Invitation to the Annual General Meeting
(Thomson Reuters ONE) -
HORNBACH HOLDING AG / Invitation to the Annual General Meeting processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement.
HORNBACH
HORNBACH HOLDING Aktiengesellschaft
67433 Neustadt an der Weinstrasse
- ISIN DE0006083405 and ISIN DE0006083439 -
Invitation to the Annual General Meeting
We hereby invite our shareholders to attend our Annual General Meeting, to be
held at Jugendstil-Festhalle Landau, Mahlastrasse 3, 76829 Landau in der Pfalz,
at 11.00 a.m. on Friday, July 9, 2010.
Agenda
1. Presentation of the adopted annual financial statements, the approved
consolidated financial statements and the management report of HORNBACH HOLDING
Aktiengesellschaft and the Group for the 2009/2010 financial year, the report of
the Supervisory Board, and the explanatory report of the Board of Management in
respect of the disclosures made pursuant to § 289 (4) and § 315 (4) of the
German Commercial Code (HGB)
2. Resolution on the appropriation of net unappropriated profit for the
2009/2010 financial year
The Board of Management and the
Supervisory Board propose to
appropriate
the net unappropriated profit reported
for the 2009/2010 financial year ? 11,740,567.71
amounting to
as follows:
Distribution of a dividend of ? 1.28 ? 5,120,000.00
per ordinary share for 4,000,000
ordinary shares
Distribution of a dividend of ? 1.34 ? 5,360,000.00
per preference share for 4,000,000
preference shares
Allocation to revenue reserves ? 1,250,000.00
Balance carried forward ? 10,567.71
Should HORNBACH HOLDING Aktiengesellschaft hold any treasury stock upon such
resolution being adopted by the Annual General Meeting, then pursuant to the
German Stock Corporation Act (AktG) such shares have no dividend entitlement.
Sums attributable to ordinary shares without dividend entitlement will also be
carried forward.
3. Resolution releasing the Board of Management from responsibility for the
2009/2010 financial year
The Board of Management and Supervisory Board propose to release the members of
the Board of Management in the 2009/2010 financial year from responsibility for
this period.
4. Resolution releasing the Supervisory Board from responsibility for the
2009/2010 financial year
The Board of Management and Supervisory Board propose to release the members of
the Supervisory Board in the 2009/2010 financial year from responsibility for
this period.
5. Election of auditors and group auditors for the 2010/2011 financial year
The Supervisory Board proposes the election of KPMG AG
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as auditors and group
auditors for the 2010/2011 financial year.
This proposal is based on a corresponding recommendation made by the Audit
Committee.
6. Election of auditors for the audit review of the half-year financial report
for the 2010/2011 financial year
The Supervisory Board proposes the election of KPMG AG
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, for the audit review of the
abridged consolidated interim financial statements and interim management report
for the first half of the 2010/2011 financial year pursuant to § 37w (5) and
§ 37y No. 2 of the German Securities Trading Act (WpHG).
This proposal is based on a corresponding recommendation made by the Audit
Committee.
7. By-election of a member of the Supervisory Board
Ian Cheshire has retired from his position as a member of the Supervisory Board
of HORNBACH HOLDING Aktiengesellschaft. Pursuant to § 9 (3) Sentence 2 of the
company's Articles of Association, a by-election is to be held for the remaining
term in office of the retiring member.
Pursuant to § 96 (1) Final Subsection of the German Stock Corporation Act (AktG)
in conjunction with § 9 (1) of the Articles of Association, the Supervisory
Board consists exclusively of six members elected by shareholders. The Annual
General Meeting is not bound by the candidate hereby proposed.
The Supervisory Board proposes the election of Peter Hogsted Nielsen, CEO Other
International der Kingfisher plc. London, UK, to the Supervisory Board of
HORNBACH HOLDING Aktiengesellschaft. Pursuant to § 9 (3) Sentence 2 of the
company's Articles of Association, such candidate is to be elected for the
remaining term of the retiring member, i.e. until the conclusion of the Annual
General Meeting releasing the Supervisory Board from responsibility for the
2012/2013 financial year.
