DGAP-HV: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung
am 04.06.2012 in Luxembourg mit dem Ziel der europaweiten Verbreitung
gemäß §121 AktG
04.05.2012 / 15:08
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SAF-HOLLAND S.A.
Société anonyme
Siège social: 68-70, boulevard de la Pétrusse
L-2320 Luxembourg
Share Capital : EUR 412,373.75
R.C.S. Luxembourg: B 113.090
Notice to all Shareholders
All shareholders of SAF-HOLLAND S.A. (the 'Company') are hereby
informed that the Extraordinary General Meeting ('1st EGM') held on 26
April 2012 at 1.30 p.m. in Luxembourg did not reach the necessary
quorum as required under Luxembourg law and therefore could not take
any resolutions.
Shareholders are therefore given notice upon instruction of the board
of directors of the Company (the 'Board of Directors') that a
subsequent Extraordinary General Meeting ('2nd EGM') having the same
agenda as the 1st EGM (as shown below) shall be convened :
to be held on
Monday, 4 June 2012 at 11:30 a.m. (CEST)
at
22-24, rives de Clausen, L-2165 Luxembourg
AGENDA
1. Increase of the authorised share capital of the Company
The Board of Directors proposes to increase the authorised share
capital of the Company from its current amount of EUR 0.- to EUR
206,187.- consisting of 20,618,700 shares having a par value of EUR
0.01 each to be issued with or without issue share premium. The Board
of Directors shall be empowered to use the authorised share capital
until and including the 5th anniversary of the date of publication of
the notarial deed of the EGM or a subsequent 2nd extraordinary general
meeting, as applicable, in the Mémorial C approving the increase of
the authorised share capital. When using the authorised share capital
the Board of Directors shall further be authorised to limit and/or
suppress any existing preferential subscription rights.
2. Amendment and restatement of the articles of association of the
Company
The Board of Directors proposes to fully amend and restate the
articles of association of the Company in order to reflect above
agenda item and in particular the changes due to the Luxembourg law on
shareholders' rights in listed companies dated 24 May 2011.
3. Implementation of a share buy-back programme of the Company
The Board of Directors proposes to:
(i) Authorize and delegate all necessary powers to the
Board of Directors of the Company to acquire shares of the
Company from the shareholders of the Company without
cancellation of the acquired shares (the ' Buy-Back ').
(ii) Determine the general conditions of the Buy-Back
being:
a. that the Board of Directors shall be empowered
to buy-back shares of the Company in the maximum amount of
10% of the share capital of the Company existing at the date
of the resolutions of the Board of Directors to buy-back
shares of the Company;
b. that the Board of Directors shall be authorized
to effect the Buy-Back for a period of time starting on the
date of the EGM and ending on the calendar day before the
fifth anniversary of the date of the EGM;
c. that the Board of Directors is empowered to
buy-back the shares of the Company via the Frankfurt stock
exchange or a public bid;
d. that in case of a Buy-Back (i) via the Frankfurt
stock exchange, the consideration paid by the Company per
share (excluding incidental purchase costs) may not exceed
or fall below the purchase price of the Xetra trading system
(or any other comparable successor system) as determined by
the opening auction of the stock exchange trading day on
which the offer is made by more than 10%, and (ii) via a
public bid, the offered purchase price or the purchase price
margin thresholds per share (excluding incidental purchase
costs) may not exceed or fall below the average price of the
closing prices of the Xetra trading system (or any other
comparable successor system) on the three stock exchange
trading days preceding the day on which the offer and the
request to the public to make an offer, respectively, is
publicly announced by more than 15%;
e. that the Board of Directors is empowered to
buy-back shares of the Company fully or partially, by one
single transaction or several transactions, for one single
purpose or for several purposes or by third parties on
behalf, and in the interest of, the Company.
(iii) To authorize the Board of Directors to take all
measures and execute any formalities which may be necessary in
relation to the above items and the Buy-Back.
Quorum and majority requirements
No presence quorum is required for the 2nd EGM. The items on the
agenda of the 2nd EGM require approval by at least 2/3 of the voting
rights present or represented and duly expressed during the 2nd EGM.
Share capital and voting rights
At the date of convening of the 2nd EGM, the Company's subscribed
share capital equals EUR 412,373.75 and it is divided into 41,237,375
shares having a par value of EUR 0.01 each, all of which are fully
paid up.
Suppression and/or limitation of preferential subscription rights
In accordance with applicable Luxembourg law shareholders are hereby
informed that agenda item 1. above includes the right to be granted to
the Board of Directors of the Company to limit or suspend any and all
existing preferential subscription rights of existing shareholders of
the Company in case the Board of Directors makes use of the authorised
share capital in the future. Details for justifying the granting of
such rights will be provided at the 2nd EGM in the form as required
under Luxembourg law. As already announced by the Company before the 2nd
EGM the Board of Directors has declared that it voluntarily will make
use of such right, if at all applied, to limit and/or suspend
preferential subscription rights pertaining to not more than 20% of
the authorised share capital mentioned under agenda item 1. above;
this limit being equal to 10% of the currently issued share capital.
Available information and documentation
The following information is available on the Company's website under
http://corporate.safholland.com/en/investor/annual-general-meeting.html
and at the Company's registered office in Luxembourg starting on the
day of publication of this convening notice in the Luxembourg official
gazette Mémorial C:
a) full text of any document to be made available by
the Company at the 2nd EGM including draft resolutions in
relation to above agenda points to be adopted at the 2nd EGM
(i.e. inter alia the amended draft articles of association);
b) this convening notice;
c) the total number of shares and attached voting
rights issued by the Company as of the date of publication of
this convening notice;
d) the proxy form as further mentioned below; and
e) the correspondence voting form as further mentioned
below.
Attendance and registration procedures
Shareholders are obliged to obtain an attestation from their
depository bank ('Attestation') which is safe-keeping their shares in
the Company stating the number of shares held by the shareholder 14
calendar days before the date of the 2nd EGM ('Record Date'), i.e. on
21 May 2012. The Attestation must be dispatched by fax and the
original by regular mail to:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-298
The attestation must be made in text form in German or English.
Attestations must be received by the Company (by fax) at the latest on
the 30 May 2012 at 11:59 p.m. (CEST). Exercise of voting rights of
shares in connection with late Attestations will not be possible at
the 2nd EGM. Upon receipt of the Attestation within the given deadline
the Company will presume that such shareholder will attend and vote at
the 2nd EGM.
Proxy voting representatives
Shareholders not being able to attend the 2nd EGM in person may
appoint a proxyholder to attend the 2nd EGM on their behalf. The
proxyholder will have to identify himself by presenting a valid
identification card and by submitting the admission ticket of the
shareholder.
In order to simplify the execution of their voting rights, the Company
provides the option of appointing a proxy voting representative named
by the Company and bound by the instructions of the shareholder prior
to the 2nd EGM.
Proxy forms are available under the following contact details:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-298
E-Mail: registration@haubrok-ce.de
Website: http://www.safholland.com/investor.html
In such proxy form shareholders are kindly invited to fill in the
required details, to date, sign and return the proxy form by e-mail or
fax and the original by mail to:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-298
E-Mail: registration@haubrok-ce.de
(MORE TO FOLLOW) Dow Jones Newswires
May 04, 2012 09:09 ET (13:09 GMT)
