This is the report of our March 6, 2020 meeting with DISA, including minor corrections..

DISA PENSION FUND

The XDISA team (P. Chaigneau, P. Taylor, G. Darrer) met with DISA management (C. Newton, P. Schriber, S.Brimley) involved in dealing with Pension matters on March 6. The text below summarizes what the situation is in respect of changes recently undergone by the Pension Fund.

WHAT HAPPENED ON DEC 31?

• DuPont changed the pension arrangements for ACTIVE employees to an insured arrangement with the Swiss Life insurance company. Active employees employed since 2012, were already in a Swiss Life arrangement.
• The representatives of the active employees on the Pension Board did not agree with the treatment of the technical provisions in the Pension Fund, and as a consequence gave their notice.
• The Autorité de Surveillance (The Geneva pension supervisory authority), were advised and, decided to assign a Commissioner to administer the fund for some 6 months with a well-defined task of implementing the partial liquidation of the DISA Pension Fund (essentially allocating the various technical reserves) and, (ii) setting up a new Pension Board.
• As a result the DISA pension fund, as defined in the Acte de Fondation, the bylaws and the plan rules, with DISA as the founder and responsible party for ensuring that all beneficiaries receive the benefits provided under the plan rules, remains as it is at present. However, the conditions of the fund no longer apply to ACTIVE employees, but only to existing beneficiaries. It is closed to new beneficiaries, except future widow(er)s and orphans according to the plan rules
• DISA and more generally DuPont retain full responsibility to deliver pension payments to beneficiaries.
• The management structure surrounding the fund does not change. AON retains responsibility with dealing with administrative matters. Mercer has been assigned to handle the investment strategy, centralizing a function which included outside investment managers.

• DuPont contributed an amount of 145 million CHF, fully paid into the DISA pension fund on December 31, 2019. To further satisfy coverage of potential future needs an additional guarantee of 100 million CHF was set up for a period of 15 years, renewable for an additional 10 years thereafter. The guarantee is supported jointly by DISA, DuPont Specialty Products Operations Sàrl and DuPont de Nemours, Inc.

WHAT HAPPENS NOW

• The Commissioner will review all financial aspects, actuarial calculations and projections and make sure that the expectations are in line with Swiss pension fund regulations and requirements. He will also set up a Pension Board, which will include DuPont representation. There being no active employees covered by the plan, there will be no active members. Consideration of representations by beneficiaries will be considered. The Commissioner aims to present the result of his work, together with the new Pension Board by mid-year. This could take the form a meeting to review and explain the situation.

WHAT DOES THAT MEAN FOR US?

• We will continue to get our pension for the rest of our lives
• The fund coverage has been substantially improved while the Technical rate was reduced considerably, and the longevity assumptions used are significantly more  
• conservative, therefore, there will be enough funds to cover our accrued benefits for all of us
• DuPont retains full responsibility to make up missing funds should life expectancy extend beyond currently projected age

March 26, 2020

E-mail message received today feb 28 from the Commissioner of our Pension Fund

Dear Sir,

Many thanks for your email and for this information ; this is very useful.

I am currently reviewing the file, which I have just received, as discussed during our call.

For your information, we intend to have a meeting with all stakeholders in May or June 2020, after the finalisation of the accounts. In this context, it goes without saying that all your questions will be duly answered.

However, if you have an urgent matter to discuss in the meantime, I remain of course available.

Best regards,

Rayan Houdrouge

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Message sent to the Commissioner of our Pension Fund on February 27

Objet : Du Pont Intl Penson Fund

Bonjour Maître,

Je vous envoie ci-dessous un petit résumé de nos activités en tant que fondation « XDISA ». Je vais continuer le message en anglais,

qui est notre « lingua franca » au sein de notre groupe. Je vous remercie pour votre proposition de nous fournir un email qui pourra

être partagé avec nos membres.

We are concerned that a number of our co-retirees are raising lots of questions and showing concerns about transformation of our fund

into a “closed fund” as well as the loss of contact with a now defunct Pension Board. So here is a very short summary of what we would

like to bring to your attention:

• Our basic position is that the commissioner needs to take into consideration

• that Pensioners want to be informed and re-assured about the safety of the plan
  • the information provided on February 4 was superficial and incomplete, although the intention was clear

• That the XDISA association exists and that we have had a history of direct contacts with the Pension Board and want to keep that

as a formal channel to exchange information in an organized and focused manner

• Some form of representation on the board would be desirable. We understand that Swiss law does apparently not consider retiree

representation on the board, although there are a number of companies that do have such representation, sometimes with limited

rights.

