Dear Shareholder,
Thank you for your keen interest in our enterprise.
Our shareholders often approach us directly by e-mail or telephone, asking questions that we feel are of interest not only to the particular shareholder, but also to many of our other shareholders. We are pleased to answer these questions.
By law, we are required to treat all shareholders equally. According to the German Stock Corporation Act, the General Meeting is the only forum for shareholder questions. However, as we do not want to let our shareholders wait for the annual event, but also need to make sure that all shareholders receive the same information, we have decided to provide up-to-date answers to the questions of our shareholders at our Web site (without naming the shareholders).
We hope that the following comprehensive document that we have prepared covers all your questions. We will carefully check any additional questions submitted to us directly and duly update the document at regular intervals.
Despite our best intentions, we may be unable to answer some of the questions. You can be sure that we take your questions seriously. However, we are not permitted to answer certain questions due to securities trading laws, we cannot answer some due to strategic reasons in order not to endanger ongoing processes and negotiations, and we may be unable to provide specific answers to questions relating to ongoing planning. Thank you for your understanding.
Nevertheless, we publish this document for the purpose of answering your questions within the framework of what is possible and legally permitted. To ensure equal treatment of all shareholders, please understand that we cannot answer any direct questions beyond the scope of the following document.
If you have any additional questions, please feel free to ask us at the next General Meeting, at which we will provide comprehensive information to the extent permitted by law.
1 Company History & Vision
1.1 When was PlasmaSelect established?
The company was established in 1998 in Teterow, Mecklenburg-Western Pomerania, Germany, as PlasmaSelect GmbH. Following a transformation of its legal structure (1999), the company went public (New Market) in 2000 under the name PlasmaSelect AG.
1.2 Who are the founders and "makers"?
Initially, the company was established by members of the Riggers family. Today, PlasmaSelect AG is headed by Bernhard Giessel as the sole Director. Wilfried Riggers serves as Chairman of the Supervisory Board.
1.3 Who belongs to the management team?
Apart from the Board of Directors and the founders, the group has an international management team with long-standing industrial expertise that takes full ownership of the operational management of the individual subsidiaries.
Bernhard Giessel (48) – Director
• Qualifications: banker, business economist
• 1998-2008: Interim and project management, self-employed (Siemens, Toll Collect, Agfa-Gevaert, etc.)
• 1992-1998: Konica Europe GmbH, Munich, Chief Financial Officer, Director Corporate Development, Authorized Signatory
• 1989-1992: Teradata Deutschland GmbH, Munich, Director Finance & Administration, Authorized Signatory
• 1984-1989: Fresenius AG, Bad Homburg, Controller
1.4 What is the business model?
Founded in 1998 as a specialist in the production and sale of extracorporeal apheresis products, infusion and rinsing solutions, and complementary medical products, PlasmaSelect AG has become an innovative holding company in the health care – new technologies market. The holding comprises five operating subsidiaries with a total of just under 300 employees worldwide (holding included).
PlasmaSelect follows a buy-and-build (hold or sell) strategy. PlasmaSelect takes over or staffs the management of the subsidiary and supports the company in its business development and restructuring by means of the corporate Central Services. The objective is to achieve a balanced portfolio of long-term subsidiaries and spin-offs of new segments.
1.5 Where will PlasmaSelect AG be in 5 years?
The management of PlasmaSelect AG has initiated the structural and strategic measures needed for repositioning the enterprise as a holding company with a focus on health care – new technologies and aligning it with long-term growth markets such as the water treatment market.
The management focuses on further developing the remaining subsidiaries in order to achieve two-digit operating margins and sustainable market positions. Moreover, the company will concentrate on acquisitions in long-term growth markets. PlasmaSelect AG has sufficient cash from the sales proceeds of individual segments to promote dynamic and profitable growth by means of strategically smart investments, thereby generating a fundamental increase in shareholder value.
In the coming years, the individual subsidiaries will be checked for the possibility of going public.
