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Probleme bei der Darstellung von ARIVA.DE?

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Hellmeyer: Auf diese Risiken muss der Anleger jetzt achten!

HV-Bekanntmachung: Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 15.02.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

Donnerstag, 12.01.2017 15:10

DGAP-News: Stabilus S.A. / Bekanntmachung der Einberufung zur
 Hauptversammlung
 Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am
 15.02.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß
 §121 AktG
 
 12.01.2017 / 15:05
 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
 - ein Service der EQS Group AG.
 Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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STABILUS S.A. Société anonyme Siège social: 2, rue Albert Borschette, L-1246 Luxembourg R.C.S. Luxembourg: B0151589 Share Capital: EUR 247,000 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 2017 deliberating ordinary and extraordinary matters (the 'MEETING') will be held on 15 February 2017, at 10:00 a.m. (Central European Time, 'CET') with the agenda below at Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING 1. Presentation of the management report regarding the stand alone annual accounts of the Company and the consolidated financial statements for the financial year ended 30 September 2016. 2. Presentation of the report of the supervisory board regarding the stand alone annual accounts and the consolidated financial statements of the Company for the financial year ended 30 September 2016. 3. Presentation of the reports of the independent auditor (cabinet de révision agréé) of the Company regarding the stand alone annual accounts and the consolidated financial statements of the Company for the financial year ended 30 September 2016. 4. Approval of the stand alone annual accounts of the Company for the financial year ended 30 September 2016. The management board proposes that the stand alone annual accounts of the Company for the financial year ended 30 September 2016 be approved by the MEETING. 5. Acknowledgement of the loss of the Company made with respect to the financial year ended 30 September 2016 and resolution concerning the allocation of the results of the Company for the financial year ended 30 September 2016. The management board proposes that the MEETING acknowledges that the Company made a loss with respect to the financial year ended on 30 September 2016 in an aggregate amount of EUR 7,759,404 (seven million seven hundred fifty-nine thousand four hundred four Euros) 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 185,280,806 (one hundred eighty-five million two hundred eighty thousand eight hundred six Euros). As such, a total amount of EUR 177,521,402 (one hundred seventy-seven million five hundred twenty-one thousand four hundred two Euros) is available for distribution out of profits carried forward. Based on the above the management board proposes that the MEETING approves the distribution of a dividend in an amount of EUR 0.50 (zero point fifty Euros) 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 profits carried forward and to carry forward the resulting balance of profits in an aggregate amount of EUR 165,171,402 (one hundred sixty-five million one hundred seventy-one thousand four hundred two Euros), 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 financial year ended 30 September 2016. The management board proposes that the consolidated financial statements of the Company for the financial year ended 30 September 2016 be approved by the MEETING. 7. Discharge (quitus) to each of the members of the management board of the Company, consisting of Mr Dietmar Siemssen, Mr Mark Wilhelms, Mr Andreas Sievers and Mr Andreas Schröder for the performance of their duties as members of the management board for, and in connection with, the financial year ended 30 September 2016. The management board proposes that the MEETING approves the discharge of each of the members of the management board of the Company for the performance of their duties as members of the management board for, and in connection with, the financial year ended 30 September 2016. 8. Discharge (quitus) to each of the members of the supervisory board of the Company, consisting of Mr Udo Stark, Dr. Stephan Kessel, Dr. Joachim Rauhut and Dr. Ralf-Michael Fuchs for the performance of their duties as members of the supervisory board for, and in connection with, the financial year ended 30 September 2016. The management board proposes that the MEETING approves the discharge of each of the members of the supervisory board of the Company for the performance of their duties as members of the supervisory board for, and in connection with, the financial year ended 30 September 2016. 9. Amendment of remuneration of supervisory board members The management board proposes that the MEETING resolves that the remuneration of the members of the supervisory board shall be amended according to Annex 1 . Comment: The proposal in Annex 1 results from discussions with and suggestions of the external advisor hkp group, an advisor focused on compensation of management and supervisory boards. Hkp group has compared the remuneration of the supervisory board members with the remuneration of supervisory board members of peer group companies. 10. Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, KPMG Luxembourg, in relation to the stand alone annual accounts and the consolidated financial statements for the financial year ending on 30 September 2017. The management board proposes that the mandate of KPMG Luxembourg, as independent auditor (cabinet de révision agréé) of the Company in relation to the stand alone annual accounts and the consolidated financial statements be renewed by the MEETING for a term which will expire at the end of the annual general meeting of the shareholders of the Company called to approve the stand alone annual accounts and the consolidated financial statements for the financial year ending on 30 September 2017. 11. Amendment of Articles of Association, including change of share form The management board proposes that the MEETING resolves to amend the Articles of Association according to Annex 2 in regard to the following articles of the present version of the Articles of Association: 2.1 Place and transfer of registered office, 3.2 Dissolution, 6.1 Form of the shares, 6.2 Share register and share certificates, 6.5 Deposit, 7.1 Shares in registered form, 7.2 Shares in bearer form, 7.3 Indirect Holders, 9. ANNUAL GENERAL MEETING OF THE SHAREHOLDERS - OTHER MEETINGS and 24.1 Procedure regarding a conflict of interest. Comment: The proposed amendments of the Articles of Association have been recommended by Allen & Overy lawyers in view of certain legislative changes in Luxembourg, in particular in relation with the amendments of Luxembourg companies laws. The respective memorandum of Allen & Overy dated December 6, 2016 is published as Annex 3 to this notice on the Company's website under www.ir.stabilus.com/agm. The management board follows the argumentation and consequently proposes to amend the Articles of Association accordingly. 