DJ DGAP-HV: Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 15.02.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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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
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alone and consolidated accounts);
b) this convening notice including Annex 1,
Annex 2 and Annex 3;
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 shall, on or before the Record Date, as
defined below, indicate to the Company their intention
to participate at the MEETING. 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
MEETING ('*Record Date*'), i.e. on 1st February 2017 at
00:00 (CET). The Attestation must be dispatched by fax
and the original by regular mail to:
*STABILUS 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 8th February 2017 at 11:59 p.m.
(CET). 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 MEETING in
person may appoint a proxyholder to attend the MEETING
on their behalf. The attendance and registrations
procedure is exactly the same as for shareholders
participating personally as mentioned above.
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 MEETING.
Proxy forms are available under the following contact
details:
*STABILUS 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: www.ir.stabilus.com/agm
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:
*STABILUS 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 8th February 2017 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 MEETING.
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 www.ir.stabilus.com/agm. In addition, forms
will be sent upon written request to the Company at the
following address:
*STABILUS 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 after following the
registration process as mentioned above:
*STABILUS 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 www.ir.stabilus.com/agm, and send the duly
completed and signed form to the above mentioned
address so that it shall be received by the Company on
the 8th February 2017 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 MEETING.
*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 MEETING.
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 MEETING by sending such
requests at the latest until the 24th of January 2017
at 11:59 p.m. (CET) to the following e-mail address,
fax number or mail address:
*STABILUS 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 or a justification, 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 regular mail
or, if agreed with the respective addressee, by email
to (i) the members of the management board of the
Company, (ii) the members of the supervisory board 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 MEETING.
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. (CET)).
Luxembourg, in January 2017
*STABILUS S.A.*
_The Management Board_
_ANNEX 1_ *to Convening Notice (Annual
General Meeting 2017)*
_Supervisory Board Remuneration_
_Ordinary _EUR 50.000_
supervisory
board member_
_Chairman of _2 times
supervisory remuneration of
board_ ordinary
member_
_Deputy Chairman _1.5 times
of supervisory remuneration of
board_ ordinary
member_
_Audit Committee Remuneration_
_Ordinary audit _EUR 15.000_
committee
member_
_Chairman of _EUR 30.000_
audit committee_
_Remuneration Committee Remuneration_
_Ordinary _EUR 10.000_
remuneration
committee
member_
_Chairman of _EUR 20.000_
remuneration
committee_
_Meeting Fee_
_EUR 1.500 for each meeting incl.
participation by phone and conference calls;
max., however, one meeting fee per day._
_Reimbursement of expenses_
_The Company reimburses the members of the
supervisory board their expenses related to
the supervisory board mandate._
_D&O insurance_
_The Company shall provide D&O insurance
coverage for the members of the supervisory
board with a deductible of 10 %, maximum 1.5
times of the yearly remuneration for the
respective member of the supervisory board._
_Validity_
_All remuneration amounts above apply for
every full financial year, beginning with the
financial year commencing on October 1,
2016._
_ANNEX 2_ *to Convening Notice (Annual
General Meeting 2017)*
*'2.1* *Place and transfer of the registered
office*
The registered office of the Company is
established in Luxembourg. It may be
transferred within such municipality or
to any other place in the Grand Duchy of
Luxembourg by a resolution of the
management board of the Company (the
*Management Board*) who will then be
authorised to amend the Articles to
reflect the completion of the transfer.'
*'3.2* *Dissolution*
The Company may be dissolved, at any
time, by a resolution of the general
meeting of shareholders (the *General
Meeting*) adopted in the manner provided
for in Article 10 with respect to the
amendments of the Articles.'
*'6.* *SHARES*
*6.1* *Form of the shares*
The shares of the Company are
dematerialised shares (*Dematerialised
Shares*) in accordance with the
Luxembourg law on dematerialised shares
dated 6 April 2013 (the
*Dematerialisation Law*). All future
shares to be issued by the Company shall
be in dematerialised form and the
optional conversion of shares to any
other form by the holder of such shares
is prohibited.
All dematerialised shares shall be
registered via the single settlement
organisation (_organisme de liquidation_)
appointed by the Company, as it may be
changed from time to time (the
*Settlement Organisation*). The
dematerialised shares are only
represented, and the ownership of such
shares is only established by a record in
the name of the shareholder in the
securities account. The Settlement
Organisation may issue or request the
Company to issue certificates relating to
dematerialised shares for the purpose of
international circulation of securities.
The decision to proceed with the
mandatory conversion of all existing
shares of the Company, represented at
such time by a global bearer share, was
taken at the annual general shareholders'
meeting of the Company dated 15 February
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