Invitation to the Annual General Meeting

Transcription

1 Invitation to the Annual General Meeting Deutsche Steinzeug Cremer & Breuer Aktiengesellschaft, Alfter-Witterschlick Security Identification Number A1TNLL ISIN DE000A1TNLL3

2 We hereby invite our shareholders to our Annual General Meeting to be held on Thursday, 12 June 2014 at 10:00 a.m. (CEST) at the World Conference Center Bonn, event location Wasserwerk (provisional seat of the German Parliament ), Hermann-Ehlers-Str. 29, Bonn. Directions of how to get there can be downloaded from the following website: 2

3 I. Agenda 1. Report of the management board on the fiscal year 2013 and the business situation There will be no resolution on agenda item 1. With regard to this agenda item, the management board will only report on the fiscal year 2013 and the business situation. 2. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management report and group management report as well as the explanatory report on the information to be provided under sec. 289 para. 4 and 5, sec. 315 para. 4, sec. 315 para. 2 no. 5 of the German Commercial Code (HGB) as of 31 December 2013 together with the report of the supervisory board The supervisory board approved the annual financial statements and the consolidated financial statements prepared by the management board in accordance with sec. 172 of the German Stock Corporations Act (AktG) on 29. April 2014; the annual financial statements are therewith adopted. Their adoption by the annual general shareholders meeting is therefore not required. The annual financial statements and management report, consolidated financial statements and group management report, the report of the supervisory board and the report of the management board including the explanations on the disclosures pursuant to sec. 289 para. 4 and 5, sec. 315 para. 4, sec. 315 para. 2 no. 5 of the German Commercial Code are to be made accessible to the annual general shareholders meeting; the adoption of a resolution is not required by the German Stock Corporations Act. The above documents are available for viewing by shareholders at the offices of Deutsche Steinzeug Cremer & Breuer AG (Servaisstraße, Alfter-Witterschlick, Germany) and have also been published on the internet at relations/ hauptversammlung. 3. Appropriation of profit The management board and supervisory board propose that the net profit of the fiscal year 2013 in the amount of EUR 1,665, be in full, i.e. in an amount of EUR 1,665, carried forward to new account. 4. Formal discharge of the members of the management board The supervisory board and management board propose that the members of the management board in office during the fiscal year 2013 be formally discharged for this period. 5. Formal discharge of the members of the supervisory board The management board and supervisory board propose that the members of the supervisory board in office during the fiscal year 2013 be formally discharged for this period. 6. Election of the auditor for the fiscal year 2014 The supervisory board proposes Dr. Glade, König und Partner GmbH, Neuss, to be appointed as the auditor of the company for the fiscal year

4 II. Participation in the Annual General Meeting 1. Total number of shares and voting rights The share capital of the company is divided into 9,205,206 no-par value bearer shares, which confer an equal number of voting rights. At the date of the publication of this notice to the annual general meeting, the company does not hold any own shares. The total number of shares eligible to vote at the date of the publication of this notice to the annual general meeting therefore amounts to 9,205, Registration to attend and proof of stock ownership Pursuant to sec. 17 para. 1 of the articles of association of the company, only those shareholders are entitled to attend the annual general meeting and to exercise their voting rights who have registered with the company in text form within the meaning of sec. 126b of the German Civil Code (BGB) (e.g. in writing, by fax or ) in either the German or the English language at the following address: Deutsche Steinzeug Cremer & Breuer Aktiengesellschaft c/o Deutsche Bank AG Securities Production - General Meetings - Postfach D Frankfurt am Main Telefax: +49 (0) wp.hv@db-is.com The registration must be received by the company under the aforementioned address by no later than Thursday, 5 June 2014, 24:00 hours (CEST). Furthermore, pursuant to sec. 17 para. 2 of the articles of association, shareholders wishing to attend the annual general meeting and to exercise voting rights must furnish proof of their right to attend. Proof must be furnished in form of a certificate of stock ownership issued in text form (sec. 126b BGB) in either the German or the English language by the custodian depositary bank or financial services institution. The certificate of stock ownership must refer to the beginning of the twenty-first day prior to the annual general meeting (i.e. Thursday, 22 May 2014, at 0:00 hours (CEST)) and must be received by the company by no later than Thursday, 5 June 2014, at 24:00 hours (CEST), at the aforementioned address. Vis-á-vis the company only those shareholders will be deemed entitled to attend the annual general meeting and to exercise voting rights who have furnished such proof. 3. Relevance of the record date to furnish proof of stock ownership The record date to furnish proof of stock ownership is decisive for the extent and the exercise of the right to attend the annual general meeting and to exercise voting rights. Vis-à-vis the company only those shareholders will be deemed entitled to attend the annual general meeting and to exercise voting rights who have furnished proof of their stock ownership on the record date. The right to attend or the extent to which voting rights may be exercised are determined solely by the stock ownership on the record date. Changes in stock owner- 4

