STABILUS S.A.
Société anonyme
Siège social: 2, rue Albert Borschette,
L-1246 Luxembourg
R.C.S. Luxembourg: B0151589
Share Capital: EUR 207,232.56
Notice to all Shareholders
All shareholders of STABILUS S.A. (the ‘
Company
‘) are hereby given notice by the management board of the Company (the ‘
management board
‘) that the annual general meeting of shareholders shall be held as follows:
Annual General Meeting 2016
(the ‘
MEETING
‘)
will be held on 17 February 2016, at 10:00 a.m. (Central European Time, ‘
CET
‘) with the agenda below
at
Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg
AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING
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1.
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Presentation of the management report regarding the stand alone annual accounts of the Company and the consolidated financial
statements for the financial year ended 30 September 2015.
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2.
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Presentation of the report of the supervisory board regarding the stand alone annual accounts and the consolidated financial
statements of the Company for the financial year ended 30 September 2015.
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3.
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Presentation of the reports of the independent auditor (
cabinet de révision agréé
) of the Company regarding the stand alone annual accounts and the consolidated financial statements of the Company for the
financial year ended 30 September 2015.
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4.
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Approval of the stand alone annual accounts of the Company for the financial year ended 30 September 2015.
The management board proposes that the stand alone annual accounts of the Company for the financial year ended 30 September
2015 be approved by the MEETING.
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5.
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Acknowledgement of the loss of the Company made with respect to the financial year ended 30 September 2015 and resolution
concerning the allocation of the results of the Company for the financial year ended 30 September 2015.
The management board proposes that the MEETING acknowledges that the Company made a loss with respect to the financial year
ended on 30 September 2015 in an aggregate amount of EUR 108,291 (one hundred and eight thousand two hundred ninety-one Euros),
and that the MEETING resolves to set-off the loss against a corresponding amount of profits carried forward from the previous
financial year, in an aggregate amount of EUR 185,389,096 (one hundred eighty-five million three hundred eighty-nine thousand
ninety-six Euros). The management board proposes that the MEETING resolves to carry forward the resulting balance of profits
in an aggregate amount of EUR 185,280,805 (one hundred eighty-five million two hundred eighty thousand eight hundred and five
Euros), to the next financial year.
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6.
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Approval of the consolidated financial statements of the Company for the financial year ended 30 September 2015.
The management board proposes that the consolidated financial statements of the Company for the financial year ended 30 September
2015 be approved by the MEETING.
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7.
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Appointment of Dr. Joachim Rauhut as member of the supervisory board.
The management board proposes that the co-optation of Dr. Joachim Rauhut to the supervisory board of the Company with effect
from 12 May 2015 until the MEETING be approved and that he be elected as member of the supervisory board from the date of
the MEETING for a term of office until the end of the annual general meeting approving the annual accounts for the financial
year ending on 30 September 2017.
Comment:
Dr. Joachim Rauhut has been appointed by the supervisory board on May 12, 2015 as member of the supervisory board until today’s
General Meeting in order to fill vacancy as Mr. Andi Klein resigned from office with effect on May 12, 2015. The management
board’s proposal foresees that Dr. Joachim Rauhut will be appointed by the MEETING as supervisory board member for the time
after today’s General Meeting with a term of office corresponding to the remaining period of Mr. Andi Klein’s office term.
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8.
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Appointment of Dr. Ralf-Michael Fuchs as member of the supervisory board.
The management board proposes that the co-optation of Dr. Ralf-Michael Fuchs to the supervisory board of the Company with
effect from 25 September 2015 until the MEETING be approved and that he be elected as member of the supervisory board from
the date of the MEETING for a term of office until the end of the annual general meeting approving the annual accounts for
the financial year ending on 30 September 2017.
Comment:
Dr. Ralf-Michael Fuchs has been appointed by the supervisory board on September 25, 2015 as member of the supervisory board
until today’s General Meeting in order to fill vacancy as Mr. Nizar Ghoussaini resigned from office with effect on September
30, 2015. The management board’s proposal foresees that Dr. Ralf-Michael Fuchs will be appointed by the MEETING as supervisory
board member for the time after today’s General Meeting with a term of office corresponding to the remaining period of Mr.
Nizar Ghoussaini’s office term.
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9.
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Discharge (
quitus
) to each of the members of the management board of the Company, consisting of Mr Dietmar Siemssen, Mr Mark Wilhelms, Mr Bernd-Dietrich
Bockamp and Mr Andreas Schröder for the performance of their duties as members of the management board for, and in connection
with, the financial year ended 30 September 2015.
T
he management board proposes that the MEETING approves the discharge of each of the members of the management board of the
Company for the performance of their duties as members of the management board for, and in connection with, the financial
year ended 30 September 2015.
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10.
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Discharge (
quitus
) to each of the members of the supervisory board of the Company, consisting of Mr Udo Stark, Mr Nizar Ghoussaini, Dr. Stephan
Kessel, Mr Andi Klein, Dr. Joachim Rauhut and Dr. Ralf-Michael Fuchs for the performance of their duties as members of the
supervisory board for, and in connection with, the financial year ended 30 September 2015.
The management board proposes that the MEETING approves the discharge of each of the members of the supervisory board of the
Company for the performance of their duties as members of the supervisory board for, and in connection with, the financial
year ended 30 September 2015.
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11.
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Renewal of the mandate of the independent auditor (
cabinet de révision agréé
) of the Company, KPMG Luxembourg, in relation to the stand alone annual accounts and the consolidated financial statements
for the financial year ending on 30 September 2016.
