DGAP-HV: Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 10.02.2021 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

DGAP-News: Stabilus S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 10.02.2021 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

08.01.2021 / 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.

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STABILUS S.A.
Société anonyme Siège social: 2, rue Albert Borschette
L-1246 Luxembourg R.C.S. Luxembourg: B 151589 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 2021
(the 'Meeting') will be held on February 10, 2021, at 10:00 a.m. (Central European Time, 'CET') by
written resolution only, in line with the law of November 25, 2020 prolonging the
COVID-19 measures applicable in the territory of the Grand Duchy of Luxembourg, with
the agenda below AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING

1.	Presentation of the management report regarding the annual accounts of the Company and the consolidated financial statements for the fiscal year ended September 30, 2020. No resolution required.
2.	Presentation of the report of the Supervisory Board of the Company regarding the annual accounts and the consolidated financial statements of the Company for the fiscal year ended September 30, 2020. No resolution required.
3.	Presentation of the reports of the independent auditor (cabinet de révision agréé) of the Company regarding the annual accounts and the consolidated financial statements of the Company for the fiscal year ended September 30, 2020. No resolution required.
4.	Approval of the annual accounts of the Company for the fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve the annual accounts of the Company for the fiscal year ended September 30, 2020.
5.	Acknowledgement of the loss of the Company made with respect to the fiscal year ended September 30, 2020 and resolution concerning the allocation of the results of the Company for the fiscal year ended September 30, 2020. The Management Board proposes that the MEETING acknowledges that the Company made a loss with respect to the financial year ended on 30 September 2020 in an aggregate amount of EUR 1,881,478.88 (one million eight hundred eighty-one thousand four hundred seventy-eight Euros and eighty-eight cents) (the loss), and that the MEETING resolves to set-off the loss against a corresponding amount of profits carried forward from the previous financial year in an aggregate amount of EUR 122,414,773.14 (one hundred twenty-two million four hundred fourteen thousand seven hundred seventy-three Euros and fourteen cents). The Management Board further proposes that the MEETING resolves to approve the distribution of a dividend in an amount of EUR 0.50 (fifty cents) per share resulting in an aggregate dividend distribution in an amount of EUR 12,350,000 (twelve million three hundred fifty thousand Euros) out of the profits carried forward from the previous financial year which amounts to EUR 120,533,294.26 (one hundred twenty million five hundred thirty-three thousand two hundred ninety-four Euros and twenty-six cents) and to carry forward the resulting balance of profits in an aggregate amount of EUR 108,183,294.26 (one hundred eight million one hundred eighty-three thousand two hundred ninety-four Euros and twenty-six 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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve the consolidated financial statements of the Company for the fiscal year ended September 30, 2020.
7.	Discharge (quitus) to Dr. Michael Büchsner, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve the discharge of Dr. Michael Büchsner as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the fiscal year ended September 30, 2020.
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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve 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 fiscal year ended September 30, 2020.
9.	Discharge (quitus) to Mr. Markus Schädlich, as member of the Management Board, for the performance of his duties as member of the Management Board until June 30, 2020. The Management Board proposes that the Meeting approve the discharge of Mr. Markus Schädlich, as member of the Management Board, for the performance of his duties as member of the Management Board up to the expiration of his mandate on June 30, 2020.
10.	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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve 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 fiscal year ended September 30, 2020.
11.	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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve 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 fiscal year ended September 30, 2020.
12.	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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve 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 fiscal year ended September 30, 2020.
13.	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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve 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 fiscal year ended September 30, 2020.
14.	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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve the discharge of 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 fiscal year ended September 30, 2020.
15.	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 fiscal year ended September 30, 2020. The Management Board proposes that the Meeting approve 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 fiscal year ended September 30, 2020.
16.	Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, KPMG Luxembourg, represented by partner Mr. Philippe Meyer, in relation to the annual accounts and the consolidated financial statements for the fiscal year ending on September 30, 2021. The Management Board proposes that the Meeting renew the mandate of KPMG Luxembourg, represented by partner Mr. Philippe Meyer, as independent auditor (cabinet de révision agréé) of the Company in relation to the 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 annual accounts and the consolidated financial statements for the fiscal year ending on September 30, 2021.
17.	Presentation of and advisory vote on the remuneration report for the members of the Management Board and the Supervisory Board in the fiscal year 2020. The Management Board proposes that the Meeting pass an advisory vote on the remuneration report for the members of the Management Board and the Supervisory Board as set out in the Annex to the convening notice.

Quorum and majority requirements

There is no quorum of presence requirement for the Meeting. No vote being necessary on agenda items 1 to 3, the remaining agenda items 4 through 17 are adopted by a simple majority of the votes duly expressed by the shareholders in writing, as further explained in the Section with the title Exercise of voting rights by correspondence below.

