annual shareholders’ meeting - draeger · annual shareholders’ meeting. isin de0005550602 and...
Post on 14-Jul-2019
220 Views
Preview:
TRANSCRIPT
Invitation
to the annual shareholders’ meeting
ISIN DE0005550602 and ISIN DE0005550636
Drägerwerk AG & Co. KGaA
Lübeck, Germany
We invite our shareholders to the
annual shareholders’ meeting
to be held at 10.00 am on Wednesday, April 27, 2016, at the Lübeck Musik- und
Kongresshalle, Willy-Brandt-Allee 10, 23554 Lübeck, Germany.
I. Agenda
1. Presentation of the single entity financial statements of Drägerwerk AG & Co. KGaA
as of December 31, 2015, as approved by the Supervisory Board; the group
financial statements as of December 31, 2015, as approved by the Supervisory
Board; the combined management report for Drägerwerk AG & Co. KGaA and the
Group; the voluntary report of the general partner on the disclosures pursuant to
Sec. 289 (4) and 315 (4) of the HGB (Handelsgesetzbuch; German Commercial
Code), the report of the Supervisory Board and the report of the Joint Committee;
resolution on the approval of the single entity financial statements of Drägerwerk
AG & Co. KGaA as of December 31, 2015.
The general partner and the Supervisory Board propose the approval of the financial
statements of Drägerwerk AG & Co. KGaA as of December 31, 2015 in the form
presented, which show a net earnings of EUR 365,975,972.86.
The documents presented concerning item 1 of the agenda are available for review on the
Company website at www.draeger.com/hvf from the date of the convocation of the annual
shareholders’ meeting. The same applies to the proposal of the general partner on the
appropriation of the net earnings. The documents will also be available and will be verbally
explained at the annual shareholders’ meeting on April 27, 2016.
With the exception of the resolution on the approval of the annual financial statements
pursuant to Sec. 286 (1) Sentence 1 of the AktG (Aktiengesetz; German Companies Act),
no other resolution of the annual shareholders’ meeting on item 1 of the agenda is planned.
The Supervisory Board has approved the group financial statements pursuant to Sec. 171
AktG. There are no conditions pursuant to Sec. 173 (1) AktG under which the annual
shareholders’ meeting has to pass a resolution on the approval of the group financial
statements. A resolution on the appropriation of net earnings is part of item 2 on the
agenda.
2. Resolution on the appropriation of net earnings of Drägerwerk AG &
Co. KGaA
Net earnings for fiscal year 2015 amount to EUR 365,975,972.86.
The general partner and the Supervisory Board propose the following appropriation of net
earnings: Dividend distribution of EUR 0.19 per preferred share eligible for a dividend
- in total EUR 1,444,000.00 EUR 0.13 per ordinary share eligible for a dividend
- in total EUR 1,320,800.00
The remaining amount of EUR 363,211,172.86 is carried forward to new account.
The basis for the resolution proposed above is the share capital of the Company, which is
divided into 7,600,000 preferred shares eligible for a dividend (ISIN DE0005550636) and
10,160,000 ordinary shares eligible for a dividend (ISIN DE0005550602). The number of
shares eligible for a dividend may change up to the time of the annual shareholders’ meeting.
In this event, an appropriately adjusted proposal on the appropriation of the net earnings is
distributed to the annual shareholders’ meeting, which will provide for an unchanged dividend
of EUR 0.19 per eligible preferred share and EUR 0.13 per eligible ordinary share, but an
appropriately adjusted profit carryforward to new account.
The dividend is payable on April 28, 2016.
3. Resolution on the approval of the actions of the general partner in fiscal year 2015
The general partner and the Supervisory Board propose the approval of the actions of the
general partner in fiscal year 2015.
4. Resolution on the approval of the actions of the Supervisory Board in fiscal year 2015
The general partner and the Supervisory Board propose the approval of the actions of the
Supervisory Board members in fiscal year 2015.
5. Selection of the auditor for the single entity and group financial statements 2016 and
the auditor for any audit review of the half-yearly financial report and of any additional
financial information during the year that may be performed
Based on the recommendation of its Audit Committee, the Supervisory Board proposes
selecting PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Hamburg, Germany, as the auditor for the single entity and group financial statements for fiscal
year 2016 and the auditor for any audit review of the half-yearly financial reports and of the
interim management reports of the half-yearly financial reports and of any additional financial
information during the year that may be performed pursuant to Sec. 37w (7) of the WpHG
(Wertpapierhandelsgesetz; Securities Trading Act) for fiscal years 2016 and 2017 if these are
prepared prior to the annual shareholders’ meeting in fiscal year 2017.
6. Resolution on the cancellation of the existing authorized capital pursuant to article 6 (4)
of the articles of association and creation of new authorized capital with the option of
excluding subscription rights as well as the related amendment of the articles of
association
The authorization approved by the annual shareholders’ meeting of the Company on May 6,
2011 to increase the share capital (authorized capital) has not been exercised to date and will
expire on May 5, 2016. In order to provide the Company with the possibility also in the future of
covering its financial requirements quickly and flexibly by using authorized capital, the
Company shall be issued a new authorization to increase the share capital with the approval of
the Supervisory Board. It shall relate to the issue of ordinary and/or preferred shares and shall
be subject to a time limit of five years.
The general partner and the Supervisory Board propose the following resolution:
a) Cancellation of the existing authorized capital
The authorization of the general partner adopted by the annual shareholders’ meeting of the
Company on May 6, 2011 under item 9 of the agenda at that time to increase the share capital
in accordance with article 6 (4) of the articles of association (Authorized capital) is, if no use
has been made of it up to that point, cancelled upon the entry into effect of the new
authorization to increase the share capital provided below under b) and upon registration in the
companies register of the amendment to the articles of association provide for below under c).
b) Creation of new authorized capital
The general partner is authorized to increase the share capital, subject to the approval of the
Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer
ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or
contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The
authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139
(2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which
shall carry the same status as the previously issued non-voting preferred shares in the
distribution of profits and/or the assets of the Company.
Shareholders shall be granted a subscription right, unless this is excluded for the reasons
stated below. The subscription right can also be granted to the shareholders in such a way that
the new shares are acquired by one or more financial institutions or companies within the
meaning of Sec. 186 (5) Sentence 1 AktG specified by the general partner with the obligation
to offer them to the shareholders for purchase (indirect subscription right).
If ordinary and preferred shares are issued at the same time while the shareholding ratio of the
two classes of shares at the time of the relevant issue is maintained, the general partner shall
be authorized, subject to the approval of the Supervisory Board, to exclude the right of holders
of one share class to subscribe for the other class of shares (“crossed exclusion of subscription
rights”). Also in this case, the general partner is entitled to exclude further subscription rights
under the terms of the regulations stated below.
