Diebold Nixdorf Aktiengesellschaft

Transcription

1 Convenience translation The German version is decisive Paderbn Security identification number: A0CAYB ISIN: DE000A0CAYB2 Invitation to the Annual General Meeting Shareholders of our Company are hereby invited to the Annual General Meeting on Monday, January 23, 2017 at 11:00 hours CET in the Hansesaal, Schützenhof Paderbn, Schützenplatz 1, Paderbn I. Agenda 1. Submission of the adopted annual financial statements of Winc Nixdf Aktiengesellschaft (now ) and the approved group financial statements as of September 30, 2016, the management rept and the group management rept (including the rept of the Board of Directs on the disclosures pursuant to Section 289 (4) and Section 315 (4) German Commercial Code (HGB) f the fiscal year 2015/2016) as well as the Supervisy Board rept f the fiscal year 2015/2016. Explanation of Item 1 pursuant to Section 124a Sentence 1 Number 2 German Stock Cpation Act (AktG) A resolution will not be passed regarding this item. Section 175 German Stock Cpation Act (AktG) provides f the Annual General Meeting to receive the adopted annual financial statement, the management rept, an individual statement approved by the Supervisy Board as well as the group annual financial statements and the group management rept approved by the Supervisy Board f the mother company. The annual financial statement and the group annual financial statements of the Company, respectively, f the fiscal year 2015/2016 were approved by the Supervisy Board; the annual financial statement of the Company f the fiscal year 2015/2016 is thus adopted. As there was no special case pursuant to Section 173 German Stock Cpation Act (AktG) whereby through the cresponding resolution of the Board of Directs and the Supervisy Board the adoption of the annual financial statements was left to the Annual General Meeting, the Annual General Meeting does not require a resolution in terms of the above-mentioned documents. A resolution by the Annual General Meeting is also not legally intended in terms of the Supervisy Board rept. The written rept of the Supervisy Board pursuant to Section 171 (2) German Stock Cpation Act (AktG) is meant to infm the shareholders and the public of the results of its inspection of the financial statement documents and is also an accounting rept of the Supervisy Board regarding its own activities. The above-mentioned documents Page 1

2 and the proposal by the Board of Directs on the allocation of profits are available f inspection at the business premises of Diebold Nixdf Aktien-gesellschaft, Heinz-Nixdf-Ring 1, Paderbn, Germany, and can be seen and downloaded on the internet at under the rubric Invest Relations, Annual General Meeting. Upon request, every shareholder will receive a copy of the documents without undue delay and free of charge. 2. Resolution on appropriation of net profit The Board of Directs and the Supervisy Board make the following proposal f appropriation of the net profit of the Company f the fiscal year 2015/2016 in the amount of 374,269,403.84: Payment of a dividend of 1.71 f each no-par share entitled to a dividend with respect to 29,816,211 shares entitled to a dividend 50,985, Net profit brought fward 323,283, Should the number of shares entitled to a dividend change befe the Annual General Meeting, the Annual General Meeting will be presented with an adjusted resolution which will include an unchanged dividend of 1.71 f each share entitled to a dividend. The dividend shall be presumptively paid out on January 26, Resolution on discharge from responsibility of the members of the Board of Directs f the fiscal year 2015/2016 The Board of Directs and the Supervisy Board propose that the members of the Board of Directs be discharged from responsibility f the fiscal year 2015/ Resolution on discharge from responsibility of the members of the Supervisy Board f the fiscal year 2015/2016 The Board of Directs and the Supervisy Board propose that the members of the Supervisy Board be discharged from responsibility f the fiscal year 2015/ Election of the audit and the group audit f the fiscal year 2016/2017 Based on a recommendation of the Audit Committee, the Supervisy Board proposes the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Bielefeld as audit and group audit of f the fiscal year 2016/2017. Following a selection procedure, the Audit Committee had recommended to appoint either KPMG AG Wirtschaftsprüfungsgesellschaft, Bielefeld, PricewaterhouseCooper Aktiengesellschaft, Bielefeld, as audit and group audit of. Ultimately, the Audit Committee preferred KPMG AG Wirtschaftsprüfungsgesellschaft. 6. Resolution on the change of the fiscal year of the Company At present, has a fiscal year which deviates from the calendar year. The fiscal year of the Company shall be harmonized with the fiscal year of Diebold, Incpated, the 100 per cent parent company of Diebold Holding Germany Inc. & Page 2

