UNIWHEELS AG. Bad Dürkheim. ISIN DE000A13STW4 // German Securities Identification Number (WKN) A13STW

Transcription

1 UNIWHEELS AG Bad Dürkheim ISIN DE000A13STW4 // German Securities Identification Number (WKN) A13STW Extraordinary General Meeting 2017 of UNIWHEELS AG on Monday, December 4, 2017, at 10:00 am (CET) at Hotel Mercure, Kurbrunnenstraße 30-32, Bad Dürkheim, Germany Information on shareholders rights pursuant to Sections 122 (2), Section 126 (1), Section 127 and Section 131 (1) of the German Stock Corporation Act (Aktiengesetz, AktG)* The invitation to the Annual General Meeting already contains details of shareholders rights pursuant to Section 122 (2), Section 126 (1), Section 127 and Section 131 (1) of the German Stock Corporation Act (Aktiengesetz, AktG); the following information serves to explain these rights in more detail. 1. Additions of items to the agenda at the request of a minority pursuant to Section 122 (2) AktG Shareholders whose shares account for a total pro-rata amount of EUR 500,000 of the share capital (which corresponds to 500,000 shares) may request that items be placed on the agenda and announced pursuant to Section 122 (2) AktG. A statement of reasons or a draft resolution must be attached to each new item. Such request is to be addressed in writing pursuant to section 122 (2) in conjunction with (1) sentence 1 AktG to the management board. It can be addressed to the following address: UNIWHEELS AG Management board Gustav-Kirchhoff-Str Bad Dürkheim It must be received by the Company no later than 30 days prior to the General Meeting, not taking into account the day of receipt of the request. Thus, the last possible day of receipt is Friday, November 3, 2017, 24:00 hrs. (CET). Pursuant to section 122 (2) in conjunction with (1) AktG, the relevant shareholders must provide evidence that they have owned the required number of shares for at least 90 days prior to the day the request is received and that they hold the shares until the management board decides on the request, with section 70 AktG being applicable v2\FRADMS 1

2 when calculating the time for holding the shares. Section 121 (7) AktG is to be applied accordingly to the calculation of the period. Additions of items to the agenda that are to be announced shall be published in the German Federal Gazette without undue delay upon receipt of the request, and forwarded to those media for publication which can be assumed to disseminate the information throughout the entire European Union. They shall further be published on the Internet at and communicated to the shareholders. The provisions of the German Stock Corporation Act (Aktiengesetz) underlying these shareholders rights reads as follows: Section 122 Calling a meeting at the request of a minority (1) A general meeting shall be called if shareholders whose combined shareholdings amount to at least one-twentieth of the share capital request such calling in writing, stating the purpose and the reasons thereof; such request shall be addressed to the management board. The articles of association may provide that the right to request the calling of a general meeting shall require another form and the holding of a lower portion of the share capital. The petitioners have to provide evidence that they have held the shares for a period at least 90 days prior to the day of the receipt of the request and that they continue to hold the shares until the management board decides on the request. Section 121 (7) applies accordingly. (2) In the same manner, shareholders whose combined shareholdings amount to at least one-twentieth of the share capital or a proportionate ownership of at least 500,000 euro may request that items be placed on the agenda and be published. Each new item must be accompanied by a reason or a proposed resolution. The request within the meaning of sentence 1 must be received by the company no later than 24 days, in the case of stock exchange listed companies no later than 30 days, prior to the meeting, excluding the day of receipt. (3) If any such demand is not complied with, the court may authorize the shareholders, who have made the demand, to call a general meeting or publish such items. At the same time, the court may appoint the chairman of the meeting. The notice of the meeting or the publication shall refer to such authorization. An appeal may be made against such decision. The petitioners must prove that they continue to hold their shares until a decision is taken by the court. (4) The company shall bear the costs of the general meeting and, in the case of (3), also the court costs if the court has granted such motion. Section 121 General provisions (excerpt) (7) In the case of time periods and dates which are calculated backwards from the meeting, the day of the meeting shall not be included in the calculation. An adjournment from a Sunday, a Saturday or a public holiday to a preceding or subsequent business day shall not take place. Section 187 to 193 of the Civil Code shall not apply accordingly. In case of non-listed companies, the articles of association may provide for a different manner of calculation of time periods. Section 70 Calculation of the period of share ownership v2\FRADMS 2