The general partner is further authorized, subject to the approval of the Supervisory Board, to
exclude the subscription rights of the shareholders:
(i) in order to compensate for any fractional amounts;
(ii) if the shares are issued in exchange for contributions in kind, especially in the context of
company mergers or the acquisition of companies, business units or equity interests in
companies or of other assets or of claims to the acquisition of other assets, including
receivables from the Company or from companies controlled by it within the meaning of Sec.
17 AktG;
(iii) if the shares of the Company are issued in exchange for cash and the issue price per share
does not significantly fall below the stock market price of an essentially similarly structured,
already listed share of the same class at the time the shares are issued. The exclusion of the
subscription right can in this event be conducted, however, only if the number of the shares
issued in this way together with the number of other shares that are issued or sold during the
term of this authorization subject to an exclusion of subscription right in direct application or
application mutatis mutandis of Sec. 186 (3) sentence 4 AktG, and with the number of shares
that may be created as the result of the exercise or fulfillment of option and/or conversion
rights or obligations arising from warrant and/or convertible bonds and/or participation rights
that are issued during the term of this authorization subject to an exclusion of subscription right
in application mutatis mutandis of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of
the share capital either at the time that this authorization comes into effect or at the time the
new shares are issued;
(iv) if this is necessary in order to grant holders or creditors of warrant and/or convertible bonds
with option and/or conversion rights and obligations that are issued by the Company or one of
the companies in which it holds a majority interest a right to subscribe to new shares in the
extent to which they would be entitled after exercising the option or conversion rights or after
fulfilling option or conversion obligations.
The proportion of the share capital attributed in total to new shares for which the subscription
right is excluded on the basis of this authorization may, together with the proportion of the
share capital that is attributed to treasury shares or to new shares from other authorized capital
or that relates to the option or conversion rights or obligations arising from options, warrant
and/or convertible bonds and/or participation rights that have been sold or issued during the
term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent
of the share capital. Shares that are issued under a crossed exclusion of subscription rights
are excluded from this limitation to 20 percent of the share capital. The key factor for
calculating the 20 percent limit is the existing share capital at the time that this authorization
comes into effect or is exercised, on whichever of these dates the share capital is at its lowest.
The general partner is authorized, subject to the approval of the Supervisory Board, to
determine the details of the share rights and of the capital increase as well as the terms and
conditions of the share issue, in particular the issue price. The Supervisory Board is authorized
to adjust the wording of the articles of association in line with the utilization of the authorized
capital or after the authorization period has expired. c) Amendment to the articles of association
Article 6 (4) of the articles of association is revised as follows:
"The general partner is authorized to increase the share capital, subject to the approval of the
Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer
ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or
contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The
authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139
(2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which
shall carry the same status as the previously issued non-voting preferred shares in the
distribution of profits and/or the assets of the Company.
Shareholders shall be granted a subscription right, unless this is excluded for the reasons
stated below. The subscription right can also be granted to the shareholders in such a way that
the new shares are acquired by one or more financial institutions or companies within the
meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the obligation to
offer them to the shareholders for purchase (indirect subscription right).
If ordinary and preferred shares are issued at the same time while the shareholding ratio of the
two classes of shares at the time of the relevant issue is maintained, the general partner is
authorized, subject to the approval of the Supervisory Board, to exclude the right of holders of
one share class to subscribe for the other class of shares (“crossed exclusion of subscription
rights”). Also in this case, the general partner is entitled to exclude further subscription rights
under the terms of the regulations stated below.
The general partner is further authorized, subject to the approval of the Supervisory Board, to
exclude the subscription rights of the shareholders:
(i) in order to compensate for any fractional amounts;
(ii) if the shares are issued in exchange for contributions in kind, especially in the context of
company mergers or the acquisition of companies, business units or equity interests in
companies or of other assets or of claims to the acquisition of other assets, including
receivables from the Company or from companies controlled by it within the meaning of
Sec. 17 AktG;
(iii) if the shares of the Company are issued in exchange for cash and the issue price per
share does not significantly fall below the stock market price of an essentially similarly
structured, already listed share of the same class at the time the shares are issued. The
exclusion of the subscription right can in this event be conducted, however, only if the
number of the shares issued in this way together with the number of other shares that are
issued or sold during the term of this authorization subject to an exclusion of subscription
right in direct application or application mutatis mutandis of Sec. 186 (3) sentence 4
AktG, and with the number of shares that may be created as the result of the exercise or
fulfillment of option and/or conversion rights or obligations arising from warrant and/or
convertible bonds and/or participation rights that are issued during the term of this
authorization subject to an exclusion of subscription right in application mutatis mutandis
of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of the share capital either at
the time that this authorization comes into effect or at the time the new shares are issued;
(iv) if this is necessary in order to grant holders or creditors of warrant and/or convertible
bonds with option and/or conversion rights and obligations that are issued by the
Company or one of the companies in which it holds a majority interest a right to subscribe
to new shares in the extent to which they would be entitled after exercising the option or
conversion rights or after fulfilling option or conversion obligations.
The proportion of the share capital attributed in total to new shares for which the subscription
right is excluded on the basis of this authorization may, together with the proportion of the
share capital that is attributed to treasury shares or to new shares from other authorized capital
or that relates to the option or conversion rights or obligations arising from options, warrant
and/or convertible bonds and/or participation rights that have been sold or issued during the
term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent
of the share capital. Shares that are issued under a crossed exclusion of subscription rights
are excluded from this limitation to 20 percent of the share capital. The key factor for
calculating the 20 percent limit is the existing share capital at the time that this authorization
comes into effect or is exercised, on whichever of these dates the share capital is at its lowest.
The general partner is authorized, subject to the approval of the Supervisory Board, to
determine the details of the share rights and of the capital increase as well as the terms and
conditions of the share issue, in particular the issue price. The Supervisory Board is authorized
to adjust the wording of the articles of association in line with the utilization of the authorized
capital or after the authorization period has expired.”
7. Resolution on the cancellation of the existing authorization to acquire treasury shares
and a new authorization to acquire and to use treasury shares as well as on the
exclusion of the option to sell during acquisition and of the subscription right during
sale
The authorization resolved by the annual shareholders’ meeting of the Company on May 4,
2012 to acquire treasury shares was partially utilized by the acquisition of own preferred
shares and expires on May 3, 2017. In order to have the option of acquiring treasury shares
also in the future, the existing authorization is to be cancelled and the Company reauthorized
for five years to acquire treasure shares.
