DVB Bank SE Invitation to the Annual General Meeting on 25 June 2015

Transcription

1 Frankfurt/Main, Germany German Securities Code (WKN): ISIN: DE Invitation to the Annual General Meeting on 25 June 2015 We hereby invite our shareholders to attend the Annual General Meeting held on Thursday, 25 June 2015, at 10:00 a.m. at the German National Library (Deutsche Nationalbibliothek), Adickesallee 1, Frankfurt/Main, Germany. 1

2 Agenda 1 Presentation of the confirmed financial statements (in accordance with the German Commercial Code Handelsgesetzbuch, HGB) and the management report of for the 2014 business year, including the explanatory report of the Board of Managing Directors regarding the information under section 289 (4) and (5) of the HGB, as well as the report of the Supervisory Board for the 2014 business year Presentation of the approved consolidated financial statements (in accordance with IFRS) and the group management report for the 2014 business year, including the explanatory report of the Board of Managing Directors regarding the information under section 315 (4) of the HGB, as well as the report of the Supervisory Board for the 2014 business year 2 Passing of a resolution on the appropriation of net retained profit for the 2014 business year 3 Passing of a resolution on the formal approval of the members of the Board of Managing Directors for the 2014 business year 4 Passing of a resolution on the formal approval of the members of the Supervisory Board for the 2014 business year 5 Passing of a resolution on the appointment of the external auditors for the 2015 business year 6 Passing of a resolution on the new elections to the Supervisory Board 2

3 Proposals for Resolution Re: Item 1 of the agenda Presentation of the confirmed financial statements (in accordance with the German Commercial Code Handelsgesetzbuch, HGB) and the management report of for the 2014 business year, including the explanatory report of the Board of Managing Directors regarding the information under section 289 (4) and (5) of the HGB, as well as the report of the Supervisory Board for the 2014 business year Presentation of the approved consolidated financial statements (in accordance with IFRS) and the group management report for the 2014 business year, including the explanatory report of the Board of Managing Directors regarding the information under section 315 (4) of the HGB, as well as the report of the Supervisory Board for the 2014 business year In accordance with section 172 sentence 1 of the German Public Limited Companies Act (Aktiengesetz AktG), the Supervisory Board approved the annual financial statements prepared by the Board of Managing Directors on 4 March 2015; the financial statements have thus been confirmed. The Supervisory Board approved the consolidated financial statements prepared by the Board of Managing Directors on 26 March The passing of a resolution on this agenda item is therefore not required. Said documents, including the proposal of the Board of Managing Directors regarding the appropriation of net retained profit, which is included in the group management report, are available for download on the Company's website > English > Investors > Publications > Financial reports. They are also available for inspection by shareholders at the Company's premises, from the time of convening the Annual General Meeting, during business hours (09:00 a.m. to 5:00 p.m. CET): Group Corporate Communications Ms Elisabeth Winter Platz der Republik Frankfurt/Main, Germany By contacting this address, shareholders may also request that these documents be forwarded to them, free of charge and without delay. The above documents will also be available at the Annual General Meeting. 3

4 Re: Item 2 of the agenda Passing of a resolution on the appropriation of net retained profit for the 2014 business year The Board of Managing Directors and the Supervisory Board propose the following resolution: The net retained profit of for the 2014 business year of 27,880, shall be used in full to pay a dividend of 0.60 per no-par value share entitled to dividend payments. To the extent that the Company holds treasury shares at the time of the Annual General Meeting, that portion of the net retained profit that relates to any such treasury shares will be transferred to retained earnings. Re: Item 3 of the agenda Passing of a resolution on the formal approval of the members of the Board of Managing Directors for the 2014 business year The Board of Managing Directors and the Supervisory Board propose that formal approval be granted, for the 2014 business year, for the members of 's Board of Managing Directors who were in office during that period. Re: Item 4 of the agenda Passing of a resolution on the formal approval of the members of the Supervisory Board for the 2014 business year The Board of Managing Directors and the Supervisory Board propose that formal approval be granted, for the 2014 business year, for the members of 's Supervisory Board who were in office during that period. Re: Item 5 of the agenda Passing of a resolution on the appointment of the external auditors for the 2015 business year In accordance with the proposal by the Audit Committee, the Supervisory Board proposes to adopt the following resolution: Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall be appointed as external auditors of both the annual financial statements and the consolidated financial statements of for the 2015 business year. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall also be appointed as the auditors for any review of (i) condensed financial statements and the interim management report (pursuant to sections 37w (5) and 37y no. 2 of the German Securities Trading Act (WpHG)) as at 30 June 2015; and (ii) interim financial statements and interim consolidated financial statements (pursuant to sections 340a (3) and 340 i (4) of the HGB) prepared prior to the Annual General Meeting held in

