The Quality Connection. Invitation and Agenda Annual General Meeting 2014

Transcription

1 The Quality Connection Invitation and Agenda Annual General Meeting 2014

2 ISIN DE Securities Identification Number Invitation to the Annual General Meeting of LEONI AG, Nuremberg Thursday 8 May 2014, 10:00 hours NürnbergMesse GmbH, Frankenhalle Trade Fair Centre, Nuremberg (Messezentrum) Translation of the binding German original.

3 3 Agenda 1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as at 31 December 2013, the management reports for LEONI AG and the Group, both accompanied by the explanatory report on the disclosures pursuant to Articles 289 (4) and 315 (4) of the German Commercial Code (HGB), and of the Supervisory Board s report for fiscal year 2013 The above-mentioned documents are to be made available to the Annual General Meeting pursuant to the provisions of the German Public Companies Act (AktG). They will be available for viewing on the Company s website at Furthermore, these documents will be available at the Annual General Meeting and explained in detail. Regarding item 1 on the agenda, no resolution by the Annual General Meeting is planned. The Supervisory Board has already approved the annual financial statements and consolidated financial statements prepared by the Management Board pursuant to Article 172 of the German Public Companies Act (AktG); the annual financial statements have thereby been adopted. According to the statutory provisions, there is therefore no need for the Annual General Meeting to approve them. 2. Resolution on the appropriation of the distributable profit The Supervisory Board and the Management Board propose the following resolution: Payment of a dividend of EUR 32,669,000.00, which is a dividend of EUR 1.00 per dividend-bearing, no par value

4 4 share on the distributable profit of LEONI AG totalling EUR 33,558, for fiscal The remaining amount of EUR 889, shall be carried forward. The profit appropriation proposal is based on the assumption that all of the Company s shares are entitled to a dividend. If the number of shares entitled to a dividend for fiscal year 2013 changes by the time of the Annual General Meeting, and given an unchanged payout of EUR 1.00 per dividend-bearing, no par value share, a correspondingly adjusted proposal for the appropriation of profit will be submitted to the Annual General Meeting. 3. Resolution on the discharge of the Management Board members for fiscal year 2013 The Supervisory Board and the Management Board propose to grant discharge to the Management Board members in fiscal year 2013 for this period. 4. Resolution on the discharge of the Supervisory Board members for fiscal year 2013 The Supervisory Board and the Management Board propose to grant discharge to the Supervisory Board members in fiscal year 2013 for this period.

5 5 5. Appointment of the auditor of the annual financial statements, the group auditor and the auditor for the review of the interim financial statements for fiscal year 2014 The Supervisory Board proposes to appoint Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor for the annual financial statements, as group auditor, and as auditor for the review of interim financial reports, when and to the extent that these are subjected to a review, for fiscal year The above-mentioned proposal by the Supervisory Board is based on the recommendation made by the Audit Committee. 6. Resolution on the approval of the new Management Board compensation system Shareholders at the Annual General Meeting on 6 May 2010 approved the system for compensating members of LEONI AG s Management Board that has applied since 1 January On 5 December 2013, the Supervisory Board adopted a new compensation system for LEONI s Management Board to take effect from 1 January Shareholders at the Annual General Meeting are entitled, pursuant to Article 120 (4) of the German Public Companies Act (AktG), to decide on approval of the system for compensating Management Board members. Use of this entitlement is now to be made. The resolution under this item of the agenda refers to the compensation system for Management Board members to be applicable at LEONI AG from 1 January 2015, which is outlined in the compensation report. The compensation report is published on pages 113 to 119 in the Annual Report 2013

