-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWHxFbmKLV2FgZg1g1iroHII0bUpVCgy0JfTmtmYqL2sDHuaEr1k9yIhgPcfPEbw yk2+zA8fvo9LpRZbQKJBrQ== 0000903423-05-000734.txt : 20050927 0000903423-05-000734.hdr.sgml : 20050927 20050926180120 ACCESSION NUMBER: 0000903423-05-000734 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOLAB INC CENTRAL INDEX KEY: 0000031462 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 410231510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30248 FILM NUMBER: 051103643 BUSINESS ADDRESS: STREET 1: ECOLAB CTR STREET 2: 370 WABASHA ST NORTH CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6512932233 MAIL ADDRESS: STREET 1: 370 WABASHA ST NORTH CITY: ST. PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: ECONOMICS LABORATORY INC DATE OF NAME CHANGE: 19861203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENKEL KGAA /NEW/ CENTRAL INDEX KEY: 0001098789 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011492117973533 MAIL ADDRESS: STREET 1: 67 HENKELSTRASSE D-40191 CITY: DUSSELDORF GERMANY SC 13D/A 1 henkelecolab13da13_0926.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Ecolab Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 278865100 - -------------------------------------------------------------------------------- (CUSIP Number) William A. Groll, Esq. Cleary Gottlieb Steen & Hamilton LLP City Place House 55 Basinghall Street London EC2V 5EH 44-207 614 2200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2005 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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 schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 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). SCHEDULE 13D CUSIP No. 278865100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henkel KGaA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7 SOLE VOTING POWER 43,359,224 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 29,333,328 PERSON WITH 9 SOLE DISPOSITIVE POWER 43,359,224 10 SHARED DISPOSITIVE POWER 29,333,328 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,629,552 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 278865100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henkel Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 29,333,328 PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 29,333,328 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,333,328 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 13 (this "Amendment") amends and supplements the Schedule 13D filed on December 20, 1989, as previously amended (the "Schedule 13D"), of Henkel KGaA ("KGaA" and, together with its affiliates, "The Henkel Group") and HC Investments, Inc., with respect to the Common Stock, par value $1.00 per share ("Common Stock"), of Ecolab Inc. ("Ecolab" or the "Company"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 2. Identity and Background. ----------------------- The Schedule 13D is now no longer filed by Henkel Chemie Verwaltungsgesellschaft mbH ("Chemie"). As described in this Amendment, effective September 21, 2005, Chemie transferred back to KGaA the 43,359,224 shares of Common Stock it previously held and no longer holds any interest in the Common Stock. The names, addresses, occupations and citizenship of the executive officers and members of the board of directors, or equivalent body, of each of KGaA and Henkel Corporation are set forth in Schedule I hereto. None of KGaA, Henkel Corporation or, to the best of their knowledge, Henkel of America, Inc. or any of the persons listed on Schedule I hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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. Item 4. Purpose of Transaction. ---------------------- As noted above, effective September 21, 2005, Chemie transferred all 43,359,224 shares of Common Stock it previously held to KGaA. The transfer was effected for internal organizational purposes of the The Henkel Group. There is no change to the plans or intentions of KGaA and its respective subsidiaries with respect to Ecolab, and no other change occurred in the relationship of any member of The Henkel Group with Ecolab. In August 2005, Jochen Krautter retired from the Ecolab Board. In accordance with the Amended Stockholder's Agreement, Kasper Rorsted, Executive Vice President for Human Resources, Logistics, Information Technologies and Infrastructure Services of KGaA, was appointed to the Ecolab Board. Currently, Ulrich Lehner, Stefan Hamelmann and Mr. Rorsted serve as members of the Ecolab Board pursuant to the Amended Stockholder's Agreement. KGaA intends to continue to review its investment in Common Stock from time to time and, depending upon certain factors, including without limitation the financial performance of Ecolab, the availability and price of shares of Common Stock on the open market, KGaA's overall relationship with Ecolab, and other general market and investment conditions, KGaA may determine either to acquire through open market purchases or otherwise additional shares of Common Stock, or, based upon such factors, to sell shares of Common Stock, from time to time, in each case to the extent permitted under the Amended Stockholder's Agreement and applicable law. Except as set forth herein, KGaA and Henkel Corporation have no current plans or proposals that relate to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)-(b) At the date hereof, in the aggregate, the 72,692,552 shares of Common Stock owned by KGaA and Henkel Corporation represent approximately 28.4% of the 255,748,469 shares of Common Stock reported by Ecolab in its Quarterly Report on Form 10-Q to be outstanding as of July 31, 2005. Of that total, Henkel Corporation directly beneficially owns 29,333,328 shares of Common Stock (approximately 11.5% of such total). Henkel Corporation and, by virtue of its indirect control of Henkel Corporation, KGaA share the power to vote and the power to dispose of these shares of Common Stock (subject to the provisions of the Amended Stockholder's Agreement). KGaA directly beneficially owns the remaining 43,359,224 shares of Common Stock (approximately 16.9% of such total). KGaA has the sole power to vote and to dispose of these shares of Common Stock (subject to the provisions of the Amended Stockholder's Agreement). (c) Except for the transfer of Common Stock by Chemie to KGaA as described herein, no transactions in shares of Common Stock were effected during the past 60 days by Chemie, Henkel Corporation or KGaA, or, to the best of their knowledge, by Henkel of America, Inc. or any of the other persons listed on Schedule I. Signature --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: September 23, 2005 Henkel KGaA By: /s/ Thomas Gerd Kuhn -------------------- Thomas Gerd Kuhn Associate General Counsel By: /s/ Joachim Jackle ------------------ Dr. Joachim Jackle VP Corporate Finance Henkel Corporation By: /s John E. Knudson ------------------ John E. Knudson President, Chief Financial Officer Exhibit Index Exhibit 1 Stock Purchase Agreement by and among HC Investments, Inc., Henkel (i) KGaA and Ecolab Inc. dated as of December 11, 1989 Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and among HC (i) Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of December 11, 1989 Exhibit 3 Confidentiality Agreement between Henkel KGaA and Ecolab Inc. (i) dated November 13, 1989 Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA on December (i) 11, 1989 Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and among HC (ii) Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of September 11, 1990 Exhibit 6 Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. (ii) dated as of September 11, 1990 Exhibit 7 Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. (ii) dated as of September 11, 1990 Exhibit 8 Stockholder's Agreement between Henkel KGaA and Ecolab Inc. dated (ii) as of September 11, 1990 Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and among HC (iii) Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of March 8, 1991 Exhibit 10 First Amendment to the Umbrella Agreement by and between Henkel (iii) KGaA and Ecolab Inc. dated as of March 8, 1991 Exhibit 11 First Amendment to the Joint Venture Agreement by and between (iii) Henkel KGaA and Ecolab Inc. dated as of March 8, 1991 Exhibit 12 First Amendment to the Stockholder's Agreement between Henkel KGaA (iii) and Ecolab Inc. dated as of March 8, 1991 Exhibit 13 Amended and Restated Umbrella Agreement by and between Henkel KGaA (iv) and Ecolab Inc. dated as of June 26, 1991 Exhibit 14 Amended and Restated Joint Venture Agreement by and between Henkel (iv) KGaA and Ecolab Inc. dated as of June 26, 1991 Exhibit 15 Amended and Restated Stockholder's Agreement between Henkel KGaA (iv) and Ecolab Inc. dated as of June 26, 1991 Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA on July 11, (iv) 1991 Exhibit 17 Amendment No. 1 to Amended and Restated Stockholder's Agreement (v) between Henkel KGaA and Ecolab Inc. dated as of June 30, 2000 Exhibit 18 Master Agreement, dated as of December 7, 2000, between Ecolab (v) Inc. and Henkel KGaA Exhibit 19 Form of Amended Stockholder's Agreement (v) Exhibit 20 Purchases of Common Stock from December 14, 2000 through October (vi) 5, 2001 Exhibit 21 Purchases of Common Stock from October 9, 2001 through November (vii) 23, 2001 Exhibit 22 Agreement to be Bound by Chemie dated as of December 31, 2002 (viii) Exhibit 23 Agreement to be Bound by Henkel Corporation dated as of December (ix) 15, 2004