The general partner and the Supervisory Board propose the following resolution: a) Cancellation of the existing authorization to acquire treasury shares
The authorization resolved by the annual shareholders’ meeting of the Company on May 4,
2012 under item 6 of the agenda at that time for the general partner to acquire treasury shares
in accordance with Sec. 71 (1) no. 1 AktG, is, if no use has been made of it by that time,
cancelled upon the entry into effect of the new authorization to acquire treasury shares
provided for below under b) to c).
b) New authorization to acquire treasury shares
The general partner is authorized to acquire, up to April 26, 2021, treasury shares of whatever
class (ordinary and/or preferred shares) amounting to a total of no more than 10 percent of the
share capital of the Company existing at the time the resolution is adopted or – if the value is
lower – at the time the authorization is exercised. No more than 10 percent of the share capital
may be allotted at any time to the shares acquired together with other treasury shares that are
in the possession of or are to be attributed to the Company in accordance with Sec. 71a ff.
AktG. The authorization may not be used for the purpose of trading in treasury shares.
The acquisition can be limited in full or in part to shares of one class while the sell option of the
shareholders of the other class is completely or partially excluded.
c) Types of acquisition
The acquisition may be conducted at the discretion of the general partner
(i) on the stock market or
(ii) on the basis of a public purchase offer directed to all shareholders of a class or on the
basis of a public solicitation of offers directed to all shareholders of a class.
If the shares are acquired on the stock market, the purchase price paid by the Company per
share of the same class (excluding incidental acquisition costs) may not be more than 10
percent higher or lower than the price of the shares of the class in question ascertained on the
relevant trading day by the opening auction in Xetra trading (or on a functionally comparable
successor system replacing the Xetra system) on the Frankfurt Stock Exchange.
If the shares are acquired on the basis of a public purchase offer directed to all shareholders of
a class or on the basis of a public solicitation of offers directed to all shareholders of a class,
- the purchase price offered per share of the class in question (excluding incidental
acquisition costs) in the event of a public purchase offer directed to all shareholders of a
class or
- the threshold values of the purchase price spread defined by the Company (excluding
incidental acquisition costs) in the event of a public solicitation of offers directed to all
shareholders of a class may
not be more than 10 percent higher or lower than the volume-weighted average of the closing
auction prices for shares of the class in question in Xetra trading (or on a functionally
comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange
during the last five stock exchange trading days before the date that the public purchase offer
or the public solicitation of offers is publicly announced.
If significant deviations in the relevant price arise after a public purchase offer directed to all
shareholders of a class or a public solicitation of offers directed to all shareholders of a class is
published, then the purchase offer or the public solicitation of offers can be adjusted. In this
event, the volume-weighted average of the closing auction prices for shares of the class in
question in Xetra trading (or on a functionally comparable successor system replacing the
Xetra system) on the Frankfurt Stock Exchange during the last five stock exchange trading
days before the adjustment is publicly announced will be taken as the basis.
The volume of the purchase offer or of the public solicitation of offers can be limited. If in a
public purchase offer or a public solicitation of offers, the volume of the tendered shares
exceeds the intended buyback volume, the acquisition can be conducted in proportion to the
shares subscribed and offered in each case; the right of the shareholders to offer their shares
for sale in proportion to their shareholding ratio is excluded in this respect. A preferential
acceptance of small lots of up to 100 tendered shares per shareholder as well as commercial
rounding in order to avoid mathematical fractions of shares can be stipulated. Any more
extensive option to sell of the shareholders is excluded in this respect.
The public purchase offer or the public solicitation of offers can stipulate further terms and
conditions. d) Use of treasury shares
The general partner is authorized to use the treasury shares acquired on the basis of the
authorization pursuant to b) and c) for all purposes permitted by law and especially the
following purposes:
(i) The shares may be redeemed without this redemption or its implementation requiring a
further resolution of the annual shareholders’ meeting. They can also be redeemed in
the simplified procedure without reducing the capital by adjusting the pro rata
mathematical amount of the other no-par shares in the share capital of the Company. If
the redemption is carried out in the simplified procedure, the general partner is
authorized to revise the number of no-par shares in the articles of association.
(ii) The shares can also be sold in a way other than on the stock market or on the basis of an
offer made to all shareholders if the purchase price to be paid in cash is not significantly
lower than the stock market price of the essentially similarly structured, already listed
shares of the class in question. The number of shares sold in this way may, together with
the number of other shares that are issued or sold during the term of this authorization
subject to the exclusion of the subscription right in direct application or application
mutatis mutandis of Sec. 186 (3) sentence 4 AktG, and the number of shares that may
be created as the result of the exercise or fulfillment of option and/or conversion rights or
obligations arising from warrant and/or convertible bonds and/or participation rights that
are issued during the term of this authorization subject to an exclusion of the
subscription right in application mutatis mutandis of Sec. 186 (3) sentence 4 AktG, not
exceed 10 percent of the share capital. The key factor is the share capital at the time that
this authorization comes into effect or the share capital present at the time this
authorization is exercised, depending on which value is lower.
(iii) The shares can be sold in exchange for payments in kind, especially in the context of
company mergers or the acquisition of companies, business units or equity interests in
companies or of other assets or of claims to the acquisition of other assets, including
receivables from the Company or from companies controlled by it within the meaning of
Sec. 17 AktG.
(iv) The shares can be offered for sale and transferred to persons who have an employment
relationship with the Company or a company affiliated with it. They can also be offered
for sale and transferred to members of the Executive Board of the general partner in its
capacity as the management body of the Company or to members of the management
of a company affiliated with it. If members of the Executive Board of the general partner
are given preferential treatment, the selection of the beneficiaries and the determination
of the scope of the shares to be granted to them is additionally the responsibility of the
Supervisory Board of the general partner.
(v) The shares can be used to fulfil subscription and conversion rights that are created on
account of the exercise of option and/or conversion rights or the fulfillment of option
and/or conversion obligations arising from warrant and/or convertible bonds issued by
the Company or one of the companies in which it holds a majority interest.
The right of the shareholders to subscribe to treasury shares acquired on the basis of this
authorization is excluded if they are used in accordance with the above authorizations under
(ii) to (v). Moreover, the right of shareholders to subscribe for fractional amounts can be
excluded in the event that the treasury shares are sold through an offer made to all
shareholders.
The authorization to use treasury shares subject to the exclusion of the subscription right of the
shareholders is limited, however, in so far as the sum of the treasury shares used subject to
the exclusion of the subscription right of the shareholders together with the number of other
shares that are issued from authorized capital during the term of this authorization subject to
the exclusion of the subscription right or have to be issued on account of options, warrant
and/or convertible bonds or participation rights issued during the term of this authorization
subject to the exclusion of the subscription right may not exceed 20 percent in total of the share
capital after the authorization is exercised; the key factor is either the share capital at the time
that this authorization comes into effect or the share capital present at the time this
authorization is exercised, depending on which value is lower.
e) Utilization in partial amounts or by controlled companies and by third parties for
the account of the Company or of the Company controlled by it
All authorizations designated above can be exercised by the Company in full or in partial
amounts, on one or more occasions, in pursuit of one or more purposes. The authorizations –
with the exception of the authorization to redeem treasury shares – can also be exercised by
companies controlled or majority-owned by the Company or for its or their account by third
parties.
f) Approval of the Supervisory Board
The measures of the general partner on the basis of this resolution may be undertaken only
with the approval of the Supervisory Board.
