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  • Invitation

    to the annual shareholders meeting

    ISIN DE0005550602 and ISIN DE0005550636

    Drgerwerk AG & Co. KGaA

    Lbeck, Germany

    We invite our shareholders to the

    annual shareholders meeting

    to be held at 10.00 am on Wednesday, April 27, 2016, at the Lbeck Musik- und

    Kongresshalle, Willy-Brandt-Allee 10, 23554 Lbeck, Germany.

    I. Agenda

    1. Presentation of the single entity financial statements of Drgerwerk AG & Co. KGaA as of December 31, 2015, as approved by the Supervisory Board; the group

    financial statements as of December 31, 2015, as approved by the Supervisory

    Board; the combined management report for Drgerwerk AG & Co. KGaA and the

    Group; the voluntary report of the general partner on the disclosures pursuant to

    Sec. 289 (4) and 315 (4) of the HGB (Handelsgesetzbuch; German Commercial

    Code), the report of the Supervisory Board and the report of the Joint Committee;

    resolution on the approval of the single entity financial statements of Drgerwerk

    AG & Co. KGaA as of December 31, 2015.

    The general partner and the Supervisory Board propose the approval of the financial

    statements of Drgerwerk AG & Co. KGaA as of December 31, 2015 in the form

    presented, which show a net earnings of EUR 365,975,972.86.

    The documents presented concerning item 1 of the agenda are available for review on the

    Company website at www.draeger.com/hvf from the date of the convocation of the annual

    shareholders meeting. The same applies to the proposal of the general partner on the

    http://www.draeger.com/hvf
  • appropriation of the net earnings. The documents will also be available and will be verbally

    explained at the annual shareholders meeting on April 27, 2016.

    With the exception of the resolution on the approval of the annual financial statements

    pursuant to Sec. 286 (1) Sentence 1 of the AktG (Aktiengesetz; German Companies Act),

    no other resolution of the annual shareholders meeting on item 1 of the agenda is planned.

    The Supervisory Board has approved the group financial statements pursuant to Sec. 171

    AktG. There are no conditions pursuant to Sec. 173 (1) AktG under which the annual

    shareholders meeting has to pass a resolution on the approval of the group financial

    statements. A resolution on the appropriation of net earnings is part of item 2 on the

    agenda.

    2. Resolution on the appropriation of net earnings of Drgerwerk AG &

    Co. KGaA

    Net earnings for fiscal year 2015 amount to EUR 365,975,972.86.

    The general partner and the Supervisory Board propose the following appropriation of net

    earnings: Dividend distribution of EUR 0.19 per preferred share eligible for a dividend

    - in total EUR 1,444,000.00 EUR 0.13 per ordinary share eligible for a dividend

    - in total EUR 1,320,800.00

    The remaining amount of EUR 363,211,172.86 is carried forward to new account.

    The basis for the resolution proposed above is the share capital of the Company, which is

    divided into 7,600,000 preferred shares eligible for a dividend (ISIN DE0005550636) and

    10,160,000 ordinary shares eligible for a dividend (ISIN DE0005550602). The number of

    shares eligible for a dividend may change up to the time of the annual shareholders meeting.

    In this event, an appropriately adjusted proposal on the appropriation of the net earnings is

  • distributed to the annual shareholders meeting, which will provide for an unchanged dividend

    of EUR 0.19 per eligible preferred share and EUR 0.13 per eligible ordinary share, but an

    appropriately adjusted profit carryforward to new account.

    The dividend is payable on April 28, 2016.

    3. Resolution on the approval of the actions of the general partner in fiscal year 2015

    The general partner and the Supervisory Board propose the approval of the actions of the

    general partner in fiscal year 2015.

    4. Resolution on the approval of the actions of the Supervisory Board in fiscal year 2015

    The general partner and the Supervisory Board propose the approval of the actions of the

    Supervisory Board members in fiscal year 2015.

    5. Selection of the auditor for the single entity and group financial statements 2016 and

    the auditor for any audit review of the half-yearly financial report and of any additional

    financial information during the year that may be performed

    Based on the recommendation of its Audit Committee, the Supervisory Board proposes

    selecting PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprfungsgesellschaft,

    Hamburg, Germany, as the auditor for the single entity and group financial statements for fiscal

    year 2016 and the auditor for any audit review of the half-yearly financial reports and of the

    interim management reports of the half-yearly financial reports and of any additional financial

    information during the year that may be performed pursuant to Sec. 37w (7) of the WpHG

    (Wertpapierhandelsgesetz; Securities Trading Act) for fiscal years 2016 and 2017 if these are

    prepared prior to the annual shareholders meeting in fiscal year 2017.

    6. Resolution on the cancellation of the existing authorized capital pursuant to article 6 (4)

    of the articles of association and creation of new authorized capital with the option of

    excluding subscription rights as well as the related amendment of the articles of

    association

  • The authorization approved by the annual shareholders meeting of the Company on May 6,

    2011 to increase the share capital (authorized capital) has not been exercised to date and will

    expire on May 5, 2016. In order to provide the Company with the possibility also in the future of

    covering its financial requirements quickly and flexibly by using authorized capital, the

    Company shall be issued a new authorization to increase the share capital with the approval of

    the Supervisory Board. It shall relate to the issue of ordinary and/or preferred shares and shall

    be subject to a time limit of five years.

    The general partner and the Supervisory Board propose the following resolution:

    a) Cancellation of the existing authorized capital

    The authorization of the general partner adopted by the annual shareholders meeting of the

    Company on May 6, 2011 under item 9 of the agenda at that time to increase the share capital

    in accordance with article 6 (4) of the articles of association (Authorized capital) is, if no use

    has been made of it up to that point, cancelled upon the entry into effect of the new

    authorization to increase the share capital provided below under b) and upon registration in the

    companies register of the amendment to the articles of association provide for below under c).

    b) Creation of new authorized capital

    The general partner is authorized to increase the share capital, subject to the approval of the

    Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer

    ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or

    contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The

    authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139

    (2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which

    shall carry the same status as the previously issued non-voting preferred shares in the

    distribution of profits and/or the assets of the Company.

    Shareholders shall be granted a subscription right, unless this is excluded for the reasons

    stated below. The subscription right can also be granted to the shareholders in such a way that

  • the new shares are acquired by one or more financial institutions or companies within the

    meaning of Sec. 186 (5) Sentence 1 AktG specified by the general partner with the obligation

    to offer them to the shareholders for purchase (indirect subscription right).

    If ordinary and preferred shares are issued at the same time while the shareholding ratio of the

    two classes of shares at the time of the relevant issue is maintained, the general partner shall

    be authorized, subject to the approval of the Supervisory Board, to exclude the right of holders

    of one share class to subscribe for the other class of shares (crossed exclusion of subscription

    rights). Also in this case, the general partner is entitled to exclude further subscription rights

    under the terms of the regulations stated below.

    The general partner is further authorized, subject to the approval of the Supervisory Board, to

    exclude the subscription rights of the shareholders:

    (i) in order to compensate for any fractional amounts;

    (ii) if the shares are issued in exchange for contributions in kind, especially in the context of

    company mergers or the acquisition of companies, business units or equity interests in

    companies or of other assets or of claims to the acquisition of other assets, including

    receivables from the Company or from companies controlled by it within the meaning of Sec.

    17 AktG;

    (iii) if the shares of the Company are issued in exchange for cash and the issue price per share

    does not significantly fall below the stock market price of an essentially similarly structured,

    already listed share of the same class at the time the shares are issued. The exclusion of the

    subscription

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