SinnerSchrader Aktiengesellschaft. Hamburg. Invitation to the Annual General Meeting. I. Agenda

Transcription

1 SinnerSchrader Aktiengesellschaft Hamburg ISIN: DE Invitation to the Annual General Meeting Our shareholders are hereby invited to the Annual General Meeting on 19 December 2007 at 10 a.m. at the Kultur- und Kommunikationszentrum FABRIK, Barnerstraße 36, Hamburg. I. Agenda 1. Presentation of the adopted Annual Financial Statements and approved Consolidated Financial Statements for the financial year 2006/2007, the joint Management Report of SinnerSchrader Aktiengesellschaft and the SinnerSchrader Group for the financial year 2006/2007, the Report of the Supervisory Board and the explanatory report of the Management Board on the disclosures pursuant to Sections 289 (4) and 315 (4) German Commercial Code (HGB) for the financial year 2006/ Resolution on the appropriation of net profit The Management Board and Supervisory Board propose that the net profit of SinnerSchrader Aktiengesellschaft for the past 2006/2007 financial year amounting to 1,390, be appropriated as follows: Distribution of a dividend of 0.12 per share 1,385, Retained earnings 0.00 Profit carried forward 5, SinnerSchrader Aktiengesellschaft holds treasury shares which are not entitled to a dividend. To the extent that the company also holds treasury shares at the time the resolution on appropriation of net profit is passed, the appropriation proposal will be modified in such a way that the amounts attributable to treasury shares are also carried forward, i.e. profit carried forward will be altered accordingly. SinnerSchrader Aktiengesellschaft currently holds 180,510 treasury shares. If the number of treasury shares does not change by the time the resolution on dividends is taken, the dividend to be distributed would be reduced by 21, to 1,363, and the profit carried forward would be increased by the same amount to 27, Resolution on discharging the members of the Management Board for the 2006/2007 financial year

2 The Supervisory Board and Management Board propose that the members of the Management Board be granted discharge for the 2006/2007 financial year. 4. Resolution on discharging the members of the Supervisory Board for the 2006/2007 financial year The Management Board and Supervisory Board propose that the members of the Supervisory Board be granted discharge for the 2006/2007 financial year. 5. Elections to the Supervisory Board Supervisory Board member Frank Nörenberg has resigned his seat with effect from the end of 12 December The Supervisory Board therefore tables a proposal for the Annual General Meeting to replace the departing member in accordance with Section 9 (3) of the Articles of Association with Prof. Cyrus D. Khazaeli, Communications Designer, Berlin, for the period up to the end of the Annual General Meeting which adopts a resolution on granting discharge for the financial year ending on 31 August At the time this Annual General Meeting was convened, Prof. Khazaeli was not a member of any statutory Supervisory Boards or comparable boards of control within the meaning of Section 125 (1) sentence 3 German Stock Corporation Act (AktG). In accordance with Sections 95, 96, 101 (1) AktG and Section 9 of the Articles of Association the company s Supervisory Board consists of three members who are all elected at the Annual General Meeting. The Annual General Meeting is not bound by any proposals for election. 6. Resolution on the appointment of auditors for the Annual and Consolidated Financial Statements for the financial year 2007/2008 The Supervisory Board proposes that BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Ferdinandstraße 59, Hamburg, Germany, be appointed as auditors for the Annual and Consolidated Financial Statements for the 2006/2007 financial year. 7. Authorisation to acquire treasury shares The current authorisation to acquire treasury shares adopted by the Annual General Meeting of 23 January 2007 is limited until 15 July In order to continue to have the option to buy back shares beyond this deadline, the Management Board proposes that the Annual General Meeting cancel the authorisation granted in the previous year and once more authorise the Management Board to purchase treasury stock, until 15 July The Management Board and Supervisory Board propose the following resolution on the repurchase of treasury stock: Pursuant to Section 71 (1) No. 8 of the German Stock Corporation Act, the Company is authorised to acquire treasury stock of up to 10% of current common stock. The acquisition may take place via the stock exchange or through a public purchase offer aimed at all shareholders. If shares are acquired via the stock exchange, the purchase price (excluding ancillary acquisition costs) may not be more than 10% higher or lower than the mean price of the Company stock of the same class in the Xetra trading system of the Frankfurt Stock Exchange (or a comparable successor system) on the five trading days preceding the day of the purchase. If shares are offered for public purchase,

