HV-Termine

SAF-HOLLAND S.A.

Geplantes Abstimmungsverhalten der SdK auf der ordentlichen Hauptversammlung am 2017-04-27

 der SAF-Holland S.A. Abstimmungsvorschläge zur HV der SAF-Holland S.A.

SAF-HOLLAND S.A., Luxemburg

Empfohlenes Abstimmungsverhalten der SdK auf der ordentlichen und ausserordentlichen Hauptversammlung am 27. April 2016 - 8:30 Uhr

 

AGENDA FOR THE AGM

 

1. Presentation of the statutory management report and consolidated management report for the fiscal year ended 31 December 2016.

Approval: Yes

Motivation: Both reports are complete and exhaustive in the presentation of the company’s situation in 2016

 

2. Presentation of the reports by the auditor 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 2016.

Approval: Yes

Motivation: The auditors’ reports comply with the legal requirements and indicate no abnormal events to be reported.

 

3. Approval of the statutory financial statements of the Company for the fiscal year ended 31 December 2016.

Approval: Yes

Motivation: The statements comply with the legal requirements

 

4. Approval of the consolidated financial statements of the Company and its group for the fiscal year ended 31 December 2016.

Approval: Yes

Motivation: The statements comply with the legal requirements

 

5. Resolution concerning the allocation of the results of the Company for the fiscal year ended 31 December 2016 and approval of distributions.

The profit for the 2016 financial year amounts to EUR 19,958,352.70 (+6.7%). The Board of Directors proposes to the shareholders to distribute EUR 19,958,889.28 of the profit by paying a dividend in cash to the shareholders of EUR 0.44 per share. The dividend distribution shall be due on April 28, 2017.

Approval: Yes

Motivation: The dividend raises by 10% to 0,44 EUR and corresponds to an output of 45% of the group profit per share. Following SdK rules the profit output of a public share company should be between 40 and 60% of company group profit, depending on free cash-flow, investment program and equity building.

 

6. Discharge of each of the persons that have acted as director of the Company during the fiscal year ended on 31 December 2016, i.e. Bernhard Schneider, Martina Merz, Samuel Martin, Detlef Borghardt, Martin Kleinschmitt, Anja Kleyboldt and Jack Gisinger.

Approval: Yes

Motivation: The management of the company could earn a profit of the group of 43,5 Mio. € (-16 %), but rise the equity by 16% to 305,6 Mio. € (+6,2 %).

 

7. Discharge to the external auditor 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 2016.

Approval: Yes

Motivation: No facts are known to oppose this discharge.

 

8. Approval and renewal of the mandate of Mr. Detlef Borghardt as member of the Board of Directors.

The Board of Directors proposes to approve the renewal of the mandate as member of the Board of Directors of the Company of Detlef Borghardt, whose mandate terminates on the date of the AGM (as defined above), starting on 27 April 2017 after the AGM until the date of the annual general meeting that will resolve on the annual accounts for the fiscal year ending on 31 December 2019.

Approval: Yes

Motivation: The proposed person served to the company until now and no facts are known to hinder the renewal of the mandate.

 

9. Approval of the appointment of Mr. Jack Gisinger as new member of the Board of Directors.

The Board of Directors appointed Mr. Jack Gisinger as member of the Board of Directors by way of co-optation on 6 December 2016. It is proposed that this appointment shall be ratified by the AGM and Mr. Jack Gisinger'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 2019.

Approval: Yes

Motivation: Concerning the proposed person no facts are known hindering his appiontment to the Bord of Directors.

 

10. Approval and appointment of Mr. Carsten Reinhardt as new member of the Board of Directors.

The Board of Directors proposes to appoint Carsten Reinhardt as member of the Board of Directors until the date of the annual general meeting that will resolve on the annual accounts for the fiscal year ending on 31 December 2019.

Approval: Yes

Motivation: Concerning the proposed person no facts are known hindering his appointment to the Bord of Directors.

 

11. Acknowledgment of the resignation of Mr. Bernhard Schneider and Mr. Sam Martin as members of the Board of Directors.

The Board of Directors acknowledges the resignation of Bernhard Schneider and Samuel Martin from their office as director of the Company with effect as of 27 April 2017 after the AGM.

Provided that the above proposals 8. through 11 of the Board of Directors are approved by the AGM, the Board of Directors will consist of the following members starting on 27 April 2017:

 Detlef Borghardt

 Jack Gisinger

 Martin Kleinschmitt

 Anja Kleyboldt

 Martina Merz

 Carsten Reinhardt

12. Renewal of the mandate of the external auditor 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 2017.

Approval: Yes

Motivation: The new external auditor PWC did his job as well as the old one. The charges for the audits in 2016 could be reduced by 13%.

 

 

AGENDA FOR THE EGM

1. Renewal and use of the Authorised Share Capital I of the Company

The Board of Directors proposes to renew the Remaining Amount (as defined in the articles of association of the Company, “Articles”) of the Authorised Share Capital I of the Company with its current amount of EUR 119,588.52 consisting of 11,958,852 shares having a par value of EUR 0.01 each to be issued with or without issue share premium. The Board of Directors shall be empowered to use the Remaining Amount of the authorised share capital until and including the 5th anniversary of the date of publication of the notarial deed of this EGM or a subsequent 2nd extraordinary general meeting, as applicable, in the RESA and respective restatement of Article 5.3.6 of the Articles as follows:

“5.3.6 The time period for the authorisation to use the Remaining Amount shall end on the 5th anniversary of the date of extraordinary general meeting having last amended this article 5.3.6.”