3 If the shareholder is required to have held the share for a certain period before being able to exercise the rights arising therefrom, a claim to assignment against a credit institution, a financial services institution or an enterprise acting pursuant to section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the Banking Act shall be deemed equivalent to ownership. The period of ownership of a legal predecessor shall be attributed to a shareholder if the shareholder acquired the share free of charge from his trustee, as universal successor, upon severance of coownership or as a result of a transfer of assets pursuant to section 14 of the Insurance Supervisory Act or section 14 of the Savings and Loan Association Act. UNIWHEELS AG s Articles of Association do not make use of the possibility pursuant to Section 122 (1) sentence 2, to provide that the right to request a general meeting shall require another form and the holding of a lower portion of the share capital. 2. Countermotions and election proposals pursuant to Sections 126 (1), 127 AktG Shareholders may file countermotions against proposals of the management board and/or the supervisory board with respect to a particular agenda item. Shareholders wishing to announce motions to be filed with the General Meeting shall submit such motions exclusively to the following address, fax number or address: UNIWHEELS AG c/o Link Market Services GmbH Landshuter Allee Munich Fax number: +49 (0) address: antraege@linkmarketservices.de The Company shall make accessible any countermotions against proposals made by the management board and/or the supervisory board with respect to the agenda items to be made accessible pursuant to section 126 (1) AktG, including the respective shareholder's name, the underlying reasons and comments on the part of the administration, if any, on the Company's website at if the countermotion and the reasons have been received at one of the aforementioned addresses by November 19, 2017, 24:00 hrs. (CET), at the latest. Under the conditions pursuant 126 (2) AktG (this provision is reproduced below), the Company is not obliged to make accessible a countermotion and the reasons given for such countermotion. The reasons given for an admissible countermotion need not be made accessible if the text exceeds 5,000 characters in total. The management board of the Company reserves the right to combine countermotions and the reasons given for them if several shareholders file countermotions relating to the same subject matter of a resolution. The above statements, including the above-specified addresses, shall apply analogously to election proposals made by shareholders, subject to the provision that there is no need for reasons to be given for the election proposal and that the Company is also not obliged to make the election proposal accessible if it lacks the v2\FRADMS 3

4 name, practiced profession and place of residence of the individual to be elected (section 127 AktG). Proposals for the election of supervisory board members also need not be made accessible if they do not include information on the membership of the suggested candidate in other statutory supervisory boards within the meaning of section 125 (1) sentence 5 AktG. Please note that even if countermotions and election proposals are submitted to the Company in due time in advance, they shall only be considered in the General Meeting if they are made or submitted in such meeting. The right of every shareholder to file countermotions regarding the various agenda items or to submit election proposals during the General Meeting without having submitted them to the Company in advance shall remain unaffected. The provisions of the German Stock Corporation Act (Aktiengesetz) underlying these shareholders rights which inter alia specify, under which conditions countermotions and election proposals need not be made accessible, read as follows: Section 126 Motions by shareholders (1) Motions by shareholders, including the shareholders' name, supporting information and, if any, comments on the part of the administration shall be made available to the eligible persons referred to in Section 125 (1) through (3) under the conditions specified therein, provided that the shareholder transmitted to the company at least 14 days prior to the meeting a counterproposal to a proposal of the management board and the supervisory board regarding a specific item on the agenda, together with the reasons for such motion, to the address designated for this purpose in the invitation to the general meeting. The day of receipt shall not be counted. In the case of stock exchange listed companies, the required accessibility shall be provided via the website of the company. Section 125 (3) shall apply mutatis mutandis. (2) A countermotion and its reason need not be made accessible if: 1. the management board would by reason of such accessibility become criminally liable, 2. the countermotion would result in a resolution of the general meeting which violates of applicable law or the articles of association, 3. main points of the reason obviously contain false or misleading or insulting statements, 4. a countermotion of the shareholder relating to the same subject matter has already been made accessible to a general meeting pursuant to Section 125, 5. the same countermotion of the shareholder with materially the same reason has already been made accessible to at least two of the general meetings of the company in the past five years pursuant to Section 125 and less than one twentieth of the share capital represented at the general meeting voted in its favor, 6. the shareholder indicates that he will not attend or be represented at the general meeting, or 7. in the past two years at two general meetings, the shareholder notified the company of a countermotion but did not present that countermotion and did not have it presented v2\FRADMS 4