I thank you again for your openness and understanding.

Best regards

Georges Darrer

Secrétaire de XDISA

Hello all,

We are still waiting for the copies of the slides presented at the Pensioner get-together of February 4^th. We are also expecting to have a meeting early March with our usual DISA contacts and have specifically asked to also meet the “Commissioner” early in the game to make sure our points of view are understood.

In the meantime, we share key excerpts of the key events and discussions on February 4 by that Lars Gellerstad shared with a few friends. I think this information is well worth sharing.

Our mailing list is about 300 people so we realise that some people will not get a direct message. Feel free to share this message with others.

We hope to have the slides and some more explanations in our hands by mid-March. We will share new information when received.

We do not expect to get detailed financial numbers until mid-year in keeping with the usual reporting schedule.

Quotes from Lars’ “minutes” of the 4^th of February

We were a pretty large crowd last night at the meeting filling both the conference room and a set of chairs outside.

The “Country Leader Switzerland”  – Simone Arizzi – the research director for Europe – made a short and enthusiastic review of the New DuPont portfolio with pieces of Dow added resulting in three more labs/offices in Switzerland

Then Chris Newton followed with the status of the “closed” pensioner only fund.

Chris & Patrick are off our Board since January 31. They are replaced with an intermediary chairman/care taker  – a commissioner – for about  six months from the law firm Lenz & Staehelin in Geneva. One of the bigger law firms with specialist knowledge in Pension Fund matters.  This arrangement has been requested and acted upon by the Geneva “Autorité de Surveillance”

This commissioner will then see to that Board is named by the same Law firm. If we want a pensioner on the Board which is legally OK we have to approach Commissioner or the Law Firm via our Association.

With this the umbilical financial cord with DuPont is cut (COMMENT: This is not so, the foundation contract is not rescinded and the founder DISA is still responsible. By their extra contribution and their guarantee, they simply put in place an arrangement that will avoid any need of further yearly contributions in the future)

Some numbers:

After extracting the active members and some retirees from 2019  we now have 891 beneficiaries out of which 160 are survivors (widows/orphans)

The capital of the fund is now 863 million CHF after the reduction of the active’s funds and an addition of 137? million paid by  DuPont at the end of 2019. For a total of sum 370 million paid in since the beginning of the century.

Last year the fund made – only – 8% because by mid-year they sold out all the stock as a part of change process. Maybe not so good in general but in hindsight with the Chinese Flu upsetting the markets it was maybe just good luck.

The Fund’s position now covers in excess of 100% of the pensions to be paid out at a discount rate of 0.5%. COMMENT: we are asking for numbers. They will probably not be available for some time as the actuaries have to do their calculations, but the current understanding is that the coverage is more than enough The future will likely be safe investments that gives some 1.4% (state bonds I guess) but the new board decides the investment policy and risk levels.

It looks like a safe revenue for the next 30-35 years for the lawyers and the fund’s service companies like auditors and presumably the Autorité de Surveillance.

An additional 100 million in the form of a guarantee runs for 15 years and can be prolonged another 10 years or more. This money can be called anytime by the New Board in full or in part.

All of this was done will full insight by the Geneva Authorities.

Technical note:  The actuaries calculate for EACH one of us what the Fund’s liability is. That means that they take the amount of yearly pension we get and multiply it by a factor related to our age, usually at the end of the year. That factor is an official number revised every 5 years by the confederation to calculate the average life expectancy. The actuary multiplies the yearly income by the number of years statistically linked to the pensioner’s age and obtains the funds required to be available. For example, a pensioner getting 60000 CHF a year aged 70 years will require a reserve of 960’000 CHF. A discount rate is applied to this number. In the past we had rates of about 5%. In this example that meant that a sum of 650’000 CHF was required.

By reducing the rate to 0.5% that means that 925’000 CHF are required and therefore the future payments are much better guaranteed.