1.6 Are further acquisitions planned?
PlasmaSelect AG will continue to evaluate new acquisition opportunities in the field of health care – new technologies. It is important for potential acquisitions to have a long-term growth perspective in high-margin market segments.
2 Company Structure
2.1 What is the composition of the company and shareholder structure?
PlasmaSelect AG is a holding company in the health care – new technologies market. The holding comprises five operating subsidiaries with just under 300 employees worldwide.
2.2 Does PlasmaSelect AG have any investors?
We do not know of any external investors.
2.3 Does the company seek additional (major) investors?
PlasmaSelect AG has sufficient cash from the sales proceeds of individual segments to promote dynamic and profitable growth by means of strategic investments, thereby generating a fundamental increase in shareholder value. In view of this situation, there is currently no need for additional investors.
2.4 How many of the shares are held by Riggers Holding?
The largest blocks of shares are held by persons who are actively involved in the company's further development and whose shareholding provides evidence of their responsibility toward the company. Riggers Holding holds 25.81% of the interests in PlasmaSelect AG. Under securities laws, another 29.99% of shares held by a subsidiary must be attributed to Riggers Holding, resulting in a total of 55.80% (as of October 22, 2008).
2.5 What role does the Riggers family play at PlasmaSelect AG?
As co-founders of PlasmaSelect AG, individual family members are still active in the company. The stock corporation is headed by Bernhard Giessel as the Director, the subsidiaries by the respective Managing Directors.
2.6 Why did Karl-Heinz Riggers resign from the Board of Directors, and what role does he play now?
Karl-Heinz Riggers (52), who, as Chairman of the Board of Directors was responsible for the value-adding realignment of PlasmaSelect AG, has resigned from the Board of Directors in order to be able to better support the business opportunities opening up due the acquisition of Aquaworx. In particular, he will evaluate the possibility of going public within the next two or three years. Thanks to his excellent industry network, Karl-Heinz Riggers will also support the search for potential new acquisitions in the field of health care – new technologies.
2.7 Who is currently on the Board of Directors?
In the medium term, the vacant position on the Board of Directors is to be re-staffed with an expert from the field of investment management/merger & acquisitions/turnaround management.
2.8 Who are the members of the Supervisory Board of PlasmaSelect AG?
• Wilfried Riggers – Chairman
• Simon Riggers
• Dr. Bernd Achten
3 Company Facts
3.1 How many employees does the holding currently have?
The holding and the five operating subsidiaries have a total of just under 300 employees worldwide.
3.2 How many branches and production plants does PlasmaSelect AG have?
The Munich-based company has nine branches in four countries and four production plants in Pfullingen and Marburg, Germany, in Potenza (Italy) and in Marina Horn (Switzerland).
The R&D team is based in Horn-Marina, Switzerland.
3.3 What are the subsidiaries of PlasmaSelect AG?
DeltaSelect GmbH (100%)
AltaSelect (100%)
NovaSelect SpA (100%) – production
TheraSelect GmbH (100%) – two production plants
Aquaworx AG (30% of the shares + 50.1% of the voting rights)
3.4 Does PlasmaSelect AG own intellectual property/patents?
PlasmaSelect AG and its subsidiaries own various patents and utility models that secure a clear strategic competitive edge on a long-term basis.
4 Financial Figures
4.1 What was the sales performance of PlasmaSelect AG in the past year? What were the EBIT and EBT figures?
In the fiscal year 2007 (as of November 30, 2007), the group sales of PlasmaSelect AG amounted to €56.261 million. The earnings before interest and tax (EBIT) amounted to €9.318 million, the earnings before tax (EBT) to €7.499 million. The latest figures and quarterly reports are available in the Investor Relations section at the PlasmaSelect AG Web site www.plasmaselect.de.
