DJ DGAP-HV: SAF-HOLLAND SE: Bekanntmachung der Einberufung zur Hauptversammlung am 20.05.2020 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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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DJ DGAP-HV: SAF-HOLLAND SE: Bekanntmachung der -2-
The attestation must be made in text form in German or English.
Attestations must be received by the Company (by fax or e-mail) at the latest on 15
May 2020 at 11:59 p.m. (CEST). Exercise of voting rights of shares in connection
with late Attestations will not be possible at the AGM. Upon receipt of the
Attestation within the given deadline the Company will presume that such shareholder
will attend by telephone and vote at the AGM by means of the proxy designated by the
Company or has voted in advance by correspondence. It is important to note that
shareholders will not be able to express their vote directly during the audio
conference but only by means of the proxy designated by the Company or by
correspondence.
Shareholders wishing to attend the audio conference will then receive the audio
conference details that enable them to attend the AGM by telephone.
*Company presentation and shareholder questions*
The Company intends to publish the Company's presentation to be held at the AGM with
respect to the fiscal year 2019 on the Company's website prior to the AGM.
Shareholders who timely submit their Attestation have the opportunity to submit
questions to the Company for answers at the AGM and are requested to submit their
questions in advance and in writing, while indicating their full name, via e-mail to
the following address:
ir@safholland.de
Questions submitted by the shareholders must be received in writing at the latest on
15 May 2020 at 11:59 p.m. (CEST) at the above-mentioned address. Questions submitted
after such deadline may not be answered. Questions submitted by other means will not
be considered. The submitted questions will be answered at the reasonable discretion
of the Company and the Company is not required to answer all questions. In
particular, questions may be summarized, reasonable questions may be selected in the
interest of the other shareholders, and questions from shareholders' associations
and institutional investors with significant voting interests may be given
preference.
*Proxy voting representative*
The Company has named a proxy voting representative. The shareholders may appoint
the proxy voting representative to vote at the AGM on their behalf. The proxy voting
representative will be bound by the respective instructions of the shareholder prior
to the AGM.
Proxy forms are available under the following contact details:
*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
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-genera
l-meeting/2020
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 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
The duly filled in and signed proxy form (by fax or e-mail) must be received by the
Company at the latest on 15 May 2020 at 11:59 p.m. (CEST) at the above-mentioned
address. 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 AGM.
*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:
*SAF-HOLLAND SE*
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
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-genera
l-meeting/2020
and send the duly completed and signed form to the above-mentioned address so that
it shall be received by the Company on 15 May 2020 at 11:59 p.m. (CEST). Exercise of
voting rights of shares in connection with duly filled in and signed forms received
after such date will not be possible at the AGM.
*Additional important information for shareholders*
Shareholders are hereby informed that exercise of voting rights is exclusively
reserved to such persons who were shareholders on the Record Date (or the duly
appointed proxy voting representative). 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 AGM.
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 AGM by sending such requests
at the latest until the 28 April 2020 at 11:59 p.m. to the following e-mail address,
fax number or mail address:
*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
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, 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 to (i) registered shareholders
that were known by name and address to the Company on 17 April 2020, (ii) the
members of the Board of Directors of the Company 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 AGM. The results of the vote on the remuneration report and on the
remuneration policy will be published immediately after the AGM.
For further information you may contact the service provider, LINK Market Services
GmbH, by dialling +49 (0)89 210 27 222 (Monday to Friday from 9 a.m. to 5 p.m. CEST,
except on public holidays in Luxembourg and Germany).
*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 two Extraordinary General Meetings of Shareholders shall be held as follows:
The *Extraordinary General Meeting of Shareholders 1 *(the '*EGM 1*') will be held
on *20 May 2020, at 12 p.m. *(noon, Central European Summer Time, '*CEST*') with the
Agenda below.
The EGM 1 will be held via audio conference at the offices of:
*Me Edouard Delosch*
*27, Boulevard Marcel Cahen*
*L-1311 Luxembourg *
*Grand Duchy of Luxembourg*
*AGENDA FOR THE EGM 1*
1. *Approval of the increase of the Company's
share capital by an amount of EUR
44,940,358.98 to an amount of EUR
45,394,302.00 by the increase of the nominal
value of the shares from an amount of EUR
0.01 to an amount of EUR 1.00 by way of
incorporation of reserves*
The Board of Directors proposes that the
nominal value of each existing share of the
currently issued share capital of the Company
shall be increased from EUR 0.01 to EUR 1.00
per share without the issue of new shares and
that the issued share capital will hence be
increased from its current amount of EUR
453,943.02, divided into 45,394,302 shares,
each having a nominal value of EUR 0.01, by
an amount of EUR 44,940,358.98 to an amount
of EUR 45,394,302.00, divided into 45,394,302
shares, each having a nominal value of EUR
1.00.