3 Co. KGaA, and shall therefe be changed to the fiscal year. The change shall be effected as soon as possible, i.e. as of January 1, 2018, if possible. In case of a registration of the cresponding change to the Company s Articles of Association in the commercial register until December 31, 2017, a shtened fiscal year f the period starting on October 1, 2017 and ending on December 31, 2017, would be created. Section 1 (3) of the Articles of Association currently reads as follows: The fiscal year f the Company commences on October 1 of one year and ends on September 30 of the following year. The Board of Directs and the Supervisy Board propose to resolve as follows: The fiscal year of the Company shall be changed to the effect that it cresponds to the calendar year. In case of a registration of the cresponding change to the Company s Articles of Association in the commercial register until December 31, 2017, a shtened fiscal year f the period starting on October 1, 2017 and ending on December 31, 2017, shall be created. In case of a later registration of the change to the Articles of Association the period from October 1 until December 31 of the year in which the change to the Articles of Association (change of the fiscal year) becomes valid by way of registration in the commercial register of the Company will fm a shtened fiscal year. Section 1 (3) of the Articles of Association is rephrased as follows: The fiscal year of the Company shall be the calendar year. The period from October 1 until December 31 of the year in which the change to the Articles of Association (change of the fiscal year) becomes valid by way of registration in the commercial register of the Company shall be a shtened fiscal year. II. Total number of shares and voting rights at the time the Annual General Meeting is convened The Company s share capital of 33,084, is divided into 33,084,988 no-par value shares at the time the Annual General Meeting is convened. Each no-par value share entitles the holder to one vote so that the total number of shares and voting rights amount to 33,084,988 at the time the Annual General Meeting is convened. At the time the Annual General Meeting is convened on December 9, 2016, the Company holds 3,268,777 no-par value own shares with no rights. III. Participation in the Annual General Meeting Only those shareholders are entitled to attend the Annual General Meeting and to exercise their voting rights who have registered with the Company by no later than the close of January 16, 2017 (24:00 hours CET) at the following address: c/o DZ Bank AG represented by the dwpbank DSHVG Landsberger Str Munich Page 3

4 Fax: +49 (0) 69/ Registration must be issued in text fm (Section 126b of the German Civil Code (BGB)) in German in English. Shareholders must provide proof of their entitlement to attend the Annual General Meeting and to exercise voting rights by means of a special certificate of share ownership in German English, issued in text fm ( 126b German Civil Code (BGB)) by their deposity. The certificate of share ownership must relate to the beginning (0:00 hours CET) of the 21st day befe the Annual General Meeting, i.e. January, 2, 2017, 0:00 hours CET (recd date) and must reach the Company by no later than the close (24:00 hours CET) of January 16, 2017 under the address given above. In relation to the Company, only those persons who have provided proof are entitled to attend the Annual General Meeting and to exercise their voting rights as shareholders; in particular, disposals other transfers of shares after the recd date have no effect in any way on the previous shareholder s legal right to attend the Annual General Meeting and to exercise voting rights. This also applies to the purchase of shares after the recd date. Persons who do not yet hold shares at the recd date and only become shareholders after the recd date are neither entitled to attend the Annual General Meeting n to exercise voting rights. The recd date has no effect on dividend rights. IV. Voting by proxies Shareholders who do not attend the Annual General Meeting in person may have their voting rights exercised by proxies, e.g. by a shareholders' association, a bank another third party. In this respect, as a special service to our shareholders, we offer to authize Companynominated proxies who are bound to instructions befe the Annual General Meeting to represent them in the voting. The timely registration and verification of the ownership of shares is also required in the event of voting by proxy. Granting proxy is possible befe and during the General Meeting. If neither a bank n a shareholders' association a person institution of equal status pursuant to Section 135 (8) German Stock Cpation Act (AktG) pursuant to Section 135 (10) German Stock Cpation Act (AktG) in conjunction with Section 125 (5) German Stock Cpation Act (AktG) is authized, the authization must be issued in text fm (Section 126b German Civil Code (BGB)) pursuant to Section 134 (3) sentence 3 German Stock Cpation Act (AktG). The revocation of a proxy as well as the proof of authization vis-à-vis the Company also require text fm (Section 126b German Civil Code (BGB)) pursuant to Section 134 (3) sentence 3 German Stock Cpation Act (AktG). Shareholders who wish to authize a proxy are requested to do so by means of the proxy fm which can be obtained from the Company, by using the electronic authization and directive system at under the rubric Invest Relations, Annual General Meeting. Together with the entrance card shareholders will receive a proxy fm and additional infmation with respect to the authization including the datas necessary f using the electronic authization and directive system as well as a user guideline. The proxy fm will also be sent to shareholders at any time upon written request and is also available on the Internet at under the rubric Invest Relations, Annual General Meeting. The authization and its revocation can be declared in text fm (Section 126b German Civil Code (BGB)) either to the company to the proxy. In case of declaration to the company the authization respectively its revocation have to be submitted to the following address: Page 4

