Annual General Meeting |
Invitation to the General Meeting of Shareholders 2011
The General Meeting of Shareholders of SIMONA Aktiengesellschaft, 55606 Kirn, will take place on
Friday, 1 July 2011, at 11:00 a.m. and will be held at Gesellschaftshaus der Stadt Kirn,
Neue Straße 13, in 55606 Kirn, Germany.
Agenda
| 1. |
Submission of the adopted financial statements and consolidated financial statements for
the 2010 financial year, submission of the management report of SIMONA AG as well as the Group
management report, together with the explanatory report of the Management Board in respect of
disclosures required under Section 289(4), Section 315(4) of the German Commercial Code
(Handelsgesetzbuch) as well as the report by the Supervisory Board for the 2010 financial year
The aforementioned documents will be made accessible and explained at the General Meeting of Shareholders. They can be viewed on the Internet at www.simona.de in the Investor Relations section. On 28 April 2011, the Supervisory Board approved the financial statements and consolidated financial statements prepared by the Management Board. The financial statements are thereby adopted. Therefore, no resolutions will be required by the General Meeting of Shareholders with regard to this item on the agenda. |
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| 2. |
Resolution concerning the appropriation of distributable profit ("Bilanzgewinn" -
unappropriated surplus)
The Management Board and the Supervisory Board propose that the unappropriated surplus of €10,281,999.09, as disclosed in the financial statements, shall be used as follows: a) Payment of a dividend of €6.50 per share to be distributed on 4 July 2011: €3,900,000.00 b) Amount to be carried forward to new account: €6,381,999.09 |
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| 3. |
Resolution concerning the formal approval of the actions of the Management Board for the
2010 financial year
The Management Board and the Supervisory Board propose that formal approval be granted. |
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| 4. |
Resolution concerning the formal approval of the actions of the Supervisory Board for the
2010 financial year
The Management Board and the Supervisory Board propose that formal approval be granted. |
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| 5. |
Resolution concerning the non-individualised disclosure of Management Board
compensation
On 3 August 2005, the German Bundestag adopted the Gesetz über die Offenlegung der Vorstandsvergütungen (Act Concerning the Disclosure of Management Board Compensation – VorstOG). Pursuant to Section 285 sentence 1 no. 9 (a) of the German Commercial Code (Handelsgesetzbuch – HGB), the emoluments of each member of the Management Board of an exchange-listed stock corporation shall be disclosed separately, specifying the name of the individual and detailing fixed, performance-related and long-term incentive components. Disclosure in the format outlined above is not required if so resolved by the General Meeting. Such a resolution, which may be adopted for a maximum of five years, requires a majority of at least three-quarters of the share capital represented when the resolution is adopted. Pursuant to Section 136(1) AktG, a shareholder whose remuneration as a member of the Management Board may be affected by the resolution shall not be entitled to exercise his/her voting right. The Management Board and Supervisory Board are in full agreement that the individualised disclosure of compensation impinges disproportionately on the personality rights of Management Board members. The Management Board and Supervisory Board propose that the following resolution be adopted: The disclosure of details specified in sentences 5 to 9 of Section 285 sentence 1 no. 9 (a) may be omitted for a period of five years up to and including the year-end financial statements and consolidated accounts for the 2015 financial year. This shall apply accordingly to the disclosure requirement pursuant to Section 314 (1) no. 6 (a) sentences 5 to 9 HGB. |
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| 6. |
Appointment of the auditor and the Group auditor for the 2011 financial year
The Supervisory Board proposes the appointment of Ernst & Young GmbH, Wirtschaftsprüfungsgesellschaft, Frankfurt am Main. |
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Total number of shares and voting rights
At the date on which the convening of the General Meeting of Shareholders was announced in the electronic Federal Gazette, the share capital of the company was €15,500,000.00, divided into 600,000 no-par-value bearer shares. Thus, the total number of shares at the date on which the convening of the General Meeting of Shareholders was announced was 600,000. Each no-par-value share is furnished with one vote. Thus, the total number of voting rights at the date on which the convening of the Annual General Meeting was announced was 600,000. At the date on which the convening of the Annual General Meeting was announced the company held no treasury shares. Registration and participation Attendance at the Annual General Meeting of Shareholders and the exercising of voting rights shall be permissible only for those shareholders who have registered in writing (Section 126b BGB), either in German or English, by Friday, 24 June 2011 at the latest. The registration centres are SIMONA AG c/o Commerzbank AG GS-MO 2.1.1 AGM Service 60261 Frankfurt am Main Fax: +49 (0) 69 13626351 E-mail: hv-eintrittskarten@commerzbank.com as well as the company itself SIMONA AG Investor