DJ DGAP-HV: Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 13.02.2019 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
13.02.2019 in Luxembourg mit dem Ziel der europaweiten Verbreitung
gemäß §121 AktG
2019-01-09 / 15:02
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber 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 2019*
*deliberating on ordinary and extraordinary matters*
(the '*MEETING*') will be held on 13 February 2019, at
10:00 a.m. (Central European Time, '*CET*') with the
agenda below
at
Novotel Luxembourg Kirchberg, 6, rue du Fort
Niedergrünewald, L-2226 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 2018.
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 2018.
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 2018.
4. Approval of the stand-alone annual accounts
of the Company for the financial year ended
30 September 2018.
_The Management Board proposes that the
MEETING approves the stand-alone annual
accounts of the Company for the financial
year ended 30 September 2018._
5. Acknowledgement of the profit of the Company
made with respect to the financial year
ended 30 September 2018 and resolution
concerning the allocation of the results of
the Company for the financial year ended 30
September 2018.
_The Management Board proposes that the
MEETING acknowledges that the Company made a
profit with respect to the financial year
ended on 30 September 2018 in an aggregate
amount of EUR 1,666,663.72 (one million six
hundred sixty-six thousand six hundred
sixty-three Euros and seventy-two cents)
(the _ _Profit_ _)._
_The Management Board proposes that the
MEETING resolves to allocate 5% of the
Profit (i.e. an amount of EUR 83,333.19
(eighty-three thousand three hundred
thirty-three Euros and nineteen cents)) to
the legal reserve, in accordance with
article 461-1 of the Luxembourg act on
commercial companies dated 10 August 1915,
as amended (the _ _Companies Act_ _)._
The Management Board further proposes that
the MEETING resolves to approve the
distribution of a dividend in an amount of
EUR 1 (one Euro) per share resulting in an
aggregate dividend distribution in an amount
of EUR 24,700,000 (twenty-four million seven
hundred thousand Euros) out of (i) the
remaining profit which amounts to EUR
1,583,330.53 (one million five hundred
eighty-three thousand three hundred thirty
Euros and fifty-three cents) and (ii) the
profits carried forward in an amount of EUR
23,116,669.47 (twenty-three million one
hundred sixteen thousand six hundred
sixty-nine Euros and forty-seven cents) and
to carry forward the resulting balance of
profits in an aggregate amount of EUR
150,661,499.24 (one hundred fifty million
six hundred sixty-one thousand four hundred
ninety-nine Euros and twenty-four cents), 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 2018.
_The Management Board proposes that the
MEETING approves the consolidated financial
statements of the Company for the financial
year ended 30 September 2018._
7. Discharge (_quitus_) to Mr Dietmar Siemssen,
as member of the Management Board, for the
performance of his duties as member of the
Management Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Mr Dietmar
Siemssen, as member of the Management Board,
for the performance of his duties as member
of the Management Board for and in
connection with the financial year ended 30
September 2018._
8. Discharge (_quitus_) to Mr Mark Wilhelms, as
member of the Management Board, for the
performance of his duties as member of the
Management Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Mr Mark
Wilhelms, as member of the Management Board,
for the performance of his duties as member
of the Management Board for and in
connection with the financial year ended 30
September 2018._
9. Discharge (_quitus_) to Mr Andreas Sievers,
as member of the Management Board, for the
performance of his duties as member of the
Management Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Mr Andreas
Sievers, as member of the Management Board,
for the performance of his duties as member
of the Management Board for and in
connection with the financial year ended 30
September 2018._
10. Discharge (_quitus_) to Mr Andreas Schröder,
as member of the Management Board, for the
performance of his duties as member of the
Management Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Mr Andreas
Schröder, as member of the Management Board,
for the performance of his duties as member
of the Management Board for and in
connection with the financial year ended 30
September 2018._
11. Discharge (_quitus_) to Dr Stephan Kessel,
as member of the Management Board, for the
performance of his duties as member of the
Management Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Dr Stephan
Kessel, as member of the Management Board,
for the performance of his duties as member
of the Management Board for and in
connection with the financial year ended 30
September 2018._
12. Discharge (_quitus_) to Mr Markus Schädlich,
as member of the Management Board, for the
performance of his duties as member of the
Management Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Mr Markus
Schädlich, as member of the Management
Board, for the performance of his duties as
member of the Management Board for and in
connection with the financial year ended 30
September 2018._
13. Discharge (_quitus_) to Mr Udo Stark, as
member of the supervisory board of the
Company, for the performance of his duties
as member of the supervisory board for and