5 ship after the record date are irrelevant. Expiration of the record date does not prohibit the sale and transfer of stock. Even if after the record date the stock is disposed of entirely or in part, stock ownership on the record date determines the right to attend and the extent to which voting rights may be exercised, i.e. the disposal of stock after the record date does not affect the right to attend or the extent of the right to exercise voting rights. Shareholders who do not own stock on but acquire stock only after the record date may attend the annual general meeting and exercise voting rights only if they are granted power of attorney or authorized to do so. The record date is not relevant for a possible right to receive dividends. III. Voting by Proxy Shareholders may not only exercise their voting rights at the annual general meeting themselves but may also exercise their voting rights by proxy, e.g. by the custodian depositary bank, a shareholders association or another person of their choice. Granting power of attorney, its revocation and proof of granting power of attorney vis-à-vis the company must be made in text form if the proxy is neither a bank nor a shareholders association nor any of the other equivalent institutions or persons pursuant to sec. 135 paras. 8 and 10 AktG. Text form is not required if power of attorney to exercise voting rights is granted to a bank, an equivalent institution or entity (sec. 135 para. 10, sec. 125 para. 5 AktG) or shareholders associations or persons as defined in sec. 135 para. 8 AktG. However, the proxy must keep permanent proof of the power of attorney. In addition, the power of attorney must be complete and may only contain declarations relating to the exercise of voting rights. We, therefore, kindly request shareholders wishing to grant power of attorney to a bank, a shareholders association or any other equivalent institution, entity or person as defined by sec. 135 AktG to coordinate with the proxy. The company provides the following address for shareholders to submit proof of power of attorney or its revocation: hauptversammlung@deutsche-steinzeug.de In addition, we offer our shareholders the possibility to have proxies appointed by the company represent them when the votes are cast. In order to do so, the proxies are to be granted power of attorney and given instructions for exercising the voting rights. The proxies are required to vote as instructed. Shareholders wishing to be represented by the proxies appointed by the company must grant power of attorney and give instructions for exercising the voting rights in text form to the proxies appointed by the company. A form for granting power of attorney and giving instructions will be forwarded along with the admission ticket. The completed forms for granting power of attorney and giving instructions must be received by the company (see item IV.2. below for postal address, fax number, and address) by no later than 11 June 2014, at 16:00 hours (CEST). When granting power of attorney to the proxies appointed by the company, registration and proof of stock ownership in due time according to the aforementioned provisions are required as well. 5

6 IV. Information concerning Shareholders Rights pursuant to sec. 122 para. 2, sec. 126 para. 1, sec. 127 and sec. 131 para. 1 AktG 1. Amendments to the agenda requested by a minority pursuant to sec. 122 para. 2 AktG Shareholders whose shareholdings amount to one-twentieth of the share capital or which represent an amount of the share capital equivalent to EUR 500, may request that items be added to the agenda and be published. Each new item shall be accompanied by an explanation or a draft proposal. Requests for additional agenda items must be received by the company in writing at least 30 days prior to the general meeting; the day of receipt and the day of the annual general meeting are to be excluded from this calculation. The latest possible date of receipt is 12 May 2014, 24:00 hours (CEST). Requests for additional agenda items are to submitted to the following address: Deutsche Steinzeug Cremer & Breuer Aktiengesellschaft Vorstand Servaisstraße D Alfter-Witterschlick Telefax: +49 (0) hauptversammlung@deutsche-steinzeug.de 2. Motions by shareholders pursuant to sec. 126 para. 1 AktG At the annual general meeting, every shareholder has the right to propose counter-motions, accompanied by the reasons for such motions, to proposals by the management board and supervisory board for specific agenda items. Counter-motions received by the company at least 14 days prior to the annual general meeting will be made available without undue delay at For the determination of this submission deadline, the date of receipt and the date of the annual general meeting are not to be counted. Therefore, counter-motions received by no later than 28 May 2014, 24:00 hours (CEST) are to be made available. The published counter-motions will include the shareholder s name, the reasons for the counter-motion, and possibly a comment thereon by the management. The address counter-motions are to be submitted to is as follows: Deutsche Steinzeug Cremer & Breuer Aktiengesellschaft Vorstand Servaisstraße D Alfter-Witterschlick Telefax: +49 (0) hauptversammlung@deutsche-steinzeug.de Counter-motions submitted to any other address will be disregarded. Counter-motions are effective only if submitted verbally at the annual general meeting. The right of every shareholder to submit counter-motions at the annual general meeting regarding the various agenda items without prior submission in due time to the company remains unaffectedt. 6

7 3. Election proposals by shareholders pursuant to sec. 127 AktG Pursuant to sec. 127 AktG, the preceding remarks on sec. 126 para. 1 AktG apply accordingly to proposals by shareholders on the election of the auditor (agenda item 6), without, however, the requirement of stating reasons for the proposal. The management board is not required to make an election proposal available if the proposal does not include the name, profession, and place of residence of the proposed auditor. 4. Shareholders right to information pursuant to sec. 131 para. 1 AktG At the annual general meeting, upon request every shareholder will be provided with information by the management board regarding the company s affairs, provided that such information is necessary for a proper assessment of the relevant agenda item. The duty to provide information includes the company s legal and business relations with any affiliate as well as the situation of the group of companies and any entity included in the consolidated financial statements. Under certain conditions (sec. 131 para. 3 AktG) the management board may refuse to provide information. A detailed description of these conditions is available at: 5. Further explanations Further explanations on the aforementioned shareholders rights pursuant to sec. 122 para. 2, sec. 126 para. 1, sec. 127 and sec. 131 para. 1 AktG are available at: Reference to the company s website Information and documents pursuant to sec. 124a AktG can be downloaded from the following website once this notice of the annual general meeting is published: Documents that are required to be made available will also be available during the annual general meeting. Any counter-motions, nominations of candidates for election and requests for items to be added to the agenda which are required to be made available will also be made available on the aforementioned website. Notice of this annual general meeting was published in the electronic Federal Gazette (elektronischer Bundesanzeiger) on 5. May 2014 and was forwarded for publication to those media that can be assumed to disseminate this information throughout the entire European Union. Alfter-Witterschlick, May 2014 Deutsche Steinzeug Cremer & Breuer Aktiengesellschaft The Management Board 7

8 Deutsche Steinzeug Cremer & Breuer AG D Bonn, Postbox 2540 Phone: +49 (0) Fax: +49 (0) info@deutsche-steinzeug.de Internet: