Abstimmungsverhalten

Stabilus S.A.

Geplantes Abstimmungsverhalten der SdK auf der ordentlichen Hauptversammlung am 2019-02-13

AGENDA

 

TOP 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 2018.

 

No vote

 

 

TOP 2 Presentation of the report of the supervisory board of the Company regarding the stand alone annual accounts and the consolidated financial statements of the Company for the financial year ended 30 September 2018.

 

No vote

 

 

TOP 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 2018.

 

No vote

 

 

TOP 4 Approval of the stand-alone annual accounts of the Company for the financial year ended 30 September 2018.

 

Agreement

 

Reason: KPMG and the supervisory board proved and confirmed the stand-alone accounts.

 

 

TOP 5 Acknowledgement of the profit of the Company made with respect to the financial year ended 30 September 2018 and resolution concerning the allocation of the results of the Company for the financial year ended 30 September 2018.

 

Rejection

 

Reason: The management proposes a dividend of 1,00 EUR (Profit 4,27 EUR per share). Since 2014 Stabilus follows the guideline to distribute 20%-40% ex the profit. Regarding the actual cash situation of the company, cash growth was more than 100% in the business year 2018, it is no problem to pay out the maximum quote of 40% what would also fulfill the general objectives of SdK to distribute a range between 40%-60% usual.

 

 

TOP 6 Approval of the consolidated financial statements of the Company for the financial year ended 30 September 2018.

 

Agreement

 

Reason: The final statements have been proved and confirmed by KPMG.

 

 

TOP 7 Discharge (quitus) to Mr Dietmar Siemssen, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended 30 September 2018.

 

Agreement

 

Reason: The management board as a team again managed Stabilus very successfully. All relevant figures increased: revenue up by 5,8%, EBIT up by 8,4%, profit at € 105,4 m vs. € 79,2 m in 2017, and strong cash generation. The revenue outlook for 2019 is still ambitious: +5%.

 

 

TOP 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 7

 

 

TOP 9 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 7

 

 

TOP 10 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 7

 

 

TOP 11 Discharge (quitus) to Dr Stephan Kessel, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 7

 

 

TOP 12 Discharge (quitus) to Mr Markus Schädlich, as member of the Management Board, for the performance of his duties as member of the Management Board for and in connection with the financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 7

 

 

TOP 13 Discharge (quitus) to Mr Udo Stark, as member of the supervisory board of the Company, for the performance of his duties as member of the supervisory board for and in connection with the financial year ended 30 September 2018.

 

Agreement

 

Reason: The members of the supervisory board met each other 17 times, 15 meetings took place in full number. The members of the supervisory board currently discussed and supervised, on base of reports from the managing board and the auditor, the performance and duties of the management of the company. The supervisory board proved and confirmed the financial statements for the financial year 2018. No member of the supervisory board is involved in more than two other board mandates.

 

 

TOP 14 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 13

 

 

TOP 15 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 13

 

 

TOP 16 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 13

 

 

TOP 17 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 financial year ended 30 September 2018.

 

Agreement

 

Reason: See TOP 13

 

 

TOP 18 Confirmation and appointment of Mr Udo Stark as member of the Supervisory Board.

 

Agreement

 

Reason: See TOP 13

 

 

TOP 19 Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, KPMG Luxembourg, represented by partner Mr Thomas Feld, in relation to the stand alone annual accounts and the consolidated financial statements for the financial year ending on 30 September 2019.

 

Rejection

 

Reason: KPMG invoices 790 KEUR as audit fees and 331KEUR as tax service fees. The SdK cannot agree to any not-audit-fees which will be higher than 25% of the total fee amount. In general the audit should be separated from other operational or tax advisory to maintain the audit independently, according to the SdK guidelines.

 

 

TOP 20 Approval of a new remuneration scheme for the members of the Management Board.

 

Agreement

 

Reason: The new remuneration conception intends short term incentives (Basis Ebit 70%/ Cash Flow 30%), Individual and team modifier (value 0,8 – 1,2) and long term incentives (Trade exchange quotation 70%/ Ebit 30%). This scheme is in accordance to SdK´s guidelines regarding reduced complexity, sustainable and forward looking company performance as well as an alignment between shareholders and Management board.

 

 

TOP 21 Amendment of the term of office of the members of the Management Board

 

Agreement

 

Reason: The terms of office for members of the Management Board will be adjusted

to German governance structures.

 

 

TOP 22 Authorisation of a new authorised capital of the Company and subsequent amendment of article 5.5 of the Articles.

 

Agreement

 

Reason: The new authorization for a capital increase represents 9,7% of the current share capital what is according to the SdK guidelines (max. 25%).

 

 

TOP 23 Restatement of the articles of association of the Company.

 

Agreement

 

Reason: Clean-up-changes and update of French/ English translation can be accepted.

 

Note: For objective reasons, the above voting procedure may be deviated from at the Annual General Meeting in accordance with the statutory provisions.