CORESTATE Capital Holding S.A.
Geplantes Abstimmungsverhalten der SdK auf der ordentlichen Hauptversammlung am 2019-04-26
TOP 1 Presentation of the stand-alone annual accounts of the Company for the financial year 2018, of the approved consolidated financial statements for the financial year 2018 as well as the management report for the financial year 2018
Reason: The Supervisory Board checked the financial statements and approved it without any further comments.
TOP 2 Acknowledgement of the profit of the Company made with respect to the financial year 2018 and allocation to the legal reserve
Reason: The allocation is in accordance with article 461-1 of the Companies Act.
TOP 3 Distribution out of the freely distributable reserves of the Company
Reason: A 2,50 € dividend (earning per share 4,91 €) fulfils the SdK guidelines to pay out 40-60% of the profit of the company.
TOP 4 Discharge (Quitus) to each of the members of the Management Board for the financial year 2018
Reason: The Management Board again acted successfully in the financial year 2018. All important figures could be increased vs. the previous year. Aggregate revenues and gains 292 vs. 195 €m, EBITDA 174 v. 104 €m, earnings per share 4,91 vs. 3,24 € and depts could be reduced from 519,5 down to 387,7 €m.
TOP 5 Discharge (Quitus) to each of the members of the Supervisory Board for the financial year 2018
Reason: The Supervisory Board held in total four plenary meetings and numerous other meetings on specific matters. Every member of the Supervisory Board attended all the meetings. The financial statements, prepared by EY and approved by the audit committee, were adopted.
TOP 6 Appointment of a new member of the Supervisory Board
Reason: Mr. Jon Lurie´s CV is according to the requirements of relevant knowledge, skills and experience.
TOP 7 Appointment of the independent auditor for the financial year 2019
Reason: Ernst & Young has been reappointed as auditor uninterrupted for four years. In 2018 the auditor´s fees are presented as follows: Audit fees 758 KEUR, audit-related fees 115 KEUR, no fee expenses for additional non-audit related services. The fee structure is according to the SdK´s guidelines.
TOP 8 Authorisation to the Management Board to buy back shares of the company
Reason: Any redeemed shares would be held with their voting and dividend rights suspended. This could increase the dividend as well as the stock exchange quotation of the remaining effective shares. The number of shares which may be acquired may not exceed 10% of the aggregate nominal share capital.
TOP 9 Amendment of the list of prior consent matters included in the articles
Reason: Should be done to amend article 15 of the articles for an improvement of the management transaction instructions and control.
TOP 10 Amendment of annual fees allocated to the members of the Supervisory Board
Reason: The fees are presented as follows: Chairman 150KEUR, deputy 100KEUR, member 75KEUR, what reflects the grown responsibility of the Supervisory Board due to the growth of the company
Note: For objective reasons, the above-mentioned voting behaviour may be deviated from at the general meeting for legal reasons.