Time (CEST), a total of 4,118,629 shares of Jelmoli Holding AG, corresponding to 96.05% of the share capital and the voting rights of Jelmoli Holding AG.
The present final results are preliminary. Swiss Prime Site AG will publish the definitive final results in the print media presumably on 21 October 2009
Jelmoli has been informed of the revised intention of Walter Fust in connection with the exchange offer of SPS
Mr. Walter Fust has informed Jelmoli Holding Ltd that on September 24, 2009 he has tendered his shares to Swiss Prime Site AG (SPS) on the terms of the public exchange offer.
Further information regarding the exchange offer of SPS and the report of the board of directors of Jelmoli Holding Ltd are available at www.jelmoliholding.ch/Medien/Mitteilungen 

Jelmoli Holding Ltd: Annual General Meeting, June 16, 2009
Today Jelmoli Holding Ltd ("Jelmoli") held the Annual General Meeting. Jelmoli shareholders have approved all proposals of the Board of Directors in accordance with the amendments on 16 June 2009.
190 shareholders attended the 114th Annual General Meeting of Jelmoli Holding Ltd. today. They represented 64.64 percent of the company's share capital and the same percent of votes. 
The AGM approved the 2008 annual report, annual financial statements and consolidated financial statements, as well as the Board's proposal on the appropriation of net profit. In addition the Board was discharged. The dividends to be paid out are unchanged since last year: CHF10 per registered share.
Authorized capital has been created in order to perform the obligations under the settlement agreement with the former Tivona shareholders has been created.
Furthermore the purposes of the company and the articles of association have been revised. A motion of a shareholder, who asked for an amendment of the articles of association in order to provide for a regulation that not the board of directors determines its remuneration but that the shareholders meeting defines such remuneration, has been rejected by a large majority of the shareholders.
Additionally Mr. Christopher Chambers, Michael Müller, Markus Dennler, Walter Fust and Barthélemy Helg were re-elected as members of the Board of Directors. Mr. Klaus Wecken, Bernhard M. Hammer and Rudolf Huber were newly elected as members of the Board of Directors for a two year term of office.
KPMG AG, Zurich has been re-elected as auditor for another year's period.

Jelmoli Holding Ltd Annual General Meeting of June 16, 2009: Board membership changes
The Annual General Meeting of Jelmoli Holding Ltd on June 16, 2009 will pass resolution on membership changes in the Board of Directors. Walter Fust, Barthélemy Helg and Harald Pinger will not be standing for re-election. Christopher Chambers, Michael Müller and Markus Dennler are proposed for re-election to a further 2-year term of office. Josef Anton Felder, Rodolfo Lindner and Klaus Rudolf Wecken are proposed as new members for election to a 2-year term of office. All three of these candidates are well-proven independent experts in the real estate sector. Christopher Chambers will continue as Board Chairman if re-elected.
Josef Felder is a Swiss citizen, born 1961, residing in Hohentannen, SG. Mr. Josef Felder graduated as Accountant/Controller with a federal diploma and completed the Advanced Management Program (AMP) of the Harvard Business School, Boston. Since 2008 Mr. Felder works as an independent board member. From 2000 to 2008 he was CEO of Unique (Flughafen Zürich AG), Zurich, and from 1998 to 2000 CEO and designated overall leader of Future of the Zurich Airport (Gesamtleiter Zukunft Flughafen Zürich) of the Flughafen-Immobilien-Gesellschaft Zurich. Since 2008 Mr. Felder is member of the board of directors of AMAG, Careal Holding AG, the Cantonal Bank of Lucerne, the Schulthess Group, Zingg-Lamprecht, the HTC Corp. and Edelweiss Air as well as chairman of the foundation board of pro juventute.
Rodolfo Lindner is a Swiss citizen, born 1965, residing in Oberwil, BL. Mr. Rodolfo Lindner studied law and business administration at the University of Fribourg. He completed the education with an emphasis on the areas of real estate law and European company law with a master degree (lic.iur.). Furthermore, he completed an education as MRICS (Member of the Royal Institution of Chartered Surveyors) and graduated from the school for real estate fiduciaries SVIT. Furthermore, he holds an Executive MBA (Boston/Zurich). As head of the real estate department (member of the executive management) from 1996 to 2004 he had the overall responsibility for the organisation of the real estate of the Schweizerische National-Versicherungs-Gesellschaft. From 2004 to 2009, he acted as Chief Investment Officer and a member of the group management. Mr. Lindner is chairman of the board of the pom+ Group and of pom+ International as well as member of the board of directors of Energy & Infrastructure Management S.a.r.l., Luxembourg and of SIC Invent AG (Schilli Implantology)
Klaus Rudolf Wecken is a German citizen, born 1951, residing in Bettingen, BS. Mr. Klaus Rudolf Wecken graduated from the University of Freiburg i. Br. in economy. Between 1974 and 1997, he was co-founder, general manager and board member of different companies in Germany and in Switzerland. From 1999 to 2009, he was co-founder and main shareholder of TIVONA AG, Basle. From 2001 to 2002 he was member of the board of directors of Jelmoli Holding Ltd, Zurich. Since 2008 he is chairman of the supervisory board of FAIRRANK AG, Bregenz, and of Jedox AG, Freiburg.