The candidate proposed holds the following position on a foreign supervisory
body comparable with a position on a statutory supervisory board: Koctas Yapi
Marketleri Ticaret A.S., Istanbul (Vice Chairman of the Board).
Requirements governing participation in the Annual General Meeting and the
exercising of voting rights
To be entitled to participate in the Annual General Meeting and exercise their
voting rights, shareholders must have registered and submitted documentary
evidence of their shareholding to the company in good time ahead of the Annual
General Meeting. Adequate evidence of shareholding involves a certification
issued in text form in German or English by the account-holding financial
institution and referring to the beginning of the 21(st) day prior to the Annual
General Meeting, i.e.
Friday, June 18, 2010, 0.00 (CET)
(so-called "evidence date")
Registration and the documentary evidence of shareholding must have been
received by the company at least six days prior to the Annual General Meeting
(not counting the date of the Annual General Meeting and the date of receipt),
i.e. by the latest on
Friday, July 2, 2010, 24.00 (CET)
at the following address, fax number or e-mail address:
HORNBACH HOLDING Aktiengesellschaft
c/o PR IM TURM HV-Service AG
Römerstrasse 72-74
68259 Mannheim
Fax: +49 (0) 621-7177213
E-mail:eintrittskarte(at)pr-im-turm.de
The company is entitled to request further appropriate evidence should it harbor
any doubts as to the correctness or authenticity of the certification. Should
such evidence not be provided, or not in suitable form, then the company is
entitled to reject the shareholder in question pursuant to § 19 (3) of the
Articles of Association.
Relevance of the evidence date
From the perspective of the company, only those persons or institutions that
have presented evidence of shareholding are deemed as shareholders entitled to
participate in the Annual General Meeting and exercise their voting rights. The
entitlement to participate in the Annual General Meeting and scope of voting
rights are measured solely in terms of the shareholding held by the shareholder
at the evidence date.
The evidence date does not involve any restriction on the disposability of such
shareholding. Even when such shareholding is disposed of completely or in part
following the evidence date, shareholders' participation and the scope of their
voting rights are based solely on the shareholding held by the shareholder on
the evidence date, i.e. disposals or other assignments of shares following the
evidence date have no implications on their participation in the Annual General
Meeting and the scope of their voting rights. The same applies for the
acquisition of shares or any increase in the number of shares held following the
evidence date.
Persons not holding any shares as of the evidence date and only becoming
shareholders subsequently are not entitled to participate or exercise any voting
rights, unless they have been authorized as proxies or empowered to exercise
such rights.
The evidence date has no implications for dividend entitlement.
Proxy voting procedures
Shareholders not wishing to participate in the Annual General Meeting in person
are entitled to have their voting rights exercised by an authorized party, e.g.
their accounting-holding bank, a shareholders' association, or a person of their
choice, or by the voting proxy appointed by the company. In these cases as well,
shareholders must register for the Annual General Meeting on time and submit
documentary evidence of their shareholding in accordance with the aforementioned
requirements.
Any powers of attorney issued or revoked must be communicated to the company in
text form, as must the documentary evidence of shareholding, unless the
authorized party is a financial institution, a shareholders' association or any
other equivalent person or institution as defined in § 135 of the German Stock
Corporation Act (AktG).
Powers of attorney may be issued to the company or to the authorized party. When
issued to the authorized party, documentary evidence of such must be provided to
the company. This requirement may be met by the authorized party presenting the
power of attorney at the entry desk on the date of the Annual General Meeting or
by the documentary evidence of such authorization being communicated to the
company by post or fax to the address or fax number used for registration. To
communicate such documentary evidence in electronic form, please use the
password-protected authorization platform at the internet address
www.hv-vollmachten.de. The PIN number for the authorization platform is printed
on the admissions ticket which will be sent to you following registration and
submission of documentary evidence of your shareholding.
A form for issuing or revoking powers of attorney and submitting documentary
evidence of such authorization is available for downloading from the HORNBACH
Group's internet site under Investor Relations/Corporate Governance/Annual
General Meeting
(www.hornbach-holding.com/investor/en/php/cont_investor_corpgov_hv.php
Upon request, a printed version of this form can also be forwarded to each
shareholder.