The management board proposes that the mandate of KPMG Luxembourg, as independent auditor (cabinet de révision agréé) of the
Company in relation to the stand alone annual accounts and the consolidated financial statements be renewed by the MEETING
for a term which will expire at the end of the annual general meeting of the shareholders of the Company called to approve
the stand alone annual accounts and the consolidated financial statements for the financial year ending on 30 September 2016.
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12.
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Miscellaneous.
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Quorum and majority requirements
There is no quorum of presence requirement for the MEETING. The agenda items are adopted by a simple majority of the voting
rights duly present or represented.
Share capital and voting rights
At the date of convening of the MEETING, the Company’s subscribed share capital equals EUR 207.232,56 and it is divided into
20,723,256 shares having a par value of EUR 0.01 each, all of which are fully paid up.
Available information and documentation
The following information is available on the Company’s website under www.ir.stabilus.com/agm starting on the day of publication
of this convening notice in the Luxembourg official gazette
Mémorial C
and at the Company’s registered office in Luxembourg:
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a)
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full text of any document to be made available by the Company at the MEETING including draft resolutions in relation to above
agenda points to be adopted at the MEETING (i.e. inter alia the annual report containing the 2015 annual accounts, the management
report and the supervisory report and the auditor reports on the stand alone and consolidated accounts);
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b)
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this convening notice;
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c)
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the total number of shares and attached voting rights issued by the Company as of the date of publication of this convening
notice;
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d)
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the proxy form as further mentioned below; and
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e)
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the correspondence voting form as further mentioned below.
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Attendance and registration procedures
Shareholders shall, on or before the Record Date, as defined below, indicate to the Company their intention to participate
at the MEETING. Shareholders are obliged to obtain an attestation from their depository bank (‘
Attestation
‘) which is safe-keeping their shares in the Company stating the number of shares held by the shareholder 14 calendar days
before the date of the MEETING (‘
Record Date
‘), i.e. on 3
rd
February 2016 at 00:00 (CET). The Attestation must be dispatched by fax and the original by regular mail to:
STABILUS S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0) 89 210 27 – 289
The attestation must be made in text form in German or English.
Attestations must be received by the Company (by fax) at the latest on the 10
th
February 2016 at 11:59 p.m. (CET). Upon receipt of the Attestation within the given deadline the Company will presume that
such shareholder will attend and vote at the Meeting by issuing the admission ticket.
Proxy voting representatives
Shareholders not being able to attend the MEETING in person may appoint a proxyholder to attend the MEETING on their behalf.
The attendance and registrations procedure is exactly the same as for shareholders participating personally as mentioned above.
The proxyholder will have to identify himself by presenting a valid identification card and by submitting the admission ticket
of the shareholder.
In order to simplify the execution of their voting rights, the Company provides the option of appointing a proxy voting representative
named by the Company and bound by the instructions of the shareholder prior to the MEETING.
Proxy forms are available under the following contact details:
STABILUS S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0) 89 210 27 – 289
E-Mail: registration@hce.de
Website: www.ir.stabilus.com/agm
In such proxy form shareholders are kindly invited to fill in the required details, to date, sign and return the proxy form
(including the Attestation) by e-mail or fax and the original by mail to:
STABILUS S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0) 89 210 27 – 289
E-Mail: registration@hce.de
The duly filled in and signed proxy form (by fax or e-mail) must be received by the Company at the latest on the 13
th
February 2016 at 11:59 p.m. (CET). Exercise of voting rights of shares in connection with duly filled in and signed proxy
forms received after such date will not be possible at the MEETING.
Shareholders who will receive their admission tickets by mail will receive a form for proxy voting. Forms for proxy voting
can also be downloaded on the Company’s website at www.ir.stabilus.com/agm. In addition, forms will be sent upon written request
to the Company at the following address:
STABILUS S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0) 89 210 27 – 289
Vote by correspondence
Shareholders who wish to vote by correspondence must request a form for voting by correspondence from the Company at the following
address after following the registration process as mentioned above:
STABILUS S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0) 89 210 27 – 289
or, alternatively, download the form from the Company’s website at www.ir.stabilus.com/agm, and send the duly completed and
signed form to the above mentioned address so that it shall be received by the Company on the 10
th
February 2016 at 11:59 p.m. (CET). Exercise of voting rights of shares in connection with duly filled in and signed proxy
forms received after such date will not be possible at the MEETING.
Additional important information for shareholders
Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons that were shareholders
on the Record Date (or their duly appointed proxyholders). Transfer of shares after the Record Date is possible subject to
usual transfer limitations, as applicable. However, any transferee having become owner of the shares after the Record Date
has no right to vote at the MEETING.
One or more shareholder(s) representing at least 5% of the Company’s share capital may request the addition of items to the
agenda of the MEETING by sending such requests at the latest until the 26
th
of January 2016 at 11:59 p.m. (CET) to the following e-mail address, fax number or mail address:
STABILUS S.A.
c/o HCE Haubrok AG
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0) 89 210 27 – 289
E-Mail: registration@hce.de
Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording
of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address and a postal address
to which the Company may correspond and confirm receipt of the request.
This convening notice was dispatched by regular mail to (i) registered shareholders that were known by name and address to
the Company on 18
th
January 2016, if any, (ii) the members of the management board of the Company, (iii) the members of the supervisory board
and (iv) the auditor of the Company.
Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on
transparency requirements for issuers of securities, there is no limit to the maximum number of votes that may be exercised
by the same person, whether in its own name or by proxy.
The results of the vote will be published on the Company’s website within 15 days following the MEETING. For further information
you may contact the service provider, HCE Haubrok AG, by dialling +49 (0)89 210 27-222 (Mon. – Fri. 9 a.m. to 5 p.m. (CET)).
Luxembourg, in January 2016
STABILUS S.A.
The Management Board
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