DJ DGAP-HV: SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 27.04.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Dow Jones hat von EQS/DGAP eine Zahlung für die Verbreitung dieser Pressemitteilung über sein Netzwerk erhalten.
DGAP-News: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 27.04.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 2017-03-28 / 15:00 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der EQS Group AG. 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 two general meetings of shareholders shall be held on the same day as follows: _Annual General Meeting 2017_ (the '*AGM*') will be held on 27 April 2017, at _8:30 _a.m. (Central European Summer Time, '*CEST*') with the agenda as set out under I. below Please note that the AGM will exceptionally be held at a different time than in the previous year and as mentioned in the articles of association of the Company due to organizational reasons and an _Extraordinary General Meeting of Shareholders_ (the '*EGM*') will be held on 27 April 2017, at 9:30 a.m. (CEST) with the agenda as set out under II. below Both AGM and EGM will be held at the offices of: GSK Luxembourg SA 44, Avenue John F. Kennedy 2nd floor L-1855 Luxembourg I. AGENDA FOR THE AGM 1. *Presentation of the statutory management report and consolidated management report for the fiscal year ended 31 December 2016.* _The Board of Directors proposes that both management reports in respect of the fiscal year ended 31 December 2016 be APPROVED by the shareholders_. 2. *Presentation of the reports by the auditor 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 2016.* _The Board of Directors proposes that the reports by the auditor in respect of both the statutory and the consolidated financial statements for the fiscal year ended 31 December 2016 be APPROVED by the shareholders._ 3. *Approval of the statutory financial statements of the Company for the fiscal year ended 31 December 2016.* _The Board of Directors proposes that the statutory financial statements of the Company for the fiscal year ended 31 December 2016 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 2016.* _The Board of Directors proposes that the consolidated financial statements of the Company and its group for the fiscal year ended 31 December 2016 be APPROVED by the shareholders._ 5. *Resolution concerning the allocation of the results of the Company for the fiscal year ended 31 December 2016 and approval of distributions.* The profit for the 2016 financial year amounts to EUR 19,958,352.70. The Board of Directors proposes to the shareholders to distribute EUR 19,958,889.28 of the profit by paying a dividend in cash to the shareholders of EUR 0.44 per share, and to use an amount of EUR 536.58 from profits brought forward from the previous financial year for dividend distribution. The aforementioned dividend distributions shall be due on April 28, 2017. 6. *Discharge of each of the persons that have acted as director of the Company during the fiscal year ended on 31 December 2016, i.e. Bernhard Schneider, Martina Merz, Samuel Martin, Detlef Borghardt, Martin Kleinschmitt, Anja Kleyboldt and Jack Gisinger.* _The Board of Directors proposes that the shareholders APPROVE the discharge of each of the persons who has acted as director during the fiscal year ended 31 December 2016 with view to their mandate._ 7. *Discharge to the external auditor of the Company, PricewaterhouseCoopers Société coopérative, for and in connection with their mandate carried out as external auditor pertaining to the fiscal year ended 31 December 2016.* _The Board of Directors proposes that the shareholders APPROVE the discharge to PricewaterhouseCoopers Société coopérative for, and in connection with, the audit of the fiscal year ended 31 December 2016._ 8. *Approval and renewal of the mandate of Mr. Detlef Borghardt as member of the Board of Directors.* The Board of Directors proposes to approve the renewal of the mandate as member of the Board of Directors of the Company of Detlef Borghardt, whose mandate terminates on the date of the AGM (as defined above), starting on 27 April 2017 after the AGM until the date of the annual general meeting that will resolve on the annual accounts for the fiscal year ending on 31 December 2019. 9. *Approval of the appointment of Mr. Jack Gisinger as new member of the Board of Directors.* The Board of Directors appointed Mr. Jack Gisinger as member of the Board of Directors by way of co-optation on 6 December 2016. It is proposed that this appointment shall be ratified by the AGM and Mr. Jack Gisinger appointment as member of the Board of Directors shall run until the date of the annual general meeting that will resolve on the annual accounts for the fiscal year ending on 31 December 2019. 10. *Approval and appointment of Mr. Carsten Reinhardt as new member of the Board of Directors.* _The Board of Directors proposes to appoint Carsten Reinhardt as member of the Board of Directors until the date of the annual general meeting that will resolve on the annual accounts for the fiscal year ending on 31 December 2019._ 11. *Acknowledgment of the resignation of Mr. Bernhard Schneider and Mr. Sam Martin as members of the Board of Directors.