Invitation to the Annual General Meeting of June 16, 2009 will be by publication in the Swiss Commercial Gazette on May 25, 200
Jelmoli provides additional information on real estate portfolio ahead of separate listing of Jelmoli and Athris on March 30, 2009
Jelmoli Holding Ltd ("Jelmoli") provides additional information on its Swiss real estate portfolio prior to the separate listing of Jelmoli and Athris Holding Ltd ("Athris") on March 30, 2009. Jelmoli will be included in the real estate segment of the SIX Swiss Exchange with immediate effect. The inclusion in the Swiss Real Estate Index and the EPRA Index is expected for summer 2009.
The Jelmoli real estate portfolio including the Tivona properties which were acquired in February 2009 consists of 131 properties with a combined market value of CHF 4.1 billion (based on segment values) as of December 31, 2008. 87% of the property value is in first class locations and the top 5 properties account for approximately 40% of the value. Approximately 10% of the value results from development projects such as the shopping center Stücki in Basel, which will be completed in 2009. Jelmoli is the only public real estate company in Switzerland with a focus on high street retail properties. 61% of rental income is derived from high quality retail tenants (74% including related activities such as parking and storage). The average duration of rental contracts is approximately 10 years; the vacancy rate amounts to 3.5% (excl. projects). For the full twelve months 2009, the combined Jelmoli and Tivona portfolio will generate rental income of approximately CHF 220 million, including development projects from the expected date of completion. The full run-rate rental income after completion of all current development projects for the portfolio amounts to approximately CHF 240 million.
Jelmoli now provides for the first time detailed information on Jelmoli's real estate portfolio on a property-by-property basis, which can be accessed via the Jelmoli homepage (www.jelmoliholding.ch) and will provide investors access to key information relevant for their investment decision ahead of the publication of the annual report on April 28, 2009, which will be in compliance with the additional rules of SIX Swiss Exchange for the listing of real estate companies. In addition, the independent valuer reports prepared by Wüest & Partner for the Jelmoli and the Tivona portfolio as of December 31, 2008, will be available via the Jelmoli homepage as of today. 
The Jelmoli bearer shares with a nominal value of CHF 50 have been traded today for the last time and are being delisted. They are being split and converted into new Jelmoli registered shares with a nominal value of CHF 10 which will trade for the first time Monday March 30, 2009. The share capital of Jelmoli amounting to CHF 38,153,940 has been increased through the authorized issuance of 250,000 registered shares (with a nominal value of CHF 10) to CHF 40,653,940 (authorized capital increase). All new shares have been subscribed for by Pelham Investments S.A. as compensation for ceding control in Jelmoli. The newly issued shares will also be listed and traded for the first time on March 30, 2009.
The registered and bearer shares of Athris are being distributed by way of a dividend in kind and will be listed as well as from Monday March 30, 2009. At the same time the share buy-back program will commence by Athris issuing tradable put options to buy back its bearer and registered shares. 
"I am very pleased that the implementation of the Strategic Plan will be concluded on March 30, 2009. This will mark the beginning of a new area in the history of Jelmoli, and the beginning of Athris as a new and exciting company with ample investment opportunities in today's market environment. Having overseen the successful implementation of the Strategic Plan, I now intend to focus entirely on the Jelmoli business and will therefore step down from the board of Athris as of the first day of trading." said Christopher Chambers, Chairman of the Board of Directors of Jelmoli. 

