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DGAP-News: Stabilus S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am
14.02.2018 in Luxembourg mit dem Ziel der europaweiten Verbreitung
gemäß §121 AktG
2018-01-12 / 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: B 151589
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 2018*
*deliberating on ordinary and extraordinary matters*
(the '*MEETING*') will be held on 14 February 2018, 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 2017.
2. Presentation of the report of the
supervisory board of the Company regarding
the stand alone annual accounts and the
consolidated financial statements of the
Company for the financial year ended 30
September 2017.
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 2017.
4. Approval of the stand-alone annual accounts
of the Company for the financial year ended
30 September 2017.
_The Management Board proposes that the
Meeting approves the stand-alone annual
accounts of the Company for the financial
year ended 30 September 2017._
5. Acknowledgement of the profit of the Company
made with respect to the financial year
ended 30 September 2017 and resolution
concerning the allocation of the results of
the Company for the financial year ended 30
September 2017.
_The Management Board proposes that the
MEETING acknowledges that the Company made a
profit with respect to the financial year
ended on 30 September 2017 in an aggregate
amount of EUR 29,859,755 (twenty nine
million eight hundred fifty-nine thousand
seven hundred fifty-five Euros) (the _
_Profit_ _)._
_The Management Board proposes that the
MEETING resolves to allocate 5% of the
Profit (i.e. an amount of EUR 1,492,988 (one
million four hundred ninety-two thousand
nine hundred eighty-eight Euros)) to the
legal reserve, in accordance with article
461-1 of the Luxembourg act on commercial
companies dated 10 August 1915, as amended._
The Management Board further proposes that
the MEETING resolves to approve the
distribution of a dividend in an amount of
EUR 0.80 (eighty Euro cents) per share
resulting in an aggregate dividend
distribution in an amount of EUR 19,760,000
(nineteen million seven hundred sixty
thousand Euros) out of the remaining profit
and to carry forward the resulting balance
of profits in an aggregate amount of EUR
8,606,767 (eight million six hundred six
thousand seven hundred sixty-seven Euros),
together with the profit carried forward
from the previous financial year in an
amount of EUR 173,778,169 (one hundred
seventy-three million seven hundred
seventy-eight thousand one hundred
sixty-nine 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 2017.
_The Management Board proposes that the
Meeting approves the consolidated financial
statements of the Company for the financial
year ended 30 September 2017._
7. Discharge (_quitus_) to each of the members
of the Management Board, 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 2017.
_The Management Board proposes that the
MEETING approves the discharge of each of
the members of the Management Board for the
performance of their duties as members of
the Management Board for and in connection
with the financial year ended 30 September
2017._
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 2017.
_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 of the
Company for and in connection with the
financial year ended 30 September 2017._
9. Renewal of the mandate of Dr. Stephan
Kessel, Dr. Joachim Rauhut and Dr.
Ralf-Michael Fuchs as members of the
supervisory board of the Company, each for a
term of office ending after the annual
general meeting of the shareholders of the
Company approving the annual accounts for
the financial year ending on 30 September
2022.
The Management Board proposes that the
MEETING approves the renewal of the mandates
of Dr. Stephan Kessel, Dr. Joachim Rauhut
and Dr. Ralf-Michael Fuchs as members of the
supervisory board of the Company, each for a
term of office ending after the annual
general meeting of the shareholders of the
Company approving the annual accounts for
the financial year ending on 30 September
2022.
10. Appointment of Dr. Dirk Linzmeier as member
of the supervisory board of the Company, for
a term of office ending after the annual
general meeting of the shareholders of the
Company approving the annual accounts for
the financial year ending on 30 September
2022.
_The Management Board proposes that the
MEETING appoints Dr. Dirk Linzmeier as
member of the supervisory board of the
Company, for a term of office ending after
the annual general meeting of the
shareholders of the Company approving the
annual accounts for the financial year
ending on 30 September 2022._
Comment: Udo Stark's office term as Chairman
of the Supervisory Board ends with the
MEETING. Given the completion of his 70th
birthday in 2017, Udo Stark has decided not
to be available for re-election. Assisted
through an executive search firm,
appropriate candidates for the Supervisory
Board have been identified. The results were
discussed among the Supervisory Board and
the Management Board of the Company,
resulting in the proposal to the MEETING to
appoint Dr. Dirk Linzmeier as a new Member
of the Supervisory Board.
11. 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 2018.
The Management Board proposes that the
MEETING renews 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,
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
2018.
12. Amendment of the articles of association of
the Company.
_The Management Board proposes that the
MEETING resolves to amend the articles of
association of the Company (the '_
_Articles_ _') according to the _ Annex ,
with regards to the following articles of
the present version of the Articles: article
5.2 Share capital increase and share capital
reduction, article 5.3 Pre-emptive rights,
article 5.5 (b) Terms of the authorization,
article 6.1 Form of the shares, article 10.3
(a) Convening Notice, article 10.6
Participation by proxy, article 11.2 Minimum
number of members of the Management Board
and term of office, article 11.3 Permanent
representative, article 15 Prior Consent
Matters, article 18.3 Permanent
representative, and article 29.1 Principles
regarding the dissolution and the
liquidation.
Comment: The proposed changes in relation to
articles 5.5 (b), 6.1 and 10.3 (a) are mere
formal modifications reflecting the fact
that the _Mémorial C, Recueil des Sociétés
et Associations_ no longer exists, so that
the reference to _Mémorial C_ shall be
eliminated and shall be replaced by the
correct term, _Recueil Electronique des
Sociétés et Associations_. Article 11.2
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January 12, 2018 09:05 ET (14:05 GMT)