5 Re: Item 6 of the agenda Passing of a resolution on the new elections to the Supervisory Board Dr Peter Klaus retired from his office as a member of the Supervisory Board of, with effect from 31 October 2014, for personal reasons. Furthermore, upon the close of the Annual General Meeting on 25 June 2015, Dr Klaus Nittinger will retire from the Supervisory Board of, for reasons of age. This requires the election of new members of the Supervisory Board. The Supervisory Board of is made up of nine members (comprising six shareholder representatives and three employee representatives) in accordance with (i) Article 40 (2) and (3) of EC Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European company (SE), (ii) section 17 of the German SE Implementing Act (SE- Ausführungsgesetz), (iii) section 21 (3) of the German Act on the Participation of Employees in a European company (SE-Beteiligungsgesetz), (iv) clause 19 of the agreement on the participation of employees in of 7/19 August 2008 (hereinafter referred to as the Co-Determination Agreement ) and (v) Article 11 (1) of the Company s Memorandum and Articles of Association. The General Meeting resolves, pursuant to Article 11 (1), sentence 2 of s Memorandum and Articles of Association, solely on the election of the six shareholder representatives, as the Co-Determination Agreement provides that the three employee representatives be elected directly by the SE works council, rather than by the General Meeting. With regard to elections of shareholder representatives to the Supervisory Board, the General Meeting is not bound by nominations. In accordance with the recommendation by the Nomination Committee, the Supervisory Board proposes to adopt the following resolution: The following persons are appointed as members of 's Supervisory Board, succeeding retiring members Dr Peter Klaus and Dr Klaus Nittinger, for a term of office ending at the conclusion of the Annual General Meeting which resolves on the formal approval (Entlastung) of the Supervisory Board for the 2018 business year: Dr Peter Jansen, Hamburg, Germany Member of the Executive Board of Lufthansa Technik AG, Hamburg, Germany Mrs Ulrike Donath, Cologne, Germany Freelance mediator for business and family mediation and former Head of Consolidated Financial Statements main department of Deutsche Lufthansa AG, Cologne, Germany It is intended to carry out the election of members to the Supervisory Board at the General Meeting by way of individual polls. Both candidates are independent and possess the requisite expertise in the areas of accounting or auditing as defined in section 100 (5) of the AktG. 5

6 Supplementary information to agenda item no. 6, pursuant to section 125 (1) sentence 5 of the AktG, concerning the candidates nominated for election to the Supervisory Board The persons nominated for election to the Supervisory Board under agenda item 6 are members of a statutory supervisory board (indicated by "a)"), or a similar governing body within Germany or abroad (indicated by "b)"), of the companies or enterprises listed below: Dr Peter Jansen, Hamburg, Germany Member of the Executive Board of Lufthansa Technik AG, Hamburg, Germany: a) none b) Chairman of the Board of Directors of Lufthansa Technik Logistik GmbH, Hamburg, Germany Chairman of the Board of Directors of Lufthansa Technik A.E.R.O. Alzey GmbH, Alzey, Germany Member of the Supervisory Board of Lufthansa Technik Philippines Inc., Manila, Philippines Chairman of the Board of Directors of Lufthansa Technik Airmotive Ireland Leasing Ltd, Dublin, Ireland Chairman of the Board of Directors of Lufthansa Technik Airmotive Ireland Holding Ltd, Dublin, Ireland On the date of the General Meeting, Dr Peter Jansen will hold the following office only: Member of the Supervisory Board of Lufthansa Technik Philippines Inc., Manila, Philippines Ms Ulrike Donath, Cologne, Germany Freelance mediator for business and family mediation and former Head of Consolidated Financial Statements main department of Deutsche Lufthansa AG, Cologne, Germany a) none b) Member of the Supervisory Board of ÖLH Österreichische Luftverkehrs-Holding-GmbH, Vienna, Austria Member of the Supervisory Board of Austrian Airlines AG, Vienna, Austria 6