5 By post: c/o Computershare Deutschland GmbH & Co. KG Römerstraße Mannheim By Fax: +49 (0) electronically by using the electronic authization and directive system at under the caption Invest Relations, Annual General Meeting. If the authization is issued to the proxy, it requires verification of the authization to the Company in text fm (Section 126b German Civil Code (BGB)). This can be sent to the Company at the address above as well as submitted under the Internet address under the rubric Invest Relations, Annual General Meeting. In addition, the verification can also be provided in text fm (Section 126b German Civil Code (BGB)) on the day of the Annual General Meeting at the entrance. To the extent that authizations are to be issued to a bank, a shareholders' association a person institution of equal status in accdance with Section 135 (8) German Stock Cpation Act (AktG) Section 135 (10) German Stock Cpation Act (AktG) in conjunction with Section 125 (5) German Stock Cpation Act (AktG), the Articles of Association do not provide f a special regulation. However, we would like to draw your attention to the fact that the institutions persons to be authized might request a special fm of authization because in accdance with Section 135 German Stock Cpation Act (AktG) they must recd the authization in a verifiable fm. Thus, in case you intend to issue an authization to a bank, a shareholders' association a person institution of equal status pursuant to Section 135 (8) German Stock Cpation Act (AktG) Section 135 (10) German Stock Cpation Act (AktG) in conjunction with Section 125 (5) German Stock Cpation Act (AktG), please codinate the potential fm of the proxy with the person to be authized in due time in advance. In this case, special verification of the authization to the Company is not required. If proxies nominated by the Company are to be authized, the shareholder must always issue instructions how the voting right is to be exercised. The authization shall be invalid as a whole if such directives are not issued. Proxies are obligated to vote as instructed. Please note that proxies are not entitled to accept requests f the flo, to ask questions to accept motions and are not entitled either to suppt procedural and such motions by shareholders, which have not been announced pri to the Annual General Meeting. Authizations with the directives issued to the proxy of the Company, must be received by the Company by January 20, 2017, 18:00 hours CET, at the latest, otherwise they cannot be taken into account. They are to be sent to the following address: By post: c/o Computershare Deutschland GmbH & Co. KG Römerstraße Mannheim Page 5