_The capital increase shall be implemented by
using a portion of the share premium reserve
of the Company in the amount of EUR
44,940,358.98._
2. *Approval of the restatement of the Company's
Articles of Association in order to reflect
the changes resulting from the capital
increase*
_The Board of Directors proposes that Section
5 (1) of the Company's Articles of
Association shall be amended and revised as
follows:_
_'The subscribed share capital of the Company
is set at EUR 45,394,302.00 (forty-five
million three hundred and ninety-four
thousand three hundred and two euros),
represented by 45,394,302 (forty-five million
three hundred and ninety-four thousand three
hundred and two) shares with a par value of
EUR 1.00 (one euro) each.'_
3. *Presentation and acknowledgement of the
report of the Board of Directors setting out
the reasons for the creation of a new
authorised capital in the amount of EUR
22.697.151,00 (including the exclusion of
subscription rights) in accordance with
Article 420-26 (5) of the Luxembourg law of
10 August 1915 on commercial companies, as
amended from time to time*
4. *Approval of the cancellation of the existing
authorised capital, on the creation of a new
authorised capital in the amount of EUR
22,697,151.00 and on the authorisation to
exclude the shareholders' subscription
rights*
_The Board of Directors proposes to pass the
following resolution:_
(1) _The existing authorised capital shall
be cancelled._
(2) _The Board of Directors shall be
authorised to increase the Company's
share capital in the period until 19 May
2025, once or several times by up to a
total of EUR 22,697,151.00 through the
issuance of up to 22,697,151 new bearer
shares against cash or non-cash
contributions (_ _Authorised Capital
2020_ _)._
In principle, the new shares shall be
offered to the Company's shareholders
for subscription; they may also be
subscribed by one or more credit
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institution(s) or companies within the
meaning of Article 5 of the Council
Regulation (EC) No. 2157/2001 of 8
October 2001 on the Statute for a
European company (SE) (SE Regulation) in
conjunction with Article 420-26 (7) of
the Luxembourg law of 10 August 1915 on
commercial companies, as amended from
time, and Section 186 (5) sentence 1 of
the German Stock Corporation Act with
the obligation to offer them to the
shareholders for subscription (so-called
indirect subscription right).
_However, the Board of Directors is
authorised to exclude the shareholder's
subscription rights for one or more
capital increases under the Authorised
Capital 2020,_
a) _to the extent necessary to
compensate fractional amounts;_
b) to the extent necessary to grant the
holders and/or creditors of
conversion and/or option rights or
the debtors of conversion and/or
option obligations under bonds issued
by the Company or a Group company
subscription rights to new shares to
the extent to which they would be
entitled after exercising the
conversion and/or option rights or
after fulfilling the conversion
and/or option obligations;
c) _to acquire, in appropriate cases,
companies, parts of companies or
interests in companies or other
assets, including claims, against
transfer of shares;_
d) insofar as, in the event of a cash
capital increase, the part of the
share capital attributable to the new
shares for which the subscription
right is excluded does not exceed a
total of 10% of the share capital,
both at the time of the authorisation
becoming effective and at the time of
the authorisation being exercised,
and the issue price of the new shares
does not significantly fall below the
stock exchange price of the Company's
shares of the same class within the
meaning of Sections 203 (1) and (2),
186 (3) sentence 4 of the German
Stock Corporation Act; the following
shall be counted towards this 10%
threshold (i) the portion of the
share capital attributable to shares
issued or sold as from 20 May 2020 in
direct or analogous application of
Section 186 (3) sentence 4 of the
German Stock Corporation Act, and
(ii) the portion of the share capital
attributable to shares subject to
conversion and/or option rights or
conversion obligations from bonds and
other instruments covered by Section
221 of the German Stock Corporation
Act, which are issued under exclusion
of the subscription rights pursuant
to Section 186 (3) sentence 4 of the
German Stock Corporation Act as from
20 May 2020.
The portion of the share capital
attributable to the new shares for which
the subscription right is excluded in
accordance with the above letters a) to
d) shall not exceed a total of 20% of
the Company's share capital, both at the
time of the authorisation becoming
effective and at the time of its
exercise. The above 20% threshold with
regard to all possibilities for
excluding subscription rights in
accordance with the above letters a) to
d) shall include shares which (i) are
used as from 20 May 2020 on the basis of
an authorisation to use treasury shares
in accordance with Sections 71 (1) no. 8
sentence 5, 186 (3) sentence 4 of the
German Stock Corporation Act under the
exclusion of subscription rights, i.e.
not via a sale on the stock exchange or
via an offer directed to all
shareholders, or (ii) relate to
conversion and/or option rights or
conversion obligations from bonds and
other instruments covered by Section 221
of the German Stock Corporation Act,
which are issued under the exclusion of
subscription rights as from 20 May 2020.
