INVITATION TO THE ANNUAL GENERAL MEETING OF DIC ASSET AG, FRANKFURT AM MAIN

Transcription

1 INVITATION TO THE ANNUAL GENERAL MEETING OF DIC ASSET AG, FRANKFURT AM MAIN Tuesday, 11 July 2017, 10:00 a.m. (CEST) Gesellschaftshaus Palmengarten Palmengartenstraße Frankfurt am Main ISIN: DE 000A1X3XX4 (WKN: A1X3XX)

2 Content Convening of the Annual General Meeting I. Agenda 1. Presentation of the adopted annual financial statements of DIC Asset AG and the approved consolidated financial statements for the year ended 31 December 2016, the combined management and group management report, the report of the Supervisory Board for the financial year 2016 and the explanatory report of the Management Board on the disclosures pursuant to sections 289 (4) and 315 (4) German Commercial Code (HGB) 2 2. Resolution on the appropriation of retained earnings 2 3. Resolution on the approval of the actions of the members of the Management Board for the financial year Resolution on the approval of the actions of the members of the Supervisory Board for the financial year Election of the auditor of the annual and consolidated financial statements for the financial year 2017 and the auditor for the review of the half-yearly financial report and a review of additional interim financial information performed on an as-needed basis 3 6. Supervisory Board elections 4

3 II. Additional information on convening the Annual General Meeting Conditions for participating in the Annual General Meeting and exercising voting rights 9 Free availability of shares and registration of transfers in the share register 9 Procedure for proxy voting 10 Shareholder s rights 12 Other explanations and information on the Company s website 14 Total number of shares and voting rights at the time of convening of the Annual General Meeting 15 1

4 Convening of the Annual General Meeting Our shareholders are invited to the Annual General Meeting on Tuesday, 11 July 2017, at 10:00 a.m. in the Gesellschaftshaus Palmengarten, Palmengartenstraße 11, Frankfurt am Main. I. Agenda 1. Presentation of the adopted annual financial statements of DIC Asset AG and the approved consolidated financial statements for the year ended 31 December 2016, the combined management and group management report, the report of the Supervisory Board for the financial year 2016 and the explanatory report of the Management Board on the disclosures pursuant to sections 289 (4) and 315 (4) German Commercial Code (HGB) The documents presented with respect to agenda item 1 are made available at the Company s website at hauptversammlung/ (in German only) from the convening of the Annual General Meeting onward. The same applies to the proposal on the appropriation of retained earnings by the Management Board. In addition, the documents will be available for inspection at the Annual General Meeting, where a verbal explanation will be given. The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board pursuant to sections 171, 172 AktG (German Stock Corporation Act). The annual financial statements are therefore adopted. In accordance with the applicable legal provisions, no resolution on agenda item 1 by the Annual General Meeting is planned. 2. Resolution on the appropriation of retained earnings The Management Board and the Supervisory Board propose to resolve upon the appropriation of the retained earnings of DIC Asset AG reported as at 31 December 2016 in the amount of EUR 29,732, as follows: Distribution of a dividend of EUR 0.40 per no-par value share on the share capital carrying dividend rights of EUR 68,577,747.00, comprising 68,577,747 no-par value shares EUR 27,431, Carried forward to new account EUR 2,301, Retained earnings EUR 29,732,