Furthermore, the Board of Directors proposes that EUR 45,361.11 of the Remaining Amount shall be allocated to the Special Amount as to allow to issue additional 4,536,111 new shares (such amount being 10% of the issued share capital of the Company on 21 December 2015) without such issue being subject to any preferential subscription rights of existing shareholders (“New Special Amount”). For this New Special Amount the authorisation period as mentioned in Art. 5.3.6 above shall apply. As a result the total Special Amount is EUR 90,722.22 allowing the issue of 9,072,222 new shares without preferential subscription rights while the total Remaining Amount is EUR 74,227.41 allowing to issue 7,422,741 new shares by respecting preferential subscription rights of existing shareholders.

Approval: Yes

Motivation: The company needs authorized share capital to can react quickly in situations of interesting capital investments, especially at the actual level of equity in relation to the balance sheet volume.

 

2. Renewal of Authorised Share Capital I of the Company (Alternative agenda point in relation to agenda point 1. above)

In the case that Agenda Point 1 above is not adopted by the shareholders this Agenda Point 2 shall be proposed for approval to the General Meeting (for sake of clarity: in case Agenda point 1 is duly adopted than this Agenda point 2 will not be proposed for approval to the General Meeting but is redundant):

The Board of Directors proposes to renew the Remaining Amount (as defined in the articles of association of the Company, “Articles”) of the Authorised Share Capital I of the Company with its current amount of EUR 119,588.52 consisting of 11,958,852 shares having a par value of EUR 0.01 each to be issued with or without issue share premium. The Board of Directors shall be empowered to use the Remaining Amount of the authorised share capital until and including the 5th anniversary of the date of publication of the notarial deed of this EGM or a subsequent 2nd extraordinary general meeting, as applicable, in the RESA and respective restatement of Article 5.3.6 of the Articles as follows:

“5.3.6 The time period for the authorisation to use the Remaining Amount shall end on the 5th anniversary of the date of extraordinary general meeting having last amended this article 5.3.6.”

Approval: Yes

Motivation: the proposal is an alternative if agenda point 1 fails.

 

3. Renewal of the share buy-back programme of the Company

The Board of Directors proposes:

(i) To renew the share buy-back programme (the “Buy-Back”) having been approved by the shareholders during the extraordinary general meeting held on 26 April 2012. The buy-back programme shall be valid until and including the 5th anniversary of the date of publication of the notarial deed of this EGM or a subsequent 2nd extraordinary general meeting, as applicable, in the RESA approving the renewal of the buy-back programme.

(ii) To authorize and delegate all necessary powers to the Board of Directors of the Company to acquire shares of the Company from the shareholders of the Company without cancellation of the acquired shares (the “New Buy-Back”).

(iii) Determine the general conditions of the New Buy-Back being:

a. that the Board of Directors shall be empowered to buy-back shares of the Company in the maximum amount of 10% of the share capital of the Company existing at the date of the resolutions of the Board of Directors to buy-back shares of the Company;

b. that the Board of Directors shall be authorized to effect the Buy-Back for a period of time starting on the date of the EGM and ending on the calendar day before the fifth anniversary of the date of the EGM; and

c. that in case of a Buy-Back (i) via the Frankfurt stock exchange, the consideration paid by the Company per share (excluding incidental purchase costs) may not exceed or fall below the purchase price of the Xetra trading system (or any other comparable successor system) as determined by the opening auction of the stock exchange trading day on which the offer is made by more than 10%, and (ii) via a public bid, the offered purchase price or the purchase price margin thresholds per share (excluding incidental purchase costs) may not exceed or fall below the average price of the closing prices of the Xetra trading system (or any other comparable successor system) on the three stock exchange trading days preceding the day on which the offer and the request to the public to make an offer, respectively, is publicly announced by more than 15%.

d. the Board of Directors is empowered to buy-back shares of the Company fully or partially, by one single transaction or several transactions, for one single purpose or for several purposes or by third parties on behalf, and in the interest of, the Company.

e. the Board of Directors is empowered to buy-back the shares of the Company via the Frankfurt stock exchange or a public bid.

(iv) To authorize the Board of Directors to take all measures and execute any formalities which may be necessary in relation to the above items and the New Buy-Back.

Approval: No

Motivation: Buy-Back actions are not profitable for the company and the remaining shareholdes as long as the price/capital ratio is higher than 1.

Actually this ratio is at 2,3.   Regarding the backfall of the own capital ratio from over 40% to 30.1% there is no room to start Buy-Back.

 

 

4. Amendment of the requirements for the dismissal of Board Members

The Board of Directors proposes to change the requirements for the dismissal of members of the Board of Directors and respectively to restate article 7.1 of the Articles as follows:

“7.1 The Company shall be managed by a Board of Directors to be composed of at least three (3) members. The directors of the Company may be shareholders or not. Directors may be dismissed at any time with or without cause at the sole discretion of the General Meeting requiring a decision by at least 2/3 of the existing voting rights issued by the Company.”

Approval: Yes

Motivation: This amendment brings more precision in the rules of the company in relation to the Bord of Directors and to the powers of the General Meeting of shareholders.