7 More information on the Annual General Meeting 1 Documents; reference to the Company website As from the date of convening the Annual General Meeting, the documents to be made available to the Meeting, together with the contents of the notice convening the Meeting (including an explanation if no resolution is required to be passed on an agenda item, as well as the total number of shares and voting rights at the time convening the General Meeting), a proxy form and further information related to the Annual General Meeting, including more detailed explanations on shareholder rights pursuant to sections 122 (2), 126 (1), 127 and 131 (1) of the AktG as well as any requests for amendments to the agenda, or motions and nominations submitted by shareholders which may need to be made available, are accessible on the Company's website: > English > Investors > General meeting. After the Annual General Meeting, the voting results will also be published on the same website. 2 Specification of the total number of shares and voting rights pursuant to section 30b (1) no. 1 of the WpHG At the time of convening the General Meeting by publishing a notice in the German Federal Gazette (Bundesanzeiger), a total of 46,467,370 no-par value bearer shares (Stückaktien) with 46,467,370 voting rights were in issue. Of the total number of shares issued, 724,519 are held by as treasury shares at the time of convening this General Meeting. As long as they are held by, treasury shares do not convey any voting rights. Therefore, at the time of convening the General Meeting, 45,742,851 shares were eligible to vote at the General Meeting. 3 Requirements for attendance to the General Meeting and the exercise of voting rights (including the record date pursuant to section 123 (3) sentence 3 of the AktG and its meaning) In accordance with Article 23 (1) of the Memorandum and Articles of Association, those shareholders who register for this purpose prior to the General Meeting and provide the Company with evidence of their shareholding are entitled to attend and to vote at the General Meeting. Evidence of their shareholding must be provided by way of a confirmation in text form (in accordance with section 126b of the German Civil Code (BGB)) which must be issued in German or English by the custodian institution and must refer to the beginning of 4 June 2015 (00:00 CEST the "record date"). Only those shareholders who have provided proof of their shareholdings will be deemed a shareholder of the Company for the purposes of attending the Annual General Meeting and exercising their voting rights. The Company shall be entitled to demand suitable additional evidence in the case of doubt regarding the correctness or authenticity of a record submitted. Where no such evidence is provided, or evidence is not provided in an appropriate form, the Company may deny the shareholder attendance to the Meeting. 7

8 The right to attend the Annual General Meeting and the extent of voting rights depend solely on the shareholding in existence as at the record date. However, this record date does not in any way restrict the disposability of shareholdings. Even where a shareholding is sold, in whole or in part, after the record date, the right to attend the Annual General Meeting and the number of voting rights will be based solely on the shareholding of the relevant shareholder as at the record date. This means that the disposal of shares after the record date does not in any way affect the right to attend the Annual General Meeting or the number of voting rights. The same applies to the initial or further acquisition of shares after the record date. Anyone who does not own Company shares at the record date, but only becomes a shareholder of the Company afterwards, may only attend and vote at the Annual General Meeting to the extent that they have been authorised by the previous shareholder to act as a proxy, or to otherwise exercise shareholder rights. The record date has no bearing on dividend rights. Registration to attend the Annual General Meeting and evidence of the shareholding must be received by the Company no later than the end of 18 June 2015 (12:00 a.m. CEST) at the following address: Computershare Operations Center Munich, Germany Fax: anmeldestelle@computershare.de Following receipt of registration and proof of shareholding by the Company at the address shown above, admission tickets for the Annual General Meeting will be forwarded to the shareholders however, these do not constitute a requirement for admission to the Annual General Meeting. 4 Voting procedure/voting by proxy Shareholders may exercise their voting right and other rights through a proxy, which may be a bank, a shareholders' association, a proxy appointed by the Company, or by another third party. Compliance with the deadlines for registration to attend the Annual General Meeting and for submission of evidence of the shareholding (as set out above) is also required in these cases. If a shareholder appoints several persons as proxies, the Company is entitled to reject one or several of these proxies. Pursuant to section 134 (3) sentence 3 of the AktG, the granting of a voting proxy, its revocation and the submission of proof thereto vis-à-vis the Company must be in text form. This will not apply if a credit institution, a shareholders' association or any other individual or entity of equivalent standing under section 135 (8) and (10) of the AktG are authorised to act as a proxy in which case the law and the Company s Memorandum and Articles of Association do not require text form. It should be noted that the institutions or individuals to be authorised may request that they be issued with a specific form of proxy in these cases, as section 135 (1) sentence 2, 135 (8) and (10) of the AktG require them to record any proxy in a verifiable manner. In these cases, please contact your proxy to agree upon an acceptable form of proxy. The granting of the voting proxy may be effected vis-à-vis the proxy or the Company. 8

9 Proof of proxy authorisation may be provided by the proxy handing over proof of the proxy (e.g. the original proxy document, or a copy thereof) at the entrance to the Annual General Meeting. Alternatively, proof of proxy authorisation may be sent, by post or fax, to the following address: Group Corporate Communications Ms Elisabeth Winter Platz der Republik Frankfurt/Main, Germany Fax: The Company offers that proof of proxy authorisation may be sent electronically, by sending an to dvbbank-hv2015@computershare.de. The options of transfer are also available where it is intended to grant a proxy to the Company; in this case, separate proof of proxy will not be required. Similarly, the Company may also be notified (or evidence provided) of the revocation of an existing proxy via one of the above transfer channels. Proof of proxy authorisation granted during the Annual General Meeting may be provided by the shareholder by presenting, for example, the original proxy document at the exit from the Annual General Meeting. Where the granting or the revocation of a proxy is made by way of a declaration vis-à-vis the Company by regular mail, or where proof of proxy is provided to the Company by regular mail, for organisational reasons on the part of the Company, the Company must receive such declaration no later than by 24 June 2015 (date of receipt in the Company's mail room). Transmission of such documents to the Company by fax or is still possible on the day of the Annual General Meeting. Shareholders wishing to appoint a proxy should use the proxy form provided by the Company for this purpose. This form will be forwarded to duly registered persons together with the admission ticket and can be requested from the address set out above for submission of proof of proxy authorisation, either by regular mail, fax or . In addition, proxy forms may be downloaded from the Company's website on > English > Investors > General Meeting. 9

