DJ DGAP-HV: SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 25.04.2019 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Dow Jones hat von EQS/DGAP eine Zahlung für die Verbreitung dieser Pressemitteilung über sein Netzwerk erhalten.
DGAP-News: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 25.04.2019
in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
2019-03-26 / 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.
SAF-HOLLAND S.A.
Société anonyme Registered Office: 68-70, boulevard de la Pétrusse
L-2320 Luxembourg
R.C.S. Luxembourg: B 113.090
Share Capital: EUR 453,943.02 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 the
Annual General Meeting of shareholders shall be held as follows: *Annual
General Meeting 2019*
(The '*AGM*') will be held on *25 April 2019, at 11 a.m.* (Central European
Summer Time, '*CEST*') with the Agenda below. and an *Extraordinary General
Meeting of Shareholders*
(the '*EGM*') will be held on *25 April 2019, at 12 p.m.* (Central European
Summer Time, '*CEST*') with the Agenda below. The AGM and EGM will be held at
the offices of: GSK Luxembourg SA
44, Avenue John F. Kennedy
2nd floor
L-1855 Luxembourg I.
AGENDA FOR THE AGM
1. *Presentation of the statutory management
report and consolidated management report
for the fiscal year ended 31 December 2018.*
_The Board of Directors proposes that both
management reports in respect of the fiscal
year ended 31 December 2018 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 2018.*
_The Board of Directors proposes that the
reports by the auditor in respect of both
the statutory and the consolidated financial
statements for the fiscal year ended 31
December 2018 be APPROVED by the
shareholders._
3. *Approval of the statutory financial
statements of the Company for the fiscal
year ended 31 December 2018.*
_The Board of Directors proposes that the
statutory financial statements of the
Company for the fiscal year ended 31
December 2018 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 2018.*
_The Board of Directors proposes that the
consolidated financial statements of the
Company and its group for the fiscal year
ended 31 December 2018 be APPROVED by the
shareholders._
5. *Resolution concerning the allocation of the
results of the Company for the fiscal year
ended 31 December 2018 and approval of
distributions.*
_The profit for the 2018 financial year
amounts to EUR 20,916,256.45. The Board of
Directors proposes to the shareholders to
distribute EUR 20,427,435.90 of the profit
by paying a dividend in cash to the
shareholders of EUR 0.45 per share. The
aforementioned dividend distribution shall
be due on 30 April 2019._
6. *Discharge of each of the persons that have
acted as director of the Company during the
fiscal year ended on 31 December 2018, i.e.,
Martina Merz, Dr. Martin Kleinschmitt,
Detlef Borghardt, Jack Gisinger, Anja
Kleyboldt and Carsten Reinhardt.*
_The Board of Directors proposes that the
shareholders APPROVE the discharge of each
of the persons who has acted as director
during the fiscal year ended 31 December
2018 with a view to their mandate._
7. *Discharge to the external auditors of the
Company, PricewaterhouseCoopers Société
coopérative, for and in connection with
their mandate carried out as external
auditor pertaining to the fiscal year ended
31 December 2018.*
_The Board of Directors proposes that the
shareholders APPROVE the discharge to
PricewaterhouseCoopers Société coopérative
for, and in connection with, the audit of
the fiscal year ended 31 December 2018._
8. *Renewal of the mandate of the external
auditors of the Company,
PricewaterhouseCoopers Société coopérative
until the ordinary Annual General Meeting of
the shareholders of the Company in respect
of the fiscal year ending on 31 December
2019.*
_The Board of Directors proposes that
PricewaterhouseCoopers Société coopérative
be re-appointed as external auditors until
the ordinary Annual General Meeting of the
shareholders of the Company in respect of
the fiscal year ending on 31 December 2019._
9. *Renewal of the mandate of Martina Merz as
the Board member of the Company until the
ordinary Annual General Meeting of the
shareholders of the Company in respect of
the fiscal year ending on 31 December 2022.*
The Board of Directors proposes that the
shareholders APPROVE the renewal of Martina
Merz as a board member until the fiscal year
ended 31 December 2022. Martina Merz has
been member of the Board of Directors since
1 December 2013 and has been appointed as
chair of the Board of Directors in April
2017. As the Board of Directors obliged
itself to fulfil the requirements of
diversity, each gender shall be represented
by at least 30 % in the Board of Directors.
Martina Merz is one of two female members of
the Board of Directors. Furthermore this
proposal of the renewal of the mandate
fulfils the aspects of the Board of
Directors for its composition and the
competence profile of its members.
