DJ DGAP-HV: SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 15.07.2014 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
13.06.2014 15:10
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
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 two extraordinary general meetings of
shareholders shall be held as follows:
An Extraordinary General Meeting of the Company
(the 'EGM I')
will be held on Tuesday 15 July 2014, at 10 a.m. (Central European
Summer Time, 'CEST') with the agenda as set out under I. below
at
the offices of Bonn & Schmitt, 22-24 Rives de Clausen, L-2165
Luxembourg
In case EGM I does not reach the necessary quorum as required under
Luxembourg law, a second Extraordinary General Meeting ('EGM II')
having the same agenda as the EGM I (as shown below) shall be convened
:
EGM II of the Company
will be held on Tuesday 5 August 2014, at 8.30 a.m. (Central European
Summer Time, 'CEST') with the agenda as set out under II. below
at
the offices of Bonn & Schmitt, 22-24 Rives de Clausen, L-2165
Luxembourg
I.
AGENDA FOR THE EGM I
The Board of Directors proposes that the following resolutions shall
be APPROVED by the shareholders:
1. Creation of a new authorised share capital (the
'Authorised
Share Capital II' or 'Bedingtes Kapital' (conditional
authorised share capital), which is independent from the
existing authorised share capital as determined in article 5.3
of the Articles and created on 4 June 2012 (the 'Authorised
Share Capital I'). The Authorised Share Capital II shall
amount to 20 percent of the existing share capital of the
Company, i.e. 20 percent of EUR 453,611.12, which is EUR
90,722.22 consisting of 9,072,222 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 II for the issuance of convertible
bonds and/or warrant-linked bonds. The Board of Directors
shall be empowered to use the Authorised Share Capital II
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 creation of the Authorised Share
Capital II. The Authorised Share Capital II shall also be used
in the case where a convertible bond or warrant-linked bond
has been issued within the 5th anniversary period but will be
converted after such anniversary period.
2. The Authorised Share Capital II shall not be
subject to any preferential subscription rights of existing
shareholders and may be used without granting preferential
subscription rights.
3. Approval that the Authorised Share Capital I of EUR
206,187 as determined in article 5.3 of the Articles shall be
used by the Board of Directors as follows:
In each of the financial years 2014, 2015 and
2016 the Board of Directors is authorised to implement one
or more capital increases by issuing new shares to be paid
up in cash without granting preferential subscription rights
to existing shareholders provided:
(i) the issue price for the newly issued shares is
not significantly lower than the stock exchange price of
the Company's shares already listed; and
(ii) the proportionate amount of the share capital
attributable to such newly issued shares does not exceed
EUR 45,361.11 (i.e. ten percent of the issued share
capital existing as of the date of the extraordinary
general meeting of shareholders approving this agenda
point) in each financial year 2014, 2015 and 2016.
4. Amendment of article 5 of the Articles in order to
reflect above agenda points.
Quorum and majority requirements
The EGM I will be duly constituted if at least half of the share
capital of the Company is present or represented. The items on the
agenda of the EGM I require approval by at least 2/3 of the voting
rights present or represented and duly expressed during the EGM I.
Share capital and voting rights
At the date of convening of the EGM I, 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/investoren/annual-general-meetings/2014.html
and at the Company's registered office in Luxembourg starting on the
day of publication of this convening notice:
a) full text of any document to be made available by
the Company at the EGM I including draft resolutions in
relation to above agenda points to be adopted at the EGM I;
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 at
least 14 calendar days before the date of the EGM I being determined
as Monday 30 June 2014 at 11:59 p.m. (CEST) ('Record Date'). 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 (0)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
Wednesday 9 July 2014 at 11:59 p.m. (CEST). Exercise of voting rights
of shares in connection with late Attestations will not be possible at
the EGM I. Upon receipt of the Attestation within the given deadline
the Company will presume that such shareholder will attend and vote at
the Meeting by issuing the admission ticket.
Proxy voting representatives
Shareholders not being able to attend the EGM I in person may appoint
a proxyholder to attend the EGM I 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 EGM I.