XDISA COMMITTEE

Pierre Chaigneau – president

Georges Darrer – Treasurer and website

Ed Peters

Peter Taylor

Meeting with DISA Management and Pension Board, March 21^st 2019

Present: Patrick Schreiber, Chris Newton, Arnold Dikkers, Pierre Chaigneau, Georges Darrer

The meeting was called by DISA with the purpose of advising us of changes being undertaken in the near future to the pension plan as part of the DowDupont de-merger.

Arnold Dikkers kicked the meeting off by detailing that all active employees would be presented with a new pension plan in the coming weeks. These changes are driven by the need to harmonize plans between the current alternate DuPont plan (introduced for new employees in 2012), active members of the original DISA pension plan, incoming ex-Dow employees, those that will join Corteva, the new AG entity, and those that will join the Du Pont Spec Co. It is expected that all of these employees will join a new plan that will be managed by Swiss Life insurance company.  This means that the original DISA pension plan which today serves approximately 850 beneficiaries will no longer have any active participants. The details of the new proposed pension arrangements are currently being discussed with all active employees concerned by this change. Patrick Schriber  indicated  that as of the effective date of the proposed plan changes for active members,  the DISA pension plan and foundation would henceforth be  limited to pensioners; In light of that, the funding of the Foundation would be financially strengthened through a set of measures to ensure that it will continue to provide the plan benefits to all beneficiaries   for the entirety of its remaining life. The measures would include substantial additional cash contributions into the fund to achieve a very low discount rate of about half a percent coupled with a company guarantee.

Chris Newton proceeded to explain that the DISA fund would continue to be managed in the same manner as currently, i.e. by AON-Hewitt for administrative purposes and would continue to receive investment advice as at present.

We enquired about future of the Pension Board. Chris stated that in the case of the DISA fund, there would be no need for employee representation and the company appointed Board members would remain responsible for fund oversight and reporting. Pensioner participation in pension boards is not mandated by law. Our association would continue to receive news and be a conduit for questions related to the running and performance of the “pensioners only” fund.

Most of these changes will occur in the next few months, with the aim of finalizing them by June, albeit, the exact timeline may be reviewed.

A possible pensioner get-together will likely be planned in May/June period to explain the changes and field questions about the ‘pensioners only’ DISA fund. In the event the timeline were altered, such a pension get-together would  be rescheduled accordingly

Present: Chris Newton,  Arnold Dickers, Pierre Chaigneau, Georges Darrer, Denis Hill

Fund performance 2017: Chris reviewed the performance which showed a return of around 10+% mainly due to the performance of equities and a coverage of between 105.8%. There was a reduction of the TIR from 2.25 to 2.

Chris announced that there would be a change in the use of mortality rates to estimating liabilities and it would be based on generational data. The cost estimate could be 20MMCHF per year for 3 years. The goal for any pension increase is 118% cover.

There would be information on our association in the transmittal of the Pension Annual Report contained in the cover letter.

Merger Update: By end Q1/19 there will be a new Dow called Dow, end Q2/19 the restructured Ag. Then what’s left will be DuPont (now specialties) around July 2019.

The current expectation is that our Pension Fund will stay with DuPont.

Geneva should remain the administration centre but the exact location is not yet known.

There will be about 15000  employees transferred from Dow to DuPont but the Swiss number will remain essentially the same.

TPG/RAP: Arnold  reported that there had been contact with most impacted retirees but that were some difficulties in contacting widows/widowers, but work was ongoing.

He was reminded that he hadn’t replied to Denis’s 11th March 2018 letter and he promised to do so.

DuPont/Pensioners Biannual get-together: In view of the merger timetable it was proposed that the April/May 2019 timeframe would be a good time as all the plans should be finalised by then.

 

 

Angel Lumbreras attended the meeting and provided us with his report of the event.

We are sharing this report with you as it is somewhat more detailed that the official minutes. Provided only in English.

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Good evening, friends:

Jean-Francois Grau and I attended yesterday the above mentioned meeting. As you could not attend it, I would like to give you a summary of my notes as I believe that you would be interested to know how things went yesterday.

In my opinion, the meeting went well. The Committee (6 members out of total 8) was present and run through the Agenda for the meeting. The minutes of the General Meeting of May 2016, the President’s report and the Treasurer’s report were approved by all participants.