II. Further information on the convening of the annual shareholders’ meeting
Requirements for participating in the annual shareholders’ meeting and exercising
potential voting rights
Ordinary shareholders are entitled to participate in the annual shareholders’ meeting and to
exercise voting rights, preferred shareholders are entitled to participate in the annual
shareholders’ meeting subject to article 34 (5) of the articles of association. However, only
those shareholders who have registered prior to the annual shareholders’ meeting and
provided proof of their entitlement to participate in the annual shareholders’ meeting and to
exercise their voting rights are entitled to participate in the annual shareholders’ meeting and
exercise their voting rights.
The proof of shareholding to be furnished for the entitlement to participate in the annual
shareholders’ meeting and exercise voting rights must be made in the form of a certificate
issued by the custodian bank. The proof of shareholding must be written in German or English
and issued in written or electronic form, and it must refer to the beginning of the 21st day
before the annual shareholders’ meeting, i.e.
Wednesday, April 6, 2015, 00:00 (midnight)
(record date).
Both the registration and proof of shareholding of the shareholders (ordinary and preferred
shareholders) must reach the Company at least six days before the annual shareholders’
meeting (not including the day of the annual shareholders’ meeting and the day of receipt), i.e.
no later than
Wednesday, April 20, 2015, 24:00 hours (midnight)
at the following address:
Drägerwerk AG & Co. KGaA
c/o Commerzbank AG
GS-MO 3.1.1 General Meetings
60261 Frankfurt am Main, Germany
Fax: +49 69 136-26351
E-mail: hv-eintrittskarten@commerzbank.com Importance of the record date
In relation to the Company, only shareholders who have provided proof of their shareholding
are entitled to participate in the annual shareholders’ meeting and exercise voting rights. The
entitlement to participate in the annual shareholders’ meeting and the extent of any voting
rights are determined exclusively by the shareholding of the shareholder on the record date.
The record date is not accompanied by any block on the alienability of the shareholding. Even
in the event of the complete or partial sale of the shareholding after the record date, exclusively
the shareholding on the record date is relevant for the participation and extent of any voting
rights, i.e. the sale or other transfers of shares after the record date have no effect on the
entitlement to participate in the annual shareholders’ meeting or on the extent of the voting
rights. The same applies to the acquisition of initial and additional shares after the record date.
Persons who still do not own any shares on the record date and become shareholders only
after this date are not entitled to participate or exercise voting rights unless they arrange to be
appointed as a proxy or are authorized to exercise such rights. The record date is of no
relevance for the entitlement to a dividend. Process for voting and participating through a proxy
Shareholders who do not wish to participate in person in the annual shareholders’ meeting can
arrange to have their voting rights (ordinary shares) at the annual shareholders’ meeting or
their right to participate (ordinary and preferred shares) in the annual shareholders’ meeting
exercised by a proxy, e.g. by their custodian bank, a shareholders' association or another
person of their choice. It is also necessary in these cases to register punctually for the annual
shareholders’ meeting and to furnish proof of shareholding punctually in accordance with the
above provisions.
If powers of attorney to exercise voting rights are not issued to a financial institution, to a
shareholders' association or to any other person or institution treated as equivalent in Sec. 135
AktG, they must be issued in written or electronic form in accordance with article 30 (2) of the
articles of association. The same shall apply in accordance with Sec. 134 (3) sentence 3 AktG
for their revocation and proof of the proxy provided to the Company. Powers of attorney to
participate in the annual shareholders’ meeting that do not include the exercising of voting
rights must be furnished to the Company in written or electronic form.
The issue of the power of attorney can be declared to the proxy or to the Company. Proof of a-
power of attorney issued to the proxy can be furnished by the proxy presenting the power of
attorney at the registration desk on the day of the annual shareholders’ meeting. Proof of
authorization can be sent by post, fax or electronically (e-mail) to the following address
provided by the Company:
Drägerwerk AG & Co. KGaA
c/o UBJ. GmbH Drägerwerk
HV 2016 Kapstadtring 10
22297 Hamburg, Germany
Fax: +49 40 6378-5423
E-mail: hv@ubj.de
The above means of transmission can also be used if the issue of the power of attorney is to be
declared directly to the Company; it is not necessary to provide separate proof of the issue of
the power of attorney in this case. The revocation of a power of attorney that has already been
issued can also be declared directly to the Company using the above means of transmission.
We kindly ask our shareholders to send powers of attorney, proof of authorization and
revocations of powers of attorney, if these are to be sent by post or fax, by Tuesday, April 26,
2016, 6.00 p.m. (receipt), to the above address.
Shareholders will receive a form that can be used to issue a power of attorney together with the
admission ticket, which will be sent to the shareholders following punctual registration as
described above, and can also be downloaded from www.draeger.com/hv. If a shareholder
authorizes more than one person, the Company can reject one or more of these.
Special features may apply to the authorization of a financial institution, a shareholders'
association or other persons and institutions treated as equivalent in Secs. 135 (8) and (10) in
conjunction with Sec. 125 (5) AktG as well as to the revocation and proof of an authorization of
this kind. Shareholders are asked to agree in good time on the form and procedure for issuing
the power of attorney with the individual or institution to be authorized in such a case.
The Company offers its ordinary shareholders the option of authorising proxies appointed by
the Company before the annual shareholders’ meeting to exercise any voting rights. Common
shareholders who wish to issue a power of attorney to the proxies appointed by the Company
must register for the annual shareholders’ meeting by the deadline and furnish proof of
shareholding by the deadline in accordance with the above provisions. In the event they are
authorized, the proxies appointed by the Company exercise the voting right in accordance with
the instructions they are given. They are not authorized to exercise voting rights without having
received instructions from the ordinary shareholder. A form for issuing powers of attorney and
instructions to the proxies appointed by the Company is attached to each admission ticket for
ordinary shareholders. This form can also be downloaded from www.draeger.com/hv. Powers
of attorney and instructions to the proxies appointed by the Company must also be sent to the
Company in written or electronic form.
For ease of administration, ordinary shareholders who wish to authorize a proxy appointed by
the Company already before the annual shareholders’ meeting are kindly requested to send
their powers of attorney and instructions by no later than Tuesday, April 26, 2016, 6.00 p.m.