in connection with the financial year ended
30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Mr Udo
Stark, as member of the supervisory board of
the Company (the _ _Supervisory Board_ _),
for the performance of his duties as member
of the Supervisory Board for and in
connection with the financial year ended 30
September 2018._
14. Discharge (_quitus_) to Dr Stephan Kessel,
as member of the Supervisory Board, for the
performance of his duties as member of the
Supervisory Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Dr Stephan
Kessel, as member of the Supervisory Board,
for the performance of his duties as member
of the Supervisory Board for and in
connection with the financial year ended 30
September 2018._
15. Discharge (_quitus_) to Dr Joachim Rauhut,
as member of the Supervisory Board, for the
performance of his duties as member of the
Supervisory Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Dr Joachim
Rauhut, as member of the Supervisory Board,
for the performance of his duties as member
of the Supervisory Board for and in
connection with the financial year ended 30
September 2018._
16. Discharge (_quitus_) to Dr Ralf-Michael
Fuchs, as member of the Supervisory Board,
for the performance of his duties as member
of the Supervisory Board for and in
connection with the financial year ended 30
September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Dr
Ralf-Michael Fuchs, as member of the
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Supervisory Board, for the performance of
his duties as member of the Supervisory
Board for and in connection with the
financial year ended 30 September 2018._
17. Discharge (_quitus_) to Dr Dirk Linzmeier,
as member of the Supervisory Board, for the
performance of his duties as member of the
Supervisory Board for and in connection with
the financial year ended 30 September 2018.
_The Management Board proposes that the
MEETING approves the discharge of Dr Dirk
Linzmeier, as member of the Supervisory
Board, for the performance of his duties as
member of the Supervisory Board for and in
connection with the financial year ended 30
September 2018._
18. Confirmation and appointment of Mr Udo Stark
as member of the Supervisory Board.
The Management Board proposes that the
MEETING (i) confirms the appointment by
co-optation of Mr Udo Stark as member of the
Supervisory Board with effect as of 1 August
2018, (ii) appoints Mr Udo Stark as member
of the Supervisory Board 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 2023.
Comment: Following the departure of the
previous CEO of the Company, Mr Stephan
Kessel, then member of the Supervisory
Board, was appointed as member of the
Management Board and interim CEO by the
Supervisory Board, and his mandate as member
of the Supervisory Board was consequently
suspended. Mr Udo Stark was appointed by way
of co-optation as temporary member of the
Supervisory Board, and shall continue to
occupy this position until a new CEO is
found, which is due to occur in the coming
months.
19. Renewal of the mandate of the independent
auditor (_cabinet de révision agréé_) of the
Company, KPMG Luxembourg, represented by
partner Mr Thomas Feld, in relation to the
stand alone annual accounts and the
consolidated financial statements for the
financial year ending on 30 September 2019.
The Management Board proposes that the
MEETING renews the mandate of KPMG
Luxembourg, represented by partner Mr Thomas
Feld, 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 2019.
20. Approval of a new remuneration scheme for
the members of the Management Board.
_The Management Board proposes that the
MEETING resolves to confirm the new
remuneration scheme for the members of the
Management Board as set out in _ Annex 1 _to
the convening notice._
Comment: The Supervisory Board has worked
out a new remuneration scheme for the
members of the Management Board (the
*Remuneration Scheme*), the objectives and
details of which are described in Annex 1 to
the convening notice. The Remuneration
Scheme is transparent and foresees ambitious
incentives for sustainable performance of
the Company. The Supervisory Board and the
Management Board are convinced that the
Remuneration Scheme is in the best interest
of the Company and its Shareholders and
therefore recommend that the MEETING
approves the Remuneration Scheme.
21. Amendment of the term of office of the
members of the Management Board
_The Management Board proposes to the
MEETING to (i) amend the terms of office for
members of the Management Board set out in
the articles of association of the Company
(the _ _Articles_ _) as follows: The term of
office for the CEO shall be up to 4 years
and the term of office of any other member
of the Management Board shall be up to 3
years and (ii) consequently amend article
11.2 of the Articles as set out in _ Annex 2
_to the convening notice._
Comment: Last year, the Management Board
already proposed to the annual general
meeting of the shareholders (the *AGM 2018*)
to amend article 11.2 of the Articles
allowing the Supervisory Board to appoint
other members of the Management Board (apart
from CEO and CFO) for up to three years,
instead of one year. For lack of more
detailed information in the AGM 2018
documents, which led to apparent
misunderstandings, the amendment was not
approved. It is, however, in the best
interest of the Company to have a board
structure and office periods for members of
the Management Board which are in line with
comparable two-tier governance practices.