5 The number of shares carrying dividend rights can change up to the time the resolution on the appropriation of retained earnings is adopted. In this case, the Management Board and the Supervisory Board will distribute to the Annual General Meeting an adjusted proposed resolution on the appropriation of retained earnings, which will stipulate an unchanged distribution of EUR 0.40 per nopar value share carrying dividend rights. The adjustment will be carried out as follows: To the extent that the number of shares carrying dividend rights, and therefore the dividend amount, decreases, the total to be carried forward to new account will increase accordingly. To the extent that the number of shares carrying dividend rights, and therefore the dividend amount, increases, the total to be carried forward to new account will decrease accordingly. 3. Resolution on the approval of the actions of the members of the Management Board for the financial year 2016 The Management Board and the Supervisory Board propose to approve the actions of the members of the Management Board for the financial year Resolution on the approval of the actions of the members of the Supervisory Board for the financial year 2016 The Management Board and the Supervisory Board propose to approve the actions of the members of the Supervisory Board for the financial year Election of the auditor of the annual and consolidated financial statements for the financial year 2017 and the auditor for the review of the half-yearly financial report and a review of additional interim financial information performed on an as-needed basis On recommendation of the Audit Committee, the Supervisory Board proposes the following resolution: Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Nuremberg, is appointed as auditor of the annual and consolidated financial statements for the financial year 2017 and audit review of the condensed financial statements and interim management report for the first half of the financial year 2017 (sections 37w (5) sentence 1, 37y German Securities Trading Act (WpHG)). In addition, Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Nuremberg, is appointed as auditor in the event the Management Board decides to undertake a review of any additional interim financial information within the meaning of section 37w (7) WpHG for the financial year 2017 prior to the next Annual General Meeting. 3

6 6. Supervisory Board elections The terms of office of Prof. Dr. Gerhard Schmidt (Chairman of the Supervisory Board), Klaus-Jürgen Sontowski (Vice Chairman of the Supervisory Board) and Michael Bock (member of the Supervisory Board) end at the conclusion of the Annual General Meeting on 11 July The Supervisory Board of the Company comprises six members to be elected by the Annual General Meeting pursuant to sections 95 sentence 2, 96 (1) last alternative, 101 (1) AktG and article 8 (1) of the Articles of Association. The Supervisory Board proposes the following resolution: The following individuals shall be elected to the Supervisory Board as shareholder representatives: 6.1 Prof. Dr. Gerhard Schmidt (Glattbach), lawyer, tax advisor and partner in the law firm of Weil, Gotshal & Manges LLP 6.2 Mr Klaus-Jürgen Sontowski (Nuremberg), entrepreneur and Managing Member of Sontowski & Partner GmbH 6.3 Mr Michael Bock (Leverkusen), Managing Member of REALKA- PITAL Vermögensmanagement GmbH The election is for a term of office starting at the conclusion of the Annual General Meeting on 11 July 2017 and ending at the conclusion of the Annual General Meeting that approves the actions of the Supervisory Board for the fourth financial year following the start of the term of office; the financial year in which the term of office begins is not included. It is intended that the Annual General Meeting should decide the Supervisory Board election by individual ballot. In recommending candidates to the Annual General Meeting, the Supervisory Board focused on the Company s interests and the statutory provisions and, in making these decisions, prioritised the professional and personal qualifications of the candidates in view of the goals set for the Supervisory Board s composition. Following the vote of the Supervisory Board, Prof. Dr. Gerhard Schmidt intends to again stand as a candidate for Supervisory Board Chairman if elected by the Annual General Meeting. Disclosures pursuant to section 125 (1) sentence 5 AktG: Companies with statutory supervisory boards on which the individuals standing for election serve as members are listed below 4

7 under a), and commercial enterprises in which they are members of a comparable governing body in Germany or abroad are listed below under b): w Prof. Dr. Gerhard Schmidt a) Deutsche Immobilien Chancen Beteiligungs AG*, Frankfurt am Main, Chairman Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien,* Frankfurt am Main, Chairman GEG German Estate Group AG,* Frankfurt am Main, Chairman DICP Erste Family Office Beteiligungsgesellschaft mbh & Co. KGaA,* Munich, Chairman DIC Capital Partners (Germany) GmbH & Co. Kommanditgesellschaft auf Aktien, Munich, Chairman DICP Asset Management Beteiligungsgesellschaft mbh & Co. KGaA, Munich, Chairman * Membership as defined in section 100 (2) sentence 2 AktG b) DICP Capital SE, Munich, Chairman of the Board of Directors/ Managing Director DIC Capital Partners Beteiligungs GmbH, Munich, Chairman of the Supervisory Board DIC Capital Partners (Germany) Verwaltungs GmbH, Munich, Chairman of the Supervisory Board DIC Capital Partners (Germany) III Verwaltungs GmbH, Munich, Chairman of the Supervisory Board DIC Capital Partners OpCo (Germany) Verwaltungs GmbH, Munich, Chairman of the Supervisory Board w Mr Klaus-Jürgen Sontowski a) Deutsche Immobilien Chancen Beteiligungs AG, Frankfurt am Main Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien, Frankfurt am Main GEG German Estate Group AG, Frankfurt am Main 5