(receipt) by post, fax or e-mail to the following address:
Drägerwerk AG & Co. KGaA c/o
UBJ. GmbH
Drägerwerk HV 2016 Kapstadtring
10 22297 Hamburg, Germany
Fax: +49 40 6378-5423
E-mail: hv@ubj.de
In addition, the Company offers ordinary shareholders who have registered in time for the
annual shareholders’ meeting, have furnished proof of shareholding in time in accordance with
the terms and conditions stated above and have come to the annual shareholders’ meeting the
option also at the annual shareholders’ meeting of authorising the proxies appointed by the
Company to exercise any voting rights. Shareholders’ rights Motions to supplement the agenda pursuant to Sec. 122 (2) AktG
Shareholders whose shares together comprise one twentieth of the share capital or the
proportionate amount of EUR 500,000 (the latter corresponding to 195,313 shares rounded up
to the next highest whole number of shares) can request pursuant to Sec. 122 (2) AktG that
items are put on the agenda and published. Each new item must be accompanied by a
statement of grounds or a draft resolution. The request is to be directed in writing to the general
partner as the representative body of the Company and must be received by the Company at
least 30 days before the annual shareholders’ meeting (not including the day of the annual
shareholders’ meeting and the day of receipt of the request), i.e. by no later than
Sunday, March 27, 2016, 24:00 hours
(midnight). Please send requests of this nature to the following address:
Drägerwerk AG & Co. KGaA
The general partner
Drägerwerk Verwaltungs AG
Executive Board
Moislinger Allee 53 - 55
23558 Lübeck, Germany.
Countermotions and nominations from shareholders pursuant to Secs. 126 (1) and 127 AktG
Shareholders can send the Company countermotions against a proposal of the general
partner and/or of the Supervisory Board on a specific item of the agenda as well as
nominations for the election of auditors. Countermotions and nominations from shareholders
pursuant to Secs. 126 (1) and 127 AktG are to be sent exclusively to the following address:
Drägerwerk AG & Co. KGaA
Countermotions for the annual shareholders’ meeting
Moislinger Allee 53 - 55
23558 Lübeck, Germany
Fax: +49 451 882-75245
E-mail: hauptversammlung@draeger.com
In accordance with Sec. 126 (1) AktG, the Company will publish countermotions, including the
name of the shareholder, the statement of grounds and any opinion of the management, on the
Company website at www.draeger.com/hv provided that it receives the countermotions with a
statement of grounds at least 14 days before the annual shareholders’ meeting (not including
the day of the annual shareholders’ meeting and the day of receipt), i.e. no later than
Tuesday, April 12, 2016, 24:00 hours (midnight),
at the address indicated above. Countermotions sent to a different address will not be
considered.
The Company can refrain from publishing a countermotion under the conditions stated in Sec.
126 (2) AktG. The above sentences apply to nominations from shareholders on the election of
auditors mutatis mutandis in accordance with Sec. 127 AktG. Reasons for nominations from
shareholders do not have to be given, however, and the nominations do not then have to be
published except in the cases specified in Sec. 126 (2) AktG if the nomination does not include
the name, profession exercised and residence of the nominated candidate.
Please note that even, if they are communicated to the Company in advance within the given
time frame, countermotions and nominations, will be considered by the annual shareholders’
meeting only if they are raised or proposed orally during the meeting. The right of every
shareholder to submit countermotions on the various items on the agenda or nominations
during the annual shareholders’ meeting also without prior communication to the Company
remains unaffected. Rights to receive information in accordance with Sec. 131 (1) AktG
In accordance with Sec. 131 (1) AktG, each shareholder must be given information on matters
relating to the Company and on matters relating to the general partner, provided this is in
connection with the Company, by the general partner at the annual shareholders’ meeting in
response to a verbal request at the annual shareholders’ meeting, provided the information is
required to make a proper assessment of the item on the agenda. The duty to provide
information also extends to the legal and business relationships of the Company with an
affiliated company and to the position of the Group and the companies included in the
consolidated financial statements, as the consolidated financial statements and the group
management report are also presented to the annual shareholders’ meeting under item 1 of
the agenda.
Further explanations and information on the Company's website
The information in accordance with Sec. 124a AktG on the annual shareholders’ meeting,
including the written reports of the general partner on items 6 and 7 of the agenda of the annual
shareholders’ meeting subsequently published are available to the shareholders on the
Company's website at www.draeger.com/hv. Further explanations of the rights of the
shareholders under Secs. 122 (2), 126 (1), 127 and 131 (1) AktG are also available at
www.draeger.com/hv.
Total number of shares and voting rights at the time the annual shareholders’ meeting
is convened
The share capital of the Company amounts at the time the annual shareholders’ meeting is
convened to EUR 45,465,600.00 and is divided into 10,160,000 ordinary shares with voting
rights, each share of which grants one vote at the annual shareholders’ meeting, and
7,600,000 non-voting preferred shares. At the time the annual shareholders’ meeting is
convened, the total number of shares in the Company is thus 17,760,000 and the total number
of shares bearing a right to vote at the annual shareholders’ meeting is 10,160,000.
Lübeck, Germany, March 2016
Drägerwerk AG & Co. KGaA
The general partner
Drägerwerk Verwaltungs AG
The Executive Board
Invitation
to the separate meeting of preferred shareholders ISIN
DE0005550636
Drägerwerk AG & Co. KGaA
Lübeck, Germany
We hereby invite our preferred shareholders to attend the separate meeting of preferred
shareholders to be held at the Lübeck Musik- und Kongresshalle, Willy-Brandt-Allee 10, 23554
Lübeck, Germany, on Wednesday, April 27, 2016 after the annual shareholders’ meeting of
our Company, however no earlier than 1.00 p.m.
The start of the separate meeting of preferred shareholders may be delayed depending on the
duration of the preceding annual shareholders’ meeting, which has been convened for 10.00
a.m. I. Agenda
Special resolution of the preferred shareholders on the approval of the
resolution of the annual shareholders’ meeting of the Company of April 27, 2016
on item 6 of the agenda concerning the cancellation of the existing authorized
capital in accordance with article 6 (4) of the articles of association and the
creation of new authorized capital with the option of excluding subscription
rights as well as the corresponding amendment of the articles of association
The general partner and the Supervisory Board propose to the annual shareholders’
meeting of the Company on item 6 of the agenda of the annual shareholders’ meeting
of April 27, 2016 the resolution to cancel the existing authorized capital in accordance
with article 6 (4) of the articles of association and to create new authorized capital with
the option of excluding subscription rights as well as the corresponding amendment of
the articles of association.
In order for the resolution of the annual shareholders’ meeting to become effective, the
preferred shareholders are required to pass a special resolution to approve it at a separate
meeting in accordance with Sec. 141 (2) sentence 1 and (3) sentence 1 AktG.