Share capital and voting rights

At the date of convening of the Meeting, the Company's subscribed share capital equals EUR 247,000 and it is divided into 24,700,000 shares having a par value of EUR 0.01 each, all of which are fully paid up. Each share entitles its holder to one vote.

Available information and documentation

The following information is available on the Company's website under

www.ir.stabilus.com/agm

and at the Company's registered office in Luxembourg starting on the day of publication of this convening notice and until the day of the Meeting:

a)	full text of any document to be made available by the Company until the Meeting including draft resolutions in relation to above agenda points to be adopted at the Meeting (i.e. inter alia the annual report containing the 2020 annual accounts, the management report and the supervisory board report and the auditor reports on the annual accounts and consolidated financial statements, as well as any presentations related thereto);
b)	this convening notice, including its Annex (published on the Company's website);
c)	the total number of shares and attached voting rights issued by the Company as of the date of publication of this convening notice; and
d)	the Registration Notice, the Attestation and the voting form as further mentioned below.

Attendance and registration procedures

Shareholders shall, on or before January 27, 2021 at 12 a.m. (midnight) (CET) ('Record Date'), indicate to the Company their intention to participate at the Meeting, using the form of registration notice (the 'Registration Notice'). The Registration Notice must be received by STABILUS S.A., c/o Link Market Services GmbH, Landshuter Allee 10, 80637 Munich, Germany, by fax (+49 -(0)89 210 27-289) or e-mail

[e-mail]

on the Record Date by 11:59 p.m. (CET) at the latest, followed by the original by regular mail.

Shareholders are also obliged to obtain an attestation from their depository bank ('Attestation') which is safe-keeping their shares in the Company stating the name and address of the shareholder and the number of shares held by the shareholder, at the Record Date. The Attestation must be received by STABILUS S.A., c/o Link Market Services GmbH, Landshuter Allee 10, 80637 Munich, Germany, by fax (+49 -(0)89 210 27-289) or e-mail ([e-mail]) by 11:59 p.m. (CET) on February 4, 2021 at the latest, followed by the original by regular mail.

The attestation must be made in text form in German or English.

The attendance and registrations procedure applies to the vote by correspondence.

Exercise of voting rights by correspondence

Shareholders shall vote by correspondence (the 'Proxy or Voting Form'), by filling in the relevant sections of the Voting Form and sending the duly completed and signed form to

STABILUS S.A.
c/o Link Market Services
GmbH Landshuter Allee 10
80637
Munich
Germany
Fax: [phone] - 289
E-Mail: [e-mail]

so that it shall be received by the Company at the latest on February 4, 2021 at 11:59 p.m. (CET). In case of late Registration Notices, Attestations, and/or Voting Forms, as applicable, votes expressed by correspondence will not be taken into account at the Meeting.

Additional important information for shareholders

Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons who are shareholders on the Record Date (or their duly appointed proxyholders). 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 Meeting.

Questions relating to the items on the Agenda may be asked in advance latest until February 1^st, 2021 with any answers being published by February 3^rd, 2021 on

www.ir.stabilus.com/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 Meeting or table draft resolutions for items included or to be included on the agenda of the Meeting by sending such requests at the latest on January 19, 2021 at 11:59 p.m. (CET) to the following e- mail address, fax number or mail address:

STABILUS S.A.
c/o Link Market Services
GmbH Landshuter Allee 10
80637
Munich
Germany
Fax: [phone] - 289
E-Mail: [e-mail]

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 or a justification, and (iii) an e-mail address or a postal address to which the Company may correspond and confirm receipt of the request.

This convening notice was published in the RESA (Recueil Electronique des Sociétés et Associations), the Luxembourg newspaper Tageblatt, the German official gazette Bundesanzeiger, and other media (which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis) as well as separately dispatched by regular mail or, if agreed with the respective addressee, by email to (i) the members of the Management Board of the Company, (ii) the members of the Supervisory Board and (iii) the auditor of the Company.

Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of January 11, 2008 on transparency requirements for issuers of securities, as amended, 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 Meeting.

For further information you may contact the service provider, Link Market Services GmbH, by dialing [phone] (Mon. - Fri. 9 a.m. to 5 p.m. (CET)).

Luxembourg, in January 2021

STABILUS S.A.

The Management Board

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Sprache:	Deutsch
Unternehmen:	Stabilus S.A.
	Siège social: 2, rue Albert Borschette
	1246 Luxembourg
	Luxemburg
E-Mail:	[e-mail]
Internet:	https://www.ir.stabilus.com/agm

Ende der Mitteilung	DGAP News-Service

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1159426 08.01.2021