12. Miscellaneous. All matters of the above agenda are ordinary matters, except for agenda item 11 which is an extraordinary matter. In that regard, we refer to the quorum and voting requirements described in the following paragraph. Quorum and majority requirements The amendment of the Articles of Association (agenda item 11) being an extraordinary matter requires a quorum of presence or representation of at least one half of the share capital and the consent of two thirds of the votes present or represented. Apart from this, there is no quorum of presence requirement for the MEETING. The agenda items 1 through 10 being ordinary matters 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 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. 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: a) full text of any document to be made available by the Company at 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 2016 annual accounts, the management report and the supervisory board report and the auditor reports on the stand alone and consolidated accounts); b) this convening notice including Annex 1, Annex 2 and Annex 3; 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 shall, on or before the Record Date, as defined below, indicate to the Company their intention to participate at the MEETING. 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 MEETING ('Record Date'), i.e. on 1st February 2017 at 00:00 (CET). The Attestation must be dispatched by fax and the original by regular mail to: STABILUS S.A. c/o HCE Haubrok AG Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 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 8th February 2017 at 11:59 p.m. (CET). Upon receipt of the Attestation within the given deadline the Company will presume that such shareholder will attend and vote at the Meeting by issuing the admission ticket. Proxy voting representatives Shareholders not being able to attend the MEETING in person may appoint a proxyholder to attend the MEETING on their behalf. The attendance and registrations procedure is exactly the same as for shareholders participating personally as mentioned above. 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 MEETING. Proxy forms are available under the following contact details: STABILUS S.A. c/o HCE Haubrok AG Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: registration@hce.de Website: www.ir.stabilus.com/agm 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: STABILUS S.A. c/o HCE Haubrok AG Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: registration@hce.de The duly filled in and signed proxy form (by fax or e-mail) must be received by the Company at the latest on the 8th February 2017 at 11:59 p.m. (CET). 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 MEETING. Shareholders who will receive their admission tickets by mail will receive a form for proxy voting. Forms for proxy voting can also be downloaded on the Company's website at www.ir.stabilus.com/agm. In addition, forms will be sent upon written request to the Company at the following address: STABILUS S.A. c/o HCE Haubrok AG Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 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 after following the registration process as mentioned above: STABILUS S.A. c/o HCE Haubrok AG Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 or, alternatively, download the form from the Company's website at www.ir.stabilus.com/agm, and send the duly completed and signed form to the above mentioned address so that it shall be received by the Company on the 8th February 2017 at 11:59 p.m. (CET). 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 MEETING. Additional important information for shareholders Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons that were 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. 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 by sending such requests at the latest until the 24th of January 2017 at 11:59 p.m. (CET) to the following e-mail address, fax number or mail address: STABILUS S.A. c/o HCE Haubrok AG Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: registration@hce.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 or a justification, 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 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 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 MEETING. For further information you may contact the service provider, HCE Haubrok AG, by dialling +49 (0)89 210 27-222 (Mon. - Fri. 9 a.m. to 5 p.m. (CET)). Luxembourg, in January 2017 STABILUS S.A. The Management Board ANNEX 1 to Convening Notice (Annual General Meeting 2017) Supervisory Board Remuneration Ordinary supervisory board member EUR 50.000 Chairman of supervisory board 2 times remunerati- on of ordinary member Deputy Chairman of supervisory board 1.5 times remunerati- on of ordinary member Audit Committee Remuneration Ordinary audit committee member EUR 15.000 Chairman of audit committee EUR 30.000 Remuneration Committee Remuneration Ordinary remuneration committee member EUR 10.000 Chairman of remuneration committee EUR 20.000 Meeting Fee EUR 1.500 for each meeting incl. participation by phone and conference calls; max., however, one meeting fee per day. Reimbursement of expenses The Company reimburses the members of the supervisory board their expenses related to the supervisory board mandate. D&O insurance The Company shall provide D&O insurance coverage for the members of the supervisory board with a deductible of 10 %, maximum 1.5 times of the yearly remuneration for the respective member of the supervisory board. Validity All remuneration amounts above apply for every full financial year, beginning with the financial year commencing on October 1, 2016. ANNEX 2 to Convening Notice (Annual General Meeting 2017) '2.1 Place and transfer of the registered office The registered office of the Company is established in Luxembourg. It may be transferred within such municipality or to any other place in the Grand Duchy of Luxembourg by a resolution of the management board of the Company (the Management Board) who will then be authorised to amend the Articles to reflect the completion of the transfer.' '3.2 Dissolution The Company may be dissolved, at any