Neschen AG Bückeburg, Germany Security identification number ISIN DE

Transcription

1 Neschen AG Bückeburg, Germany Security identification number ISIN DE We hereby invite our shareholders to the general shareholder meeting of our company, which is taking place on Tuesday 18 November 2014, at 10am at the Deutsche Messe AG Exhibition ground/conference area hall 2/ Hanover, Germany Entry is from 9am. J 7 I. Agenda 1. Submission of the settled annual financial statement and management report of Neschen AG as well as the approved corporate financial statement and corporate management report for the 2013 financial year, the report of the supervisory board and the explanatory report of the management board on the information according to section 289 paragraphs 4 and 5, and section 315 paragraph 4 of the German Commercial Code. The aforementioned documents are made available on the company s Internet website at from the convening of the general meeting. The annual net loss of Neschen AG for 2013 financial year amounted to 6,923, Euro. The loss is carried forward to the new account. Page 1 of 10

2 In accordance with the legal provisions, no resolution is planned for this agenda point as the supervisory board has already approved the annual and corporate financial statement and, hence, approval by the general meeting does not apply. 2. Resolution over the dismissal of members of the management board for the 2013 financial year The management and supervisory board propose: The members of the management board are accorded dismissals for the 2013 financial year. It is intended to have the general meeting vote on the individual dismissal of members of the management board. 3. Resolution over the dismissal of members of the supervisory board for the 2013 financial year. The management and supervisory board propose: The members of the supervisory board are accorded dismissals for 2013 financial year. It is intended to have the general meeting vote on the individual dismissal of members of the supervisory board. 4. The appointment of auditor for financial year 2014 The supervisory board proposes: RTC Schütte Treuhand KG Wirtschaftsprüfungsgesellschaft/Steuerberatungsgesellschaft, Katharinenstraße 5, Bremen, is appointed as auditor for the 2014 financial year. Page 2 of 10

3 5. Resolution over the choice of supervisory board members In accordance with section 95 paragraph 1 sentence 1, section 96 paragraph 1 AktG (inclusive), section 7 paragraph 1 of the regulations, the supervisory board of Neschen AG comprises three members who are elected by the general meeting. The general meeting is not bound by nominations. The vote takes place for the period up to the end of the general meeting, which resolves over the dismissal of the supervisory board for the fourth financial year after the beginning of the term of office, whereby the financial year in which the term of office begins is not counted. The supervisory board proposes to vote individually on three of the following five supervisory board candidates: a) Mr Robert Gärtner, management board chair of INTERSCHALT maritime systems AG, Schliersee Mr Gärtner is a member of the following statutory supervisory boards or domestic and foreign control panels of private enterprises: CDI Concepts Development Integration AG, Dortmund b) Mr Bernd Capellen, managing partner of Capellen & Partner GmbH, Haan Mr Capellen is a member of the following statutory supervisory boards or comparable domestic and foreign control panels of private enterprises: gte Holding AG, Stahnsdorf (chair of the supervisory board), gte Brandschutz AG, Stahnsdorf (chair of the supervisory board) c) Mr Joachim Koolmann, managing partner of koolmann corporate finance ltd., London Page 3 of 10

4 d) Dr Wolfgang Riehle, independent business consultant, Wertingen Dr Riehle is a member of the following statutory supervisory boards or comparable domestic and foreign control panels of private enterprises: medovent GmbH, Mainz (member of the advisory board) e) Dr Stefan Weniger, managing director of hww Unternehmensberater GmbH, Berlin II. Further information relevant to the convening of the meeting 1. Total number of shares and voting rights At the time of convening the general meeting, the stock capital of the company amounts to 13,125, Euro and is divided into 13,125,000 shares. The number of shares that grant voting rights, i.e. the total number of shares minus the shares held by the company or attributable to section 71d AktG at the time of the convening of the meeting, currently amounts to 13,125,000 shares. 2. The conditions for participation in the general meeting and the exercise of voting rights Shareholders who take place in the general meeting or who wish to exercise their voting right, must, in accordance with section 19 of the company regulations, register before the general meeting and verify their right to participate in the general meeting and exercise the voting right. The explicit, written (section 126b of the German Civil Code) verification of share ownership by the depositary credit institution suffices as proof. Registration and proof of voting right must be effected in German or English and be submitted to the company at least six days before the general meeting, i.e. before the end of 11 November 2014, at the following address: Page 4 of 10

