SAF-HOLLAND S.A.
Société anonyme
Siège social: 68-70, boulevard de la Pétrusse
L-2320
Luxembourg
R.C.S. Luxembourg : B 113.090
Notice to all Shareholders
All shareholders of SAF-HOLLAND S.A. (the
‘
Company
‘) are hereby given notice upon instruction of the
board of directors of the Company (the ‘
Board of Directors
‘)
that the
Annual General Meeting 2010
(the
‘
Meeting
‘)
will be held on 22 April 2010, at 11:00
a.m. (CEST)
at the
Chambre de Commerce, 7, Rue Alcide de
Gasperi, L-2981 Luxembourg
AGENDA FOR THE MEETING
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1.
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Presentation of the statutory management report and consolidated
management report for the fiscal year ended 31 December 2009.
The Board of Directors proposes that both management reports
in respect of the fiscal year ended 31 December 2009 be APPROVED by
the shareholders.
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2.
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Presentation of the reports by the auditors of the Company
in respect of the statutory financial statements of the Company and
in respect of the consolidated financial statements of the Company
and its group, for the fiscal year ended 31 December 2009.
The Board of Directors proposes that the reports by the auditors
in respect of both the statutory and the consolidated financial statements
for the fiscal year ended 31 December 2009 be APPROVED by the shareholders.
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3.
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Approval of the statutory financial statements of the Company
for the fiscal year ended 31 December 2009.
The Board
of Directors proposes that the statutory financial statements of the
Company for the fiscal year ended 31 December 2009 be APPROVED by
the shareholders.
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4.
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Approval of the consolidated financial statements of the
Company and its group for the fiscal year ended 31 December 2009.
The Board of Directors proposes that the consolidated
financial statements of the Company and its group, for the fiscal
year ended 31 December 2009 be APPROVED by the shareholders.
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5.
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Resolution concerning the allocation of the results of
the Company for the fiscal year ended 31 December 2009 and approval
of distributions.
The Board of Directors proposes to
acknowledge and carry forward the loss amounting to EUR 27,476,120
into the next fiscal year.
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6.
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Discharge of each of the persons that have acted as director
of the Company during the fiscal year ended on 31 December 2009 (i.e.
Rolf Bartke, Reiner Beutel, Siegfried Goll, Rudi Ludwig, Richard W.
Muzzy, Bernhard Schneider, Gerhard Rieck, Ulrich Sauer, Martin Schwab).
The Board of Directors proposes that the shareholders
APPROVE the discharge of each of the persons who have acted as director
during the fiscal year ended 31 December 2009 with view to their mandate.
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7.
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Discharge to the external auditor of the Company, ERNST
& YOUNG S.A. for, and in connection with their mandate carried
out as external auditor pertaining to the fiscal year ended 31 December
2009.
The Board of Directors proposes that the shareholders
APPROVE the discharge to Ernst & Young S.A. for, and in connection
with, the audit of the fiscal year ended 31 December 2009.
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8.
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Renewal of mandate of members of the Board of Directors
The Board of Directors proposes to renew the mandate
as director of the Company of Ulrich Sauer, whose mandate will terminate
on 18 June 2010, until the date of the annual general meeting that
will resolve on the annual accounts for the fiscal year ended on 31
December 2012.
The Board of Directors proposes to renew the mandate as director
of the Company of Rudi Ludwig, whose mandate will terminate on 18
June 2010, until the date of the annual general meeting that will
resolve on the annual accounts for the fiscal year ended on 31 December
2011.
The Board of Directors acknowledges the resignation of Martin
Schwab, Reiner Beutel, and Siegfried Goll from their office as director
of the Company with effect as of 27 November 2009, 18 December 2009
and 22 April 2010 respectively, and consequently the Board of Directors
currently consists of the following members:
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–
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Rudi Ludwig
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–
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Richard W. Muzzy
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–
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Gerhard Rieck
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–
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Ulrich Sauer
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–
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Bernhard Schneider
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9.