8 b) Pegasus CP Holding GmbH, Erlangen, Chairman of the Advisory Board Zapf Kalksandstein Werke, Nuremberg, Member of the Advisory Board w Mr Michael Bock a) MEDICLIN Aktiengesellschaft, Offenburg b) None Disclosures pursuant to clauses (6) to (8) of the German Corporate Governance Code, as amended 7 February 2017: In addition to their current Supervisory Board activities for the Company, the individuals recommended for re-election to the Supervisory Board maintain the following personal or business relationships with the Company, Group companies, governing bodies of the Company and major shareholders of the Company that must be disclosed in the Supervisory Board s assessment pursuant to the recommendation in clause of the German Corporate Governance Code: w Prof. Dr. Gerhard Schmidt In accordance with section 22 German Securities Trading Act (WpHG), 32.16% of the voting rights in the Company, which are held by Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien, its subsidiary DIC Opportunity Fund GmbH, DIC Beteiligungsgesellschaft bürgerlichen Rechts and DIC Opportunistic GmbH, are currently attributed to Prof. Dr. Gerhard Schmidt. The voting rights are attributed to Prof. Dr. Schmidt via the aforementioned companies and via GCS Verwaltungs GmbH, DICP Capital SE, DIC Capital Partners (Europe) GmbH, DIC Grund- und Beteiligungs GmbH and Deutsche Immobilien Chancen Beteiligungs AG, of whose governing bodies (including Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien) Prof. Dr. Schmidt is a member in various capacities. Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien is an indirect majority shareholder of GEG German Estate Group AG, in which Prof. Dr. Schmidt also holds an indirect interest and of which he is the Supervisory Board Chairman. Business relationships exist between some of the aforementioned companies and DIC Asset AG and its Group companies (particularly in the form of service agreements, joint venture property invest- 6

9 ments and lending relationships). All of these business relationships are described in the section entitled Related party disclosures in the notes to the consolidated financial statements for the year ended 31 December 2016 (starting on p. 127 of the Annual Report for the 2016 financial year). The following business relationships exist with other members of the Company s Supervisory Board: Prof. Dr. Gerhard Schmidt, Mr Klaus-Jürgen Sontowski and Mr Ulrich Höller jointly hold an (indirect) interest in both AIRE GmbH and DIC Capital Partners GmbH. Prof. Dr. Schmidt and Mr Sontowski both also hold an (indirect) interest in DIC Capital Partners (Europe) GmbH and DIC Grund- und Beteiligungs GmbH, which in turn hold equity interests in Deutsche Immobilien Chancen Beteiligungs AG and Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien. Prof. Dr. Schmidt, Mr Sontowski and Mr Höller in various capacities are members of governing bodies of Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien (Schmidt, Sontowski), Deutsche Immobilien Chancen Beteiligungs AG (Schmidt, Sontowski, Höller) and GEG German Estate Group AG (Schmidt, Sontowski, Höller). Prof. Dr. Schmidt is a partner in the law firm of Weil, Gotshal & Manges LLP from whom the Company commissions legal consulting services in individual cases and subject to the approval of the Supervisory Board. w Mr Klaus-Jürgen Sontowski Mr Klaus-Jürgen Sontowski holds an (indirect) minority interest in DIC Capital Partners (Europe) GmbH, DIC Grund- und Beteiligungs GmbH, Deutsche Immobilien Chancen Beteiligungs AG and (indirectly and directly) Deutsche Immobilien Chancen AG & Co. Kommanditgesellschaft auf Aktien, to whom currently around 32.16% of the Company s voting rights are attributed pursuant to section 22 German Securities Trading Act (WpHG) and/or by whom these voting rights are held. In respect of the business relationships between the aforementioned companies and DIC Asset AG and its Group companies and the business relationships between Mr Sontowski and other members of the Company s Supervisory Board, reference is made to the information provided in connection with Prof. Dr. Schmidt. 7