10. *Renewal of the mandate of Martin
Kleinschmitt as the Board member of the
Company until the ordinary Annual General
Meeting of the shareholders of the Company
in respect of the fiscal year ending on 31
December 2022.*
_The Board of Directors proposes that the
shareholders APPROVE the renewal of Martin
Kleinschmitt as a board member until the
fiscal year ended 31 December 2022._
11. *Renewal of the mandate of Jack Gisinger as
the Board member of the Company until the
ordinary Annual General Meeting of the
shareholders of the Company in respect of
the fiscal year ending on 31 December 2020.*
_The Board of Directors proposes that the
shareholders APPROVE the renewal of Jack
Gisinger as a board member until the fiscal
year ended 31 December 2020._
12. *Renewal of the mandate of Anja Kleyboldt as
the Board member of the Company until the
ordinary Annual General Meeting of the
shareholders of the Company in respect of
the fiscal year ending on 31 December 2020.*
_The Board of Directors proposes that the
shareholders APPROVE the renewal of Anja
Kleyboldt as a board member until the fiscal
year ended 31 December 2020._
*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.
II.
AGENDA FOR THE EGM
The following agenda points refer to the amendment and restatement of the
Articles of Association (the '*Articles*') of the Company, which are published
on the website of the Company under
https://corporate.safholland.com/en/investor-relations/general-meeting/extraor
dinary-general-meeting/2019
in a mark-up version showing the amendments compared with the current
Articles.
1. *Change of article pertaining to the
transfer of registered office*
_The Board of Directors proposes to adapt
the requirements for the transfer of the
registered office to the current Luxembourg
company law (the '_ _Law_ _') and
respectively to restate article 2.1 of the
Articles._
2. *Clarification in relation to shares*
_The Board of Directors proposes to adapt
the section about shares on the current
situation (all shares are in registered
form) and to restate articles 6.1- 6.4 of
the Articles._
3. *Definition 'Regulated Market' and
'Independent Director'*
_The Board of Directors proposes to define
the term 'Regulated Market' and to restate
articles 7.1 and 7.3 of the Articles and to
delete articles 7.5 and 7.6 of the
Articles._
4. *Amendments on the Board meetings and the
decisions of the Board of Directors*
a) _The Board of Directors proposes to,
e.g., insert the neutrality of the name
'chairperson', the convening of Board
meetings, the conflict of interest rules,
and the requirements for circular
resolutions, adapt the conflict of
interest rules of the Law and to restate
article 8 of the Articles._
b) _As consequence of the deletion of 8.18,
the Board of Directors proposes to amend
article 11.3 accordingly. Also, Article
9.2 shall be amended._
5. *Date of Annual General Meeting*
_The Board of Directors proposes to amend
the date of the Annual General Meeting for
more flexibility as it is foreseen by the
Law, which says, that the Annual General
Meeting can be convened within six months
after the end of the financial year of the
Company and to restate articles 16.1, 16.2,
and 16.4 of the Articles._
6. *Takeover Law*
_The Board of Directors proposes to delete
the current opt-in provisions on takeovers
and to delete the wording in the Articles
under article 16.5._
7. *Detailed wording on procedure of the
(MORE TO FOLLOW) Dow Jones Newswires
March 26, 2019 10:02 ET (14:02 GMT)
general meetings of shareholders*
_The Board of Directors proposes to amend
the current wording on the procedure of the
general meeting of shareholders in a more
detailed and transparent way by mentioning
the provisions of the law of the rights of
minority shareholders and by offering the
possibility to attend meetings by electronic
means and to restate article 17 of the
Articles._
8. *Notification obligation of Transparency
Law*
_The Board of Directors proposes to insert a
wording in the Articles that obliges all
shares who acquire or dispose a certain
amount of shares or financial instruments to
notify this issue as foreseen in the
transparency law dated 11 January 2018 (the
'_ _Transparency Law_ _') also made to align
notification requirements of shareholders
with comparable provision under the German
Securities Trading Act (3% notification
threshold) in order to get more transparency
on identity of shareholders. The Board of
Directors proposes to insert a new article
18 in the Articles._
9. *Increase of Authorised Share Capital I*
The Board of Directors proposes to increase
the Authorised Share Capital I of the
Company from its current amount of EUR
164,949.63 (one hundred sixty-four thousand
nine hundred forty-nine Euro and sixty-three
cents) to the amount of EUR 226,971.52 (two
hundred twenty-six thousand nine hundred
seventy-one euros and fifty-two cents). This
Authorised Share Capital I can be used by
the Board of Directors for a period of five
years starting on the day of the publication
of the notarial deed pertaining to an
extraordinary general meeting of the
shareholders signed on 25 April 2019 or the
notarial deed of any subsequent
extraordinary general meeting of
shareholders, as applicable, in the official
Luxembourg gazette RESA. The Board of
Directors proposes to amend articles 5.3 and
5.3.2 of the Articles accordingly.