3 the purchase price or the limits of the price range per share (excluding ancillary acquisition costs) may not be more than 15% higher or lower than the mean price of the Company stock of the same class in the Xetra trading system of the Frankfurt Stock Exchange (or a comparable successor system) on the five trading days preceding the day of the public announcement. If the offer is oversubscribed, it will be prorated. In this case, preference may be given to small lots of up to 100 shares per shareholder. The authorisation to acquire treasury stock will remain in effect until 15 June It may be exercised in part or in whole and in the pursuit of one or more goals by the Company, other companies in the Group, or on their behalf by third parties. The Company may not take advantage of this authorisation to trade treasury stock. The shares acquired on the basis of this authorisation can also, with the approval of the Company s Supervisory Board and in the following cases a) to d) and excluding shareholder subscription rights, be sold by means other than through the stock exchange or through an offer to all shareholders if the shares: a) are sold at a price that is not significantly lower than the stock exchange price of the Company s shares of the same class at the time of the sale; b) are used to introduce Company shares to foreign stock exchanges in which they are not listed; c) are offered in the context of corporate mergers or in the acquisition of companies or interests or other assets; d) are transferred to members of the Management Board of the Company, members of the management of affiliated companies, employees of the Company or employees of affiliated companies for the purpose of servicing the options programmes approved by resolutions taken at the Annual General Meetings on 26 October 1999, 12 December 2000 and 23 January The Management Board is further authorised to retract the treasury stock with the approval of the Supervisory Board, in part or in whole, without the need for an additional resolution by the Annual General Meeting. If use is made of the authorisation, the price (excluding ancillary acquisition costs) at which the shares are sold according to a) or launched on other stock exchanges according to b) may not be more than 5% higher or lower than the mean price of the Company stock of the same class in the Xetra trading system of the Frankfurt Stock Exchange (or a comparable successor system) on the five trading days preceding the day of the sale. Furthermore, in these cases, the total of the shares to be sold, together with the shares issued pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act on the basis of an authorisation to carry out a capital increase while excluding subscription rights or on the basis of option or conversion rights issued while excluding shareholder subscription rights, may not exceed a total of 10% of the share capital at the time the shares are sold or issued. The authorisation to sell treasury stock can be exercised once or several times, in part or in whole, individually or jointly. The current authorisation to acquire treasury stock, which was granted at the Annual General Meeting on 23 January 2007 and remains effective until 15 July 2008, will be cancelled once the new authorisation comes into effect. Report of the Management Board to the Annual General Meeting on item 7 of the Agenda pursuant to Section 71 (1) No. 8 and Section 186 (4) sentence 2 German Stock Corporation Act