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Renewal of the mandate of the external auditor of the Company,
ERNST & YOUNG S.A. until the ordinary annual general meeting of
the shareholders of the Company in respect of the fiscal year ending
on 31 December 2010.
The Board of Directors proposes
that ERNST & YOUNG S.A. be re-appointed as external auditors until
the ordinary annual general meeting of the shareholders of the Company
in respect of the fiscal year ended on 31 December 2010.
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10.
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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 point of convening of the Meeting, the Company’s subscribed
share capital equals EUR 207,022.75 and it is divided into 20,702,275
shares having a par value of EUR 0.01 each, all of which are fully
paid up.
Attendance and registration procedures
According to Luxembourg law, the right to vote at the Meeting is
restricted to shareholders of the Company. Shareholders must, therefore,
be able to evidence that they are shareholders as at 22 April 2010
in order to attend the Meeting.
Pursuant to article 6.5 of the articles of association of the Company,
all shareholders owning share(s) which are registered in the shareholder’s
register of the Company in the name of a depositary or owning bearer
shares deposited with a depositary and which shareholders wish to
participate in the Meeting and to exercise the right to vote at the
Meeting in person, by proxy or by voting by correspondence shall request
an attestation from their depository bank stating the number of shares
held by the shareholder as of the date of issuance of the attestation
and that the shares are blocked in the account of the shareholder
until the close of the Meeting, and the attestation shall be sent
to the Company, so that it shall be received by the Company no later
than Tuesday, 20 April 2010, at 11:59 p.m. CEST at the following address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter
Allee 10
80637 Munich
Germany.
The attestation must be made in text form in German or English.
Shareholders who have submitted the attestation to the Company
so that the attestation is received by the Company prior to 16 April
2010, at 11:59 p.m. CEST, will receive their admission tickets by
mail. Shareholders who have submitted the attestation to the Company
so that the attestation is received by the Company later than 16 April
2010, 11:59 p.m. CEST, but prior to 20 April 2010, at 11:59 p.m. CEST,
will receive their admission tickets at the registration area to the
Meeting.
Proxy voting representatives
Shareholders who do not wish to participate in the Meeting themselves
may arrange to be represented at the Meeting and for their votes to
be cast by any authorized agent, including but not limited to a bank
or shareholders’ association, by conferring the appropriate written
proxy. The authorised agent will have to identify himself by submitting
the admission ticket of the shareholder and by presenting a duly signed
written power of attorney at the Meeting.
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. Shareholders who wish to appoint the proxy voting
representative named by the Company to vote on their behalf, shall
send a duly completed and signed proxy form to the Company, so that
it shall be received by the Company no later than Tuesday 20 April
2010, at 11:59 p.m. CEST at the following address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter
Allee 10
80637 Munich
Germany.
Shareholders who will receive their admission tickets by mail will
receive a form for proxy votes. Forms for proxy votes can also be
downloaded on the Company’s website at www.safholland.de. In addition,
forms will be sent upon written request to the Company at the following
address:
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter
Allee 10
80637 Munich
Germany.
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
SAF-HOLLAND S.A.
c/o Haubrok Corporate Events GmbH
Landshuter
Allee 10
80637 Munich
Germany,
or alternatively download the form from the Company’s website at
www.safholland.de, and send the duly completed and signed form to
the above mentioned address so that it shall be received by the Company
no later than Wednesday 21 April 2010, at 11:59 p.m. CEST.
Miscellaneous
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 Meeting’s shareholders documentation (i.e.
inter alia
the agenda, the annual report containing the 2009 annual financial
statements, the management reports and the auditor reports on the
statutory and consolidated accounts) is available on the Company’s
website at www.safholland.de and at the Company’s registered office
in Luxembourg.
For further information you can contact the service provider, Haubrok
Corporate Events GmbH, by dialing +49.(0)89.210.27.222 (Mon. – Fri.
9:00 a.m. to 5:00 p.m. CEST).
Luxembourg, in April 2010
SAF-HOLLAND S.A.
The Board of Directors
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