Relations Teichweg 16, 55606 Kirn Furthermore, shareholders shall be obliged to furnish evidence of their entitlement to participate in the General Meeting of Shareholders and to exercise voting rights. The aforementioned evidence shall be furnished in writing (Section 126b BGB), either in German or English, in the form of a document to be issued by the bank or credit institution responsible for the securities/safe-custody account, specifying the ownership interest. This document must be submitted by the end of 24 June 2011. It must make reference to the start of the 21st day before the General Meeting of Shareholders (i.e. 0:00 a.m. on Friday, 10 June 2011, the record date). Only those who have furnished such evidence shall be recognised by the company as shareholders entitled to participate in the General Meeting of Shareholders and exercise voting rights. In particular, sales transacted after the record date shall have no bearing on the content and scope of the seller's lawful participation and voting rights. Admission tickets to the General Meeting of Shareholders will be sent out to shareholders who register on time and provide evidence of share ownership. To ensure tickets are received on time, we would ask shareholders to register and submit evidence of share ownership as early as possible. Proxy representation Shareholders who are not able to attend the General Meeting of Shareholders in person may also exercise their right to vote at the Meeting through an authorised agent (such as the custodian bank or other bank, an association of shareholders or other person of their choice). In such cases, the shareholder or their agent must still register in the proper way. Where a shareholder authorises more than one person, the company may reject one or more such persons. Proxy voting power can be conferred in text form (Section 126b of the German Civil Code) by means of a declaration to the appointed agent or the company. The postal address, fax number and e-mail address below are used to confer proxy voting power to the company and submit evidence of authorisation conferred on an appointed agent. SIMONA AG Investor Relations Teichweg 16, 55606 Kirn Fax: +49 (0) 6752 14 - 738 E-mail: ir@simona.de Special conditions may apply where authorisation is conferred on a bank, shareholders' association or equivalent person or institution under the terms of Section 135 of the Stock Corporation Act; in such a case, shareholders will be asked to reach agreement with the appointed agent in good time on the form of proxy representation that the agent may require. The sentences above shall apply accordingly in cases of revocation of proxy voting power. An authorisation form and further information concerning authorisation will be sent to shareholders along with their admission tickets. Shareholders may request an authorisation form to be sent to them at any time, and the form is also available online at www.simona.de (under the link "General Meeting of Shareholders"). The company prefers shareholders to confer proxy voting power using the authorisation form provided. This year, we will once again offer our shareholders the service of being represented by a proxy representative of SIMONA AG, who will exercise the right to vote according to the instructions of shareholders. In this case, too, shareholders must still register in the proper way. The company's proxy representative is obliged to vote as directed. For this reason, in addition to conferring on the representative the power of proxy voting, the representative must be instructed how to exercise the voting right. Unless the representative is in possession of clear and explicit directions relating to the individual items on the agenda, the representative will not exercise the right to vote. Shareholders wishing to confer proxy voting power and provide instructions to a proxy representative of the company are required to use only the authorisation form provided for the purpose with the admission ticket; proxy voting power and voting instructions may not be conferred on a company proxy representative in any other way. The company must receive notice of voting power and voting instructions to be conferred on a company proxy representative by 28 June 2011 via the postal address, fax or e-mail address for conferring proxy voting power as shown above. Shareholder rights under Sections 122(2), 126(1), 127, 131(1) AktGSection 122(2) AktG Shareholders whose shares amount in aggregate to not less than one twentieth of the share capital or represent an amount of the share capital corresponding to €500,000.00 (equivalent to 19,355 no-par-value shares) are entitled to propose items to be put on the agenda and published (Section 122(2) of the Stock Corporation Act). Each new item shall be accompanied by an explanation or a draft proposal. Such submissions must be made in writing to the Management Board, to arrive at the following address at least 30 days before the General Meeting of Shareholders (i.e. by 31 May 2011 at the latest): SIMONA AG Vorstand Teichweg 16, 55606 Kirn Anyone proposing a motion must prove that they have held shares for at least three months prior to the day of the General Meeting of Shareholders and that they will continue to hold the shares until a decision is reached on their proposal. Unless announced in parallel with the convening notice, additions to the agenda that require publication will be announced as soon as the proposal is received in the electronic Federal Gazette; for publication purposes, they will also be forwarded to media that can be relied upon to