The proposed resolution under item 6 of the agenda of the annual shareholders’ meeting of
April 27, 2016 reads as follows:
"The general partner and the Supervisory Board propose the following resolution:
a) Cancellation of the existing authorized capital
The authorization of the general partner adopted by the annual shareholders’ meeting of the
Company on May 6, 2011 under item 9 of the agenda at that time to increase the share capital
in accordance with article 6 (4) of the articles of association (Authorized capital) is, if no use
has been made of it up to that point, cancelled upon the entry into effect of the new
authorization to increase the share capital provided below under b) and upon registration in the
companies register of the amendment to the articles of association provide for below under c).
b) Creation of new authorized share capital
The general partner is authorized to increase the share capital, subject to the approval of the
Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer
ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or
contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The
authorization includes the power, in accordance with the permitted ceiling pursuant to Sec.
139 (2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares,
which shall carry the same status as the previously issued non-voting preferred shares in the
distribution of profits and/or the assets of the Company.
Shareholders shall be granted a subscription right, unless this is excluded for the reasons
stated below. The subscription right can also be granted to the shareholders in such a way that
the new shares are acquired by one or more financial institutions or companies within the
meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the obligation to
offer them to the shareholders for purchase (indirect subscription right).
If ordinary and preferred shares are issued at the same time while the shareholding ratio of the
two classes of shares at the time of the relevant issue is maintained, the general partner shall
be authorized, subject to the approval of the Supervisory Board, to exclude the right of holders
of one share class to subscribe for the other class of shares (“crossed exclusion of subscription
rights”). Also in this case, the general partner is entitled to exclude further subscription rights
under the terms of the regulations stated below.
The general partner is further authorized, subject to the approval of the Supervisory Board, to
exclude the subscription rights of the shareholders:
(i) in order to compensate for any fractional amounts;
(ii) if the shares are issued in exchange for contributions in kind, especially in the context of
company mergers or the acquisition of companies, business units or equity interests in
companies or of other assets or of claims to the acquisition of other assets, including
receivables from the Company or from companies controlled by it within the meaning of
Sec. 17 AktG;
(iii) if the shares of the Company are issued in exchange for cash and the issue price per
share does not significantly fall below the stock market price of an essentially similarly
structured, already listed share of the same class at the time the shares are issued. The
exclusion of the subscription right can in this event be conducted, however, only if the
number of the shares issued in this way together with the number of other shares that are
issued or sold during the term of this authorization subject to an exclusion of subscription
right in direct application or application mutatis mutandis of Sec. 186 (3) sentence 4 AktG,
and with the number of shares that may be created as the result of the exercise or
fulfillment of option and/or conversion rights or obligations arising from warrant and/or
convertible bonds and/or participation rights that are issued during the term of this
authorization subject to an exclusion of subscription right in application mutatis mutandis
of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of the share capital either at
the time that this authorization comes into effect or at the time the new shares are issued;
(iv) if this is necessary in order to grant holders or creditors of warrant and/or convertible
bonds with option and/or conversion rights and obligations that are issued by the
Company or one of the companies in which it holds a majority interest a right to subscribe
to new shares in the extent to which they would be entitled after exercising the option or
conversion rights or after fulfilling option or conversion obligations.
The proportion of the share capital attributed in total to new shares for which the subscription
right is excluded on the basis of this authorization may, together with the proportion of the
share capital that is attributed to treasury shares or to new shares from other authorized capital
or that relates to the option or conversion rights or obligations arising from options, warrant
and/or convertible bonds and/or participation rights that have been sold or issued during the
term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent
of the share capital. Shares issued under a crossed exclusion of subscription rights are
excluded from the limitation to 20 percent of capital stock. The key factor for calculating the 20
percent limit is the existing share capital at the time that this authorization comes into effect or
is exercised, on whichever of these dates the share capital is at its lowest.
The general partner is authorized, subject to the approval of the Supervisory Board, to
determine the details of the share rights and of the capital increase as well as the terms and
conditions of the share issue, in particular the issue price. The Supervisory Board is entitled to
adjust the wording of the articles of association in line with the utilization of the authorized
capital or after the authorization period expires. c) Amendment to the articles of association
Article 6 (4) of the articles of association is revised as follows:
"The general partner is authorized to increase the share capital, subject to the approval of the
Supervisory Board, on one or more occasions up to April 26, 2021 by issuing new bearer
ordinary shares and/or preferred shares (no-par shares) in exchange for cash and/or
contributions in kind by up to EUR 11,366,400.00 in total (Authorized capital). The
authorization includes the power, in accordance with the permitted ceiling pursuant to Sec. 139
(2) AktG, to issue either new ordinary shares and/or new non-voting preferred shares, which
shall carry the same status as the previously issued non-voting preferred shares in the
distribution of profits and/or the assets of the Company.
Shareholders shall be granted a subscription right, unless this is excluded for the reasons
stated below. The subscription right can also be granted to the shareholders in such a way that
the new shares are acquired by one or more financial institutions or companies within the
meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the obligation to
offer them to the shareholders for purchase (indirect subscription right).
If ordinary and preferred shares are issued at the same time while the shareholding ratio of the
two classes of shares at the time of the relevant issue is maintained, the general partner is
authorized, subject to the approval of the Supervisory Board, to exclude the right of holders of
one share class to subscribe for the other class of shares (“crossed exclusion of subscription
rights”). Also in this case, the general partner is entitled to exclude further subscription rights
under the terms of the regulations stated below.
The general partner is further authorized, subject to the approval of the Supervisory Board, to
exclude the subscription rights of the shareholders:
(i) in order to compensate for any fractional amounts;
(ii) if the shares are issued in exchange for contributions in kind, especially in the context of
company mergers or the acquisition of companies, business units or equity interests in
companies or of other assets or of claims to the acquisition of other assets, including
receivables from the Company or from companies controlled by it within the meaning of
Sec. 17 AktG;
(iii) if the shares of the Company are issued in exchange for cash and the issue price per
share does not significantly fall below the stock market price of an essentially similarly
structured, already listed share of the same class at the time the shares are issued. The
exclusion of the subscription right can in this event be conducted, however, only if the
number of the shares issued in this way together with the number of other shares that are
issued or sold during the term of this authorization subject to an exclusion of subscription
right in direct application or application mutatis mutandis of Sec. 186 (3) sentence 4 AktG,
and with the number of shares that may be created as the result of the exercise or
fulfillment of option and/or conversion rights or obligations arising from warrant and/or
convertible bonds and/or participation rights that are issued during the term of this
authorization subject to an exclusion of subscription right in application mutatis mutandis
of Sec. 186 (3) sentence 4 AktG does not exceed 10 percent of the share capital either at
the time that this authorization comes into effect or at the time the new shares are issued;
if this is necessary in order to grant holders or creditors of warrant and/or convertible
bonds with option and/or conversion rights and obligations that are issued by the
Company or one of the companies in which it holds a majority interest a right to subscribe
to new shares in the extent to which they would be entitled after exercising the option or
conversion rights or after fulfilling option or conversion obligations.