10. *Increase of the Special Amount of the
Company*
The Board of Directors proposes to increase
the Special Amount of the Authorised Share
Capital I as defined in the Articles of the
Company by an amount of EUR 66.38 (already
included in resolution 9 above) to the
amount of EUR 90,788.60 being the Special
Amount for issuing 9,078,860 new shares
without such amount being subject to any
preferential subscription rights. This
Special Amount shall be renewed for a period
of five years starting on the day of the
publication of the notarial deed pertaining
to an extraordinary general meeting of the
shareholders signed on 25 April 2019 or the
notarial deed of any subsequent
extraordinary general meeting of
shareholders, as applicable, in the official
Luxembourg gazette RESA. The Board of
Directors proposes to amend article 5.3.3 of
the Articles accordingly.
11.a. *Increase of the Remaining Amount of the
Company (Alternative 1)*
In the case that above resolution 10 is
approved, the Board of Directors proposes
to increase the Remaining Amount of the
Authorised Share Capital I as defined in
the Articles of the Company by an amount
of EUR 61,955.51 (already included in
resolution 9 above) to the amount of EUR
136,182.92 being the Special Amount for
issuing 13,618,292 new shares with such
amount being subject to any preferential
subscription rights. This Remaining Amount
shall be renewed for a period of five
years starting on the day of the
publication of the notarial deed
pertaining to an extraordinary general
meeting of the shareholders signed on 25
April 2019 or the notarial deed of any
subsequent extraordinary general meeting
of shareholders, as applicable, in the
official Luxembourg gazette RESA. The
Board of Directors proposes to amend
articles 5.3.4. and 5.3.5. of the Articles
accordingly and to delete article 5.3.6.
of the Articles.
11.b. *Increase of the Remaining Amount of the
Company (Alternative 2)*
_In the case that above resolution 10 is _
_not_ approved, the Board of Directors
proposes to increase the Remaining Amount
of the Authorised Share Capital I as
defined in the Articles of the Company by
an amount of EUR 62,021.89 (already
included in resolution 9 above) to the
amount of EUR 136,249.30 being the Special
Amount for issuing 13,624,930 new shares
with such amount being subject to any
preferential subscription rights. This
Remaining Amount shall be renewed for a
period of five years starting on the day
of the publication of the notarial deed
pertaining to an extraordinary general
meeting of the shareholders signed on 25
April 2019 or the notarial deed of any
subsequent extraordinary general meeting
of shareholders, as applicable, in the
official Luxembourg gazette RESA. The
Board of Directors proposes to amend
articles 5.3.4. and 5.3.5. of the Articles
accordingly and to delete article 5.3.6.
of the Articles.
12. *Full restatement of the Articles*
_The Board of Directors proposes to do a
full restatement of the Articles of the
Company, as far as necessary, to reflect
above-mentioned resolutions._
*Quorum and majority requirements*
The EGM will be duly constituted if at least half (50%) of the issued share
capital of the Company is present or represented. The items on the agenda of
the EGM require approval by at least 2/3 of the voting rights present or
represented and duly expressed during the EGM.
Important Information for both AGM and EGM
*Share capital and voting rights*
At the date of convening of the AGM and EGM, the Company's subscribed share
capital equals EUR 453,943.02, and it is divided into 45,394,302 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 in relation to
the
1) *AGM*:
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-
general-meeting/2019
2) *EGM:*
https://corporate.safholland.com/en/investor-relations/general-meeting/extraor
dinary-general-meeting/2019
as of the day of publication of this convening notice in the Luxembourg
official gazette _RESA _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 and EGM
including draft resolutions in relation to
above agenda points to be adopted at the AGM
and EGM (i.e. _inter alia_ the amended draft
articles of association);
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 and EGM ('*Record Date*'), i.e. on 11 April 2019 at 11:59 p.m.
(CEST). The Attestation must be dispatched by fax and the original by regular
mail to:
*SAF-HOLLAND S.A.*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
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 18
April 2019 at 11:59 p.m. CEST. Exercise of voting rights of shares in
connection with late Attestations will not be possible at the AGM and EGM.
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 and/or EGM in person may appoint
a proxyholder to attend the AGM and/or EGM on their behalf. 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 AGM
and/or EGM.
Proxy forms are available under the following contact details:
1) *AGM*:
*SAF-HOLLAND S.A.*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: agm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-
general-meeting/2019
2) *EGM:*
*SAF-HOLLAND S.A.*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: egm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/extraor
dinary-general-meeting/2019
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:
1) *AGM*:
*SAF-HOLLAND S.A.*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: agm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-
general-meeting/2019
2) *EGM:*
*SAF-HOLLAND S.A.*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: egm@linkmarketservices.de
(MORE TO FOLLOW) Dow Jones Newswires
March 26, 2019 10:02 ET (14:02 GMT)
© 2019 Dow Jones News