5 Neschen AG c/o Deutsche Bank AG Securities Production - General Meetings - P.O. Box Frankfurt am Main, Germany Telefax: +49 (0) [email protected] Proof of share ownership must apply to the beginning of the 21st day of the general meeting, i.e. 28 October 2014, (record date). In relation to the company, participation in the general meeting and exercise of the voting right is only applicable to shareholders who have provided proof. The right to participation in the general meeting and the range of the voting right exclusively accords to share ownership on the record date, in addition to the required registration. No barrier is tied to the disposal of shares on the record date. Additionally, in the event of full or partial disposal of share ownership after the record date, only the share ownership of the shareholder on the record date is relevant for the participation and voting right, i.e. the disposal of shares after the record date have no effect on the right to participate or exercise the voting right. The following applies to the acquisition of shares after the record date. Persons who do not yet own any shares on the record date and then later become shareholders are not eligible to participate or vote. The record date is also not a relevant date for any dividend entitlement. Upon receival of the registration and proof of share ownership at the company, the shareholder will be sent entry tickets for the general meeting. We ask our shareholders to take care of registration and to submit proof of share ownership to the company early, and recommend them to contact their depositary credit institution as soon as possible. 3. Procedure for casting votes/voting by proxy The shareholder can also exercise their right to vote in the general meeting via an authorised person or entity, e.g. a depositary bank, a shareholders union or a person of their choice. In addition, in the case of using an authorised person/entity, timely registration and proof of share ownership in accordance with the preceding conditions are required. Should the shareholder authorise more than one person, the company has the right, in accordance with section 134 paragraph 3 sentence 2 AktG, to decline one or more of these persons. Page 5 of 10

6 The granting of the power of attorney, its revocation and proof to the company require the written form (section 126b of the German Civil Code), providing a credit institution, a shareholders union or another person as defined in section 135 AktG does not request their authorisation in another form. We note that the aforementioned credit institutions, shareholders unions or other persons in terms of section 135 AktG may possibly request a particular form of power of attorney because they must retain the power of attorney for possible verification in accordance with section 135 AktG. Please agree beforehand on the possible form of power of attorney if you wish to authorise a credit institution, a shareholders union or another person as defined in section 135 AktG. A form that can be used for the granting of power of attorney is available on the reverse side of the entry ticket which is sent to the shareholder after the correct and timely registration as defined above. This is also available to download at The proof of granted authorisation can be provided by the authorised person on the day of the general meeting at the meeting venue. Furthermore, the proof of authorisation and the revocation of the persons with power of attorney can be supplied to the company at the following address, fax number or address: Neschen AG Investor Relations Hans-Neschen-Str Bückeburg, Germany Telefax: +49 (0) [email protected] Shareholders may also be represented by proxy voting representatives nominated by the company. Moreover, in the case of the authorisation of proxy voting representatives, a timely registration and proof of share ownership are required. Proxy voting representatives are obligated to vote as instructed. The proxy voting representatives are not permitted to any discretionary powers when exercising the right to vote. The company's proxy voting representatives shall not accept any powers of attorney for filing objections to shareholder resolutions, for exercising the right to speak and ask questions or for producing applications. The shareholders will receive a form that can be used for the power of attorney and instruction of proxy voting representatives of the company, together with the entry ticket, which is sent after correct and timely registration. This form is also available to download at The granting of power of attorney, its revocation and the proof of Page 6 of 10

