Wacker Neuson SE. Invitation to the Annual General Meeting

Transcription

1 Wacker Neuson SE Munich ISIN: DE000WACK012 WKN: WACK01 Invitation to the Annual General Meeting The shareholders of our company are hereby invited to the Annual General Meeting of Wacker Neuson SE based at Munich, Preussenstrasse 41 on Wednesday, May 27, 2015 at 10:00 am. The meeting will take place at the Munich Conference Center of Hanns-Seidel-Stiftung, Lazarettstrasse 33, 80636, Munich. Agenda 1. Presentation of the approved Annual Financial Statements as on December 31, 2014, the approved Consolidated Financial Statements as on December 31, 2014, including the Combined Management Report for the Company and the Group, the explanatory report from the Executive Board within the Combined Management Report on items to be disclosed in accordance with Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German Commercial Code (HGB), and the Report from the Supervisory Board for fiscal 2014 Notes on Section 124a, Sentence 1, No. 2 of the German Stock Corporation Act (AktG): There will be no resolution regarding item 1 on this agenda. The Supervisory Board approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Executive Board in accordance with Sections 171 and 172 of the AktG (*) on March 11, 2015 and has thus officially established the Annual Financial Statements. A

2 resolution to approve the Annual Financial Statements at the Annual General Meeting pursuant to Section 173, Paragraph 1, Sentence 1 of the AktG is therefore not required by law. The Annual Financial Statements and the Consolidated Financial Statements as well as the Combined Management Report, the Supervisory Board report and the Executive Board report with the explanations of legal information relating to take-over regulations, are also to be made accessible at the Annual General Meeting, without the Annual General Meeting being required to pass any further resolutions for this purpose in accordance with the AktG. The above-mentioned documents are available to shareholders at the offices of Wacker Neuson SE (Preussenstrasse 41, Munich, Germany) and will also be made available at the Annual General Meeting. They can also be viewed on the Company website at: Upon request, each shareholder will promptly receive a copy of the documents free of charge. It should be noted that the Company has met its legal obligation by making the documents accessible on its website. As such, only one attempt will be made to deliver the documents by regular mail. (*) Unless otherwise specified in the charter of an SE, the provisions of the AktG apply to Wacker Neuson SE in accordance with Section 9, Paragraph,1 letter c) ii), Section 10 of Council Regulation (EC) No. 2157/2001 dated October 8, 2001 on the Statute for a European company (SE) (referred to as charter of an SE in this document). 2. Resolution on the appropriation of net profit for the year The Executive Board and Supervisory Board propose the following resolution: The balance sheet profit for fiscal 2014, amounting to EUR 59,538,214.35, will be appropriated as follows: Payout of a EUR 0.50 dividend for each share, based on a total of 70,140,000 eligible shares, in total EUR 35,070, Profit brought forward to new accounts EUR 24,468, Balance sheet profit EUR 59,538, If this payment proposal is accepted, EUR 35,070, of the EUR 70,140, share capital qualified for dividends will be utilized for dividend payments. The dividends are payable on May 28, Resolution to officially approve the actions of the Executive Board members for fiscal 2014 Page 2 of 10

3 The Executive Board and Supervisory Board propose the following resolution: Executive Board members actions are duly approved for fiscal Resolution to officially approve the actions of the Supervisory Board members for fiscal 2014 The Executive Board and Supervisory Board propose the following resolution: Supervisory Board members actions are duly approved for fiscal Resolution regarding the appointment of the auditors for the Annual and Consolidated Financial Statements for fiscal 2015 and for the review of the condensed (consolidated) half-year financial statements and the interim (Group) Management Report in fiscal 2015 Based on the recommendation of the Audit Committee, the Supervisory Board proposes the following resolution: Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed the official auditor to review the Annual and Consolidated Financial Statements for the 2015 fiscal year and to review the condensed (consolidated) half-year financial statements and the interim (Group) Management Report for fiscal 2015 in accordance with Section 37w, Paragraph 5 and Section 37y of the German Securities Trading Act (WpHG). 6. New appointments to the Supervisory Board The terms of office of all four members of the Company s Supervisory Board elected by the Annual General Meeting will expire at the close of the Company s Annual General Meeting on 27 May The Supervisory Board of the Company is composed of a total of six members: four shareholder representatives and two employee representatives, according to Article 40, Paragraph 2, Paragraph 3 of Council Regulation (EC) no. 2157/2001 issued by the council on October 8, 2001 regarding the statute of the European Company (SE), Section 17 of the SE Implementation Act (SEAG), Section 21, Paragraph 3 of the SE Participation Act (SEBG), Section 14 of the agreement on the participation of employees in Wacker Neuson SE dated January 14, 2009 (hereinafter called the Participatory Agreement ), as well as Section 8, Paragraph 1, Sentence 1 of the Articles of Incorporation of the Company. The four shareholder representatives are elected by the Annual General Meeting according to Section 8, Paragraph 1, Sentences 2 and 3 of the Articles of Incorporation of the Company, and the two employee representatives as provided for in the Participatory Agreement are elected to the Supervisory Board by resolution of the SE Works Council. Page 3 of 10