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 (0)89 210 27-298
E-Mail: registration@haubrok-ce.de
Website:
http://corporate.safholland.com/en/investoren/annual-general-meetings/2014.html
In such proxy form shareholders are kindly invited to fill in the
required details, to date, sign and return the proxy form (including
the Attestation) 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 (0)89 210 27-298
E-Mail: registration@haubrok-ce.de
The duly filled in and signed proxy form (by fax or e-mail) must be
received by the Company at the latest on Wednesday 9 July 2014 at
11:59 p.m. (CEST). Exercise of voting rights of shares in connection
with duly filled in and signed proxy forms received after such date
will not be possible at the EGM I.
Shareholders who will receive their admission tickets by mail will
receive a form for proxy voting. Forms for proxy voting can also be
downloaded on the Company's website at
http://corporate.safholland.com/en/investoren/annual-general-meetings/2014.html.
In addition, forms will be sent upon written request to the Company at
the following address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-298
Vote by correspondence
Shareholders who wish to vote by correspondence must request a form
for voting by correspondence from the Company at the following
address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-298
or, alternatively, download the form from the Company's website at
http://corporate.safholland.com/en/investoren/annual-general-meetings/2014.html,
and send the duly completed and signed form to the above mentioned
(MORE TO FOLLOW) Dow Jones Newswires
June 13, 2014 09:10 ET (13:10 GMT)
DJ DGAP-HV: SAF-HOLLAND S.A.: Bekanntmachung der -2-
address so that it shall be received by the Company on Wednesday 9
July 2014 at 11:59 p.m. (CEST). Exercise of voting rights of shares in
connection with duly filled in and signed proxy forms received after
such date will not be possible at the EGM I.
Additional important information for shareholders
Shareholders are hereby informed that exercise of voting rights is
exclusively reserved to such persons that were shareholders on the
Record Date (or their duly appointed proxyholders). Transfer of shares
after the Record Date is possible subject to usual transfer
limitations, as applicable. However, any transferee having become
owner of the shares after the Record Date has no right to vote at the
EGM I.
One or more shareholder(s) representing at least 5% of the Company's
share capital may request the addition of items to the agenda of the
EGM I by sending such requests at the latest until the Monday 23 June
2014 at 11:59 p.m. (CEST) to the following e-mail address, fax number
or mail address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-298
E-Mail: registration@haubrok-ce.de
Such request will only be accepted by the Company provided it includes
(i) the wording of the agenda point, (ii) the wording of a proposed
resolution pertaining to such agenda point, and (iii) an e-mail
address and a postal address to which the Company may correspond and
confirm receipt of the request.
This convening notice was dispatched on 13 June 2014 by regular mail
to (i) registered shareholders that were known by name and address to
the Company on 12 June 2014, (ii) the members of the Board of
Directors of the Company and (iii) the auditor of the Company.
Subject to compliance with the threshold notification obligations
provided for by the Luxembourg law of 11 January 2008 on transparency
requirements for issuers of securities, there is no limit to the
maximum number of votes that may be exercised by the same person,
whether in its own name or by proxy.
The results of the vote will be published on the Company's website
within 15 days following EGM I, if any.
For further information you may contact the service provider, Haubrok
Corporate Events GmbH, by dialling +49 (0)89 210 27-222 (Mon. - Fri. 9
a.m. to 5 p.m. CEST).
II.
AGENDA FOR THE EGM II
The Agenda for the EGM II is the same than for the EGM I.
Quorum and majority requirements
There is no quorum of presence requirement for the EGM II. The items
on the agenda of the EGM II require approval by at least 2/3 of the
voting rights present or represented and duly expressed during the
EGM.
Share capital and voting rights
At the date of convening of the EGM II, 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/investoren/annual-general-meetings/2014.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 EGM II including draft resolutions in
relation to above agenda points to be adopted at the EGM II;
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 at
least 14 calendar days before the date of the EGM II being determined
as Tuesday 22 July 2014 at 11:59 p.m. (CEST) ('Record Date II'). 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 (0)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
Wednesday 30 July 2014 at 11:59 p.m. (CEST). Exercise of voting rights
of shares in connection with late Attestations will not be possible at
the EGM II. Upon receipt of the Attestation within the given deadline
the Company will presume that such shareholder will attend and vote at
the Meeting by issuing the admission ticket.
