SAF-HOLLAND SE
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 25.04.2019 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-News: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
Quorum and majority requirements The EGM will be duly constituted if at least half (50%) of the issued share capital of the Company is present or represented. The items on the agenda of the EGM require approval by at least 2/3 of the voting rights present or represented and duly expressed during the EGM. Important Information for both AGM and EGMShare capital and voting rights At the date of convening of the AGM and EGM, the Company’s subscribed share capital equals EUR 453,943.02, and it is divided into 45,394,302 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 in relation to the
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-general-meeting/2019
https://corporate.safholland.com/en/investor-relations/general-meeting/extraordinary-general-meeting/2019
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a) |
full text of any document to be made available by the Company at the AGM and EGM including draft resolutions in relation to above agenda points to be adopted at the AGM and EGM (i.e. inter alia the amended draft articles of association); |
b) |
this Convening Notice; |
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 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 AGM and EGM (‘Record Date‘), i.e. on 11 April 2019 at 11:59 p.m. (CEST). The Attestation must be dispatched by fax and the original by regular mail to:
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
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 18 April 2019 at 11:59 p.m. CEST. Exercise of voting rights of shares in connection with late Attestations will not be possible at the AGM and EGM. Upon receipt of the Attestation within the given deadline the Company will presume that such shareholder will attend and vote at the Meeting.
Proxy voting representatives
Shareholders not being able to attend the AGM and/or EGM in person may appoint a proxyholder to attend the AGM and/or EGM on their behalf. 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 AGM and/or EGM.
Proxy forms are available under the following contact details:
1) |
AGM: |
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: agm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-general-meeting/2019
2) |
EGM: |
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: egm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/extraordinary-general-meeting/2019
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:
1) |
AGM: |
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: agm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-general-meeting/2019
2) |
EGM: |
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: egm@linkmarketservices.de
https://corporate.safholland.com/en/investor-relations/general-meeting/extraordinary-general-meeting/2019
The duly filled in and signed proxy form (by fax or e-mail) must be received by the Company at the latest on the 18 April 2019 at 11:59 p.m. CEST. 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 AGM and/or EGM.
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
1) |
AGM: |
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-general-meeting/2019
2) |
EGM: |
https://corporate.safholland.com/en/investor-relations/general-meeting/extraordinary-general-meeting/2019
In addition, forms will be sent upon written request to the Company at the following address:
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
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:
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
or, alternatively, download the form from the Company’s website at
1) |
AGM: |
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-general-meeting/2019
2) |
EGM: |
https://corporate.safholland.com/en/investor-relations/general-meeting/extraordinary-general-meeting/2019
and send the duly completed and signed form to the above mentioned address so that it shall be received by the Company on the 18 April 2019 at 11:59 p.m. CEST. 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 AGM and/or EGM.
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 EGM.
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 AGM and/or EGM by sending such requests at the latest until the 3 April 2019 at 11:59 p.m. to the following e-mail address, fax number or mail address:
1) |
AGM: |
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: agm@linkmarketservices.de
2) |
EGM: |
SAF-HOLLAND S.A.
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49-89-210-27-289
E-Mail: egm@linkmarketservices.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, 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 to (i) registered shareholders that were known by name and address to the Company on 22 March 2019, (ii) the members of the Board of Directors of the Company 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 EGM.
For further information you may contact the service provider, LINK Market Services GmbH, by dialling +49 (0)89 210 27 222 (Monday to Friday from 9 a.m. to 5 p.m. CET, except on public holidays in Luxembourg and Germany).
Luxembourg, in March 2019
SAF-HOLLAND S.A.
The Board of Directors