DGAP-News: SAF-HOLLAND SE / Bekanntmachung der Einberufung zur Hauptversammlung
SAF-HOLLAND SE: Bekanntmachung der Einberufung zur Hauptversammlung am 20.05.2020 in
Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
2020-04-17 / 15:06
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 SE
Société européenne Registered Office: 68-70, Boulevard de la Pétrusse, L-2320
Luxembourg
Grand Duchy of Luxembourg R.C.S. Luxembourg: B113.090
Share Capital: EUR 453,943.02 Notice to all Shareholders All shareholders of
SAF-HOLLAND SE (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
2020*
(the '*AGM*') will be held on *20 May 2020, at 11 a.m.* (Central European Summer
Time, '*CEST*'), with the Agenda below, and two *Extraordinary General Meetings of
Shareholders*
(the '*EGM*') will be held on *20 May 2020, at 12 p.m.* (noon, CEST), and on *20 May
2020, at 1 p.m. *(CEST), with the Agenda below. Important notice In accordance with
Article 1 (1) of the Grand Ducal Regulation of 20 March 2020
introducing measures concerning meetings in companies and other legal
entities, the Company will not hold a physical meeting. Shareholders may refer to
the section 'Attendance and Registration Procedures' in this convening notice
for further information. The AGM and EGM will be held via an audio conference
initiated from Luxembourg.
*Notice to all Shareholders*
All shareholders of SAF-HOLLAND SE (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 via audio conference
as follows:
Annual General Meeting 2020 (the '*AGM*')
will be held on *20 May 2020, at 11 a.m.* (Central European Summer Time, '*CEST*'),
with the Agenda below.
AGENDA FOR THE AGM
1. *Presentation of the statutory management
report and consolidated management report
for the fiscal year ended 31 December 2019.*
_The Board of Directors proposes that both
management reports in respect of the fiscal
year ended 31 December 2019 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 2019.*
_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 2019 be APPROVED by the
shareholders._
3. *Approval of the statutory financial
statements of the Company for the fiscal
year ended 31 December 2019.*
_The Board of Directors proposes that the
statutory financial statements of the
Company for the fiscal year ended 31
December 2019 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 2019.*
_The Board of Directors proposes that the
consolidated financial statements of the
Company and its Group for the fiscal year
ended 31 December 2019 be APPROVED by the
shareholders._
5. *Resolution concerning the allocation of the
results of the Company for the fiscal year
ended 31 December 2019.*
_The profit for the 2019 financial year
amounts to EUR 6,884,797.68. It is not
proposed by the Board of Directors that a
dividend be distributed in respect of the
results for the fiscal year 2019. The Board
of Directors recommends that the profit for
the fiscal year 2019 amounting to EUR
6,884,797.68 be carried forward._
6. *Discharge of each of the persons that have
acted as director of the Company during the
fiscal year ended on 31 December 2019, i.e.
Dr. Martin Kleinschmitt, Martina Merz,
Detlef Borghardt, Jack Gisinger, Anja
Kleyboldt, Ingrid Jägering 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
2019 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 2019.*
_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 2019._
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
2020 or until the transfer of the Company to
Germany.*
_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 2020
or until the Company is transferred to
Germany._
9. *Acknowledgment of the resignation of Jack
Gisinger as member of the Board of
Directors.*
_The Board of Directors proposes that the
general meeting of shareholders acknowledges
the resignation of Jack Gisinger from his
office as director of the Company with
effect as of 20 May 2020 after the AGM._
10. *Approval of the appointment of the mandate
of Ingrid Jägering as new member of the
Board of Directors 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 appointed Ingrid
Jägering as member of the Board of Directors
by way of co-optation on 5 November 2019. It
is proposed that this appointment shall be
ratified by the AGM and Ingrid Jägering's
appointment as member of the Board of
Directors shall run until the date of the
annual general meeting that will resolve on
the annual accounts for the fiscal year
ending on 31 December 2020.
11. *Approval (advisory vote) of the proposed
remuneration policy of the Board of
Directors of the Company.*
_The Board of Directors proposes that the
remuneration policy of the Board of
Directors of the Company be APPROVED by the
shareholders for a maximum period of four
years, ending no later than the fiscal year
ended 31 December 2023._
12. *Approval (advisory vote) of the
remuneration report of the Company for the
fiscal year ended 31 December 2019.*
_The Board of Directors proposes that the
remuneration report of the Company for the
fiscal year ended 31 December 2019 be
APPROVED by the shareholders._
*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 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
AGM:
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-genera
l-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 AGM including
draft resolutions in relation to above agenda
points to be adopted at the AGM;
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.
*No physical meeting*
In light of the exceptional circumstances due to SARS-CoV-2 and the COVID-19
epidemic and in accordance with the provisions of the Grand Ducal Regulation of 20
March 2020 introducing measures on holdings of meetings in companies and other legal
entities, the Company decided to hold the AGM via audio conference only without any
physical meeting that shareholders could attend. Shareholders are required to vote
by means of a proxy designated by the Company or by correspondence.
*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 6 May 2020 at 11:59 p.m. (CEST). The Attestation must be
dispatched by fax or e-mail and the original by regular mail to:
*SAF-HOLLAND SE*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: agm@linkmarketservices.de
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