SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
23.03.2015 15:14
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service 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 2015
(the 'AGM')
will be held on 23 April 2015, at 11:00 a.m. (Central European Summer
Time,
'CEST') with the agenda below
at
Bonn & Schmitt, 22-24 Rives de Clausen, L-2165 Luxembourg
AGENDA FOR THE AGM
1. Presentation of the statutory management report
and consolidated management report for the fiscal year ended
31 December 2014.
The Board of Directors proposes that both management reports
in respect of the fiscal year ended 31 December 2014 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 2014.
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
2014 be APPROVED by the shareholders.
3. Approval of the statutory financial statements of
the Company for the fiscal year ended 31 December 2014.
The Board of Directors proposes that the statutory financial
statements of the Company for the fiscal year ended 31
December 2014 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 2014.
The Board of Directors proposes that the consolidated
financial statements of the Company and its group for the
fiscal year ended 31 December 2014 be APPROVED by the
shareholders.
5. Resolution concerning the allocation of the
results of the Company for the fiscal year ended 31 December
2014 and approval of distributions.
The profit for the 2014 financial year amounts to EUR
17,026,257.54. The Board of Directors proposes to the
shareholders (i) to distribute EUR 14,515,555.84 of the
remaining profit by paying a dividend in cash to the
shareholders of EUR 0.32 per share, which shall be due on 24
April 2015, and (ii) to carry forward the remaining profit of
EUR 2,510,701.70 to the fiscal year ending on 31 December
2015.
6. Discharge of each of the persons that have acted
as director of the Company during the fiscal year ended on 31
December 2014, i.e. Bernhard Schneider, 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 2014 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 2014.
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 2014.
8. 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 2015.
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 ended on 31 December 2015.
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 2014 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 08
April 2015 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 HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
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 16th April 2015 at 11:59 p.m. (CEST). Exercise of voting rights of
shares in connection with late Attestations will not be possible at
the AGM. 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 AGM in person may appoint a
proxyholder to attend the AGM 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 AGM.
Proxy forms are available under the following contact details:
SAF-HOLLAND S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
E-Mail: registration@hce.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 (including
the Attestation) by e-mail or fax and the original by mail to:
SAF-HOLLAND S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
E-Mail: registration@hce.de
The duly filled in and signed proxy form (by fax or e-mail) must be
received by the Company at the latest on the 16th April 2015 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 AGM.
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/investor/annual-general-meeting.html.
In addition, forms will be sent upon written request to the Company at
the following address:
SAF-HOLLAND S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
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 HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
or, alternatively, download the form from the Company's website at
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March 23, 2015 10:14 ET (14:14 GMT)