Proxy voting representatives
Shareholders not being able to attend the EGM II in person may appoint
a proxyholder to attend the EGM II 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 EGM II.
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 (0)89 210 27-298
E-Mail: registration@haubrok-ce.de
Website:
http://corporate.safholland.com/en/investoren/annual-general-meetings/2014.html
In such proxy form shareholders are kindly invited to fill in the
required details, to date, sign and return the proxy form (including
the Attestation) 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 (0)89 210 27-298
E-Mail: registration@haubrok-ce.de
The duly filled in and signed proxy form (by fax or e-mail) must be
received by the Company at the latest on Wednesday 30 July 2014 at
11:59 p.m. (CEST). Exercise of voting rights of shares in connection
with duly filled in and signed proxy forms received after such date
will not be possible at the EGM II.
Shareholders who will receive their admission tickets by mail will
receive a form for proxy voting. Forms for proxy voting can also be
downloaded on the Company's website at
http://corporate.safholland.com/en/investoren/annual-general-meetings/2014.html.
In addition, forms will be sent upon written request to the Company at
the following address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-298
Vote by correspondence
Shareholders who wish to vote by correspondence must request a form
for voting by correspondence from the Company at the following
address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-298
or, alternatively, download the form from the Company's website at
http://corporate.safholland.com/en/investoren/annual-general-meetings/2014.html,
and send the duly completed and signed form to the above mentioned
address so that it shall be received by the Company on Wednesday 30
July 2014 at 11:59 p.m. (CEST). Exercise of voting rights of shares in
connection with duly filled in and signed proxy forms received after
such date will not be possible at the EGM II.
Additional important information for shareholders
Shareholders are hereby informed that exercise of voting rights is
exclusively reserved to such persons that were shareholders on the
Record Date II (or their duly appointed proxyholders). Transfer of
shares after the Record Date II is possible subject to usual transfer
limitations, as applicable. However, any transferee having become
owner of the shares after the Record Date II has no right to vote at
the EGM II.
One or more shareholder(s) representing at least 5% of the Company's
share capital may request the addition of items to the agenda of the
EGM II by sending such requests at the latest until Monday 14 July
2014 at 11:59 p.m. (CEST) to the following e-mail address, fax number
or mail address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-298
E-Mail: registration@haubrok-ce.de
Such request will only be accepted by the Company provided it includes
(i) the wording of the agenda point, (ii) the wording of a proposed
resolution pertaining to such agenda point, and (iii) an e-mail
address and a postal address to which the Company may correspond and
confirm receipt of the request.
This convening notice was dispatched on 13 June 2014 by regular mail
to (i) registered shareholders that were known by name and address to
the Company on 12 June 2014, (ii) the members of the Board of
Directors of the Company and (iii) the auditor of the Company.
Subject to compliance with the threshold notification obligations
provided for by the Luxembourg law of 11 January 2008 on transparency
requirements for issuers of securities, there is no limit to the
maximum number of votes that may be exercised by the same person,
whether in its own name or by proxy.
(MORE TO FOLLOW) Dow Jones Newswires
June 13, 2014 09:10 ET (13:10 GMT)
The results of the vote will be published on the Company's website
within 15 days following the EGM II.
For further information you may contact the service provider, Haubrok
Corporate Events GmbH, by dialling +49 (0)89 210 27-222 (Mon. - Fri. 9
a.m. to 5 p.m. CEST).
Luxembourg, in June 2014
SAF-HOLLAND S.A.
The Board of Directors
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Sprache: Deutsch
Unternehmen: SAF-HOLLAND S.A.
68-70, boulevard de la Pétrusse
2320 Luxembourg
Großherzogtum Luxemburg
E-Mail: Claudia.Hoellen@safholland.de
Internet: http://safholland.com
Ende der Mitteilung DGAP News-Service
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(END) Dow Jones Newswires
June 13, 2014 09:10 ET (13:10 GMT)