Should a shareholder authorize more than one person, the company is entitled to
reject one or more such person.
Financial institutions, shareholders' association and the other equivalent
persons and institutions defined in § 135 of the German Stock Corporation Act
(AktG) may stipulate different requirements for the form of power of attorney
used to authorized them. Shareholders are therefore requested to agree the form
and procedure for issuing powers of attorney in good time with the person or
institution to be authorized.
As an additional service, we provide our shareholders with the option of being
represented in accordance with their instructions at the Annual General Meeting
by a voting proxy appointed by the company. This proxy exercises voting rights
on the exclusive basis of the instructions issued by the shareholder. Please
note that voting proxies cannot accept any instructions to make statements, pose
questions or submit countermotions. Further details about the relevant
procedures will be forwarded together with your admissions ticket. Powers of
attorney issued to the voting proxy appointed by the company, as well as any
revoking of such powers of attorney and instructions for the voting proxy, must
have been received at the address, fax number or e-mail address used for
registration purposes at the latest by
Thursday, July 8, 2010, 24.00 (CET)
After this, it is no longer possible to amend those powers of attorney and
voting instructions already issued.
In addition, shareholders who attend the Annual General Meeting but have to
leave prior to voting have the possibility upon leaving of issuing a power of
attorney and specific instructions for the exercising of their voting rights to
a voting proxy appointed by the company. To do this, they should use the form
included on the voting slip.
Shareholders' rights: minority motions pursuant to § 122 (2) AktG
Shareholders whose combined shareholdings are equivalent to one twentieth of the
share capital or a prorated amount of ? 500,000.00 are entitled to request
pursuant to § 122 (2) of the German Stock Corporation Act (AktG) that items be
added to the agenda and announced. Such requests must be received by the company
at least 30 days prior to the Annual General Meeting (not counting the date of
the Annual General Meeting and the date of receipt), and thus at the latest by
Tuesday, June 8, 2010, 24.00 (CET)
Such requests must be addressed in writing to the Board of Management of
HORNBACH HOLDING Aktiengesellschaft. Requests otherwise addressed cannot be
considered. Each new agenda item must be accompanied by a substantiation or a
proposed resolution.
Shareholders' rights: countermotions and election proposals pursuant to § 126
(1) and § 127 AktG
Shareholders may submit countermotions to any proposal made by the management
concerning a specific agenda item. Shareholders may also propose candidates for
election as auditors or Supervisory Board members. Shareholders are requested to
communicate any countermotions and election proposals exclusively to the
following address, fax number or e-mail address:
HORNBACH HOLDING Aktiengesellschaft
Investor Relations/Hauptversammlung
Le Quartier Hornbach 19
67433 Neustadt an der Weinstrasse
Fax: +49 (0) 6348-60-4299
E-mail:gegenantraege.holding(at)hornbach.com
The company will publish any countermotions and election proposals received at
the aforementioned address, fax number or e-mail address at the latest on
Thursday, June 24, 2010, 24.00 (CET)
together with the shareholder's name, any substantiation provided and any
statement to be made by the management, on the HORNBACH Group's internet
communications platform at www.hornbach-group.com.
The company may forego publication of a countermotion and its substantiation if
the conditions set out in § 126 (2) of the German Stock Corporation Act (AktG)
apply, specifically if publication of such by the Board of Management would
constitute a criminal offense, if the countermotion would lead to a resolution
at the Annual General Meeting that would infringe the law or the Articles of
Association, if the substantiation contains obviously incorrect or misleading
information in material aspects, or if it contains insulting material, if a
countermotion submitted by the shareholder on the same issue has already been
published in connection with an Annual General Meeting of the company pursuant
to § 125 of the German Stock Corporation Act (AktG), if the same countermotion
submitted by the shareholder with basically the same substantiation has already
been published by the company in connection with at least two Annual General
Meetings pursuant to § 125 of the German Stock Corporation Act (AktG) in the
past five years and such countermotion was subsequently supported by less than
one twentieth of the share capital represented at the Annual General Meeting, if
it is apparent that the shareholder does not intend to participate in or be
represented at the Annual General Meeting, or if the shareholder did not propose
a countermotion previously communicated, or have such countermotion proposed by
others, at two Annual General Meetings in the past two years.