10 As in the previous years, the Company offers its shareholders the opportunity to authorise proxies, nominated by the Company and bound by the relevant shareholder s instructions, prior to the Annual General Meeting. Shareholders wishing to appoint the proxies appointed by the Company require an admission ticket to the Annual General Meeting; this includes a form which can be used to authorise proxies and to issue voting instructions. To ensure timely receipt of the admission ticket, shareholders should request them from their custodian bank at their earliest convenience. Shareholders authorising proxies appointed by the Company must issue instructions on how they wish their votes to be cast. Failure to give instructions will render the proxy void. Proxies are under an obligation to cast votes in line with the instructions given. Further details on how to authorise the proxies appointed by the Company are provided on the admission ticket that will be sent to shareholders. The corresponding information is also available on > English > Investors > General meeting. 5 Information on shareholder rights pursuant to Article 56 sentences 2 and 3 of Regulation (EC) No. 2157/2001 (SE Regulation) and section 50 (2) of the German SE Implementation Act (SE-Ausführungsgesetz SEAG) in conjunction with sections 122 (2), 126 (1), 127, 131 (1) of the AktG a) Extension of the agenda pursuant to Article 56 sentences 2 and 3 of the SE Regulation, section 50 (2) of the SEAG, and section 122 (2) of the AktG Shareholders whose combined shareholdings add up to a 5% share in the registered share capital, or a proportional amount of shares amounting to 500,000 (rounded down, this equates to 195,583 shares), may request that certain items be included in the agenda and communicated (section 122 (2) of the AktG). Each new item to be added to the agenda must be accompanied by an explanation or a proposal. Said application must be addressed, in writing, to the Board of Managing Directors, and must be received no later than 25 May 2015 (12:00 a.m. CEST). Shareholders are requested to use the following address for sending such applications: The Board of Managing Directors Group Corporate Communications Ms Elisabeth Winter Platz der Republik Frankfurt/Main, Germany Amendments to the agenda that require communication (unless they were already communicated at the time of convocation) must be published, without undue delay following receipt of the request, in the Federal Gazette and in such other media that can be assumed to distribute information throughout the entire European Union. In addition, they are also made available on the internet on > English > Investors > General meeting, and communicated to the shareholders in accordance with section 125 of the AktG. 10

11 b) Motions and nominations pursuant to Article 56 sentences 2 and 3 of the SE Regulation, section 50 (2) of the SEAG, and sections 126 (1) and 127 of the AktG Shareholders may lodge counter-proposals to the proposals submitted by the Board of Managing Directors or the Supervisory Board, and submit nominations for the appointment of external auditors or members of the Supervisory Board. Any such counter-proposals must also state their reasons; nominations for elections do not require any substantiation. Counter-proposals to the agenda, and nominations may only be sent to the following address: Group Corporate Communications Ms Elisabeth Winter Platz der Republik Frankfurt/Main, Germany Fax: HV2015@dvbbank.com Any counter-proposals and nominations received by the Company at the aforementioned address by no later than the end of 10 June 2015 (12:00 a.m. CEST) will be made available subject to the additional requirements set out in sections 126 and 127 of the AktG on the Company's website, on > English > Investors > General meeting, including the shareholder's name and (if applicable) the rationale behind the application. Any comments or statements by management will be published on the same website. Even those counter-proposals or nominations submitted in good time will only be taken into consideration for the passing of resolutions if they are made or presented orally during the General Meeting. During the Annual General Meeting, shareholders may table counterproposals or submit nominations without having sent them previously. c) Right to disclosure pursuant to Article 56 sentences 2 and 3 of the SE Regulation, section 50 (2) of the SEAG, and section 131 (1) of the AktG At the Annual General Meeting, every shareholder or shareholder representative may request information from the Board of Managing Directors regarding the Company's affairs, its legal and business relationships with affiliated companies and the situation of the Group and the companies within the Group's scope of consolidation, provided that such information is necessary to make a reasonable assessment of the relevant agenda item. Disclosure requests at General Meetings must generally be made verbally during the debate. d) Further explanations concerning shareholders' rights Further information on shareholder rights pursuant to sections 122 (2), 126 (1), 127 and 131 (1) of the AktG can be viewed on the Company's website, on > English > Investors > General meeting. Frankfurt/Main, May 2015 THE BOARD OF MANAGING DIRECTORS 11