Therefore, the Management Board is basing
its proposal to the MEETING on the following
arguments:
In contrast to many companies in the US, UK
and Western Europe, the Company does not
have a single board with executive and
non-executive directors, but a two-tier
governance structure (which is more common
in Germany, the Netherlands and Finland),
consisting of a supervisory board and a
management board (please refer to the
Articles). The general meeting of the
shareholders of the Company elects and
appoints the (non-executive) members of the
Supervisory Board. The Supervisory Board, on
the other hand, elects and appoints the
(executive) members of the Management Board
and determines their term of office (see
article 11.4 of the Articles). The proposed
amendment to article 11.2 of the Articles is
intended to increase the flexibility of the
Supervisory Board by allowing it to appoint
an ordinary member of the Management Board
for a term of office exceeding one year,
i.e. for a term of office of up to three
years. This flexibility is essential and
will increase the Company's competitiveness
on the market for executive talent. The
current one-year limitation is a substantial
disadvantage compared to competitors and
peers.
With regard to the CEO and the CFO of the
Company, the proposed amendment aims for
term of office which may be shorter than the
strict periods which are presently foreseen
in the Articles (four and three years,
respectively), e.g. because the Management
Board member wishes such a shorter period
because of personal reasons (e.g. age).
According to the proposed amendment, the
Supervisory Board can foresee a term of
office of up to four years for the CEO and
of up to three years for the CFO.
The director accountability is not reduced
by the proposed amendment of article 11.2 of
the Articles, given that every member of the
Management Board may be removed from office
at any time by a resolution of the
Supervisory Board (see article 11.4 of the
Articles). The Management Board therefore
believes that the proposed amendment is in
the interest of the Company and its
Shareholders.
If approved, the amendment of the Articles
proposed here above shall be enacted by a
Luxembourg notary in the course of the
MEETING.
22. Authorisation of a new authorised capital of
the Company and subsequent amendment of
article 5.5 of the Articles.
_Presentation of the report of the
Management Board authorising a limitation of
the pre-emptive rights of the shareholders
of the Company (the _ _Board Report_ _) in
accordance with article 420-26(5) of the
Companies Act. The Board Report is attached
to the convening notice as _ Annex 3 _._
_The Management Board proposes that the
MEETING, based on the Board Report, resolves
to authorise a new authorised capital in an
amount of EUR 271,000 (represented by a
maximum of 27,100,000 shares in the Company,
with a nominal value of EUR 0.01 each) for a
duration of 5 years following the date of
the present Meeting._
_The Management Board proposes that the
MEETING consequently resolves to amend
article 5.5 of the Articles in order to
reflect the renewal of the authorised
capital as set out in _ Annex 4 _to the
convening notice._
Comment: The current share capital of the
Company amounts to EUR 247,000, represented
by 24,700,000 shares (with nominal value of
EUR 0.01 each). The authorised capital
amounts to EUR 315,000 (represented by a
maximum of 31,500,000 shares) and an amount
of EUR 68,000 (represented by a maximum of
6,800,000 shares) currently remains
unissued. The authorisation for the unissued
amount expires on 16 May 2019. The purpose
of resolution 22 in the present agenda is to
replace the present authorisation for a
capital increase by a new authorisation for
a period of 5 years from the date of the
present MEETING, with however a reduced
authorisation amount of EUR 24,000
(represented by a maximum of 2,400,000
shares with a nominal value of EUR 0.01
each), representing approx. 9.7% of the
current share capital. The new authorised
capital then amounts to EUR 247,000 + EUR
24,000 = EUR 271,000 (represented by a
maximum of 27,100,000 shares).
If approved, the amendment of the Articles
proposed here above shall be enacted by a
Luxembourg notary in the course of the
MEETING.
23. Restatement of the articles of association
of the Company.
_The Management Board proposes that the
MEETING resolves to amend and restate the
Articles in their entirety, as set out in _
Annex 5 _to the convening notice, for the
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