4.2 What are the sales/earnings expectations of PlasmaSelect AG for 2008, and what is the outlook?
Despite the adverse global economic framework conditions, the group sales in the nine-month period 2008 merely receded by 4.7% to € 26.3 million (prior-year period: € 27.6 million). In the reporting period, the Health Care segment generated sales amounting to € 26 million, almost the same as the adjusted amount in the nine-month period of the previous year, which was € 26.3 million (€ 46.1 million less generics sales of € 19.8 million).
The transformation process of PlasmaSelect AG from an operating group in the health industry to a holding company with the two segments Health Care and Water Treatment, which was announced in previous quarters, reached its peak in the third quarter. The directly associated one-time and extraordinary expenditures for the restructuring measures in the Health Care segment and the start-up costs in the Water Treatment segment resulted in a negative EBIT of € -9.5 million in the third quarter and a negative EBIT for the nine-month period of € 11.4 million. Without the special effects, the nine-month EBIT would have amounted to € -4.1 million, which is close to the adjusted level (without the EBIT contribution of the generics business sold in the previous year) of the corresponding prior-year period (€ -4 million).
Thanks to the positive business development of Aquaworx AG, in which PlasmaSelect AG has acquired 30% of the shares and 50.1% of the voting rights, and the success of the consistent optimization of all group processes, the Board of Directors is confident that PlasmaSelect AG is now perfectly positioned for successful expansion in long-term growth markets.
4.3 What market potential does PlasmaSelect AG see?
The positive effects of the structural and strategic restructuring measures initiated in the past quarters started to show up in the second quarter and continued to stabilize thereafter. The Group's new structure as a holding company is taking shape, accompanied by the continuous, substantial improvement of all key performance indicators.
The ongoing restructuring of the production segment infusion solutions includes the transfer of the production program to the Italian production plant and measures to improve production conditions. The possibility of outsourcing the products, which are not very profitable from the production standpoint, is also being considered. In June 2008, this culminated in the decision to sell the Haemaccel™ business to the Indian Piramal Healthcare Group in order to make the production portfolio more efficient.
The remaining enterprises are subject to further development with the objective of achieving a two-digit operating margin and a leading position in the market. Moreover, the company focuses on long-term growth markets such as the field of water treatment.
4.4 Is PlasmaSelect AG prepared for competition/global economy?
So far, PlasmaSelect has been run as an operating group in the health industry. To establish the basis for sustained profitable growth, the company has been and continues to be transformed into an investment holding company. The transformation was initiated by means of the highly profitable sale of segments in greatly consolidated, slow-growth, and low-margin markets, yielding more than € 80 million in recent years (including € 20 million from a current earn-out agreement).
Thanks to the transformation into a holding company with a clear focus on fast-growing market segments, the enterprise is well equipped to react to changes in the global markets in a quick and flexible manner.
4.5 What measures does PlasmaSelect AG take to achieve further growth and profitability?
Following a detailed analysis, PlasmaSelect AG embarked on the restructuring process by selling segments in consolidated markets, such as the capital-intensive generics business and low-margin activities in the first phase. In the second phase, which began in late 2007, the production workflows and production process costs in the remaining infusion and rinsing solutions segments are continuously examined for optimization potential and furnished with suitable structures that facilitate a quick operational implementation. At the same time, PlasmaSelect AG has initiated the third phase under the supervision of Karl-Heinz Riggers and the new Director Bernhard Giessel and has acquired 30% of the shares and 50.1% of the voting rights in Aquaworx AG as of June 2, 2008.
5 Marketing
5.1 What measures are planned?
We will duly highlight the new structure of PlasmaSelect AG as a holding company both visually and by means of suitable contents.
Our goal is to sensitize the relevant market and industry analysts for PlasmaSelect AG and the respective portfolio companies in order to convey the company's image and positioning to the media by way of their positive statements and objective opinions. The primary objective of the communication measures is the creation and reinforcement of a positive image concerning the successfully completed repositioning in terms of the company's competencies, products, and services.
