DJ DGAP-HV: SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 28.04.2016 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-HV: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 28.04.2016 in Luxembourg mit dem Ziel der
europaweiten Verbreitung gemäß §121 AktG
2016-03-24 / 15:11
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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 2016
(the 'AGM') will be held on 28 April 2016, at 11:00 a.m. (Central European Summer Time, 'CEST') with the agenda below
at
the offices of GSK Luxembourg, 44, Avenue John F. Kennedy, L-1855 Luxembourg AGENDA FOR THE AGM
1. Presentation of the statutory management report and consolidated management report for the fiscal year ended 31
December 2015.
The Board of Directors proposes that both management reports in respect of the fiscal year ended 31 December 2015 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 2015.
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 2015 be APPROVED by the shareholders.
3. Approval of the statutory financial statements of the Company for the fiscal year ended 31 December 2015.
The Board of Directors proposes that the statutory financial statements of the Company for the fiscal year ended 31
December 2015 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
2015.
The Board of Directors proposes that the consolidated financial statements of the Company and its group for the
fiscal year ended 31 December 2015 be APPROVED by the shareholders.
5. Resolution concerning the allocation of the results of the Company for the fiscal year ended 31 December 2015 and
approval of distributions.
The profit for the 2015 financial year amounts to EUR 18,700,317.72. The Board of Directors proposes to the
shareholders (i) to distribute EUR 18,144,444.80 of the remaining profit by paying a dividend in cash to the
shareholders of EUR 0.40 per share, which shall be due on 29 April 2016, and (ii) to carry forward the remaining
profit of EUR 555,872.92 to the fiscal year ending on 31 December 2016.
6. Discharge of each of the persons that have acted as director of the Company during the fiscal year ended on 31
December 2015, i.e. Bernhard Schneider, Martin Kleinschmitt, Detlef Borghardt, 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 2015 with view to their mandate.
7. 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 approve and renew the mandate as director of the Company of Anja Kleyboldt and
Martin Kleinschmitt, 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 2015, starting on 28 April 2016 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
2018 and to approve and extend the mandate as director of the Company of Martina Merz, whose mandate terminates on
the date of the annual general meeting that will resolve on the annual accounts for the fiscal year ending on 31
December 2016, starting on 28 April 2016 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 2018.
8. 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 2015.
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 2015.
9. Election of the external auditor of the Company until the annual general meeting of the shareholders of the Company
in respect of the fiscal year ending on 31 December 2016.
The Board of Directors proposes the election of PricewaterhouseCoopers Société coopérative, 2, rue Gerhard Mercator,
L-2182 Luxembourg, as external auditors ('Réviseur d'entreprises agréé') until the annual general meeting of the
shareholders of the Company in respect of the fiscal year ending on 31 December 2016.
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/investoren/annual-general-meetings/2016.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 2015 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 14 April 2016 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 21 April 2016 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://corporate.safholland.com/en/investoren/annual-general-meetings/2016.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 21 April
2016 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/investoren/annual-general-meetings/2016.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
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 10:11 ET (14:11 GMT)
http://corporate.safholland.com/en/investoren/annual-general-meetings/2016.html, and send the duly completed and signed
form to the above mentioned address so that it shall be received by the Company on the 21 April 2016 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.
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 AGM.
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 AGM by sending such requests at the latest until 6 April 2016 at 11:59 p.m. (CEST) 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 by e-mail to (i) registered shareholders that were known by name and address to the
Company on 24 March 2016, (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 the AGM.
For further information you may contact the service provider, HCE Haubrok AG, by dialling +49 (0)89 210 27-222 (Mon. -
Fri. 9 a.m. to 5 p.m. CEST, except on public holidays in Luxembourg as well as 25 March 2016 and 28 March 2016).
Luxembourg, in March 2016
SAF-HOLLAND S.A.
The Board of Directors
2016-03-24 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und
Pressemitteilungen.
Medienarchiv unter http://www.dgap-medientreff.de und http://www.dgap.de
Sprache: Deutsch
Unternehmen: SAF-HOLLAND S.A.
68-70, boulevard de la Pétrusse
2320 Luxembourg
Großherzogtum Luxemburg
E-Mail: christina.huettner@safholland.de
Internet: http://www.safholland.com
Ende der Mitteilung DGAP News-Service
448871 2016-03-24
(END) Dow Jones Newswires
March 24, 2016 10:11 ET (14:11 GMT)