7 authorisation to the company require the written form. Powers of attorney for the proxy voting representatives under granting of expressed instructions can be issued by no later than 16 November 2014, 24:00, at the following address: Neschen AG c/o ITTEB GmbH & Co. KG Vogelanger Scheuring, Germany or by telefax: +49 (0) Shareholders are asked to use the corresponding form for the granting of power of attorney and instructions to the proxy voting representatives nominated by the company, which will be send together with the entry ticket. Moreover, we allow correct and timely registered shareholders, shareholder representatives or their authorised persons who attend the general meeting to also authorise the proxy voting representatives of the company during the general meeting with the instructed exercise of the right to vote. We additionally offer our shareholders the service of authorising the company s proxy voting representatives at the Internet website where they can also issue their instructions. To use the Internet-supported authorisation platform you require a PIN which is printed on the entry ticket sent to you after successfully registering. In the same way, you can also change or revoke your instructions. In the event a shareholder sends instructions for the same share via post or fax and via the authorisation platform, the instructions submitted via the Internet platform are given priority. Shareholders will receive further information regarding the granting of power of attorney and the submission of instructions together with the entry ticket. 4. Information regarding the rights of shareholders in accordance with section 122 paragraph 2, section 126 paragraph 1, section 127, section 131 paragraph 1 AktG Page 7 of 10

8 a) Supplementary motions in accordance with section 122 paragraph 2 AktG Shareholders whose total shares equate to 5% of the basis capital or a sum of 500,000 euros, are able to request, in accordance with section 122 paragraph 2 AktG, that items are placed on the agenda and made known. Each new item must must be accompanied by a justification or a resolution. Supplementary motions are to be directed in writing to the management board of the company Neschen AG Management Board Hans-Neschen-Str Bückeburg, Germany and must be received by the company at least 30 days before the general meeting; the day of receipt and the day of the general meeting are not to be counted as part of the 30 day notice period. The last possible date for receival is 18 October 2014 (24:00). Supplementary motions submitted thereafter will not be considered. b) Counter motions and election proposals in accordance with section 126 paragraph 127 AktG Every shareholder has the right, in accordance with section 126 paragraph 1 AktG, to forward counter motions to resolution proposals to the points of the agenda. In the event the counter motions are to be made accessible by the company, they must be directed to the following address no later than 14 days prior to the general meeting, i.e. by 3 November 2014 (24:00): Neschen AG - Investor Relations Hans-Neschen-Straße 1, Bückeburg Telefax +49 (0) [email protected] Ulterior addressed counter motions and election proposals will not be made accessible. Subject to section 126 paragraph 2 and 3 AktG, we will publish the motions that are to be made accessible online at including the name of the shareholder and the justification as well as any statements by management. Page 8 of 10

9 The company may refrain from publishing a counter motion and its justification in accordance with the provisions of section 126 paragraph 2 AktG, if, for instance, the counter motion would lead to a resolution of the general meeting contrary to the law or the regulations. A justification does not need to be made accessible if it includes more than 5,000 characters in total. The regulations apply, in accordance with section 127, to the proposal of a shareholder in the selection of supervisory board members and auditors correspondingly. Such a proposal does not have to be justified. In addition to the reasons defined in section 126 paragraph 2 AktG, the management board is not required to make an election proposal, among other items, accessible if the proposal does not contain the name, profession and place of residence of the nominee. The right of any shareholder to place counter motions to the various agenda points during the general meeting, even without prior notification to the company, remains intact. We note that counter motions that are directed to the company in a timely manner will only find observance in the general meeting once they are placed there orally. c) Right of access in accordance with section 131 paragraph 1 AktG When requested by the management board, every shareholder and shareholder representative in the general meeting must provide disclosure of company affairs, including the legal and commercial relationships with associated firms, as well as regarding the state of the company and the firms noted in the corporate financial statement, providing it is required for the appropriate assessment of the agenda item. Requests for information in the general meeting are to be made orally as part of the debate. The information must comply with the principles of a diligent and accurate account. In accordance with the provisions defined in section 131 paragraph 3 AktG, the management board is permitted to refuse disclosure. 5. Information regarding the company website This invitation to the general meeting, the documents to be made accessible in accordance with section 124a AktG, proposals of shareholders, further remarks regarding the Page 9 of 10

10 aforementioned shareholder rights and further information about the general meeting are available on the Internet website of the company at The resolution results will be announced after the general meeting on the same website. Bückenburg, October 2014 Neschen AG Management Board Page 10 of 10