The 6 members of the Committee present proposed themselves to be re-elected and asked if someone else from the participants would like to join them. Mr. Chopard proposed himself to join the Committee. The participants approved the new Committee of the Association. Then, the new Committee will be formed by 7 members. 

Patrick Schriber, Chris Newton (representing the Pension Foundation Board) and Arnold …..(DuPont Compensations Manager EMEA) attended the meeting and shared the information below plus answered several questions (I have included below the most relevants to us).

– Dow-DuPont merger is effective since August 31, 2017. They plan that the split of this entity into three new ones will be effective by mid-2019. Meanwhile, the businesses allocated to the three future cos. are currently being run as three divisions of Dow-DuPont. (a) Agricultural &Food and Nutrition, b) Performance Materials and c) Specialty Products)

– Although final decisions need to be confirmed, most likely, the Swiss Pension Fund will be assigned to the future Specialty Products entity. This entity will be the largest operation remaining in CH (Meyrin Tech center will be one of its operations). This new listed company will have Sales of approx. 21 Bio. USD, about 32.000 employees, 200 manufact. operations and 10 tech. centers.

– Upon one of my questions regarding how DuPont would transfer the employees in CH to the new Specialty Products corporation in connection with our Pension Foundation, Patrick answered that more likely than not, although it’s too early for a final decision, current active employees of the Pension Fund moving to the Specialty Corporation might remain in our current Pension Fund. If this would be confirmed, it would be a good news for us retirees, because active employees contributions to the Fund would continue in the future years.

– Chris Newton presented the following information regarding the financial situation of the Fund at 31-10-2017:

               – Coverage ratio was 108.8% …………………………….. >>>>>>>>>> Goal remains to be at 124 %.

               – Technical Discount Rate for above calculacion was 2.25% (Official Swiss Actuaries recommendation).

                  The Fund plans to decrease the discount rate to 2.00% in January 2018 . This would have a negative 

                  impact in the Coverage ratio of approx. 7 to 8 %.

               – Last 5 years average Investment Performance was 7.8%. Most likely, future performance will be lower.

               – Since 2006, the Company’s additional contributions to the Fund have been 220.3Mio. CHF to maintain  the viability of the Fund. If needed, the Company (Specialty Products new corporation in the future) will  continue making additional contributions. However, upon questions from the participants, DISA refuses to  send a letter to its retirees confirming its above commitment (this letter had been sent in the USA). 

                – Number of Retirees per Active Employee in the DISA Pension Fund = 2.61

                  As a reminder, our Pension Fund is a closed Fund since 2012 (no NEW employees are accepted in the Fund).

                 – TPG / RAP – Arnold informed us that a lot of work has been done since about a year ago, when they had

                   increased the CallHR resources dedicated to this subject to 2.5 FTE’s. He recognised that there is still  delayed work to be brought up to date and they will complete it asap.

In summary, I believe that there is no inmediate concern regarding the commitment of DISA Mgmt. to continue supporting our Pension Fund. However, we must remain vigilant, specially during the next couple of years, when they will make the organizational changes (transfer of employees) and the allocation of the fuure commitments for  the Fund support to the new Specialty Products corporation.

I hope the above helps you to be up to date on this important subject for us. Pls., let me know if you have any question re. my above summary.

I wish you and your families a Merry Christmas and all the best in the New Year.

Warmest regrds, 

Angel

 

 

Minutes of the XDISA AGM meeting, 6 December 2017

From my count there were 46 retirees present plus the 3 DuPonters, Patrick Schriber, Chris Newton and Arnold Dickers.

Agenda (1^st part) items:
1.The May 2016  minutes were accepted without comment.
2. Pierre presented the President’s Report mentioning that Lars and Hans were stepping down.
3. Georges presented the Treasurer’s Report and stated that we needed an auditor for the future. Gerald Chopard offered to carry out that function and it was accepted.
4. The above reports were approved.
5. The remaining members of the old committee – Pierre, Georges, Denis, Ed, Peter Taylor  and Peter Vine were re-elected.
6. Miscellaneous:

a) German K. requested that the next meeting be in Geneva and Gerard Chopard proposed it to be in the afternoon as most members were living in Geneva.;

b) Communications with all members seemed to be a problem and Georges said he would consider it and resolve the difficulties including confirming payment of fees. Those in attendance were asked to let Georges know if they hadn’t been contacted directly. 

 c. Denis also reminded DuPont that they had been requested to include a direct information on the Retirees Association to all retirees and that this had not been done to date.                                           

d) Bernard Sauner raised the question on Health Insurance and the impact on retirees. The response to this was that our deal with Mutuel is relatively good, but due to enormous cost increases in health care the premiums keep going up. Only significant cost saving possible is when dropping the semi-privé option.

Agenda (2^nd part) items:

Presentation on the Merger by Patrick Schriber

He described the groupings of the 3 new companies which will be independent companies eventually (by mid-2019).

The 3 companies will be: Agriculture – Called something like AGCo; Material Science a DowCo; Speciality Products a DupontCo.                                                                                                                   

The Ag part required a move of Crop Protection from Dow/DuPont to the FMC Corporation with FMC’s Nutrition and Health moving the other way for Regulatory Requirement approval of the merger. 

He said he would provide a summary of the presentation for general distribution.

German K.  asked how and where the pension Fund would be handled. Patrick said DuPont would honour its commitments, but the exact details hadn’t yet been finalised; the Spec. Co. looks clearly to be the logical home for the Fund.

Presentation of the status of the Pension Fund by Chris Newton.

He presented the status as of the end of October 2017 and the future plans regarding the Technical Interest Rate.  He promised to provide charts for distribution.

Finally, Arnold Dickers told us the status of the work around the TPG/RAP and said that they added one person to clean up the cases, that resulted from previous different interpretations of the Policy. There has been legal counsel from both sides involvement and the interpretation are now clear, which means that pending cases can be processed.     An example of such a case was mentioned by Jan Kranendonk.

Pierre closed the meeting, thanked the DuPont colleagues and invited all to the Bar for a snack and a drink.

Minutes of Meeting DuPont/Pensioners Group 8th November 2017

 Present: Chris Newton, Pierre Chaigneau, Georges Darrer, Denis Hill

Fund performance 2017 to date: Chris reviewed the performance which showed a return of around 8% mainly due to the performance of equities and a coverage of between 102 to 103%. There will be a decision at the end of November as to the reduction of the TIR from 2.25 to 2%. (This decision will now be taken in January when final numbers for 2017 are available) the actives interest rate is currently at 3%. The cost is estimated at 12MMCHF.

Georges’ request for a paragraph to be included in the final 2016 report explaining how Bridge Pensions to AVS age for people taking early retirement works was honoured and DuPont were thanked for that. However, there wasn’t any reference made to the existence of our association in the transmittal of the Pension Annual Report.

Merger Update: The merger was completed as of the 1st September and the company is now called Dow/DuPont. The split into the 3 separate companies will take up to 24 months to complete. Elements of the Dow Corning silicone business will be transferred into the Speciality Chemicals company and the DuPont Engineering Polymers will be in that company also – a change from previous expectations. The relevant parts of the Ag business has been transferred to FMC as of the 1st November. The Polymer and Industrial Packaging businesses will move to Dow. It is still too early to know which company(s) will be responsible for the Pensions management or who will handle the TPG administration. It is planned that there will be information given to employees by mid 2018.

Pensioners Association: Patrick has confirmed that he will present an up-to-date review at the AGM on the 6th December. It was stressed that he needs to be very clear to avoid mistrust. An equivalent letter to that recently sent to US pensioners would be a useful guarantee for pensioners here.

At this time Arnold Dickers with Maitre Schneider joined the meeting to discuss the TPG/RAP issues and so there wasn’t any further discussion on issues with Chris.   

The following items were therefore not covered.

DuPont/Pensioners Biannual get-together: Pierre asked if DuPont would plan to have a reunion this year and Chris agreed to raise this point. We still await an answer, or did we get one? If we did I’ll delete this item but it is a question I’ve been asked recently and we might want to reply to in December.

Medical Assurance: As the expected increases in the basic insurance premiums for 2018 were forecast in the press to be around the 4 to 5% level, how is that the Mutuel premiums have gone up by over 9%? An explanation would be appreciated.

 

 

We are preparing a set of information and data resulting from the General Assembly on December 6.

This will be put on line in the next few days.

In the meantime the committee sends you their wishes

for a Merry Christmas and a Happy New Year!