5 The reason need not to be made accessible if it is longer than 5,000 characters in total. (3) If several shareholders make counterproposals for a resolution with respect to the same subject matter, the management board may combine such counterproposals and the respective reasons. Section 127 Election proposals by shareholders (excerpt) Section 126 shall apply mutatis mutandis to a proposal by a shareholder for the election of members of the supervisory board or auditors. Such election proposal need not be supported by a reason. The management board need not make such election proposal accessible if the proposal fails to contain information pursuant to Section 124 (3) sentence 4, and Section 125 (1) sentence 5. Section 124 Publication of requests for additions to the agenda; proposals for resolutions (excerpt) (3) 4 The proposal for the election of members of the supervisory board or auditors shall state their names, exercised profession and place of residence. Section 125 Communications to shareholders and supervisory board members (1) At least 21 days prior to the date of the general meeting, the management board shall communicate the notice of the general meeting to those credit institutions and shareholders associations that exercised voting rights on behalf of shareholders at the preceding general meeting or that have requested such communication. The day of the communication shall not be counted. If the agenda has to be amended in accordance with Section 122 (2), such amended agenda shall be communicated in case of stock exchange listed companies. The communication shall indicate the possibilities of exercising voting rights by a proxy, including by a shareholders association. In the case of stock exchange listed companies, any nomination for the election of supervisory board members must be accompanied by details on the membership in other supervisory boards whose establishment is required by law; details on their membership in comparable domestic and foreign controlling bodies of business enterprises should also be provided. (2) The management board shall provide the same communication to shareholders who make such request or are registered as shareholders in the company s share register at the beginning of the 14th day before the meeting. The articles of association may constrain communication to electronic means. (3) Every member of the supervisory board may request that the management board send the same communication to him / her. (4) Upon request, every member of the supervisory board and every shareholder shall be sent the resolutions adopted at the general meeting v2\FRADMS 5

6 (5) Financial services institutions and enterprises operating under Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or Section 53b (7) of the German Banking Act (KWG) shall be treated as equivalent to credit institutions. 3. Right to information pursuant to 131 (1) AktG To the extent required to allow for a proper assessment of the agenda items, each shareholder shall, upon request, be provided by the management board with information in the General Meeting regarding the Company's affairs. The obligation to provide information also extends to the legal and business relationships between the Company and any associated company, the situation of the group and the companies included in the consolidated financial statements. The information provided shall comply with the principles of conscientious and accurate accounting. The management board may refuse to provide information for the reasons set forth in section 131 (3) AktG (this provision is reproduced below). The information may not be refused for any other reasons. If information has been provided to a shareholder outside the Annual General Meeting by reason of his / her status as a shareholder, such information shall upon request be provided to any other shareholder at the Annual General Meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. The management board may not refuse to provide such information on the grounds of Section 131 (3) sentence 1, no. 1 through 4. A shareholder who has been denied information may request that his / her query and the reason for which the information was denied be recorded in the notarial minutes of the Annual General Meeting. The provisions of the German Stock Corporation Act (Aktiengesetz) underlying these shareholders rights read as follows: Section 131 Shareholders right to obtain information (1) Each shareholder shall upon request be provided with information at the general meeting by the management board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company's legal and business relations with any affiliated enterprise. If a company makes use of the simplified procedure pursuant to Section 266 (1) sentence 3, Section 276 or Section 288 of the German Commercial Code (HGB), each shareholder may request that the annual financial statements be presented to him / her at the general meeting in such form which would have been used if such simplified procedure were not applied. The duty of the management board of a parent company (Section 290 (1) and (2) of the German Commercial Code (HGB)) to provide information at the general meeting at which the consolidated financial statements and management report of these statements are presented also extends to the position of the consolidated group and any enterprises included in the consolidated financial statements. (2) The information provided shall comply with the principles of conscientious and accurate accounting. The articles of association or the rules of procedure v2\FRADMS 6