4 The Supervisory Board proposes electing the following persons as shareholder representatives to the Supervisory Board: 6.1 Mr. Kurt Helletzgruber, businessman, member of the board of PIN Private Trust (PIN Privatstiftung), Linz, Austria Membership of other supervisory boards required by law, or of similar supervisory committees for German or foreign commercial companies: - Member of the supervisory board of HTI High Tech Industries AG, St. Marien bei Neuhofen, Austria 6.2 Mr. Johann Neunteufel, engineer, Chairman of PIN Private Trust (Privatstiftung), Linz, Austria Membership of other supervisory boards required by law, or of similar supervisory committees for German or foreign commercial companies: - Chairman of the supervisory board of Allgemeine Sparkasse Oberösterreich Bankaktiengesellschaft, Linz, Austria 6.3 Prof. Dr. Matthias Schüppen, attorney at law, auditor, tax adviser and partner at the GRAF KANITZ, SCHÜPPEN & PARTNER law firm, Stuttgart, Germany Membership of other supervisory boards required by law, or of similar supervisory committees for German or foreign commercial companies: - Chairman of the supervisory board of ACCERA AG, Mannheim, Germany 6.4 Mr. Ralph Wacker, civil engineer and managing partner of wacker+mattner GmbH, Munich, Germany No memberships of other supervisory boards required by law, or of similar supervisory committees for German or foreign commercial companies. Each candidate is elected for the period starting from the close of the Annual General Meeting on May 27, 2015, until the close of the Annual General Meeting that resolves to approve board member actions for fiscal Their terms shall last no longer than six years. Information about the personal and business relationships of the proposed candidates with the Company, the executive bodies of the Company and a key shareholder involved in the Company as per Section 5.4.1, Paragraphs 4 to 6 of the German Corporate Governance Page 4 of 10

5 Code (DCGK) will be disclosed on the Company s web page at In compliance with the DCGK, the intention is to elect the Supervisory Board in the Annual General Meeting in separate election runs by allowing the shareholders to vote for each individual candidate. The Annual General Meeting is not bound by candidate proposals. Attendance at the AGM and exercising voting rights Attendance at the Annual General Meeting and the exercise of voting rights is restricted to shareholders who are entered in the Company s share register on the day of the Annual General Meeting and who have registered to attend in writing or by any other means of electronic communication (in line with Section 126b of the German Civil Code (BGB)) through one of the following contact options by midnight (CET) on Wednesday, May 20, 2015 at the latest: Wacker Neuson SE c/o Computershare Operations Center Munich, Germany By fax: +49 (0) By anmeldestelle@computershare.de If a credit institute is entered in the share register, it may only exercise the voting rights for shares that it does not own if it has authorization to do so from the shareholder in question. Shares will not be blocked by registration for the Annual General Meeting. This means that shareholders can dispose of their shares after they have registered. The right to participate and exercise voting rights is determined by the share entries in the Company s share register on the day of the Annual General Meeting. This corresponds to the amount of shares entered at the end of the final registration day as applications to amend the share register received between May 21, 2015 and May 27, 2015 (inclusive) will not be processed or taken into account until May 28, 2015 (cut-off date for share transfers). The technically significant inventory cut-off date (technical record date) is therefore midnight on May 20, Shareholders whose amendment applications are received by the Company after May 20, 2015, are therefore not entitled to exercise the participation and voting rights of these shares unless they obtain power of proxy or authorization to participate or exercise voting rights. In such cases, participation and voting rights remain with the shareholder entered in the share register until the amendment has been made. All shareholders in the Company that have not yet been entered in the share register are thus requested to submit amendment applications in good time. Page 5 of 10