(i) Previously filed as an Exhibit to the Schedule 13D on December 20, 1989. (ii) Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D on September 17, 1990. (iii) Previously filed as an Exhibit to Amendment No. 3 to the Schedule 13D on March 15, 1991. (iv) Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D on July 16, 1991. (v) Previously filed as an Exhibit to Amendment No. 5 to the Schedule 13D on December 15, 2000. (vi) Previously filed as an Exhibit to Amendment No. 6 to the Schedule 13D on October 9, 2001. (vii) Previously filed as an Exhibit to Amendment No. 7 to the Schedule 13D on November 26, 2001. (viii) Previously filed as an Exhibit to Amendment No. 9 to the Schedule 13D on January 8, 2003. (ix) Previously filed as an Exhibit to Amendment No. 12 to the Schedule 13D on February 1, 2005. Schedule I Officers and Directors of Henkel Corporation -------------------------------------------- The following table sets forth the name, business address, position with Henkel Corporation and present principal occupation of each director and executive officer of Henkel Corporation. Except as set out below, each individual listed below is a citizen of the United States. Position with Henkel Corporation and Present Name and Address Principal Occupation or Employment - ---------------- ---------------------------------- Dr. Jochen Krautter Chairman of the Board of Henkel Henkelstrasse 67 Corporation; Executive Vice President- 40191 Dusseldorf Technologies of KGaA Germany Citizen of Germany Mr. Julian Colquitt Director of Henkel Corporation; Henkel Corporation President, TI of Henkel Corporation 1001 Trout Brook Crossing Rocky Hill, CT 06067 Mr. John Kahl Director of Henkel Corporation; Henkel Consumer Adhesives, Inc. President, Henkel Consumer Adhesives 32150 Just Imagine Drive of Henkel Corporation Avon, Ohio 44011-1355 Mr. John E. Knudson Director, President, Chief Financial Henkel Corporation Officer of Henkel Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Gerald E. Kohlsmith Director of Henkel Corporation; Henkel Corporation President, TT of Henkel Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Alois Linder Director of Henkel Corporation; Henkelstrasse 67 Executive Vice President-Consumer 40191 Dusseldorf and Craftsmen Adhesives of KGaA Germany Citizen of Austria Mr. Raymond C. Alfisi Vice President, Information Technology Henkel Corporation of Henkel Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Daniel J. Corcoran Assistant Treasurer of Henkel Henkel Corporation Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Peter G. Dowling President, TO Americas of Henkel Henkel Corporation Corporation 1001 Trout Brook Crossing Rocky Hill, CT 06067 Ms. Christel Emerson Trademark Counsel, Assistant General Henkel Corporation Counsel and Assistant Secretary of The Triad, Suite 200 Henkel Corporation 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Brian Friend Assistant Secretary of Henkel Henkel Corporation Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Gregory Gaglione Associate General Counsel and Henkel Corporation Assistant Secretary of Henkel The Triad, Suite 200 Corporation 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Stephen D. Harper Assistant General Counsel, Chief Henkel Corporation Patent Counsel and Assistant The Triad, Suite 200 Secretary of Henkel Corporation 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Klaus Kirchmayr Vice President-Corporate Purchasing Henkel Corporation Americas of Henkel Corporation 1345 Gasket Drive Elgin, Illinois 60120 Mr. Jeffrey C. Piccolomini Senior Vice President, Finance of Henkel Corporation Henkel Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Kenneth R. Pina Senior Vice President, Chief Legal Henkel Corporation Officer and Secretary of Henkel The Triad, Suite 200 Corporation 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. John P. Preysner, Jr. Associate General Counsel and Henkel Corporation Assistant Secretary of Henkel 1001 Trout Brook Crossing Corporation Rocky Hill, CT 06067 Mr. William B. Read Senior Vice President, Human Resources Henkel Corporation of Henkel Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. James E. Ripka Vice President, Treasurer of Henkel Henkel Corporation Corporation The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 Mr. Patrick Trippel President, TTE of Henkel Corporation Henkel Corporation 15350 Barrance Parkway Irvine, CA 92618 Officers and Directors of Henkel KGaA ------------------------------------- The following table sets forth the name, business address, and position with KGaA and present principal occupation of each director, executive officer and controlling person of KGaA. Each individual listed below is a citizen of Germany, except Mr. Linder who is a citizen of the Republic of Austria, Mr. Van Bylen, who is a citizen of Belgium, and Mr. Vuursteen, who is a citizen of The Netherlands. Name and Address Present Principal Occupation or Employment - ---------------- ------------------------------------------ Supervisory Board: - ----------------- Mr. Albrecht Woeste Owner of R. Woeste GmbH & Co. KG and Henkelstrasse 67 Chairman of the Supervisory