propagate the information throughout the European Union. Additional proposals will also be published at www.simona.de under the link "General Meeting of Shareholders". Sections 126(1), 127 AktG Shareholders may also submit to the company motions counter to a proposal of the Management Board and Supervisory Board in relation to a particular item on the agenda. Motions of this kind must be forwarded, together with the name of the shareholder and the grounds for the submission, in writing, by fax or by e-mail to the following postal address, fax number or e-mail address: SIMONA AG Vorstand Teichweg 16 55606 Kirn Telefax: +49(0)675214 -738 E-Mail: ir@simona.de In accordance with Section 126(1) of the Stock Corporation Act, counter-motions received via the contact details above at least 14 days before the day of the General Meeting of Shareholders (i.e. by 10th June 2010 at the latest), along with any comments by board members, will be communicated to shareholders online at www.simona.de (under the link ‘General Meeting of Shareholders’). Under certain circumstances, a countermotion received on time will not be communicated; this shall apply in particular where the Management Board would by reason of such communication render itself liable to prosecution, where the counter-motion would result in a resolution of the General Meeting of Shareholders which would be illegal or violate the Articles of Association, or where the grounds contain statements which are manifestly false or misleading in material aspects or which are libellous. Moreover, a statement of the grounds need not be communicated if it exceeds 5,000 characters. The right of every shareholder to propose countermotions on a particular item on the agenda during the General Meeting of Shareholders without submitting such counter-motions to the company in advance is not affected. Counter-motions communicated prior to the Meeting must also be proposed again verbally during the General Meeting of Shareholders. The sentences above shall apply analogously to a nomination by a shareholder for the election of Supervisory Board members, annual auditors or special auditors, with the proviso that the nomination need not be supported by a statement of grounds and the Management Board need not communicate such a nomination even if it fails to state the name, profession and place of residence of the nominee and their membership of other supervisory boards established in line with statutory provisions (Section 127 of the Stock Corporation Act). Section 131(1) AktG At the General Meeting of Shareholders, each shareholder shall be entitled to request information from the Management Board regarding the company's affairs, provided such information is needed to permit a proper evaluation of a relevant item on the agenda (Section 131(1) of the Stock Corporation Act). The duty to provide information shall also extend to the company’s legal and business relations with any affiliated enterprise. Since the consolidated financial statements and Group management report (amongst other documents) will be presented to the General Meeting of Shareholders hereby convened, the Management Board's duty to inform shall extend to the position of the Group and the enterprises included in the consolidated financial statements. The Management Board may refuse to provide information under certain circumstances, and especially where the provision of such information is, according to sound business judgment, likely to cause significant damage to the company or an affiliated enterprise or where the provision thereof would render the Management Board liable to prosecution. Section 23(3) of the Articles of Association entitles the chairperson of the Meeting to restrict as appropriate the time allocated to questions and speeches by shareholders. Information pursuant to Section 124a AktGThis convening notice, the documents to be made available to the General Meeting of Shareholders and the other information specified in Section 124a of the Stock Corporation Act are published online at www.simona.de under the link "General Meeting of Shareholders".Kirn, May 2011 SIMONA AG The Management Board Only the German version published in the electronic Federal Gazette on 18 May 2011 shall be legally binding. __________________________________________________________________________________ Invitation and Annual Report 2009We look forward to sending you our Annual Report for 2010. For further information, please contact our Investor Relations department by calling +49 (0) 675 214 383 or sending an email to ir@simona.de. The invitation to our General Meeting of Shareholders may be viewed online at www.simona.de, along with the Annual Report and other information on the Meeting.'Das Gesellschaftshaus'Travelling by car ‘Das Gesellschaftshaus der Stadt Kirn’ is located in the centre of Kirn, in close proximity to SIMONA Plant I (ample parking available). From the Bundesstraße 41, please follow signs to SIMONA Werk I (Plant I), which is located within walking distance of the Gesellschaftshaus. Travelling by rail From the main railway station, cross Bahnhofstraße at the pedestrian crossing. Continue along the left-hand side of Bahnhofstraße until you come to August-Bebel-Platz and then turn right into Übergasse. At Marktplatz, turn right and proceed along Steinweg to Neue Straße. Follow Neue Straße to the left until you reach the Gesellschaftshaus. |
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Proxy representationSIMONA AG
Investor Relations
Teichweg 16
55606 Kirn
Germany
Tel.: +49 (0) 67 52 14-383
Fax: +49 (0) 67 52 14-738