DGAP-HV: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung
am 26.04.2012 in Luxembourg mit dem Ziel der europaweiten Verbreitung
gemäß §121 AktG
23.03.2012 / 15:10
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SAF-HOLLAND S.A.
Société anonyme
Siège social: 68-70, boulevard de la Pétrusse
L-2320 Luxembourg
R.C.S. Luxembourg: B 113.090
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 2012
(the 'AGM')
to be held on 26 April 2012 at 11:00 a.m. (Central European Summer
Time, 'CEST') with the agenda as set out under I. below
at
Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg
and an
Extraordinary General Meeting
(the 'EGM')
to be held on 26 April 2012 at 1:30 p.m. (CEST) with the agenda as set
out under II. below
at
Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg
I.
AGENDA FOR THE AGM
1. Presentation of the statutory management report
and consolidated management report for the fiscal year ended
31 December 2011.
The Board of Directors proposes that both management reports
in respect of the fiscal year ended 31 December 2011 be
APPROVED by the shareholders.
2. Presentation of the reports by the auditors 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 2011.
The Board of Directors proposes that the reports by the
auditors in respect of both the statutory and the consolidated
financial statements for the fiscal year ended 31 December
2011 be APPROVED by the shareholders.
3. Approval of the statutory financial statements of
the Company for the fiscal year ended 31 December 2011.
The Board of Directors proposes that the statutory financial
statements of the Company for the fiscal year ended 31
December 2011 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 2011.
The Board of Directors proposes that the consolidated
financial statements of the Company and its group for the
fiscal year ended 31 December 2011 be APPROVED by the
shareholders.
5. Resolution concerning the allocation of the
results of the Company for the fiscal year ended 31 December
2011 and approval of distributions.
The profit for the 2011 financial year amounts to EUR
20,784.-.
The Board of Directors recommends not paying a dividend to
shareholders with view to the above-mentioned profit.
As legally required, an amount equal to 5% of the net profits
of the Company, equal to EUR 1,039.- shall be allocated to the
legal reserve of the Company under Luxembourg law until such
legal reserve reaches 10% of the issued share capital of the
Company.
Additionally, the Board of Directors proposes to the
shareholders to allocate (i) EUR 19,745.- of the remaining
profit of the 2011 financial year and (ii) EUR 184,005.- of
the results brought forward to a special reserve in accordance
with applicable Luxembourg laws to reduce the exposure of the
Company to Luxembourg net worth tax.
6. Discharge of each of the persons that have acted
as director of the Company during the fiscal year ended on 31
December 2011, i.e. Rudi Ludwig, Richard W. Muzzy, Bernhard
Schneider, Gerhard Rieck, Ulrich Sauer, Samuel Martin and
Detlef Borghardt.
The Board of Directors proposes that the shareholders APPROVE
the discharge of each of the persons who have acted as
director during the fiscal year ended 31 December 2011 with
view to their mandate.
7. Discharge to the external auditor of the Company,
ERNST & YOUNG S.A., for, and in connection with, their mandate
carried out as external auditor pertaining to the fiscal year
ended 31 December 2011.
The Board of Directors proposes that the shareholders APPROVE
the discharge to Ernst & Young S.A. for, and in connection
with, the audit of the fiscal year ended 31 December 2011.
8. Approval and renewal of mandate of members of the
Board of Directors and appointment to the Board of Directors.
The Board of Directors proposes to approve and renew the
mandate as director of the Company of Detlef Borghardt, whose
mandate started on 1 October 2011 and terminates on 26 April
2012, until the date of the annual general meeting that will
resolve on the annual accounts for the fiscal year ending on
31 December 2013.
The Board of Directors proposes to appoint Anja Kleyboldt as a
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 2014. The Board of
Directors acknowledges the resignation of Gerhard Rieck and
Rudi Ludwig from their office as director of the Company with
effect as of 27 April 2011 and 30 September 2011 respectively.
Provided that the above proposals of the Board of Directors
are approved by the shareholders, the Board of Directors will
consist of the following members starting on 26 April 2012:
- Bernhard Schneider
- Ulrich O. Sauer
- Richard W. Muzzy
- Samuel Martin
- Detlef Borghardt
- Anja Kleyboldt
9. Renewal of the mandate of the external auditor of
the Company, ERNST & YOUNG S.A. until the ordinary annual
general meeting of the shareholders of the Company in respect
of the fiscal year ending on 31 December 2012.
The Board of Directors proposes that ERNST & YOUNG S.A. be
re-appointed as external auditor until the ordinary annual
general meeting of the shareholders of the Company in respect
of the fiscal year ended on 31 December 2012.
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 412,373.75 and it is divided into 41,237,375 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
http://corporate.safholland.com/en/investor/annual-general-meeting.html
starting on the day of publication of this convening notice in the
Luxembourg official gazette Mémorial C 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 2011
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; 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 AGM ('Record Date'), i.e. on 11
April 2012. The Attestation must be dispatched by fax and the original
by regular mail to:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-298
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 19 April 2012 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 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 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
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2012 10:11 ET (14:11 GMT)
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