6 By fax: +49 (0) Electronically: Authizations and directives to proxies can also be granted revoked via the electronic authization and directive system at under the rubric Invest Relations, Annual General Meeting. Authizations and directives submitted via this method must also be received, at the latest, January 20, 2017, 18:00 hours CET they cannot be taken into account. Should a shareholder authize me than one person, the Company may refuse to accept one me of them. Me infmation regarding registration and voting by proxy is available on the Internet at under the rubric Invest Relations, Annual General Meeting. V. Shareholders rights pursuant to Sections 122 (2), 126 (1), 127 and 131 (1) of the German Stock Cpation Act (AktG) 1. Supplements to the agenda pursuant to Section 122 (2) German Stock Cpation Act (AktG) by shareholder s request Accding to Section 122 (2) German Stock Cpation Act (AktG), shareholders with an aggregate shareholding of at least 5% of the share capital the proptionate amount of 500,000 may request that items be put on the agenda and announced. A statement of reasons a draft resolution must be attached to each new item. Every shareholder must provide a certificate of share ownership evidencing that he/she has owned the shares f at least 90 days pri to receipt of the shareholder s request and proof that he/she holds the shares until the decision of the Management Board (Section 122 (2) German Stock Cpation Act (AktG) in conjunction with Section 122 (1) Sentences 3 and 4, 121 (7) German Stock Cpation Act (AktG))). This request must be addressed to the Board of Directs and must be received by the Company in writing (Section 126 German Civil Code (BGB)) by fax upon provision of the certificate of share ownership at the address specified below, at least 30 days pri to the Annual General Meeting, whereas the day of the receipt and the day of the Annual General Meeting are not included, i.e. by December 23, 2016, 24:00 hours CET at the latest. The request shall be directed at the address specified below: Der Vstand c/o Computershare Deutschland GmbH & Co. KG Römerstraße Mannheim Items to be put on the agenda will unless these items have been announced in the convocation notice f the Annual General Meeting be published without undue delay after receipt of the request in the Federal Gazette. They will also be published on the internet at under the captions Invest Relations, General Meeting. Page 6

7 2. Countermotions and election suggestions pursuant to Sections 126 (1), 127 German Stock Cpation Act (AktG) Shareholders have the right to submit countermotions against proposals of the Board of Directs and/ Supervisy Board regarding certain items on the agenda to the Company and to suggest the election of Supervisy Board members of audits. Countermotions and election suggestions pursuant to Sections 126 (1), 127 German Stock Cpation Act (AktG) have to be addressed exclusively to: By post: c/o Computershare Deutschland GmbH & Co. KG Römerstraße Mannheim By fax: +49 (0) By Provided that all other conditions f an announcement obligation accding to Sections 126 and 127 German Stock Cpation Act (AktG) have been met, countermotions and election suggestions of shareholders that are received at the above address at least 14 days befe the day of the Annual General Meeting, whereas the day of the reception and the day of the Annual General Meeting are not included, i.e. by January 8, 2017, 24:00 hours CET, at the latest, will be made accessible immediately to all shareholders together with any comment on the part of the administration, on the internet at under the captions Invest Relations, General Meeting. Countermotions and election suggestions of shareholders sent to any other address cannot be taken into account. The Company may refrain from publishing a countermotion and the grounds f the countermotion and election suggestions if one of the grounds f exclusion set fth in Section 126 (2) German Stock Cpation Act (AktG) (in the case of countermotions) in Section 127 Sentence 3 German Stock Cpation Act (AktG) (in the case of election suggestions) applies. The grounds f an exclusion are represented on the internet at under the captions Invest Relations, General Meeting. 3. Shareholder s request of infmation pursuant to Section 131 (1) German Stock Cpation Act (AktG) Accding to Section 131 (1) German Stock Cpation Act (AktG), each shareholder can request infmation from the Board of Directs in the Annual General Meeting regarding the Company s affairs to the extent required to allow f a proper assessment of the items of the agenda. The obligation to provide infmation also extends to the legal and business relationships between the Company and an associated company and to the situation of the group and the enterprises included in the consolidated financial statements. The Board of Directs may refuse to answer individual questions f the reasons set fth in Section 131 (3) German Stock Cpation Act (AktG), f example, in so far as accding to sound business judgment, the providing of such infmation is likely to cause not inconsiderable damage to the Compa- Page 7

8 ny an associated company. Accding to Section 17 (2) of the Articles of Association of the Company, the chairman of the Annual General Meeting is authized to set reasonable limits on the time available to shareholders f speaking and asking questions. VI. Announcements on the Company s website The infmation accding to Section 124a German Stock Cpation Act (AktG) will be made available to the shareholders on the Internet under the rubric Invest Relations, Annual General Meeting of the website at Further explanations concerning the shareholders rights pursuant to Sections 122 (2), 126 (1), 127 and 131 (1) German Stock Cpation Act (AktG) are also accessible there. The documents to be made available will also be provided during the General Meeting on Monday, January 23, Paderbn, in December 2016 The Board of Directs Page 8