DGAP-HV: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 22.12.2015 in Luxembourg mit dem Ziel der
europaweiten Verbreitung gemäß §121 AktG
2015-11-20 / 15:08
SAF-HOLLAND S.A.
Société anonyme Siège social: 68-70, boulevard de la Pétrusse
L-2320 Luxembourg
Share Capital: EUR 453,611.12
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 an extraordinary general meetings of shareholders ('EGM I') shall be held
on Tuesday, 22 December 2015, at 10.30 a.m. (Central European Time, 'CET') 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 to be held on Thursday 14
January 2016, at 10.30 a.m. CET 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 resolution shall be APPROVED by the general meeting of shareholders:
1. Resolution that the remaining amount of the currently existing Authorised Share Capital I of the Company (EUR
164,949.63) is permitted to be used by the Board of Directors as follows.
An amount of up to EUR 45,361.11 representing 4,536,111 newly issued shares and being 10% of the currently issued
share capital of the Company ('Special Amount') may be issued by the Board of Directors without such issue being
subject to any preferential subscription rights of existing shareholders. In addition, the issue price for the newly
issued shares out of the Special Amount shall not be significantly lower than the stock exchange price of the
Company's shares already listed.
The remaining amount of the then still available Authorised Share Capital I being EUR 119,588.52 representing
11,958,852 newly issued shares ('Remaining Amount') may be issued by the Board of Directors only by respecting the
preferential subscription rights of existing shareholders.
Furthermore, it is resolved that the authorisation to use the Special Amount of the above-mentioned Authorised Share
Capital I shall be renewed and be valid for a period of five (5) years starting with the day of publication of this
EGM deed or the deed of any subsequent EGM, as applicable, in the official Luxembourg gazette Mémorial C.
The time period for the authorisation to use the Remaining Amount will not be altered and remains to run until and
including 25 July 2017.
Subsequently, article 5 of the Articles shall be amended to reflect above content.
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. The Company currently does
not hold treasury shares.
Quorum and majority requirements
The EGM I will be duly constituted if at least half (50%) of the issued 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.
Available information and documentation
The following information is available on the Company's website under
http://corporate.safholland.com/en/investoren/annual-general-meetings/2015.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 point 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 Tuesday 8 December 2015 at 11.59 p.m. CET ('Record Date'). The Attestation must be
dispatched by fax or e-mail 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
E-Mail: registration@hce.de
The attestation must be made in text form in German or English.
Attestations must be received by the Company (by fax or e-mail) at the latest on Wednesday 16 December 2015 at 11:59 p.m.
CET. 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. Proxies issued for the EGM I are not also valid for EGM II. In case EGM II is necessary new
proxies need to be provided by shareholders.
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 HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
E-Mail: registration@hce.de
http://corporate.safholland.com/en/investoren/annual-general-meetings/2015.html
Shareholders are kindly invited to fill in the proxy form the required details and to date, sign and return the proxy
form (including the Attestation) by e-mail or 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
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 Wednesday 16
December 2015 at 11:59 p.m. CET. 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/2015.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
E-Mail: registration@hce.de
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
E-Mail: registration@hce.de
or, alternatively, download the form from the Company's website at
http://corporate.safholland.com/en/investoren/annual-general-meetings/2015.html, and send the duly completed and signed
form (by e-mail or fax) to the above mentioned address so that it shall be received by the Company on Wednesday 16
December 2015 at 11:59 p.m. CET at the latest. 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 30 November 2015 at 11:59 p.m. CET to the
following e-mail address, fax number or mail address:
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
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 20 November 2015 by e-mail to (i) registered shareholders that were known by name
and e-mail address to the Company on 19 November 2015, (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
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 09:09 ET (14:09 GMT)