6 6 and forms part of the documents that are available on the internet at Furthermore, the compensation report will be available at the Annual General Meeting. The new compensation system will be explained during the Annual General Meeting. The Supervisory Board and the Management Board propose the approval of the Management Board compensation system that is to apply from 1 January 2015 as outlined in the compensation report. 7. Resolution on the approval for amendment of the profit and loss transfer agreements with LEONI Bordnetz- Systeme GmbH and LEONI Kabel Holding GmbH There is a profit and loss transfer agreement, dated 19 March 2007, between LEONI AG and LEONI Bordnetz- Systeme GmbH, which shareholders at the Annual General Meeting of LEONI AG approved on 3 May There is also a profit and loss transfer agreement, dated 26 March 2008, between LEONI AG and LEONI Kabel Holding GmbH, which shareholders at the Annual General Meeting of LEONI AG approved on 15 May On 29 November 2013, LEONI AG reached agreement with both LEONI Bordnetz-Systeme GmbH and LEONI Kabel Holding GmbH to amend the respective profit and loss transfer agreements. These agreements were already approved at the shareholders meetings of LEONI Bordnetz-Systeme GmbH and LEONI Kabel Holding GmbH. The agreements are intended to take account of an amendment to the German Corporate Tax Act to ensure continuation of the income tax fiscal unions (German term: Organschaften ).

7 7 The Supervisory Board and the Management Board propose the following resolution: a) The agreement dated 29 November 2013 on the amendment of the profit and loss transfer agreement between LEONI AG and LEONI Bordnetz-Systeme GmbH of 19 March 2007 is approved. b) The agreement dated 29 November 2013 on the amendment of the profit and loss transfer agreement between LEONI AG and LEONI Kabel Holding GmbH of 26 March 2008 is approved. Separate votes are to be held on approval of each agreement. The agreement on the amendment of the profit and loss transfer agreement between LEONI AG (hereinafter Controlling Company ; German term: Organträgerin ) and LEONI Bordnetz-Systeme GmbH (hereinafter Controlled Company ; German term: Organgesellschaft ) contains the following key elements: The parties hereby agree to delete the entire existing Section 3 of the profit and loss transfer agreement dated 19 March 2007 and to reword it as follows for clarification of what was already intended previously: Section 3 Assumption of Losses The Controlling Company is obliged vis-à-vis the Controlled Company to assume any of its losses. The requirements of Article 302 of the German Public Companies Act (AktG) in its respectively applicable version shall apply to the assumption of losses.

8 8 The agreement on the amendment of the profit and loss transfer agreement between LEONI AG (hereinafter Controlling Company ) and LEONI Kabel Holding GmbH (hereinafter Controlled Company ) contains the following key elements: The parties hereby agree to delete the entire existing Section 2 (1) of the profit and loss transfer agreement dated 26 March 2008 and to reword it as follows for clarification of what was already intended previously: Section 2 Assumption of Losses (1) The Controlling Company is obliged vis-à-vis the Controlled Company to assume any of its losses. The requirements of Article 302 of the German Public Companies Act (AktG) in its respectively applicable version shall apply to the assumption of losses. LEONI AG is the sole shareholder of both LEONI Bordnetz- Systeme GmbH and LEONI Kabel Holding GmbH. For this reason, there is no requirement to pay any compensation to or enter any settlements with outside shareholders. Nor is a review of the agreements to amend the profit and loss transfer agreements required. The following documents will be available on the Company s website at once the Annual General Meeting has been convened: the agreement dated 29 November 2013 on the amendment of the profit and loss transfer agreement between LEONI AG and LEONI Bordnetz-Systeme GmbH of 19 March 2007,

9 9 the agreement dated 29 November 2013 on the amendment of the profit and loss transfer agreement between LEONI AG and LEONI Kabel Holding GmbH of 26 March 2008, the annual financial statements of LEONI AG as at 31 December 2011, as at 31 December 2012 and as at 31 December 2013 as well as the management reports of LEONI AG for fiscal years 2011, 2012 and 2013, the consolidated financial statements of LEONI AG as at 31 December 2011, as at 31 December 2012 and as at 31 December 2013 as well as the group management reports of LEONI AG for fiscal years 2011, 2012 and 2013, the annual financial statements of LEONI Bordnetz-Systeme GmbH as at 31 December 2011, as at 31 December 2012 and as at 31 December 2013, the annual financial statements of LEONI Kabel Holding GmbH as at 31 December 2011, as at 31 December 2012 and as at 31 December 2013, the joint report of the Management Board of LEONI AG and of the management of LEONI Bordnetz-Systeme GmbH on the agreement of 29 November 2013 to amend the profit and loss transfer agreement dated 19 March 2007, the joint report of the Management Board of LEONI AG and of the management of LEONI Kabel Holding GmbH on the agreement of 29 November 2013 to amend the profit and loss transfer agreement dated 26 March 2008.

