DJ DGAP-HV: Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 14.02.2018 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 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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shall be amended in order to allow the supervisory board of the Company to appoint ordinary members of the Management Board for a period exceeding one year, namely up to three years. The other changes, namely in articles 5.2, 5.3, 10.6, 11.3, 15, 18.3 and 29.1, are only minor corrections of formal nature and amendments reflecting the new article references in the Luxembourg act on commercial companies dated 10 August 1915, as amended. If approved, the amendment of the Articles proposed here above shall be enacted by a Luxembourg notary in the course of the Meeting. All matters of the above agenda are ordinary matters, except for agenda item 12, 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 (agenda item 12) 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. No vote being necessary on agenda items 1 to 3, the agenda items 4 through 11 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 starting on the day of publication of this convening notice 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 2017 annual accounts, the management report and the supervisory board report and the auditor reports on the stand alone and consolidated accounts); b) this convening notice including the Annex; 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 31st January 2018 at 00:00 (CET). The Attestation must be dispatched by fax and the original by regular mail to: *STABILUS 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. Please send the Attestation to the Company (by fax) until 7th February 2018 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 Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: agm@linkmarketservices.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 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 7th February 2018 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 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 after following the registration process as mentioned above: *STABILUS 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 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 at the latest on 7th February 2018 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 or table draft resolutions for items included or to be included on the agenda of the MEETING by sending such requests at the latest on 22nd of January 2018 at 11:59 p.m. (CET) to the following e-mail address, fax number or mail address: *STABILUS 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 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, Link Market Services GmbH, by dialling +49 (0)89 210 27-222 (Mon. - Fri. 9 a.m. to 5 p.m. (CET)). Please take note of the _Annex_ to this convening notice. *Luxembourg, in January 2018* *STABILUS S.A.* _The Management Board_ _Annex_ _Annex to Convening Notice (Annual General Meeting 2018)_ *5.2 Share capital increase and share capital reduction* The share capital of the Company may be increased or reduced by a resolution adopted by the General Meeting in the manner required for amendment of the Articles, as provided for in Article 10. *5.3 Pre-emptive rights* In the case of an issuance of shares in consideration for a payment in cash or an issuance in consideration for a payment in cash of those instruments covered in article 420-27 of the law dated 10 August 1915 on commercial companies, as amended (the *Companies Act*), including, without limitation, convertible bonds that entitle their holders to subscribe for or to be allocated with shares, the shareholders shall have pro rata pre-emptive rights with respect to any such issuance in accordance with the Companies Act. *5.5 Authorisation for the Management Board to increase the share capital* *(b) Terms of the authorisation* The Management Board is authorised, during a period starting on the date of the publication in the RESA (_Recueil Electronique des Sociétés et Associations_) of the General Meeting approving the authorisation of the Management Board under this Article 5.5, and expiring on the fifth anniversary of such date (the
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