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DGAP-News: Stabilus S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am
15.02.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung
gemäß §121 AktG
2017-01-12 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
STABILUS S.A.
Société anonyme Siège social: 2, rue Albert Borschette,
L-1246 Luxembourg R.C.S. Luxembourg: B0151589
Share Capital: EUR 247,000 Notice to all Shareholders
All shareholders of STABILUS S.A. (the '*Company*') are
hereby given notice by the management board of the
Company (the '*management board*') that the annual
general meeting of shareholders shall be held as
follows: *Annual General Meeting 2017*
*deliberating ordinary and extraordinary matters*
(the '*MEETING*') will be held on 15 February 2017, at
10:00 a.m. (Central European Time, '*CET*') with the
agenda below
at
Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981
Luxembourg AGENDA AND PROPOSED RESOLUTIONS FOR THE
MEETING
1. Presentation of the management report
regarding the stand alone annual accounts of
the Company and the consolidated financial
statements for the financial year ended 30
September 2016.
2. Presentation of the report of the
supervisory board regarding the stand alone
annual accounts and the consolidated
financial statements of the Company for the
financial year ended 30 September 2016.
3. Presentation of the reports of the
independent auditor (_cabinet de révision
agréé_) of the Company regarding the stand
alone annual accounts and the consolidated
financial statements of the Company for the
financial year ended 30 September 2016.
4. Approval of the stand alone annual accounts
of the Company for the financial year ended
30 September 2016.
_The management board proposes that the
stand alone annual accounts of the Company
for the financial year ended 30 September
2016 be approved by the MEETING._
5. Acknowledgement of the loss of the Company
made with respect to the financial year
ended 30 September 2016 and resolution
concerning the allocation of the results of
the Company for the financial year ended 30
September 2016.
The management board proposes that the
MEETING acknowledges that the Company made a
loss with respect to the financial year
ended on 30 September 2016 in an aggregate
amount of EUR 7,759,404 (seven million seven
hundred fifty-nine thousand four hundred
four Euros) and that the MEETING resolves to
set-off the loss against a corresponding
amount of profits carried forward from the
previous financial year, in an aggregate
amount of EUR 185,280,806 (one hundred
eighty-five million two hundred eighty
thousand eight hundred six Euros). As such,
a total amount of EUR 177,521,402 (one
hundred seventy-seven million five hundred
twenty-one thousand four hundred two Euros)
is available for distribution out of profits
carried forward.
Based on the above the management board
proposes that the MEETING approves the
distribution of a dividend in an amount of
EUR 0.50 (zero point fifty Euros) per share
resulting in an aggregate dividend
distribution in an amount of EUR 12,350,000
(twelve million three hundred fifty thousand
Euros) out of profits carried forward and to
carry forward the resulting balance of
profits in an aggregate amount of EUR
165,171,402 (one hundred sixty-five million
one hundred seventy-one thousand four
hundred two Euros), to the next financial
year.
_The dividend shall be payable within 3 days
as of the MEETING._
6. Approval of the consolidated financial
statements of the Company for the financial
year ended 30 September 2016.
_The management board proposes that the
consolidated financial statements of the
Company for the financial year ended 30
September 2016 be approved by the MEETING._
7. Discharge (_quitus_ ) to each of the members
of the management board of the Company,
consisting of Mr Dietmar Siemssen, Mr Mark
Wilhelms, Mr Andreas Sievers and Mr Andreas
Schröder for the performance of their duties
as members of the management board for, and
in connection with, the financial year ended
30 September 2016.
_The management board proposes that the
MEETING approves the discharge of each of
the members of the management board of the
Company for the performance of their duties
as members of the management board for, and
in connection with, the financial year ended
30 September 2016._
8. Discharge (_quitus_) to each of the members
of the supervisory board of the Company,
consisting of Mr Udo Stark, Dr. Stephan
Kessel, Dr. Joachim Rauhut and Dr.
Ralf-Michael Fuchs for the performance of
their duties as members of the supervisory
board for, and in connection with, the
financial year ended 30 September 2016.
_The management board proposes that the
MEETING approves the discharge of each of
the members of the supervisory board of the
Company for the performance of their duties
as members of the supervisory board for, and
in connection with, the financial year ended
30 September 2016._
9. Amendment of remuneration of supervisory
board members
_The management board proposes that the
MEETING resolves that the remuneration of
the members of the supervisory board shall
be amended according to _ _Annex 1_ _._
Comment: The proposal in Annex 1 results
from discussions with and suggestions of the
external advisor hkp group, an advisor
focused on compensation of management and
supervisory boards. Hkp group has compared
the remuneration of the supervisory board
members with the remuneration of supervisory
board members of peer group companies.
10. Renewal of the mandate of the independent
auditor (_cabinet de révision agréé_) of the
Company, KPMG Luxembourg, in relation to the
stand alone annual accounts and the
consolidated financial statements for the
financial year ending on 30 September 2017.
The management board proposes that the
mandate of KPMG Luxembourg, as independent
auditor (cabinet de révision agréé) of the
Company in relation to the stand alone
annual accounts and the consolidated
financial statements be renewed by the
MEETING for a term which will expire at the
end of the annual general meeting of the
shareholders of the Company called to
approve the stand alone annual accounts and
the consolidated financial statements for
the financial year ending on 30 September
2017.
11. Amendment of Articles of Association,
including change of share form
_The management board proposes that the
MEETING resolves to amend the Articles of
Association according to _ _Annex 2_ in
regard to the following articles of the
present version of the Articles of
Association: 2.1 Place and transfer of
registered office, 3.2 Dissolution, 6.1 Form
of the shares, 6.2 Share register and share
certificates, 6.5 Deposit, 7.1 Shares in
registered form, 7.2 Shares in bearer form,
7.3 Indirect Holders, 9. ANNUAL GENERAL
MEETING OF THE SHAREHOLDERS - OTHER MEETINGS
and 24.1 Procedure regarding a conflict of
interest.
Comment: The proposed amendments of the
Articles of Association have been
recommended by Allen & Overy lawyers in view
of certain legislative changes in
Luxembourg, in particular in relation with
the amendments of Luxembourg companies laws.
The respective memorandum of Allen & Overy
dated December 6, 2016 is published as Annex
3 to this notice on the Company's website
under www.ir.stabilus.com/agm. The
management board follows the argumentation
and consequently proposes to amend the
Articles of Association accordingly.
12. Miscellaneous.
All matters of the above agenda are ordinary matters,
except for agenda item 11 which is an extraordinary
matter. In that regard, we refer to the quorum and
voting requirements described in the following
paragraph.
*Quorum and majority requirements*
The amendment of the Articles of Association (agenda
item 11) being an extraordinary matter requires a
quorum of presence or representation of at least one
half of the share capital and the consent of two thirds
of the votes present or represented. Apart from this,
there is no quorum of presence requirement for the
MEETING. The agenda items 1 through 10 being ordinary
matters 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 MEETING, the Company's
subscribed share capital equals EUR 247.000 and it is
divided into 24,700,000 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 www.ir.stabilus.com/agm and at the
Company's registered office in Luxembourg:
a) full text of any document to be made
available by the Company at the MEETING
including draft resolutions in relation to
above agenda points to be adopted at the
MEETING (i.e. inter alia the annual report
containing the 2016 annual accounts, the
management report and the supervisory board
report and the auditor reports on the stand
(MORE TO FOLLOW) Dow Jones Newswires
January 12, 2017 09:05 ET (14:05 GMT)