10 10 In their 2011, 2012 and 2013 financial years, both LEONI Bordnetz-Systeme GmbH and LEONI Kabel Holding GmbH made use of the option pursuant to Article 264 (3) of the German Commercial Code (HGB) to claim exemption and were, for these financial years, in each case included in the consolidated financial statements of LEONI AG. For this reason, both LEONI Bordnetz-Systeme GmbH and LEONI Kabel Holding GmbH did not draw up any management reports for these financial years. Conditions for Participation in the Annual General Meeting and the Exercise of Voting Rights Registration Pursuant to Article 14 of the Articles of Association, those shareholders of our Company that are recorded in the share register and have registered by Thursday 1 May 2014 at the latest are entitled to participate in the Annual General Meeting and to exercise their voting rights. For the exercise of participation and voting rights vis-à-vis the Company, the shareholding entered in the share register on the day of the Annual General Meeting is decisive. For technical processing reasons, however, no change of registration will be carried out in the share register during the period from 2 May 2014 and the conclusion of the Annual General Meeting ( registration stop ; also known as technical record date); i.e. there will be no new entries into or deletions from the share register. Registration to the Annual General Meeting does not bar or block shares. Shareholders therefore continue to have their shares fully at their disposal even after they have registered them for the Annual General Meeting, regardless of the registration stop.

11 11 Shareholders who have been entered in the share register can register to participate in text form as follows: at the following postal address LEONI AG, Aktionärsservice, Postfach 1460, Friedrichsdorf on fax number +49 (0) at the following address electronically, via the internet (from 14 April 2014) at follow the link to The shareholders of LEONI AG will again have the opportunity at this year s Annual General Meeting to register themselves or their appointed representative electronically via the internet or to grant authorisation and give instructions to the Company s proxies. This internet service will be available from 14 April 2014 at The shareholder number required for access to the personal internet service and the individual access number are found on the back of the personalised cover letter that is sent out to shareholders. Further information on the registration procedure can be found in the registration and authorisation form sent out to shareholders and on the above-mentioned website. The Company will send the invitation to the Annual General Meeting including the agenda as well as documentation for registration and issuing power of proxy to those shareholders that were entered in the Company s share register at the beginning of 24 April 2014.

12 12 Procedure for voting by a proxy Shareholders who are entered in the share register can have their voting right exercised by a proxy during the Annual General Meeting, e.g. a credit institution, a shareholders association, the proxies named by the Company or any other third party. In this case, too, timely registration is necessary. Unless a credit institution, a shareholders association, another person of equal standing as a credit institution in accordance with Article 135 (8) of the German Public Companies Act (AktG), a financial services institution or a company operating pursuant to Article 53 (1) sentence 1 or Article 53b (1) sentence 1 or (7) of the German Banking Act (KWG) is authorised, the granting of the power of proxy, its revocation and the proof of authorisation to the Company must be submitted in text form (Article 126b of the German Civil Code (BGB)). The declaration for issuing power of proxy may be made either to the authorised person or the Company. Proof of the appointment of a proxy towards the Company and any revocation of the authorisation can be transmitted to the Company in text form via one of the access channels listed in the Registration section using the contact data listed there. The proof may also be provided by presenting the power of proxy in text form on the day of the Annual General Meeting at the entry checkpoints to the Annual General Meeting. The aforementioned access points are also available if the power of proxy is to be granted by declaration vis-à-vis the Company or if a granted power of proxy is to be revoked vis-à-vis the Company. A form that can be used for the granting and proof of a power of proxy is found on the back of the entrance ticket, which is sent out to shareholders following the submission of their registration for the Annual General Meeting in due form and within the specified period. The power of proxy may also be granted in any other correct form.