4 Since the German Corporate Control and Transparency Act (KontraG) came into effect, companies in Germany have had the ability to repurchase treasury stock on the market and sell it again. Companies in the USA and UK have had this option for a long time, and they make frequent use of it. In acquiring these shares, the Company is obliged to comply with the principle of equal treatment according to stock corporation law. The authorisation to resell treasury shares makes it easier to raise funds, among other things. According to Section 71 (1) No. 8 of the German Stock Corporation Act, the Annual General Meeting can also authorise the Company to sell its shares by means other than on the open market or through an offer to all shareholders. According to Section 186 (3) sentence 4 of the German Stock Corporation Act this is subject to the condition that the treasury stock be sold at a price which is not significantly lower than the stock exchange price of the Company s shares at the time of the sale. It is in the interests of the Company to have the option to sell shares in this way. Placing shares this way is faster and more economical than selling them by granting subscription rights to shareholders. Shareholders are not necessarily at a disadvantage because they can acquire the appropriate number of shares on the stock market at any time if they are interested in maintaining their voting interest. This authorisation to sell shares while excluding subscription rights is restricted, in that the number of shares sold on the basis of this authorisation, taking into account existing authorisations related to a capital increase with the exclusion of subscription rights in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act, may not exceed 10% of the share capital of the Company at the time of the resolution. The authorisation to exclude subscription rights in order to sell the new shares for contributions in kind is intended to put the Management Board in a position to acquire material goods which may be urgently needed particularly licenses, software, expertise or comparable assets in return for shares of the Company in appropriate cases and at certain times. This authorisation will allow the Management Board to react quickly and flexibly to any offers which arise. In a market as dynamic as the one in which the Company operates, the ability to react quickly and flexibly can be necessary to maintain and strengthen the Company s lead over its potential competitors. The authorisation to exclude subscription rights in order to sell the new shares in return for material goods related to the acquisition of companies or company interests is also intended to provide the Management Board with Company shares, without having to use the stock market, in order to acquire companies or interests in companies in return for such Company shares in appropriate cases. Acquisitions of companies in particular often take place by means of auction and within a short timeframe. This usually demands rapid decision-making. The proposed authorisation will allow the Management Board to react rapidly and flexibly to advantageous offers or other circumstances on national or international markets and to take advantage of opportunities for corporate expansion through the acquisition of companies or interests in companies in return for shares if this is in the interest of the Company and its shareholders. The authorisation to exclude subscription rights in order to grant shares to employees through the following options programmes is intended to give the Company added flexibility in servicing its options programmes. The opportunity of excluding subscription rights is limited to the options

5 programmes approved at the Annual General Meetings on 26 October 1999, 12 December 2000 and 23 January Through these programmes, options are granted to members of the Management Board of the Company, members of the management of affiliated companies, employees of the Company and employees of affiliated companies. If the Company makes use of this right, the conditional capital increases already approved at the Annual General Meetings do not need to be carried out. Shareholders interests will therefore not be affected by this additional opportunity to service stock options. The Management Board will inform the next Annual General Meeting of any use made of the authorisation to acquire treasury stock. This report will be available for inspection by shareholders in the Company s offices from the day the Annual General Meeting is convened and in the assembly rooms during the Annual General Meeting. Upon request, the report will be sent or given to any shareholder immediately and free of charge. 8. Resolution on amending the Articles of Association to alter the object of business The current Articles of Association state in Section 2 (1) a) that one of the objects of Company business is the purchase, holding, managing and selling of shares in Sinner + Schrader Interactive Marketing GmbH, AG Hamburg, HR-B and Sinner + Schrader Interactive Software GmbH, AG Hamburg, HR-B As the Group led by the Company has developed, Sinner + Schrader Interactive Software GmbH has been merged with Sinner + Schrader Interactive Marketing GmbH and Sinner + Schrader Interactive Marketing GmbH has changed its name to SinnerSchrader Deutschland GmbH. The Management Board and Supervisory Board therefore propose the following new version of Section 2 (1) a) of the Articles of Association: a) The purchase, holding, managing and, if required, selling of shares in SinnerSchrader Deutschland GmbH, AG Hamburg, HR-B , 9. Resolution on amending the Articles of Association to comply with the German Act on Implementing the Transparency Guideline (TUG) The TUG came into effect on 20 January 2007 and stipulates that information may only be sent to shareholders by electronic means on condition that both the individual shareholders and the Annual General Meeting have given their consent to this form of notification. The corresponding statutory provision is found in Section 30b German Securities Trading Act (WpHG). Henceforth, the option of notifying shareholders by means of electronic data transfer is to be recorded in the Articles of Association. The Management Board and Supervisory Board therefore propose the following resolution: a) Consent is given to the notification of holders of bearer shares by means of electronic data transfer. b) Section 3 of the Articles of Association is amended as follows: 3 Announcements, notification by means of electronic data transfer (1) Company announcements appear in the electronic version of the German Federal Gazette