time, by a resolution of the general meeting of shareholders (the General Meeting) adopted in the manner provided for in Article 10 with respect to the amendments of the Articles.' '6. SHARES 6.1 Form of the shares The shares of the Company are dematerialised shares (Dematerialised Shares) in accordance with the Luxembourg law on dematerialised shares dated 6 April 2013 (the Dematerialisation Law). All future shares to be issued by the Company shall be in dematerialised form and the optional conversion of shares to any other form by the holder of such shares is prohibited. All dematerialised shares shall be registered via the single settlement organisation (organisme de liquidation) appointed by the Company, as it may be changed from time to time (the Settlement Organisation). The dematerialised shares are only represented, and the ownership of such shares is only established by a record in the name of the shareholder in the securities account. The Settlement Organisation may issue or request the Company to issue certificates relating to dematerialised shares for the purpose of international circulation of securities. The decision to proceed with the mandatory conversion of all existing shares of the Company, represented at such time by a global bearer share, was taken at the annual general shareholders' meeting of the Company dated 15 February 2017 (the 2017 AGM). In accordance with article 9(3) of the Dematerialisation Law, all shares within the centralized management system operated by Clearstream Frankfurt that are already treated as de facto dematerialized financial instruments shall automatically be converted into Dematerialised Shares in accordance with the Dematerialisation Law three months after the publication of the 2017 AGM in the RESA (Recueil électronique des sociétés et associations) (such thee months period, the Transitory Period). The Company may exercise any rights under article 17 of the Dematerialisation Law for the purpose of identifying the holders of Dematerialised Shares. 6.2 Ownership and co-ownership of shares The Company will recognise only one holder per share. In the event that a share is held by more than one person, the Company has the right to suspend the exercise of all rights attached to that share until one person has been appointed as sole owner in relation to the Company. 6.3 Share repurchases The Company may repurchase its own shares within the limits set forth by law. 6.4 Deposit Notwithstanding the foregoing in this Article 6 and for the duration of the Transitory Period, where (i) registered shares are registered in the share register on behalf of one or more persons (the Indirect Holders) in the name of a securities settlement system or the operator of such a system or in the name of a financial institution or other professional depositary of securities or any other depositary (such systems, professionals or other depositaries being referred to hereinafter as Depositaries) or of a sub-depositary designated by one or more Depositaries, or (ii) bearer shares are deposited with any such Depositary or sub-depositaries (subject to and in accordance with applicable mandatory law), the Company shall, subject to applicable law and the terms, conditions and limitations of any applicable deposit or similar agreement, and upon presentation of a confirmation from such Depositary or sub-depositary (issued in accordance with such formal requirements as the Management Board may from time to time determine) certifying the name of the person on whose behalf the shares are held and the number of shares recorded in such person's account with the Depositary or sub-depositary, permit such person to exercise the rights attaching to those shares, including the person's admission and voting at General Meetings, and shall consider such person to be a shareholder for all purposes in these Articles. Notwithstanding the foregoing in this Article 6, the Company will make any and all payments (including any dividend payments and any other distributions) in respect of shares recorded in the name of a Depositary or subdepositary, or deposited with any of them, as the case may be, whether in cash, shares or other assets, only to such Depositary or sub-depositary, or otherwise in accordance with such Depositary's or sub-depositary's instructions, and that payment shall release the Company from any and all obligations for such payments. 6.5 Reporting requirements If and for so long some or all of shares of the Company are admitted to trading on a regulated market as defined in the markets in financial instruments law dated 31 July 2007, established or operating within a Member State of the European Economic Area, any natural or legal person, acting alone or in concert with others, who would come to acquire or dispose of shares of the Company, or any other securities of the Company targeted by applicable law, shall comply with applicable reporting requirements within the time frame set forth by applicable law.' '7. TRANSFER OF SHARES Following the effective conversion of all Company shares into Dematerialised Shares after the Transitory Period, all shares are freely transferable through book entry transfers (virement de compte à compte) in accordance with the legal requirements of the Dematerialisation Law. During the Transitory Period until the publication of the 2017 AGM, any transfer of shares shall be made in accordance with Luxembourg law.' 9. First paragraph: 'The annual General Meeting shall be held, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place within the municipality of the registered office and at such time as specified in the convening notice of the meeting.' 24.1 First sentence: 'In the event that a member of the Management Board or a member of the Supervisory Board, as the case may be, has, directly or indirectly, a financial interest opposite to the interest of the Company in any transaction of the Company that is submitted to the approval of the Management Board or the Supervisory Board, as the case may be, such member of the Management Board or the Supervisory Board shall make known to the Management Board or the Supervisory Board, as the case may be, such opposite interest at that meeting and shall cause a record of his statement to be included in the minutes of the meeting.'
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12.01.2017 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap.de
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Sprache: Deutsch Unternehmen: Stabilus S.A. 2, rue Albert Borschette 1246 Luxembourg Großherzogtum Luxemburg E-Mail: anschroeder@stabilus.com Internet: http://www.stabilus.com Ende der Mitteilung DGAP News-Service
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536011 12.01.2017