13 13 LEONI AG is once again offering its shareholders the option to authorise proxies appointed by the Company to represent them in the Annual General Meeting in accordance with their instructions. The particular features mentioned below apply in this case. The proxies can exercise the voting right only on those points of the agenda on which the principal has provided instructions. The proxies shall not accept instructions on points of order, either before or during the Annual General Meeting. Neither shall proxies accept mandates on making requests to speak, on entering an objection against resolutions of the Annual General Meeting or on asking questions or making applications. Shareholders who have registered in good time can submit to the Company the authorisations and instructions required to authorise a proxy appointed by the Company in text form, via any of the access channels listed in the Registration section (address, fax number, address or website) using the contact data listed therein up to 7 May 2014, 24:00 hours. They may furthermore grant or amend authorisations and instructions in text form to the proxies up to 8 May 2014, received by the Company at the venue of the Annual General Meeting, at the desk provided for this purpose, as well as revoke instructions and authorisations. The internet service for the Annual General Meeting will also be available up to 8 May 2014, 11:00 hours. For the authorisation of credit institutions, shareholders associations, other persons with a similar status as credit institutions in accordance with Article 135 (8) of the German Public Companies Act (AktG), or financial service institutions or companies operating in accordance with Article 53 (1) sentence 1 or Article 53b (1) sentence 1 or (7) of the German Banking Act (KWG), the statutory provisions apply, particularly Article 135 (AktG), which deviate from the above-mentioned provisions on authorisations. The named institutions and persons must, for example,

14 14 be able to provide evidence of their authorisation and may provide for particular requirements regarding the procedure for their own authorisation. If the shareholder authorises more than one person as proxy the Company is entitled to reject one or several of these persons. Details with regard to the granting of powers of representation and instructions are explained in an information package which will be sent to the shareholders. This information can also be found at

15 15 Information on the rights of shareholders pursuant to Articles 122 (2), 126 (1), 127 and 131 (1) German Public Companies Act (AktG) Requests made by shareholders pursuant to Article 122 (2) of the German Public Companies Act (AktG) to put items on the agenda and announce them must be received by the Company up to Monday 7 April 2014, 24:00 hours. Such requests must be made in writing addressed to: Management Board (Vorstand) of LEONI AG Marienstrasse Nuremberg Countermotions by shareholders against a proposal by the Management Board and/or Supervisory Board regarding a particular item on the agenda pursuant to Article 126 (1) of the German Public Companies Act (AktG) and proposals by shareholders to elect Supervisory Board members or auditors pursuant to Article 127 of the German Public Companies Act (AktG) will be made available via the Company s website at provided that they are received by the Company by Wednesday 23 April 2014, 24:00 hours. Shareholders are asked to address their countermotions, voting suggestions as well as any other enquiries regarding the Annual General Meeting exclusively to LEONI AG Corporate Investor Relations Ms. Susanne Kertz Marienstrasse Nuremberg Fax no. +49 (0) or by to hv2014@leoni.com

16 16 Shareholders right to information pursuant to Article 131 (1) of the German Public Companies Act (AktG) can be exercised at the Annual General Meeting. Further explanations regarding the above-mentioned rights of shareholders can be downloaded from the Company s website at

17 17 Information pursuant to Article 124a of the German Public Companies Act (AktG ) The information pursuant to Article 124a of the German Public Companies Act (AktG) can be accessed via the Company s website at Broadcast of the President s & CEO s speech The speech given by the President & CEO can be followed live on the internet at (live broadcast of the President s & CEO s speech) and will be available as a recording after the Annual General Meeting. Total number of shares and voting rights At the time of convening this Annual General Meeting, the total number of shares amounts to 32,669,000 registered no par value shares; each share entitles the holder to one vote. Nuremberg, March 2014 LEONI AG The Management Board

18 18 Directions Frankenhalle Entrance Frankenhalle Messezentrum (Trade Fair Centre) NürnbergMesse The easiest way to reach the Frankenhalle in Nuremberg is to take the U1 underground train line to the Messezentrum stop. If you come by car, you will be able to park free of charge. Please have either your invitation or admission ticket for the Annual General Meeting ready for inspection at the entrance to the car park. We wish you a safe trip.

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20 LEONI AG Marienstrasse Nuremberg Phone +49 (0) Fax +49 (0) info@leoni.com