SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
24.03.2014 15:11
Bekanntmachung gemäß §121 AktG, übermittelt durch die DGAP - ein
Unternehmen der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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SAF-HOLLAND S.A.
Société anonyme
Siège social: 68-70, boulevard de la Pétrusse
L-2320 Luxembourg
R.C.S. Luxembourg: B 113.090
Share Capital: EUR 453,611.12
Notice to all Shareholders
All shareholders of SAF-HOLLAND S.A. (the 'Company') are hereby given
notice upon instruction of the Board of Directors of the Company (the
'Board of Directors') that the annual general meeting of shareholders
shall be held as follows:
Annual General Meeting 2014
(the 'AGM')
will be held on 24 April 2014, at 11:00 a.m. (Central European Summer
Time,
'CEST') with the agenda below
at
Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg
AGENDA FOR THE AGM
1. Presentation of the statutory management report
and consolidated management report for the fiscal year ended
31 December 2013.
The Board of Directors proposes that both management reports
in respect of the fiscal year ended 31 December 2013 be
APPROVED by the shareholders.
2. Presentation of the reports by the auditors of the
Company in respect of the statutory financial statements of
the Company and in respect of the consolidated financial
statements of the Company and its group for the fiscal year
ended 31 December 2013.
The Board of Directors proposes that the reports by the
auditors in respect of both the statutory and the consolidated
financial statements for the fiscal year ended 31 December
2013 be APPROVED by the shareholders.
3. Approval of the statutory financial statements of
the Company for the fiscal year ended 31 December 2013.
The Board of Directors proposes that the statutory financial
statements of the Company for the fiscal year ended 31
December 2013 be APPROVED by the shareholders.
4. Approval of the consolidated financial statements
of the Company and its group for the fiscal year ended 31
December 2013.
The Board of Directors proposes that the consolidated
financial statements of the Company and its group for the
fiscal year ended 31 December 2013 be APPROVED by the
shareholders.
5. Resolution concerning the allocation of the
results of the Company for the fiscal year ended 31 December
2013 and approval of distributions.
The profit for the 2013 financial year amounts to EUR
13,272,465.98. As legally required, an amount equal to 5% of
the net profits of the Company shall be allocated to the legal
reserve of the Company under Luxembourg law until such legal
reserve reaches 10% of the issued share capital of the
Company. Such amount allocated to the legal reserve shall be
EUR 23,619.21.
The Board of Directors proposes to the shareholders (i) to
distribute EUR 12,247,500.24 of the remaining profit by paying
a dividend in cash to the shareholders of EUR 0.27 per share,
which shall be due on 25 April 2014, and (ii) to carry forward
the remaining profit of EUR 1,001,346.53 to the fiscal year
ending on 31 December 2014.
6. Discharge of each of the persons that have acted
as director of the Company during the fiscal year ended on 31
December 2013, i.e. Bernhard Schneider, Ulrich Sauer, Martin
Kleinschmitt, Detlef Borghardt, Richard W. Muzzy, Samuel
Martin, Anja Kleyboldt and Martina Merz.
The Board of Directors proposes that the shareholders APPROVE
the discharge of each of the persons who have acted as
director during the fiscal year ended 31 December 2013 with
view to their mandate.
7. Discharge to the external auditor of the Company,
ERNST & YOUNG S.A., for and in connection with their mandate
carried out as external auditor pertaining to the fiscal year
ended 31 December 2013.
The Board of Directors proposes that the shareholders APPROVE
the discharge to ERNST & YOUNG S.A. for, and in connection
with, the audit of the fiscal year ended 31 December 2013.
8. Approval and renewal of mandates of members of the
Board of Directors and appointment to the Board of Directors.
The Board of Directors proposes to confirm the appointment and
co-optation of Martina Merz as member of the Board of
Directors as of 01 December 2013 until 24 April 2014 before
AGM.
The Board of Directors further proposes to appoint Martina
Merz as a member of the Board of Directors starting on 24
April 2014 after AGM until the date of the annual general
meeting that will resolve on the annual accounts for the
fiscal year ending on 31 December 2016.
The Board of Directors proposes to approve and renew the
mandate as director of the Company of Bernhard Schneider and
Samuel Martin, whose mandates terminate on the date of the
annual general meeting that will resolve on the annual
accounts for the fiscal year ending on 31 December 2014,
starting on 24 April 2014 after AGM until the date of the
annual general meeting that will resolve on the annual
accounts for the fiscal year ending on 31 December 2016.
The Board of Directors proposes to approve and renew the
mandate as director of the Company of Detlef Borghardt, whose
mandate terminates on 24 April 2014, starting on 24 April 2014
after AGM until the date of the annual general meeting that
will resolve on the annual accounts for the fiscal year ending
on 31 December 2016.
The Board of Directors proposes to approve and renew the
mandate as director of the Company of Anja Kleyboldt, whose
mandate started on 26 April 2012 and terminates on 24 April
2014, starting on 24 April 2014 after AGM until the date of
the annual general meeting that will resolve on the annual
accounts for the fiscal year ending on 31 December 2015.
Provided that the above proposals of the Board of Directors
are approved by the AGM, the Board of Directors will consist
of the following members starting on 24 April 2014 after AGM:
- Bernhard Schneider
- Richard W. Muzzy
- Samuel Martin
- Detlef Borghardt
- Anja Kleyboldt
- Martin Kleinschmitt
- Martina Merz
9. Renewal of the mandate of the external auditor of
the Company, ERNST & YOUNG S.A. until the annual general
meeting of the shareholders of the Company in respect of the
fiscal year ending on 31 December 2014.
The Board of Directors proposes that ERNST & YOUNG S.A. be
re-appointed as external auditors until the annual general
meeting of the shareholders of the Company in respect of the
fiscal year ending on 31 December 2014.
Quorum and majority requirements
There is no quorum of presence requirement for the AGM. The agenda
items are adopted by a simple majority of the voting rights duly
present or represented.
Share capital and voting rights
At the date of convening of the AGM, the Company's subscribed share
capital equals EUR 453,611.12 and it is divided into 45,361,112 shares
having a par value of EUR 0.01 each, all of which are fully paid up.
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
starting on the day of publication of this convening notice in the
Luxembourg official gazette Mémorial C and at the Company's registered
office in Luxembourg:
a) full text of any document to be made available by
the Company at the AGM including draft resolutions in relation
to above agenda points to be adopted at the AGM (i.e. inter
alia the annual report containing the 2013 annual financial
statements, the management reports and the auditor reports on
the statutory and consolidated accounts);
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 AGM ('Record Date'), i.e. on 09
April 2014 at 11:59 p.m. (CEST). 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
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March 24, 2014 10:11 ET (14:11 GMT)