6 Representation Shareholders who are entered in the share register and who have registered their attendance in the correct manner and by the specified deadline (see section above: Attendance at the AGM and exercising voting rights ) can arrange for their rights to be exercised by a proxy at the Annual General Meeting. The shareholder can authorize an agent of their choice, including the bank managing the deposit account or a shareholder association. If the shareholder vests more than one agent with power of proxy, the Company can reject one or more of these agents. If the shareholder does not authorize a credit institute or equivalent institution or company according to Section 135, Paragraph 10 of the AktG in conjunction with Section 125, Paragraph 5 of the AktG, a shareholder association or a person in the sense of Section 135, Paragraph 8 of the AktG, the Company must be informed of the granting of power of proxy, its withdrawal (where relevant) or its substantiation in some form of electronic communication ( Textform as per Section 126b of the BGB). Power of proxy can be granted and/or substantiated vis-à-vis the proxy or vis-à-vis the Company. The same applies for revoking power of proxy. The Company therefore requests that shareholders provide the Company with notification of any proxy granted and its withdrawal (where relevant), as well as with substantiation of a power of proxy granted vis-à-vis an authorized person and its withdrawal (where relevant) in good time through one of the following contact options: Wacker Neuson SE c/o Computershare Operations Center Munich, Germany By fax: (0)89 / By wackerneuson-hv2015@computershare.de On the day of the Annual General Meeting, shareholders have the option of providing the Company with information regarding the granting of power of proxy, its withdrawal and substantiation of a power of proxy granted to an authorized person and its withdrawal (where relevant) at the entry and exit checks of the Annual General Meeting. If a credit institute or equivalent institution or company according to Section 135, Paragraph 10 of the AktG in conjunction with Section 125, Paragraph 5 of the AktG, a shareholder association or a person in the sense of Section 135, Paragraph 8 of the AktG is authorized, there may be deviating regulations that are to be queried and clarified with the intended proxy. Representation via Company proxies The Company offers shareholders the option of being represented by proxies appointed by the Company who are bound to follow the shareholder s instructions. These Companynominated proxy holders must be issued with power of proxy as well as instructions for Page 6 of 10

7 exercising voting rights. They only exercise voting rights as specifically instructed by the shareholder. If the instructions given are not explicit or if they are contradictory or unclear, the proxies appointed by the Company will abstain from voting on the corresponding resolutions. The proxies will also always abstain from voting on unscheduled proposals. If there are several votes on individual subjects within one agenda item and this has not been communicated prior to the Annual General Meeting, the instruction given for this agenda item as a whole shall apply accordingly for each vote relating to this item. Please note that proxies appointed by the Company cannot accept any mandates relating to making comments, asking questions, proposing motions or requesting explanations of items on the agenda either prior to or during the Annual General Meeting. Similarly, they cannot exercise any other shareholder rights. Authorizations and instructions for proxies nominated by the Company must be communicated, modified or withdrawn in electronic form (Section 126b of the BGB) and communicated to the Company by midnight (CET) on Monday, May 25, 2015 at the latest, via one of the contact options listed under the Representation section. We ask that shareholders use the authorization form provided by the Company to grant power of proxy and issue related instructions. After May 25, 2015, shareholders can only grant power of proxy and give instructions to proxies appointed by the Company by completing the form provided with the voting documents and submitting it at the entry and exit checks before voting commences at the Annual General Meeting. Shareholders will be sent further information on how to issue power of proxy and instructions along with forms for issuing power of proxy and the registration form. When issuing power of proxy to the voting representatives appointed by the Company, shareholders must also register in in the correct manner and the within specified the deadline in line with the above guidelines (see above section: Attendance at the AGM and exercising voting rights ). Shareholders rights Shareholders are accorded, amongst others, the following rights in advance and/or during the Annual General Meeting in line with Article 56, Sentences 2 and 3 of the charter of an SE, Section 50, Paragraph 2 of the SEAG and Section 122, Paragraph 2, Section 126, Paragraph 1, Sections 127 and 131, Paragraph 1 of the AktG. Further information on this is available on the Company s website at: a) Counter-proposals and nominations for election Each shareholder is entitled to submit counter-proposals to various agenda items proposed by the Executive Board and/or the Supervisory Board in line with Section 126, Paragraph 1 of the AktG, as well as proposals regarding the appointment of auditors reviewing the Annual and Consolidated Financial Statements and proposals regarding elections to the Supervisory Page 7 of 10