* _The Board of Directors acknowledges the resignation of Bernhard Schneider and Samuel Martin from their office as director of the Company with effect as of 27 April 2017 after the AGM._ _Provided that the above proposals 8. through 11 of the Board of Directors are approved by the AGM, the Board of Directors will consist of the following members starting on 27 April 2017:_ - _Detlef Borghardt_ - _Jack Gisinger_ - _Martin Kleinschmitt_ - _Anja Kleyboldt_ - _Martina Merz_ - _Carsten Reinhardt_ 12. *Renewal of the mandate of the external auditor of the Company, PricewaterhouseCoopers Société coopérative until the ordinary annual general meeting of the shareholders of the Company in respect of the fiscal year ending on 31 December 2017.* _The Board of Directors proposes that PricewaterhouseCoopers Société coopérative be re-appointed as external auditors until the ordinary annual general meeting of the shareholders of the Company in respect of the fiscal year ended on 31 December 2017._ *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 https://corporate.safholland.com/en/investor-relations/general-meeting/annual- general-meeting/2017 starting on the day of publication of this convening notice in the _Luxembourg official gazette RESA_ 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 2016 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; e) CVs of new members of the Board of Directors; and f) 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 13 April 2017 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 LINK Market Services GmbH 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 20 April 2017 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
(MORE TO FOLLOW) Dow Jones Newswires
March 28, 2017 09:01 ET (13:01 GMT)
DJ DGAP-HV: SAF-HOLLAND S.A.: Bekanntmachung der -2-
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 LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0)89 210 27-289 E-Mail: agm@linkmarketservices.de Website: https://corporate.safholland.com/en/investor-relations/general-meeting/annual- general-meeting/2017 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 LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0)89 210 27-289 E-Mail: agm@linkmarketservices.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 20 April 2017 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 https://corporate.safholland.com/en/investor-relations/general-meeting/annual- general-meeting/2017. In addition, forms will be sent upon written request to the Company at the following address: *SAF-HOLLAND S.A.* c/o LINK Market Services GmbH 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 LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27-289 or, alternatively, download the form from the Company's website at https://corporate.safholland.com/en/investor-relations/general-meeting/annual- general-meeting/2017 and send the duly completed and signed form to the above mentioned address so that it shall be received by the Company on the 20 April 2017 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 5 April 2017 at 11:59 p.m. (CEST) to the following e-mail address, fax number or mail address: *SAF-HOLLAND S.A.* c/o LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0)89 210 27-289 E-Mail: agm@linkmarketservices.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 28 March 2017, (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, LINK Market Services GmbH, 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 in Germany). *Luxembourg, in March 2017* SAF-HOLLAND S.A. The Board of Directors II. Agenda for the EGM *1. Renewal and use of the Authorised Share Capital I of the Company* _The Board of Directors proposes to renew the Remaining Amount (as defined in the articles of association of the Company,_ '_Articles_') of the Authorised Share Capital I of the Company with its current amount of EUR 119,588.52 consisting of 11,958,852 shares having a par value of EUR 0.01 each to be issued with or without issue share premium. The Board of Directors shall be empowered to use the Remaining Amount of the authorised share capital until and including the 5th anniversary of the date of publication of the notarial deed of this EGM or a subsequent 2nd extraordinary general meeting, as applicable, in the RESA and respective restatement of Article 5.3.6 of the Articles as follows: '_5.3.6_ _The time period for the authorisation to use the Remaining Amount shall end on the 5th anniversary of the date of extraordinary general meeting having last amended this article 5.3.6._' _Furthermore, the Board of Directors proposes that EUR 45,361.11 of the Remaining Amount shall be allocated to the Special Amount as to allow to issue additional 4,536,111 new shares (such amount being 10% of the issued share capital of the Company on 21 December 2015) without such issue being subject to any preferential subscription rights of existing shareholders (_'_New Special Amount_'_). For this New Special Amount the authorisation period as mentioned in Art. 5.3.6 above shall apply. As a result the total Special Amount is EUR 90,722.22 allowing the issue of 9,072,222 new shares without preferential subscription rights while the total Remaining Amount is EUR 74,227.41 allowing to issue 7,422,741 new shares by respecting preferential subscription rights of existing shareholders._ _Articles 5.3.3. and 5.3.4 shall hence be reworded as follows:_ _5.3.3_ Until and including 21 December 2015 the Board of Directors has used the Authorised Share Capital I so that the amount that may still be used for capital increases amounts to one hundred sixty-four thousand nine hundred forty-nine Euro and sixty-three cents (EUR 164,949.63). From such remaining amount, the Board of Directors shall be permitted to use up to EUR 90,722.22 for issuing 9,072,222 new shares (such amount being 20% of the issued share capital of the Company on 21 December 2015) without such issue being subject to any preferential subscription rights of existing shareholders ('_Special Amount_'_). 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._ _5.3.4_ _The remaining amount of the then still available Authorised Share Capital I being EUR 74,227.41 representing 7,422,741 newly issued shares (_'_Remaining Amount_'_) may be issued by the Board of Directors only by respecting the preferential subscription rights of existing shareholders._ _5.3.5_ Furthermore, the authorisation to use EUR 45,361.11 out of the Special Amount in the manner mentioned above shall be renewed and be valid for a period of five (5) years starting with the day of publication of the notarial deed pertaining to an extraordinary general meeting of shareholders of the Company signed on 22 December 2015 or the notarial deed of any subsequent extraordinary general meeting of shareholders, as applicable, in the official Luxembourg gazette RESA. Pertaining to the rest of the Special Amount amounting to EUR 45,361.11 the authorisation period as mentioned in Article 5.3.6 shall apply. *2. Renewal of Authorised Share Capital I of the Company (Alternative agenda point in relation to agenda point 1. above)* _In the case that Agenda Point 1 above is not adopted by the shareholders this Agenda Point 2 shall be proposed for approval to the General Meeting (for sake of clarity: in case Agenda point 1 is duly adopted than this Agenda point 2 will not be proposed for approval to the General Meeting but is redundant):_ _The Board of Directors proposes to renew the Remaining Amount (as defined in the articles of association of the Company,_ '_Articles_') of the Authorised Share Capital I of the Company with its current amount of EUR 119,588.52 consisting of 11,958,852 shares having a par value of EUR 0.01 each to be issued with or without issue share premium. The Board of Directors shall be
(MORE TO FOLLOW) Dow Jones Newswires
March 28, 2017 09:01 ET (13:01 GMT)
empowered to use the Remaining Amount of the authorised share capital until and including the 5th anniversary of the date of publication of the notarial deed of this EGM or a subsequent 2nd extraordinary general meeting, as applicable, in the RESA and respective restatement of Article 5.3.6 of the Articles as follows: '_5.3.6_ _The time period for the authorisation to use the Remaining Amount shall end on the 5th anniversary of the date of extraordinary general meeting having last amended this article 5.3.6._' *3. Renewal of the share buy-back programme of the Company* _The Board of Directors proposes:_ (i) _To renew the share buy-back programme (the_ '_Buy-Back_'_) having been approved by the shareholders during the extraordinary general meeting held on 26 April 2012. The buy-back programme shall be valid until and including the 5th anniversary of the date of publication of the notarial deed of this EGM or a subsequent 2nd extraordinary general meeting, as applicable, in the RESA approving the renewal of the buy-back programme._ (ii) _To authorize and delegate all necessary powers to the Board of Directors of the Company to acquire shares of the Company from the shareholders of the Company without cancellation of the acquired shares (the_ '_New Buy-Back_'_)._ (iii) _Determine the general conditions of the New Buy-Back being:_ a. _that the Board of Directors shall be empowered to buy-back shares of the Company in the maximum amount of 10% of the share capital of the Company existing at the date of the resolutions of the Board of Directors to buy-back shares of the Company;_ b. _that the Board of Directors shall be authorized to effect the Buy-Back for a period of time starting on the date of the EGM and ending on the calendar day before the fifth anniversary of the date of the EGM; and_ c. that in case of a Buy-Back (i) via the Frankfurt stock exchange, the consideration paid by the Company per share (excluding incidental purchase costs) may not exceed or fall below the purchase price of the Xetra trading system (or any other comparable successor system) as determined by the opening auction of the