6 (2) The company is entitled to send information to holders of bearer shares by means of electronic data transfer and in accordance with the provisions of Section 30b (3) WpHG. II. Total number of shares and voting rights at the time the Annual General Meeting was convened At the time the Annual General Meeting was convened, the Company had share capital of 11,542,764.00, divided into 11,542,764 no-par shares with a pro rata share of the share capital of 1.00 per share. Each share has one vote. At the time the AGM was convened, the Company held 180,510 treasury shares, which do not have voting rights. The total number of shares entitled to attend and vote at the Annual General Meeting is therefore 11,362,254. III. Notes on attending the Annual General Meeting Only those shareholders who have demonstrated their entitlement are entitled to attend the Annual General Meeting and exercise their voting rights. To demonstrate their entitlement to attend the Annual General Meeting and exercise their voting rights a written certificate of share ownership issued by an institution authorised to accept securities is necessary and sufficient; it must be written in German or English. Proof of share ownership must refer to the start of the 21st day before the Annual General Meeting, i.e. to midnight on Wednesday, 28 November 2007, and be submitted to the Company at the following address before the end of Wednesday, 12 December 2007: SinnerSchrader Aktiengesellschaft c/o Haubrok Corporate Events GmbH Widenmayerstraße Munich Germany Fax: Voting by proxy SinnerSchrader Aktiengesellschaft would like to make it easier for shareholders to exercise their rights in person and therefore provides the opportunity to authorise proxies appointed by the Company and bound by the instructions of the shareholder prior to the Annual General Meeting. Shareholders who would like to authorise the proxies appointed by the Company require an admission ticket for the Annual General Meeting, which can be applied for from their depositary bank. In order to ensure that the admission ticket is received in time, it should be ordered as early as possible from the depositary bank. With the admission ticket, shareholders will receive a form for granting authority and issuing instructions regarding the items on the agenda. They can authorise the proxies appointed by the Company to exercise their voting rights in accordance with Section 16 (3) of the Articles of Association by 6 p.m. on 18 December 2007 at the latest, by mail or by fax. Only the authorisation and instruction form provided by your depositary bank together with your admission ticket to the Annual General Meeting can be used for this authorisation process. Please send the form completed and signed, together with your admission ticket, to the following address:

7 Voting Proxies SinnerSchrader Aktiengesellschaft c/o Haubrok Corporate Events GmbH Widenmayerstraße Munich Germany Fax: Alternatively, according to Section 16 (3) of the Articles of Association, our shareholders may use the Internet to authorise and instruct the proxies of the Company. To do so, go to and select Investors / Shareholders Meeting / Voting by Proxy. Click on Online Authorisation and Instructions and follow the further directions on the website. Keep the admission ticket to hand for identification. If proxies appointed by the Company are authorised, they must be given voting instructions for the resolutions proposed by management. The proxies are obliged to vote according to the instructions. If they have no instructions the proxies will abstain from voting. Information on voting by proxy is also available to our shareholders on our website at Shareholders can receive personal information between 9 a.m. and 5 p.m. on working days by calling Shareholders who do not wish to exercise their voting rights in person can also be represented by their depositary bank, a shareholders association, or an authorised person of their choice. The shareholders will find an authorisation form on the back of the admission ticket. Motions, proposals Shareholders who have motions or proposals for the Annual General Meeting should submit them to the following address: SinnerSchrader Aktiengesellschaft Völckersstraße Hamburg Germany Fax: Substantiated motions opposing the proposals of the Management Board and Supervisory Board regarding items on the agenda which are received at the above address within the statutory time limits will be published on the Internet at in the Investors section under the heading Shareholders Meeting. Motions submitted to any other address will not be considered. Any statements by the Company s management regarding the opposing motions will also be published at the same Internet address. Hamburg, November 2007

8 SinnerSchrader Aktiengesellschaft The Management Board