10 w Mr Michael Bock Based on the Supervisory Board s assessment, Mr Michael Bock does not have any business relationships requiring disclosure pursuant to clause (6) to (8) of the German Corporate Governance Code. Detailed information about the candidates for the Company s Supervisory Board (CVs) is available on the Company s website at (in German only). 8

11 II. Additional information on convening the Annual General Meeting Conditions for participating in the Annual General Meeting and exercising voting rights Every shareholder who is recorded in the share register and registers for the Annual General Meeting in good time is entitled to take part in the Annual General Meeting and exercise voting rights, according to article 12 of the Articles of Association. The registration must be written in text form in German or English and submitted to the Company at least six days prior to the Annual General Meeting (not including the day of the Annual General Meeting and the day of receipt), in other words, no later than on Tuesday, 4 July 2017, 24:00 hrs. (receipt), at the following address: DIC Asset AG c/o Link Market Services GmbH Landshuter Allee Munich namensaktien@linkmarketservices.de Fax: Free availability of shares and registration of transfers in the share register Pursuant to section 67 (2) sentence 1 AktG, only those shareholders who are registered as such in the share register are deemed to be shareholders in respect of the Company. The status of the share register on the day of the Annual General Meeting is the deciding factor for the right to participate and for the number of voting rights to which participants in the Annual General Meeting are entitled. Please note that for technical reasons, no transfers can be recorded in the share register during the period from the end of 4 July 2017 at 24:00 hrs. (Technical Record Date) to the end of the day of the Annual General Meeting (moratorium on the registration of transfers). The status of the share register on the day of the Annual General Meeting therefore corresponds to the status on 4 July 2017 at 24:00 hrs. Registering for the Annual General Meeting does not result in shares being locked up or blocked. Shareholders can therefore continue to freely dispose of their shares even after successful registration and despite the moratorium on the registration of transfers. However, buyers 9

12 of shares whose transfer registration requests are received by the Company after 4 July 2017 can only exercise participation and voting rights arising from these shares if they have been issued a proxy or have been authorised to exercise these rights by the shareholder still recorded in the share register. All buyers of shares in the company who are not yet registered in the share register are therefore asked to file their applications for registration as early as possible. Procedure for proxy voting Shareholders who do not want to participate in the Annual General Meeting themselves can also exercise their voting rights in the Annual General Meeting through a proxy, e.g. a bank or a shareholder association, or another person of their choice. In these cases as well, recording in the share register and registration for the Annual General Meeting in good time is required as stipulated above. In line with section 134 (3) sentence 3 AktG, text form is required for issuance of a proxy, its revocation and proof of the proxy in respect of the Company. Authorising banks, shareholder associations or another person or institution equivalent to these pursuant to section 135 (8) and (10) in conjunction with section 125 (5) AktG, or revoking or providing proof of such an authorisation may be subject to special conditions. In such a case, shareholders are requested to consult in good time with the person or institution to function as the proxy concerning a possibly required form of authorisation and the process for issuing the authorisation. The declaration for issuing a proxy can be made in respect of the proxy or the Company. Proof of a proxy issued to an authorised representative can be furnished to the Company by way of the authorised representative presenting the proxy at the entrance checkpoint on the day of the Annual General Meeting. In order to submit the proof of proxy by mail, fax or electronically (by ), please send it to the following address/number: DIC Asset AG c/o Link Market Services GmbH Landshuter Allee Munich namensaktien@linkmarketservices.de Fax:

13 The above communication methods are also available to shareholders intending to issue a proxy by way of making a declaration to the Company; no separate proof that the proxy was issued is necessary in this case. In addition, revocation of a proxy already issued can be declared to the Company directly by using the aforementioned communication methods. We request that our shareholders submit proxies, proof of proxy and the revocation of proxies, if these are to be submitted by mail or by fax, to the Company no later than Monday, 10 July 2017, 24:00 hrs. (receipt). A form that can be used to issue proxies will be sent to shareholders along with the invitation and is also printed on the admission ticket. This form is also available for download on the Company s website at (in German only). If shareholders authorise more than one person to represent them, the Company is entitled to turn away one or more of these individuals. The Company offers shareholders the option of authorising proxies named by the Company to exercise their voting rights prior to the Annual General Meeting. Shareholders who wish to authorise proxies named by the Company to exercise their voting rights must be recorded in the share register pursuant to the provisions above and must register for the Annual General Meeting in good time. If authorised, the proxies named by the Company will exercise the voting rights according to instructions. The proxies named by the Company are not authorised to exercise voting rights without instructions from the shareholder. A form for issuing a proxy and instructions to the proxies named by the Company will be sent along with the invitation. This form is also available for download on the Company s website at de/hauptversammlung/ (in German only). Proxies and instructions issued to proxies named by the Company must also be submitted to the Company in text form. 11

14 Shareholders who wish to authorise a proxy named by the Company to exercise their voting rights prior to the Annual General Meeting are requested to submit their proxies and instructions no later than by Monday, 10 July 2017, 24:00 hrs. (receipt), by mail, fax or to the following address/number: DIC Asset AG c/o Link Market Services GmbH Landshuter Allee Munich namensaktien@linkmarketservices.de Fax: In addition, we offer shareholders who are recorded in the share register according to the provisions above, who have registered for the Annual General Meeting in good time and who are present at the Annual General Meeting, the option to authorise a proxy named by the Company to exercise their voting rights at the Annual General Meeting. Shareholder s rights w Requests to add supplementary items to the agenda pursuant to section 122 (2) AktG Shareholders whose combined shares constitute one twentieth of the share capital or the proportionate amount of EUR 500, may in accordance with section 122 (2) AktG request that items be added to the agenda and announced. Every request for a new agenda item must be accompanied by an explanation of the reasons therefor or a proposed resolution. The request must be sent in writing to the Management Board and be received by the Company at least 30 days prior to the Annual General Meeting (not counting the day of the Annual General Meeting and the day of receipt), in other words, no later than on Saturday, 10 June 2017, 24:00 hrs. (receipt). Please send such requests to the following address: The Management Board of DIC Asset AG c/o Investor Relations/Ms. Nina Wittkopf Neue Mainzer Strasse 20 MainTor Frankfurt am Main 12

15 w Counter-motions and candidate nominations by shareholders pursuant to sections 126 (1), 127 AktG Shareholders can submit to the Company counter-motions to proposals made by the Management Board and/or Supervisory Board on specific agenda items as well as nominate candidates for the Supervisory Board election and/or election of the auditor. Countermotions and candidate nominations pursuant to sections 126 (1), 127 AktG must be sent to the following address only: DIC Asset AG Investor Relations Ms. Nina Wittkopf Neue Mainzer Strasse 20 MainTor Frankfurt am Main Telefax: In accordance with section 126 (1) AktG, the Company makes counter-motions, along with the name of the shareholder, the justification and any statement by management, available on the Company s website at (in German only) if the counter-motion along with a justification have been received at least 14 days prior to the Annual General Meeting (not including the day of the Annual General Meeting and the day of receipt), in other words, no later than on Monday, 26 June 2017, 24:00 hrs. (receipt), at the address provided above. Proposals addressed otherwise will not be considered. The Company may refrain from publishing a counter-motion under the conditions outlined in section 126 (2) AktG, for example because the counter-motion would lead the Annual General Meeting to adopt a resolution that is against the law or the Articles of Association. Publishing the justification for the counter-motion is not mandatory if it totals more than 5,000 characters. Pursuant to section 127 AktG, the sentences above apply analogously to proposals by shareholders to nominate candidates for the Supervisory Board election and/or election of the auditor. Nominations of candidates by shareholders do not require justification and publication is also not required (except in the cases listed in section 126 (2) AktG) if the motion fails to include the name, profession and place of residence of the proposed candidate and, in the case of the Supervisory Board election, does not include information about the candidate s membership on other statutory supervisory boards. 13