stock exchange trading day on which the offer is made by more than 10%, and (ii) via a public bid, the offered purchase price or the purchase price margin thresholds per share (excluding incidental purchase costs) may not exceed or fall below the average price of the closing prices of the Xetra trading system (or any other comparable successor system) on the three stock exchange trading days preceding the day on which the offer and the request to the public to make an offer, respectively, is publicly announced by more than 15%. d. _the Board of Directors is empowered to buy-back shares of the Company fully or partially, by one single transaction or several transactions, for one single purpose or for several purposes or by third parties on behalf, and in the interest of, the Company._ e. _the Board of Directors is empowered to buy-back the shares of the Company via the Frankfurt stock exchange or a public bid._ (iv) _To authorize the Board of Directors to take all measures and execute any formalities which may be necessary in relation to the above items and the New Buy-Back._ *4. Amendment of the requirements for the dismissal of Board Members* _The Board of Directors proposes to change the requirements for the dismissal of members of the Board of Directors and respectively to restate article 7.1 of the Articles as follows:_ '7.1 _The Company shall be managed by a Board of Directors to be composed of at least three (3) members. The directors of the Company may be shareholders or not. Directors may be dismissed at any time with or without cause at the sole discretion of the General Meeting requiring a decision by at least 2/3 of the existing voting rights issued by the Company._' _Quorum and majority requirements_ The EGM 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 require approval by at least 2/3 of the voting rights present or represented and duly expressed during the EGM. *Share capital and voting rights* At the date of convening of the EGM, 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. *Suppression and/or limitation of preferential subscription rights* In accordance with applicable Luxembourg law shareholders are hereby informed that the above agenda under II. includes the right to be granted to the Board of Directors of the Company to limit or suspend any and all existing preferential subscription rights of existing shareholders of the Company in case the Board of Directors makes use of the authorised share capital in the future. Details for justifying the granting of such rights will be provided at the EGM in the form as required under Luxembourg law. *Available information and documentation* The following information is available on the Company's website under https://corporate.safholland.com/en/investor-relations/events/annual-general-m eeting/extraordinary-general-meeting/2017 starting on the day of publication of this convening notice in the Luxembourg official gazette RESAand at the Company's registered office in Luxembourg: a) full text of any document to be made available by the Company at the EGM including draft resolutions in relation to above agenda points to be adopted at the EGM (i.e. inter aliathe amended draft articles of association); 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 EGM ('*Record Date*'), i.e. on 13 April 2017 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 LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49-89-210-27-289 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 20 April 2017 at 11:59 p.m. CEST. Exercise of voting rights of shares in connection with late Attestations will not be possible at the EGM. Upon receipt of the Attestation within the given deadline the Company will presume that such shareholder will attend and vote at the Meeting. *Proxy voting representatives* Shareholders not being able to attend the EGM in person may appoint a proxyholder to attend the EGM 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 EGM. Proxy forms are available under the following contact details: *SAF-HOLLAND S.A.* c/o LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49-89-210-27-289 E-Mail: agm@linkmarketservices.de Website:https://corporate.safholland.com/en/investor-relations/events/annual-g eneral-meeting/extraordinary-general-meeting/2017 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 LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49-89-210-27-289 E-Mail: agm@linkmarketservices.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 20 April 2017 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 EGM. 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 https://corporate.safholland.com/en/investor-relations/events/annual-general-m eeting/extraordinary-general-meeting/2017 . In addition, forms will be sent upon written request to the Company at the following address: *SAF-HOLLAND S.A.* c/o LINK Market Services GmbH 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 LINK Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0)89 210 27-289
(MORE TO FOLLOW) Dow Jones Newswires
March 28, 2017 09:01 ET (13:01 GMT)