The proportion of the share capital attributed in total to new shares for which the subscription
right is excluded on the basis of this authorization may, together with the proportion of the
share capital that is attributed to treasury shares or to new shares from other authorized capital
or that relates to the option or conversion rights or obligations arising from options, warrant
and/or convertible bonds and/or participation rights that have been sold or issued during the
term of this authorization subject to the exclusion of subscription rights, not exceed 20 percent
of the share capital. Shares issued under a crossed exclusion of subscription rights are
excluded from the limitation to 20 percent of capital stock. The key factor for calculating the 20
percent limit is the existing share capital at the time that this authorization comes into effect or
is exercised, on whichever of these dates the share capital is at its lowest
.
The general partner is authorized, subject to the approval of the Supervisory Board, to
determine the details of the share rights and of the capital increase as well as the terms and
conditions of the share issue, in particular the issue price. The Supervisory Board is entitled to
adjust the wording of the articles of association in line with the utilization of the authorized
capital or after the authorization period expires.”
The general partner and the Supervisory Board propose to the holders of preferred shares the
adoption of the following resolution:
The resolution of the annual shareholders’ meeting of April 27, 2016 on item 6 of the agenda
Resolution on the cancellation of the existing authorized capital pursuant to article 6 (4) of the
articles of association and creation of new authorized capital with the option of excluding
subscription rights as well as the related amendment of the articles of association is approved.
II. Further information on the convening of the meeting
Requirements for participating in the separate meeting of preferred shareholders and
exercising voting rights
Only preferred shareholders who have registered prior to the separate meeting of preferred
shareholders and furnish proof of their entitlement to participate in the separate meeting and to
exercise their voting rights are entitled to participate in the separate meeting of preferred
shareholders and to exercise their voting rights. The holders of ordinary shares are not entitled
to participate or exercise voting rights at the separate meeting of preferred shareholders.
The proof of shareholding to be furnished for the entitlement to participate in the separate
meeting of preferred shareholders and exercise voting rights must be made in the form of a
certificate issued by the custodian bank. The proof of shareholding must be written in German
or English and issued in written or electronic form, and it must refer to the beginning of the 21st
day before the annual shareholders’ meeting, i.e.
Wednesday, April 6, 2016, 00:00 (midnight)
(record date).
Both the registration and proof of shareholding must reach the Company at least six days
before the separate meeting of preferred shareholders (not including the day of the separate
meeting and the day of receipt), i.e. no later than
Wednesday, April 20, 2015, 24:00 (midnight)
at the following address:
Drägerwerk AG & Co. KGaA c/o
Commerzbank AG GS-MO 3.1.1
General Meetings
60261 Frankfurt am Main, Germany
Fax: +49 69 136-26351
E-mail: hv-eintrittskarten@commerzbank.com
Importance of the record date
In relation to the Company, only preferred shareholders who have provided proof of their
shareholding are entitled to participate in the separate meeting of preferred shareholders and
exercise voting rights as preferred shareholders. The entitlement to participate in the separate
meeting of the preferred shareholders and the extent of voting rights are determined
exclusively by the shareholding of the preferred shareholder on the record date. The record
date is not accompanied by any block on the alienability of the shareholding. Even in the event
of the complete or partial sale of the shareholding after the record date, exclusively the
shareholding of the preferred shareholder on the record date is relevant for the participation
and extent of any voting rights, i.e. the sale or other transfers of shares after the record date
have no effect on the entitlement to participate in the separate meeting or on the extent of the
voting rights. The same applies to the acquisition of initial and additional preferred shares after
the record date. Persons who still do not own any preferred shares on the record date and
become preferred shareholders only after this date are not entitled to participate or exercise
voting rights unless they arrange to be appointed as a proxy or are authorized to exercise such
rights. Process for voting and participating through a proxy
Preferred shareholders who do not wish to participate in person in the separate meeting can
arrange to have their voting rights at the separate meeting of preferred shareholders or their
right to participate in the separate meeting of preferred shareholders exercised by a proxy, e.g.
by their custodian bank, a shareholders' association or another person of their choice. It is also
necessary in these cases to register punctually for the separate meeting of preferred
shareholders and to furnish proof of shareholding punctually in accordance with the above
provisions.
If powers of attorney are not issued to a financial institution, to a shareholders' association or to
any other person or institution treated as equivalent in Sec. 135 AktG, they must be issued in
written or electronic form in accordance with article 30 (2) of the articles of association. The
same shall apply in accordance with Sec. 134 (3) sentence 3 AktG for their revocation and
proof of the proxy provided to the Company.
The issue of the power of attorney can be declared to the proxy or to the Company. Proof of a
power of attorney issued to the proxy can be furnished by the proxy presenting the power of
attorney at the registration desk on the day of the separate meeting of preferred shareholders.
Proof of authorization can be sent by post, fax or electronically (e-mail) to the following
address provided by the Company:
Drägerwerk AG & Co. KGaA c/o UBJ.
GmbH Drägerwerk HV 2016
Kapstadtring 10 22297 Hamburg,
Germany
Fax: +49 40 6378-5423
E-mail: hv@ubj.de
The above means of transmission can also be used if the issue of the power of attorney is to be
declared directly to the Company; it is not necessary to provide separate proof of the issue of
the power of attorney in this case. The revocation of a power of attorney that has already been
issued can also be declared directly to the Company using the above means of transmission.
We kindly ask our preferred shareholders to send powers of attorney, proof of authorization
and revocations of powers of attorney, if these are to be sent by post or fax, by Tuesday, April
26, 2016, 6.00 p.m. (receipt), to the above address.
Preferred shareholders will receive a form that can be used to issue a power of attorney
together with the admission ticket, which will be sent to the preferred shareholders following
punctual registration as described above, and can also be download from
www.draeger.com/hv. If a preferred shareholder authorizes more than one person, the
Company can reject one or more of these.
Special features may apply to the authorization of a financial institution, a shareholders'
association or other persons and institutions treated as equivalent in Secs. 135 (8) and (10) in
conjunction with Sec. 125 (5) AktG as well as to the revocation and proof of an authorization of
this kind. The preferred shareholders are asked to agree in good time on the form and
procedure for issuing the power of attorney with the individual or institution to be authorized in
such a case.
The Company offers its preferred shareholders the option of authorizing proxies appointed by
the Company before the separate meeting of preferred shareholders to exercise any voting
rights. Preferred shareholders who wish to issue a power of attorney to the proxies appointed
by the Company must register for the separate meeting of preferred shareholders by the
deadline and furnish proof of shareholding by the deadline in accordance with the above
provisions. In the event they are authorized, the proxies appointed by the Company exercise
the voting right in accordance with the instructions they are given. They are not entitled to
exercise voting rights without having received instructions from the preferred shareholder. A
form for issuing powers of attorney and instructions to the proxies appointed by the Company
is attached to each admission ticket for preferred shareholders. This form can also be
downloaded from www.draeger.com/hv. Powers of attorney and instructions to the proxies
appointed by the Company must also be sent to the Company in written or electronic form.