_The Board of Directors shall be
authorised to lay down the further
contents of the share rights and the
details of the execution of the capital
increase._
5. *Approval of the restatement of the Company's
Articles of Association in order to reflect
the changes resulting from the cancellation
of the existing authorised capital and the
creation of the new authorised capital*
_The Board of Directors proposes that Section
5 (3) of the Company's Articles of
Association shall be amended and revised as
follows:_
'_The Board of Directors shall be authorised
to increase the Company's share capital in
the period until 19 May 2025, once or several
times by up to a total of EUR 22,697,151.00
through the issuance of up to 22,697,151 new
bearer shares against cash or non-cash
contributions (__Authorised Capital 2020__)._
In principle, the new shares shall be offered
to the Company's shareholders for
subscription; they may also be subscribed by
one or more credit institution(s) or
companies within the meaning of Article 5 of
the Council Regulation (EC) No. 2157/2001 of
8 October 2001 on the Statute for a European
company (SE) (SE Regulation) in conjunction
with Article 420-26 (7) of the Luxembourg law
of 10 August 1915 on commercial companies, as
amended from time to time, and Section 186
(5) sentence 1 of the German Stock
Corporation Act with the obligation to offer
them to the shareholders for subscription
(so-called indirect subscription right).
_However, the Board of Directors is
authorised to exclude the shareholder's
subscription rights for one or more capital
increases under the Authorised Capital 2020,_
a) _to the extent necessary to compensate
fractional amounts;_
b) to the extent necessary to grant the
holders and/or creditors of conversion
and/or option rights or the debtors of
conversion and/or option obligations
under bonds issued by the Company or a
Group company subscription rights to new
shares to the extent to which they would
be entitled after exercising the
conversion and/or option rights or after
fulfilling the conversion and/or option
obligations;
c) _to acquire, in appropriate cases,
companies, parts of companies or
interests in companies or other assets,
including claims, against transfer of
shares;_
d) insofar as, in the event of a cash
capital increase, the part of the share
capital attributable to the new shares
for which the subscription right is
excluded does not exceed a total of 10%
of the share capital, both at the time of
the authorisation becoming effective and
at the time of the authorisation being
exercised, and the issue price of the new
shares does not significantly fall below
the stock exchange price of the Company's
shares of the same class within the
meaning of Sections 203 (1) and (2), 186
(3) sentence 4 of the German Stock
Corporation Act; the following shall be
counted towards this 10% threshold (i)
the portion of the share capital
attributable to shares issued or sold as
from 20 May 2020 in direct or analogous
application of Section 186 (3) sentence 4
of the German Stock Corporation Act, and
(ii) the portion of the share capital
attributable to shares subject to
conversion and/or option rights or
conversion obligations from bonds and
other instruments covered by Section 221
of the German Stock Corporation Act,
which are issued under exclusion of the
subscription rights pursuant to Section
186 (3) sentence 4 of the German Stock
Corporation Act as from 20 May 2020.
The portion of the share capital
attributable to the new shares for which
the subscription right is excluded in
accordance with the above letters a) to
d) shall not exceed a total of 20% of the
Company's share capital, both at the time
of the authorisation becoming effective
and at the time of its exercise. The
above 20% threshold with regard to all
possibilities for excluding subscription
rights in accordance with the above
letters a) to d) shall include shares
which (i) are used as from 20 May 2020 on
the basis of an authorisation to use
treasury shares in accordance with
Sections 71 (1) no. 8 sentence 5, 186 (3)
sentence 4 of the German Stock
Corporation Act under the exclusion of
subscription rights, i.e. not via a sale
on the stock exchange or via an offer
directed to all shareholders, or (ii)
relate to conversion and/or option rights
or conversion obligations from bonds and
other instruments covered by Section 221
of the German Stock Corporation Act,
which are issued under the exclusion of
subscription rights as from 20 May 2020.
_The Board of Directors is authorised to
lay down the further contents of the
share rights and the details of the
execution of the capital increase._
_The Board of Directors is authorised to
amend the wording of Section 5 of the
Articles following the performance, in
whole or in part, of a capital increase
under the Authorised Capital 2020 or
after expiry of the authorisation period,
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