8 Board (agenda items 5 and 6) in line with Section 127 of the AktG. Counter-proposals must be accompanied by a substantiation. Nominations for elections do not need to be substantiated. All such counter-proposals or nominations for election must be submitted through one of the following contact options. Proposals or nominations sent to other addresses will not be taken into consideration: Wacker Neuson SE Head Office Investor Relations Preussenstrasse Munich, Germany By fax: (0)89 / By IR@wackerneuson.com Shareholders are required to provide proof of their status as shareholders when submitting counter-proposals or nominations for elections. Counter-proposals to a proposed resolution for a specific agenda item accompanied by substantiation, as well as nominations for election from shareholders that are submitted in good time (no later than midnight (CET) on Tuesday, May 12, 2015) through one of the contact options listed above will be published online immediately upon receipt at together with the shareholder s name, the substantiation (optional for election nominations) and any comments from management. Under the conditions cited in Section 126, Paragraph 2 of the AktG (in conjunction with Section 127, Paragraph 1 of the AktG), the Company may decide not to publish a counterproposal and its substantiation and/or an election nomination. For example, the substantiation of a counter-proposal or the substantiation of an election nomination (should one be provided), does not have to be published if it comprises more than 5,000 characters. Furthermore, nominations for auditors reviewing the Annual and/or Consolidated Financial Statements (agenda item 5) or nominations for election to the Supervisory Board (agenda item 6) are only published if they contain the name, occupation and place of residence of the nominee. Nominations for election to the Supervisory Board must also be accompanied by the information about the nominee s membership in other supervisory boards required by law. Furthermore, counter-proposals and nominations for elections are only considered in the Annual General Meeting if they are submitted during the Annual General Meeting, even if these counter-proposals and nominations for elections were submitted to the Company in advance. The right of each shareholder to put forward counter-proposals to various agenda items and nominations for elections during the Annual General Meeting even if they have not Page 8 of 10

9 been previously submitted in the specified form by the specified deadline, remains unaffected. Please submit any requests for documentation or general queries regarding the Annual General Meeting by post, fax or to the addresses listed above. b) Shareholders rights to information As defined under Section 131, Paragraph 1 of the AktG, the Executive Board is obliged to provide all shareholders with information on the Company s affairs upon request, provided that the information is necessary for correctly assessing a specific agenda item. This information includes legal and business relations of Wacker Neuson SE to affiliated companies as well as information on the position of the Group and all companies included in the Consolidated Financial Statements. Requests for information must always be made verbally at the Annual General Meeting. The Executive Board may decide not to provide information in response to individual questions for reasons set down in Section 131, Paragraph 3 of the AktG (a request can be turned down in order to protect industrial secrets, for example). Furthermore, the chairperson of the Annual General Meeting is also authorized to place appropriate time restrictions on the rights of shareholders to ask questions and make statements, in line with Section 19, Paragraph 2, Sentence 2 of the Articles of Incorporation of the Company. c) Requests for additions to the agenda Shareholders whose individual or combined holdings correspond to a pro-rata amount of EUR 500,000 of the share capital (equivalent to 500,000 shares) may request that items are added to the agenda and published. This quorum is determined in line with Art. 56, Sentence 3 of Council Regulation (EC) No. 2157/2001 in conjunction with Section 50, Paragraph 2 of the SEAG, which sets out the rights of shareholders of a European Company (SE) to request that items be added. Section 50, Paragraph 2 of the SEAG corresponds to the content of Section 122, Paragraph 2 of the AktG. Each new item must be accompanied by a substantiation or proposed resolution. Requests of this nature must be submitted in writing to the Executive Board at the following address: Wacker Neuson SE The Executive Board c/o Investor Relations Preussenstrasse Munich, Germany Applications requesting an addition to the agenda must be received by the Company by midnight (CET) on Sunday, April 26, 2015 at the latest. Requests for additional items that are subject to disclosure, and which were not already announced in the invitation, are Page 9 of 10

10 immediately published upon receipt in the electronic Federal Bulletin (ebundesanzeiger). These requests are also submitted for publication in media sources which the Company deems suitable for disseminating the information across the European Union. They will also be made available to shareholders online at and communicated in line with Section 125, Paragraph 1, Sentence 3 of the AktG. Total number of shares and voting rights at the time of convening the Annual General Meeting At the time of convening the Annual General Meeting, 70,140,000 registered shares, each representing a proportionate amount of the share capital of EUR 1.00, have been issued; each share entitles its holder to one vote. At the time of convening the Annual General Meeting, the Company does not hold any of its own shares. At the time of convening the Annual General Meeting, the 70,140,000 registered shares therefore correspond to a total of 70,140,000 votes. Information published on the Company s website This invitation to the Annual General Meeting together with any documentation relating to the agenda items that the Company is required by law to publish have been made available online at as of the date the Annual General Meeting was convened. This information includes information as per Section 124a of the AktG as well as any counter-proposals, nominations for elections and requests for additions to the agenda submitted by shareholders and subject to disclosure together with further information on the shareholders rights listed above and the total number of shares and voting rights at the time of convening the Annual General Meeting. Voting results will also be published at the same URL following the Annual General Meeting. We look forward to seeing you in Munich. Munich, April 2015 Wacker Neuson SE The Executive Board Page 10 of 10