Substantiations of countermotions do not have to be published when they exceed a
total of more than 5,000 characters in length.
The above paragraphs apply by analogy to proposals submitted by shareholders for
the election of Supervisory Board members or auditors, with the exception that
such proposals do not require substantiation. Apart from those cases set out in
§ 126 (2) of the German Stock Corporation Act (AktG), the Board of Management
may also forego publication of election proposals submitted by shareholders when
they do not include the name, profession exercised, or town/city of residence of
the Supervisory Board members or auditors thereby proposed, as well as
disclosures on their membership of other statutory supervisory bodies in the
case of candidates proposed for election to the Supervisory Board. Disclosures
on membership of comparable supervisory bodies at companies in Germany and
abroad should also be appended.
Shareholders' rights: right to information pursuant to § 131 (1) AktG
Pursuant to § 131 (1) of the German Stock Corporation Act (AktG), each
shareholder is entitled upon request to receive information from the Board of
Management on matters relating to the company at the Annual General Meeting,
provided that such information is necessary for the appropriate assessment of
the respective agenda item. This duty to provide information also includes the
company's legal and business dealings with associate companies, as well as the
situation of the Group and the companies included in the consolidated financial
statements, as the consolidated financial statements and group management report
are also presented to the Annual General Meeting under Agenda Item 1.
For the reasons outlined in § 131 (3) of the German Stock Corporation Act
(AktG), the Board of Management may refuse to answer individual questions, for
example if the disclosure of such information may, based on reasonable
commercial judgment, create a not inconsiderable disadvantage for the company or
one of its associates. Pursuant to § 20 (3) of the Articles of Association, the
Chairman of the Meeting may impose a reasonable limit on the time allocated to
both statements and questions by shareholders. In particular, he may impose a
reasonable limit on the duration of the entire Annual General Meeting, on the
treatment of individual agenda items, and on individual statements and
questions.
Further explanations and information at the company's internet site
The information for the Annual General Meeting required by § 124a of the German
Stock Corporation Act (AktG) is available to shareholders at the HORNBACH
Group's internet site under Investor Relations/Corporate Governance/Annual
General Meeting
(www.hornbach-holding.com/investor/en/php/cont_investor_corpgov_hv.php
As soon as the Annual General Meeting has been convened, the documents to be
made available in accordance with § 175 and § 176 of the German Stock
Corporation Act (AktG) and the further explanations of shareholders' rights
required by § 122 (2), § 126 (1), § 127 and § 131 (1) of the German Stock
Corporation Act (AktG) are also available there. The documents to be made
available in accordance with § 175 and § 176 of the German Stock Corporation Act
(AktG) will also be available for inspection at the Annual General Meeting.
Total number of shares and voting rights upon the convening of the Annual
General Meeting
The company's share capital of ? 24,000,000 is divided into 4,000,000 individual
ordinary shares and 4,000,000 individual non-voting preference shares upon the
convening of the Annual General Meeting. Each ordinary share entitles its holder
to one vote. Pursuant to § 21 (2) of the Articles of Association, the preference
shares are not entitled to voting rights; in cases where the preference shares
have compulsory voting rights by law, however, then each preference share
entitles its holder to one vote. The company is not entitled to exercise any
voting rights attributable to treasury stock; the company did not hold any
treasury stock upon the convening of the Annual General Meeting.
Neustadt an der Weinstrasse, May 2010
HORNBACH HOLDING Aktiengesellschaft
The Board of Management
[HUG#1418879]
--- End of Message ---
HORNBACH HOLDING AG
Le Quartier Hornbach 19 Neustadt an den Weinstraße Germany
WKN: 608343;ISIN: DE0006083439;
Listed: Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse;
AGM 2010 - Invitation: http://hugin.info/130429/R/1418879/369048.pdf
Unternehmensinformation / Kurzprofil:
Datum: 27.05.2010 - 16:00 Uhr
Sprache: Deutsch
News-ID 21578
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contact information:
Town:
Neustadt an den Weinstraße
Kategorie:
Business News
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