Board and 40191 Dusseldorf Chairman of the Shareholders' Committee Germany of KGaA Mr. Winfried Zander Vice Chairman of the Supervisory Board and Henkelstrasse 67 Chairman of the Works Council of KGaA 40191 Dusseldorf Germany Dr. Friderike Bagel Attorney at Law/Tax Advisor Henkelstrasse 67 40191 Dusseldorf Germany Mr. Engelbert Bassler Member of the Works Council of KGaA Bungerstrasse 18 40597 Dusseldorf Germany Mr. Hans Dietrichs Chairman of the Works Council of Henkel Ziegeleistrasse 56 Genthin GmbH 39307 Genthin Germany Mr. Benedikt-Joachim Freiherr von Herman Forester Henkelstrasse 67 40191 Dusseldorf Germany Mr. Bernd Hinz Vice Chairman of the Works Council of KGaA Rheinstrasse 48 51371 Leverkusen Germany Name and Address Present Principal Occupation or Employment - ---------------- ------------------------------------------ Supervisory Board: (continued) - ----------------- Prof. Dr. Dr. h.c. Heribert Meffert Professor at the University of Munster and Potstiege 56 Former Director of the Institute for 48161 Munster Marketing; Chairman of the Executive Germany Board of the Bertelsmann Foundation Mrs.Andrea Pichottka Head of Organization/Marketing Department Konigsworther Platz 6 of IG Bergbau, Chemie, Energie (German 30167 Hannover Mining, Chemicals and Energy Trade Union) Germany Prof. Dr. Dr. h.c. Heinz Riesenhuber Former Federal Minister for Research and Bundesforschungsminister a.D. Technology Deutscher Bundestag Platz der Republik 1 11011 Berlin Germany Mr. Heinrich Thorbecke Private Investor Henkelstrasse 67 40191 Dusseldorf Germany Mr. Michael Vassiliadis Member of the Executive Committee of IG Konigsworther Platz 6 Bergbau, Chemie, Energie (German Mining, 30167 Hannover Chemicals and Energy Trade Union) Germany Mr. Bernhard Walter Former Chairman of the Board of Managing 60301 Frankfurt Directors of Dresdner Bank AG Germany Mr. Werner Wenning Chairman of the Executive Board of Bayer 51368 Leverkusen AG Germany Dr. Anneliese Wilsch-Irrgang Chairman of the Management Personnel Flotowstrasse 2a Representatives of KGaA 40593 Dusseldorf Germany Name and Address Present Principal Occupation or Employment - ---------------- ------------------------------------------ Supervisory Board: (continued) - ----------------- Mr. Rolf Zimmermann Member of the Works Council of KGaA Halbuschstrasse 122 40591 Dusseldorf Germany Management Board: - ---------------- Prof. Dr. Ulrich Lehner Chairman of the Management Board of KGaA Henkelstrasse 67 40191 Dusseldorf Germany Dr. Jochen Krautter Executive Vice President-Technologies of Henkelstrasse 67 KGaA 40191 Dusseldorf Germany Mr. Alois Linder Executive Vice President-Consumer and Henkelstrasse 67 Craftsmen Adhesives of KGaA 40191 Dusseldorf Germany Mr. Kasper Rorsted Executive Vice President-Human Resources, Henkelstrasse 67 Logistics, Information Technologies and 40191 Dusseldorf Infrastructure Services of KGaA Germany Dr. Friedrich Stara Executive Vice President-Laundry & Home Henkelstrasse 67 Care of KGaA 40191 Dusseldorf Germany Dr. Lothar Steinebach Executive Vice President and Chief Henkelstrasse 67 Financial Officer of KGaA 40191 Dusseldorf Germany Mr. Hans Van Bylen Executive Vice President- Cosmetics/ Henkelstrasse 67 Toiletries of KGaA 40191 Dusseldorf Germany Name and Address Present Principal Occupation or Employment - ---------------- ------------------------------------------ Shareholders' Committee: - ----------------------- Mr. Albrecht Woeste Owner of R. Woeste GmbH & Co. KG and Henkelstrasse 67 Chairman of the Supervisory Board and 40191 Dusseldorf Chairman of the Shareholders' Committee Germany of KGaA Mr. Stefan Hamelmann Vice Chairman of the Shareholders' Henkelstrasse 67 Committee of KGaA; Private Investor 40191 Dusseldorf Germany Christoph Henkel Vice Chairman of the Shareholders' Henkelstrasse 67 Committee of KGaA; Independent 40191 Dusseldorf Entrepreneur and Business Executive Germany Dr. Paul Achleitner Member of the Board of Allianz AG Konigsstrasse 28 80802 Munchen Germany Dr. Simone Bagel-Trah Private Investor Henkelstrasse 67 40191 Dusseldorf Germany Dr. h.c. Ulrich Hartmann Chairman of the Supervisory Board of E.ON-Platz 1 E.ON AG 40479 Dusseldorf Germany Mr. Burkhard Schmidt Managing Director of Jahr Stubbenhuk 7 Vermogensverwaltung GmbH & Co. KG 20459 Hamburg Germany Mr. Konstantin von Unger Founding Partner, Blue Corporate Finance Henkelstrasse 67 40191 Dusseldorf Germany Name and Address Present Principal Occupation or Employment - ---------------- ------------------------------------------ Shareholders' Committee: (continued) - ----------------------- Mr. Karel Vuursteen Former Chairman of the Board of Management Dijsselhofplantsoen 10 of Heineken Holding N.V. NL-1077 BL Amsterdam The Netherlands Dr. Hans-Dietrich Winkhaus Former President and Chief Executive Henkelstrasse 67 Officer of KGaA 40191 Dusseldorf Germany -----END PRIVACY-ENHANCED MESSAGE-----