DGAP-News: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 14.02.2020
in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
2020-01-13 / 15:05
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 Extraordinary General Meeting of shareholders shall be
held as follows:
*Extraordinary General Meeting of Shareholders*
(the '*EGM*')
will be held on *14 February 2020, at 11 a.m. *(Central European Time,
'*CET*') with the Agenda below.
The EGM will be held at the offices of:
GSK Stockmann SA
44, Avenue John F. Kennedy
2nd floor
L-1855 Luxembourg
Grand Duchy of Luxembourg
*AGENDA FOR THE EGM*
1. Presentation and approval of the conversion
plan of the Company from a public limited
liability company (société anonyme) into a
European company (SE) as published in the RESA
of 16 December 2019 under number
RESA_2019_285.255, and the report explaining
and justifying the legal and economic aspects
of the conversion, and indicating the
consequences for the shareholders and employees
prepared in accordance with article 420-21 of
the Company Act and with article 37 of the EC
regulation No. 2157/2001 of 8 October 2001 on
the Statute for a European company (SE) (the
'SE Regulation');
2. _Presentation and acknowledgement of the report
issued by PricewaterhouseCoopers as independent
auditor (réviseur d'entreprise) prepared in
accordance with article 420-21 paragraph (3) of
the Luxembourg law of 10 August 1915 on
commercial companies, as amended (the
'Companies Act') and with article 37 of the SE
Regulation;_
3. _Approval of the restatement of the Company's
articles of association in order to reflect the
changes resulting from the conversion of the
Company into a European company (Societas
Europaea), and in particular article 1 which
relates to the legal form of the Company as
well as article 10 which relates to the powers
of the board of directors which shall be read
as follows:_
_Article 1. Name._
1.1 _There exists among the shareholders and
all those who may become owner of the
shares, a European public limited
liability company (société européenne)
under the name of _ _«SAF-HOLLAND SE» _
_(the '_ _Company_ _')._
1.2 _The Company shall be governed by these
Articles and the laws of the Grand Duchy
of Luxembourg, and by the Council
Regulation (EC) No. 2157/2001 of 8
October 2001 on the Statute for an
European company (SE) (the '_ _SE
Regulation_ _'), and the Council
Directive 2001/86/EC of 8 October 2001
supplementing the statute for an
European Company with regard to the
involvement of employees (the '_ _SE
Directive_ _')._
_[.]_
_Article 10. Powers of the Board of Directors_.
10.1. The Board of Directors is vested with
the broadest powers to manage the
business of the Company and to
authorize and/or perform all acts of
administration and disposition, which
are within the purpose and in the best
interest of the Company. All powers
not expressly reserved by the law or
by the SE Regulation or these Articles
to the General Meeting fall within the
competence of the Board of Directors.
_Without prejudice to any other
applicable legal provisions, at least
the following categories of
transactions shall require an express
decision by the Board of Directors:_
(a) _the preparation of the annual accounts
and the annual consolidated accounts of
the Company (if applicable), and their
approval in view of their submission to
the general meeting of the shareholders
of the Company;_
(b) _the preparation of the management
reports and their submission to the
general meeting of the shareholders of
the Company;_
(c) _the preparation of the reports to be
prepared by the Board of Directors in
accordance with the law and their
submission to the shareholders of the
Company;_
(d) _the issuance of shares of the Company
in the framework and within the limit of
the authorized share capital;_
(e) _the distribution of interim dividends
by the Company; and_
(f) _the issuance of warrants and
convertible bonds by the Company._
10.2. _The Board of Directors shall in
particular approve important
transactions between the Company and
any party related to the Company from
an accounting perspective ('_ _Related
Party_ '). Important transactions
within the meaning of this article
shall be any transaction between the
Company and a Related Party, the
publication and disclosure of which
could be susceptible to have a
significant impact in the economic
decisions of the Company's
shareholders and which could create
the risk for the Company and its
shareholders, which are not Related
Parties, including minority
shareholders. The nature and position
of the Related Party has to be taken
into consideration.'
4. _Approval of the conversion of the Company into
a European company (SE) under the name of
'SAF-HOLLAND SE';_
5. _Confirmation of the mandates of the current
members of the Board of Directors until the
annual general meeting approving the annual
accounts for the financial year ending 31
December 2019;_
6. _Re-appointment of PricewaterhouseCoopers as
independent auditor (réviseur d'entreprise) of
the Company for the financial year ending 31
December 2019._
*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.
Should the quorum not be met at the first call, then the EGM shall be
reconvened on a second call pursuant to article 17.17 of the Company's
articles of association. On this second call, the EGM will validly deliberate
on the agenda items 1 to 4 regardless of the portion of the share capital
present or represented at the meeting. The resolutions contemplated in agenda
items 1 to 4 shall be validly adopted by a majority of two-thirds of the votes
validly cast at such second EGM which shall be held on *3 March 2020, at 11
a.m. CET*.
*Important Information for the EGM*
*Share capital and voting rights*
At the date of convening of the EGM, the Company's subscribed share capital
equals EUR 453,943.02, and it is divided into 45,394,302 shares having a
nominal 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 EGM:
https://corporate.safholland.com/en/investor-relations/general-meeting/extraor
dinary-general-meeting/2020
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 EGM including
draft resolutions in relation to above agenda
points to be adopted at the EGM (_i.e. inter
alia _the restated draft articles of
association);
b) the conversion plan of the Company from a
public limited liability company (société
anonyme) into a European company (SE);
c) the report explaining and justifying the
legal and economic aspects of the conversion,
and indicating the consequences for the
shareholders and employees;
d) the report of PricewaterhouseCoopers as
independent auditor;
e) this Convening Notice;
f) the total number of shares and attached
voting rights issued by the Company as of the
date of publication of this convening notice;
g) the proxy form as further mentioned below;
and
h) 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 EGM ('*Record Date*'), _i.e. _on 31 January 2020 at 11:59 p.m. (CET).
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 7
February 2020 at 11:59 p.m. CET. Exercise of voting rights of shares in
connection with late Attestations will not be possible at the 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*
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January 13, 2020 09:05 ET (14:05 GMT)