16 Please note that the counter-motions and candidate nominations will only be considered at the Annual General Meeting if they are presented orally or distributed there, even if they have been submitted to the Company in a timely manner in advance. The right of every shareholder to submit counter-motion to the various items on the agenda or to nominate candidates during the Annual General Meeting even without submitting them to the Company beforehand shall remain unaffected. w Shareholder s right to information pursuant to section 131 (1) AktG According to section 131 (1) AktG, all shareholders are entitled to receive information from the Management Board about the Company s affairs upon making an oral request in the Annual General Meeting as long as the information is required to make an informed assessment about an agenda item. The duty to provide information also extends to the Company s legal and commercial relations with affiliates and the situation of the Group and the companies included in the consolidated financial statements. The Management Board may decline to answer individual questions for the reasons stated in section 131 (3) AktG. For instance, based on prudent business judgement, providing the information may put the Company or an affiliated company at a not-insignificant disadvantage. In accordance with Article 13 (3) of the Articles of Association the person chairing the Meeting is entitled to impose appropriate time limits for shareholders to take the floor for their questions and statements. Other explanations and information on the Company s website The information on the Annual General Meeting pursuant to section 124a AktG is available to shareholders on the Company s website at (some information is available in German only). Additional information on shareholder rights pursuant to section 122 (2), section 126 (1), section 127 and section 131 (1) of the German Stock Corporation Act is also available online at (in German only). 14

17 Total number of shares and voting rights at the time of convening of the Annual General Meeting At the time of convening the Annual General Meeting, the share capital of the Company totals EUR 68,577,747.00, comprising 68,577,747 ordinary shares (no-par value shares). Each share entitles the holder to one vote. The total number of shares and voting rights at the time of convening the Annual General Meeting therefore totals 68,577,747. Frankfurt am Main, May 2017 DIC Asset AG The Management Board 15

18 Directions to Gesellschaftshaus Palmengarten BY CAR: Please enter the following address into your satnav device: Siesmayerstraße 61, Frankfurt. From anywhere outside Frankfurt: Travelling on the A5 motorway, merge onto the A66 motorway at the Nordwestkreuz Frankfurt junction and head in the direction of Frankfurt-Miquelallee. After around 6 km, the motorway ends and merges with Miquelallee. Proceed down Miquelallee for 500 m, and turn right onto Hansaallee. After another 500 m, turn right at the second intersection onto Bremer Strasse. After 350 m, take the first righthand turn, and keep going until the street ends. Turn right onto Siesmayerstrasse. There is ample parking available inside the underground car park at Siesmayerstraße 63 (a car parking charge is payable; this will be covered by DIC Asset AG). To get to the Gesellschaftshaus, please take the Palmengarten main entrance at Siesmayerstraße. USING PUBLIC TRANSPORTATION: Take underground lines U4, U6 or U7 or alternatively the tram line 16 to the stop Bockenheimer Warte. Walk toward downtown along Bockenheimer Landstrasse for 500 metres until you see Palmengartenstrasse on your left. 16

19 A66 Miquelallee Palmengarten Entrance Siesmayerstr. Gesellschaftshaus Entrance Palmengartenstr. U P Bockenheimer Warte Palmengarten- str. Grüneburgpark Siesmayerstraße University Frankfurt Campus Westend Hansaallee Fürstenbergerstraße Bockenheimer Landstraße U Westend Bremer Straße ALTE OPER P Entrance Hall/ Siesmayersaal Rose Garden Palm House Entrance Siesmayerstraße Siesmayerstraße Café Siesmayer Night Exit Siesmayer Gesellschaftshaus Palmengarten Route from the multi-storey car park to the venue Route back from the venue to the multi-storey car park Entrance Palmengartenstraße Accessible via Bockenheimer Landstraße U4 U6 U7 Bus 36 Bus 50

20