16.01.2009 Bondholders Approve Jelmoli Proposal
Holders of the two outstanding bonds issued by Jelmoli Holding AG ("Jelmoli"), with the principal amounts of CHF 175 million and CHF 200 million, approved proposals whereby, if shareholders vote for the distribution of a special dividend as a key element of the proposed Strategic Plan for the Company, no request would be made by bondholders for repayment of the two bonds ahead of schedule. In exchange, Jelmoli agreed to adjust the
coupon on each bond and will pay interest of 4.25 % p.a. (for the 4 % bond maturing July 5, 2011) and 4.625 % p.a. (for the 3 1/8 % bond maturing July 11, 2013) under the condition and starting with the distribution of the special dividend.
Bondholders approved the proposals put to them at today's meetings by significant majorities. Shareholders will vote on the Strategic Plan at an Extraordinary General Meeting on January 23rd, 2009.
At today's bondholders' meeting for the CHF 175'000'000 4 % bonds issued by Jelmoli and maturing on July 5, 2001, bondholders were representing CHF 66'465'000 or 37.98 % of the capital. 99 % of the represented capital approved the proposal. At the bondholders'
meeting for the CHF 200'000'000 3 1/8 % bonds issued by Jelmoli and maturing July 11, 2013, bondholders were representing CHF 48'325'000 or 24.16 % of the capital. In this vote, 81.61 % of the represented capital approved the proposal.
Christopher Chambers, Chairman of Jelmoli's Board of Directors, welcomed the bondholders' decision, following the successful negotiations for the refinancing of the US Private Placement before Christmas. "We now look forward to the Extraordinary General Meeting on January 23rd, 2009, at which the Strategic Plan will be presented to shareholders for final approval."

27.11.2008 Jelmoli plans extraordinary shareholder meeting in the second half of January 2009
Jelmoli Holding AG announces today that the Extraordinary Shareholders' Meeting to approve the strategic plan proposed by the Board of Directors is planned to be held in the second half of January 2009.
Despite the challenging market environment, the Board of Directors believes that the reason for the delay of the Extraordinary Shareholders' Meeting, initially planned for November 5, 2008, is now no longer an impediment to the proposed transaction. In the light of the anticipated broad public support of all major shareholders the Board of Directors expects to be able to implement the strategic plan, including the distribution and listing of the investment company shares, within a short period after the shareholders meeting.
Furthermore, Jelmoli has been informed by Gustav Stenbolt, one of its non-executive Board members, of his intention to step down from the Board of Directors as of 31 December 2008. He has decided to retire from his role at Jelmoli due to his increasing business commitments outside the group. "The Board of Jelmoli wishes to thank Mr. Stenbolt for his significant contributions to Jelmoli as former Chief Executive and as a member of the Board of Directors. Mr. Stenbolt also played a key role in the development and implementation of the strategic plan, which will position Jelmoli for a continued successful development in the future," said Christopher Chambers, Chairman of the Board of Directors. 


 

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