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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DJ DGAP-HV: Stabilus S.A.: Bekanntmachung der -2-
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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*Period*), to increase the current share capital up to the amount of the authorised capital, in whole or in part from time to time, (i) by way of issuance of shares in consideration for a payment in cash, (ii) by way of issuance of shares in consideration for a payment in kind and (iii) by way of capitalisation of distributable profits and reserves, including share premium and capital surplus, with or without an issuance of new shares. The Management Board is authorised to determine the terms and conditions attaching to any subscription and issuance of shares pursuant to the authority granted under this Article 5.5, including by setting the time and place of the issue or the successive issues of shares, the issue price, with or without a share premium, and the terms and conditions of payment for the shares under any documents and agreements including, without limitation, convertible loans, option agreements or stock option plans. The Management Board is authorised to (i) during the Period, (a) issue convertible bonds, or any other convertible debt instruments, bonds carrying subscription rights or any other instruments entitling their holders to subscribe for or be allocated with shares, such as, without limitation, warrants (the Instruments), and (b) issue shares subject to and effective as of the exercise of the rights attached to the Instruments, until, with respect to both items (a) and (b), the amount of increased share capital that would be reached as a result of the exercise of the rights attached to the Instruments is equal to the authorised share capital, and (ii) issue shares pursuant to the exercise of the rights attached to the Instruments until the amount of increased share capital resulting from such issuance of shares is equal to the authorised share capital, at any time, whether or not during the Period; provided that the Instruments are issued during the Period. The shares to be issued following the exercise of the rights attached to the Instruments may be carried out by a payment in cash, a payment in kind or a capitalisation of distributable profits and reserves, including share premium and capital surplus. The Management Board is authorised to determine the terms and conditions of the Instruments, including the price, the interest rate, the exercise rate, conversion rate or the exchange rate, and the repayment conditions, and to issue such Instruments. *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 2017 (the *2017 AGM*). In accordance with article 9(3) of the Dematerialisation Law, all shares within the centralized management system operated by Clearstream Frankfurt that are already treated as de facto dematerialized financial instruments shall automatically be converted into Dematerialised Shares in accordance with the Dematerialisation Law three months after the publication of the 2017 AGM in the RESA (_Recueil Electronique des Sociétés et Associations_) (such three months period, the *Transitory Period*). The Company may exercise any rights under article 17 of the Dematerialisation Law for the purpose of identifying the holders of Dematerialised Shares. *10.3 Shareholders Rights Law* If and for so long as the shares of the Company are admitted to trading on a regulated market as defined in the markets in financial instruments law dated 31 July 2007, established or operating in a Member State of the European Union, the Company is subject to the provisions of the law on the exercise of certain rights of shareholders at general meetings of listed companies dated 24 May 2011 (the *Shareholders Rights Law*). The terms of this Article 10.3 shall be applicable if and for so long as the Company is subject to the Shareholders Right Law. (a) *Convening Notice* Convening notices for every General Meeting (the *Convening Notice*) shall be published at least thirty (30) days before the date of the General Meeting in: (i) The RESA (_Recueil Electronique des Sociétés et Associations_) and in a Luxembourg newspaper; and (ii) in such media which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis (the *EEA Publication*). In the event that the Presence Quorum is required to hold a General Meeting, If the Presence Quorum is not met on the date of the first convened General Meeting, another General Meeting may be convened by publishing the Convening Notice in the RESA (_Recueil Electronique des Sociétés et Associations_), a Luxembourg newspaper and the EEA Publication seventeen (17) days prior to the date of the reconvened meeting provided that (i) the first General Meeting was properly convened in accordance with the above provisions; and (ii) no new item has been added to the agenda. The Convening Notice shall indicate precisely the date and location of the General Meeting and its proposed agenda and contain any other information required under the Shareholders Right Act. The Convening Notice must be communicated on the date of publication of the Convening Notice to the registered shareholders, the members of the Management Board, the members of the Supervisory Board, and the independent auditor(s) (_réviseur(s) d'entreprises agréé(s)_) (the *Addressees*). This communication shall be sent by letter to the Addressees, unless the Addressees (or any one of them) have expressly and in writing agreed to receive communication by other means, in which case such Addressee(s) may receive the convening notice by such other means of communication. Where all the shares are in registered form and represent the entire share capital, the Convening Notice needs to be sent only by registered letters to the Addressees, unless the Addressees (or any one of them) have expressly and in writing agreed to receive communication by other means, in which case such Addressee(s) may receive the Convening Notice by such other means of communication. *10.6 Participation by proxy* A shareholder may act at any General Meeting by appointing another person, who need not be a shareholder, as its proxy in writing, subject to the applicable provisions of the Shareholders Right Law (if applicable). Copies of written proxies that are transmitted by telefax or e-mail may be accepted as evidence of such written proxies at a General Meeting. If and for so long as the Shareholders Rights Act is applicable, the proxies must be notified in writing to the Company in the form provided by the Company or any other form deemed acceptable by the Company, so that they are received at least six days before the General Meeting, duly completed and signed, along with or, as the case may be, followed by the evidence of shareholder status at the Record Date. *11.2 Minimum number of members of the Management Board and term of office* The Management Board must be composed of at least two members. The members of the Management Board shall be elected for a term of (i) four years for the member of the Management Board designated by the Supervisory Board as Chief Executive Officer, (ii) three years for the member of the Management Board designated by the Supervisory Board as Chief Financial Officer and (iii) up to three years for any other member of the Management Board. The members of the Management Board shall be eligible for re-appointment. *11.3 Permanent representative* Where a legal person is appointed as a member of the Management Board (the *Management Board Legal Entity*), the Management Board Legal Entity must designate a natural person as permanent representative (_représentant permanent_) who will represent the Management Board Legal Entity as a member of the Management Board in accordance with articles 442-4 of the Companies Act. *15. PRIOR CONSENT MATTERS* The Management Board must require the consent of the Supervisory Board for the following transactions and measures. Such consent will generally have to be obtained by the Management Board from the Supervisory Board in writing prior to the execution of the respective transaction or measure. However, in exceptional cases where the Management Board is required to act immediately in order to prevent a significant harm to the Company, the Management Board may execute such transactions and measures without the prior written consent of the Supervisory Board but must obtain the written consent of the Supervisory Board as soon as possible after the execution of such transaction or measure. The Supervisory Board may also release the Management Board in advance from obtaining its prior written consent for certain individual or general business transactions or measures. The Management Board shall procure that, with respect
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