5.2 Does PlasmaSelect AG present its new corporate image to the outside?
PlasmaSelect AG makes its strategic realignment visible. Thus, the corporate design, the Web site, and all marketing material are being revised and updated accordingly.
6 New Technologies: Aquaworx
6.1 What does Aquaworx AG do?
Headquartered in Arbon, Switzerland, Aquaworx AG, a subsidiary of PlasmaSelect AG, Munich, Germany, makes a substantial contribution to efficient resource management by means of the development and production of water and fluid disinfection and filtration technologies (patent pending) at the Marina Horn plant on Lake Constance, Switzerland. The function of the platform technology for the disinfection of fluids is based on the smart combination of UV radiation and ultrasound. The filtration technology is based on the unique combination of metallic membrane filters and ultrasound in a single system, thereby efficiently eliminating germs and preventing their reproduction. The Aquaworx product family combines permanently effective performance with a currently unmatched level of efficiency. The primary application areas in the field of water and filtration include drinking water and wastewater treatment, filtration of fluids, ballast water treatment in the nautical industry, treatment of pool, drinking, and process water in summer residences, and Legionella control in nursing homes, hospitals, and hotel facilities. The global sales are handled by Munich-based Aquaworx Deutschland GmbH.
6.2 What are the core countries and regions for roll-out?
The sales activities start in Europe. At the same time, the launch in Asia and India is currently under preparation and will take place shortly. A distribution structure is currently being set up in North America, the Middle East, and the Pacific region.
6.3 Which technologies/products does Aquaworx sell, and what are their USPs?
Aquaworx has developed a platform technology that can be used as the basis for further developments. The technologies can be applied individually, allowing both small and large users to find a suitable, economically acceptable solution. This flexibility is reflected in the size of the systems, which range from 10 m³/h to 8,000 m³/h. The Aquaworx product family offers diverse application possibilities in the field of water and filtration. This includes four core areas: process water for industrial applications, such as cooling tower technology or pre-filtration of reverse osmosis systems; drinking water, which also includes Legionella control; wastewater that is treated at municipal plants; and ballast water, which is used for ballasting ships.
For the first time worldwide, our developers have succeeded in efficiently combining ultrasound and UV light to meet the needs of our customers. Key benefits:
• Low maintenance intensity
• Modest space requirements
• Easy operation
• Quick ROI through lower operating costs
• 15% higher performance compared to conventional technologies
• Suitable for flow volumes from 10 m³/h to 2,000 m³/h
• Ecological compatibility
• Long useful life of the UV lamps (16,000 hours)
6.4 Is the Aquaworx platform technology TÜV-certified?
The certification of the Legionella management system by TÜV Süd is currently under way. As soon as the procedure is successfully completed, we will communicate further details here. Aqua Trilight DW 10 is already TÜV-certified for effective Legionella control.
6.5 What investments are being made and what are the goals in the field of Research & Development?
Following four years of development work relating to the platform technology, the R&D activities are now concentrating on attaining market maturity of the systems for cleaning and filtering ballast water. Moreover, the company is endeavoring to obtain the internationally important IMO certificate. One of the leading shipyards is acting as a cooperation partner for the practical test and the subsequent certification of closed systems for the filtration and disinfection of ballast water in ships.
The consistent future portfolio expansion could include the desalination of seawater, with the objective of achieving better performance than existing systems in the market with less energy.
Moreover, the Legionella management system AquaLegioCon is about to receive a globally acknowledged seal of approval and quality. Legionella represent a massive problem especially for hotels, nursing homes, hospitals, and other public institutions, for which no effective solutions with a reasonable cost/benefit ratio has been available to far.
6.6 What are the current projects and references of Aquaworx?
• AquaHomeCare – equipment of hotel and luxury property with water disinfection and Legionella control systems
• AquaLegioCon – Legionella control system in nursing home
• AquaTriComb – certification procedure for ballast water treatment system initiated
• AquaTriComb – successful pre-testing with a 250 m3 pilot system on the German coast

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