7 pursuant to Section 129 may authorize the chairman of the meeting to reasonably limit a shareholder's time to speak and ask questions and may provide relevant details in this connection. (3) The management board may refuse to provide information: 1. if, according to a reasonable business judgment, disclosing the information is likely to result in material disadvantage to the company or one of its subsidiaries; 2. that relates to the estimation of amounts for tax purposes or the amounts of individual taxes; 3. concerning the difference between the amounts at which items are shown in the year-end balance sheet and any higher value of those items, unless the shareholders meeting is to approve the annual financial statements; 4. concerning accounting and valuation methods, if the information on these methods given in the notes to the financial statements is sufficient to provide a view of the actual situation of the company s financial position, liquidity and capital resources, and profitability in accordance with Section 264 (2) of the German Commercial Code (Handelsgesetzbuch); the foregoing shall not apply if the shareholders meeting is to approve the annual financial statements; 5. the management board would by become criminally liable for providing such information; 6. insofar as, in the case of a credit institution or financial services institution, information need not be given on methods of accounting and valuation applied and setoffs made in the annual financial statements, management s discussion and analysis thereof, consolidated financial statements or management s discussion and analysis thereof; 7. if the information is fully accessible on the company s Internet website for at least seven days before the beginning of the general meeting and is also accessible during the general meeting. The information may not be refused for any other reasons. (4) If information has been provided to a shareholder outside the general meeting by reason of his / her status as a shareholder, such information shall upon request be provided to any other shareholder at the general meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. The management board may not refuse to provide such information on the grounds of Section 131 (3) sentence 1, no. 1 through 4. Sentences 1 and 2 shall not apply if a subsidiary (Section 290 (1) and (2) of the German Commercial Code (HGB)), a joint venture (Section 310 (1) of the German Commercial Code (HGB)) or an associated company (Section 311 (1) of the German Commercial Code (HGB)) provides information to a parent company (Section 290 (1) and (2) of the German Commercial Code (HGB)) for the purpose of inclusion of the company in the consolidated financial statements of the parent company and such information is needed for such purposes v2\FRADMS 7

8 (5) A shareholder who has been denied information may request that his / her query and the reason for which the information was denied be recorded in the minutes of the meeting. Section 17 (4) of the Articles of Association of the Company authorizes the chairperson to impose a reasonable time limit on the shareholders' right to ask questions and to make statements. The chairperson shall, in particular, be authorized to reasonably determine at the beginning of the General Meeting or during its course a time frame with respect to the course of the meeting, the discussion on individual agenda items as well as individual statements or questions. The corresponding provision of the Articles of Association of the Company reads as follows: Section 17 Chair of the General Meeting as well as the Shareholders Right to Ask Questions and to Make Statements (excerpt) (4) The chairperson may impose a reasonable time limit on the shareholders right to ask questions and to make statements; in particular, he/she shall be authorized to reasonably determine at the beginning of the general meeting or during its course a time frame with respect to the course of the meeting, the discussion on individual agenda items as well as individual statements or questions v2\FRADMS 8