Sint-Martens-Latem (BE), Vijfhuizen (NL) and York (UK), 11 June 2007 – Punch, Punch Technix and Punch Graphix (together the ‘Companies’) jointly announce that Punch Graphix and Punch Technix, after careful deliberations by the management board and supervisory boards of the respective companies and advice from professional advisers, intend to proceed with the combination of the machine construction activities of Punch Technix with the activities of Punch
Graphix in the development, production and distribution of graphical systems for prepress and high-end digital colour printing as already referred to in the joint press release of the Companies dated 2 May 2007.
Punch currently holds approximately 91% of the issued share capital of Punch Graphix. In addition Punch has been offered the opportunity to purchase approximately 5% of Punch Graphix issued shares and such acquisition is currently being completed. Following this acquisition, Punch will
hold approximately 96% of Punch Graphix’s issued shares and it intends to transfer this entire shareholding to Punch Technix. A part of this shareholding (expected to represent approximately 58% of the issued shares in Punch Graphix) will be contributed to Punch Technix against the issue
of new ordinary shares in Punch Technix. The issue price per ordinary share will be equal to the average of the closing share prices between 11 June 2007 and 22 June 2007 as quoted on Euronext Amsterdam stock exchange (the ‘Issue Price’), but for the purposes of the issue to Punch with a minimum issue price of EUR 6.00 (six). Based on the aforementioned minimum price, Punch’s current shareholding in the capital of Punch Technix of approximately 63% will increase
through the aforementioned issue of new Punch Technix shares to a shareholding of maximum 93%.
Immediately following the contribution in kind described above, the remaining stake in Punch Graphix held by Punch (i.e. approximately 38% of the issued shares in Punch Graphix) is to be acquired by Punch Technix against a cash consideration per share of GBP 1.28 financed by means of a current account from Punch. Punch may decide to acquire additional shares in the
capital of Punch Graphix in addition to its current shareholding in the period running up to the contribution to Punch Technix. Such additional shares will also be acquired by Punch Technix.
Simultaneously with the contribution in kind described above, Punch Technix intends to offer its existing shareholders, specifically excluding Punch, the opportunity to subscribe for new ordinary shares in Punch Technix up to a maximum aggregate amount of EUR 20,000,000, at the Issue Price, without a minimum being applicable.
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Each ordinary share in Punch Technix held immediately after the close of trading on Euronext Amsterdam by an eligible shareholder other than Punch at a record date (expected to be on or about 28 June 2007) will entitle such holder to subscribe for new ordinary shares in Punch Technix, pro rata to their current shareholding, against payment of the Issue Price. Such eligible
shareholders will be granted non-transferable and non-tradable subscription rights (the ‘SETS’) that will entitle them to subscribe for the new ordinary shares in Punch Technix during a predetermined exercise period. The SETS will be granted and the new ordinary shares will be offered only in those jurisdictions in which, and only to those persons to whom granting the SETS
and the offer of new ordinary shares may lawfully be made. There will be no rump-offering of SETS not exercised during the exercise period. SETS not exercised will become void.
The combined transaction described above (the ‘Transaction’) is subject to further approval of the general meeting of shareholders of Punch Technix. For that purpose, amongst others, an extraordinary general meeting will be held on 27 June 2007. The formal notice for this extra-ordinary general meeting is expected to be published on 12 June 2007.
A prospectus relating to the Transaction is expected to be publicly available on or about 29 June 2007.
Petercam Bank N.V. has been requested by Punch Technix to issue a fairness opinion on the price at which the Punch Graphix shares are to be acquired (i.e. GBP 1.28 per share) prior to the final decision of the management board and supervisory board of Punch Technix regarding the Transaction and prior to the aforementioned extraordinary general meeting of shareholders of
Punch Technix.
To better reflect the activities of the combined group, upon completion of the Transaction, it is intended to change the name of Punch Technix into Punch Graphix N.V., and to change the composition of the supervisory board and management board.
It is contemplated that, conditional upon the completion of the Transaction, the current members of the management board will resign from their offices and Mr Ben Van Assche, current CEO of Punch Graphix shall be appointed as CEO of Punch Technix and Mr Peter Tytgadt, current CFO of Punch Graphix, shall be appointed as CFO of Punch Technix.
It is further intended that Mr Jan Smits will resign from his office as supervisory director of Punch Technix following the completion of the Transaction and that the following individuals shall be proposed to the general meeting for appointment as members of the supervisory board:
�� Mr Philip Ghekiere, vice Chairman of the board of the Kinepolis Group and non-executive director of Punch Graphix.
�� Mr Wim Deblauwe, CFO of Punch and non-executive director of Punch Graphix.
It is intended that Mr Herman Olde Bolhaar will stay as chairman of the supervisory board and Mr Guido Dumarey will stay as member of the supervisory board.
The transaction will result in Punch Technix acquiring all shares in Punch Graphix held by Punch, while optimising the balance sheet of the newly created combination. At the same time the shareholders of Punch Technix, other than Punch, may avoid or limit dilution by exercising the SETS offered to them and subscribe to newly issued shares.
It is expected that, as a result of the integration, a strong and profitable technology group is created, supported by a reference shareholder with a clear strategy for value creation. The proposed operation and the resulting combination of complementary activities (research and development, procurement and administrative services) within one group could also lead to significant economies of scale for Punch Technix.

Punch International N.V. Punch Technix N.V. Punch Graphix Plc