For ease of administration, preferred shareholders who wish to authorize a proxy appointed by
the Company already before the separate meeting of preferred shareholders are kindly
requested to send their powers of attorney and instructions by no later than Tuesday, April
26, 2016, 6.00 p.m. (receipt) by post, fax or e-mail to the following address:
Drägerwerk AG & Co. KGaA c/o
UBJ. GmbH
GmbH Drägerwerk HV 2016
Kapstadtring 10 22297 Hamburg,
Germany
Fax: +49 40 6378-5423
E-mail: hv@ubj.de
In addition, the Company offers preferred shareholders who have registered in time for the
separate meeting of preferred shareholders, have furnished proof of shareholding in time in
accordance with the provisions stated above and have come to the separate meeting of
preferred shareholders the option also at the separate meeting of preferred shareholders of
authorising the proxies appointed by the Company to exercise any voting rights. Shareholders’ rights Motions to supplement the agenda pursuant to Secs. 122 (2) and 138 (2) AktG
Shareholders, i.e. ordinary and/or preferred shareholders, whose shares together comprise
one twentieth of the share capital or the proportionate amount of EUR 500,000 (the latter
corresponding to 195,313 shares rounded up to the next highest whole number of shares) can
request pursuant to Sec. 122 (2) AktG that items are put on the agenda of the separate
meeting of preferred shareholders and published. In accordance with Sec. 138 sentence 3
AktG, a minority of shareholders who can take part in the vote on the special resolution is also
entitled to the same right if their shares together account for one tenth of the shares based on
which the voting right can be exercised in the vote on the special resolution (quorum)
(equivalent to 760,000 preferred shares). Each new item must be accompanied by a statement
of grounds or a draft resolution. The request is to be directed in writing to the general partner
as the representative body of the Company and must be received by the Company at least 30
days before the separate meeting of preferred shareholders (not including the day of the
separate meeting and the day of receipt of the request), i.e. by no later than
Sunday, March 27, 2016, 24:00
(midnight). Please send requests of this nature to the following address:
Drägerwerk AG & Co. KGaA
The general partner
Drägerwerk Verwaltungs AG
Executive Board
Moislinger Allee 53 - 55
23558 Lübeck, Germany Countermotions of shareholders pursuant to Secs. 126 (1) and 138 (2) AktG
Ordinary and/or preferred shareholders can send the Company countermotions against a
proposal of the general partner and/or of the Supervisory Board on a specific item of the
agenda of the separate meeting of preferred shareholders. Countermotions pursuant to Sec.
138 sentence 2 in conjunction with Sec. 126 (1) AktG are to be sent exclusively to the following
address:
Drägerwerk AG & Co. KGaA
Countermotions for the separate meeting
Moislinger Allee 53 - 55
23558 Lübeck, Germany
Fax: +49 451 882-75245
E-mail: hauptversammlung@draeger.com
In accordance with Sec. 138 sentence 2 in conjunction with Sec. 126 (1) AktG, the Company
will publish countermotions, including the name of the shareholder, the statement of grounds
and any opinion of the management, on the Company website at www.draeger.com/hv
provided that it receives the countermotions with a statement of grounds at least 14 days
before the separate meeting (not including the day of the annual shareholders’ meeting and
the day of receipt), i.e. no later than
Tuesday, April 12, 2016, 24:00 (midnight),
at the address indicated above. Countermotions sent to a different address will not be
considered.
The Company can refrain from publishing a countermotion under the conditions stated in Sec.
138 sentence 2 in conjunction with Sec. 126 (2) AktG.
Please note that, even if they are communicated to the Company in advance within the given
time frame, countermotions will be considered at the separate meeting of preferred
shareholders only if they are raised or proposed orally during the meeting. The right of every
shareholder to submit countermotions on the various items on the agenda during the separate
meeting of preferred shareholders also without prior communication to the Company remains
unaffected.
Rights to receive information in accordance with Sec. 131 (1) AktG
In accordance with Sec. 138 sentence 2 in conjunction with Sec. 131 (1) AktG, each preferred
shareholder must be given information on matters relating to the Company by the general
partner in response to a verbal request at the separate meeting, provided the information is
required to make a proper assessment of the item on the agenda.
Further explanations and information on the Company website
The information in accordance with Sec. 124a AktG on the separate meeting of preferred
shareholders, including the written reports of the general partner on item 6 of the agenda of the
annual shareholders’ meeting and at the same time on the sole item on the agenda of the
separate meeting of shareholders that are subsequently published are available to the
shareholders on the Company website at www.draeger.com/hv. Further explanations of the
rights of the shareholders under Secs. 122 (2), 126 (1) and 131 (1) AktG are also available at
www.draeger.com/hv.
Total number of shares and voting rights at the time the separate meeting of preferred
shareholders is convened
The share capital of the Company amounts at the time the separate meeting of preferred
shareholders is convened to EUR 45,465,600.00 and is divided into 10,160,000 ordinary
shares without voting rights at the separate meeting of preferred shareholders, and 7,600,000
preferred shares, each preferred share of which grants one vote at the separate meeting of
preferred shareholders. At the time the separate meeting of preferred shareholders is
convened, the total number of shares in the Company is thus 17,760,000 and the total number
of shares bearing a voting right at the separate meeting of preferred shareholders is
7,600,000.
Lübeck, Germany, March 2016
Drägerwerk AG & Co. KGaA
The general partner
Drägerwerk Verwaltungs AG
The Executive Board
Written reports of the general partner on items 6 and 7 of the agenda of the annual
shareholders’ meeting and on the sole item of the agenda of the separate meeting of
preferred shareholders on April 27, 2016
Written report of the general partner on item 6 of the agenda of the annual
shareholders’ meeting and on the sole item of the agenda of the separate meeting of
preferred shareholders on the reasons for the authorization of the general partner to
exclude the subscription right in capital increases from the authorized capital
The general partner and the Supervisory Board propose to the annual shareholders’ meeting
on item 6 of the agenda authorising the general partner, subject to the approval of the
Supervisory Board, to increase the share capital of the Company by issuing new bearer
ordinary shares and/or preferred shares on one or more occasions in exchange for cash
and/or contributions in kind by up to EUR 11,366,400.00 (authorized capital). The
authorization includes the power to issue either new ordinary shares and/or non-voting
preferred shares, which shall carry the same status as the previously issued non-voting
preferred shares in the distribution of profits and/or the assets of the Company. The
authorization to issue non-voting preferred shares may be exercised only in so far as the
proportion of the non-voting preferred shares does not exceed half of the share capital (Sec.
139 (2) AktG). The authorization expires on April 26, 2021.
The authorization under item 6 of the agenda of the annual shareholders’ meeting replaces the
authorization of the general partner in accordance with article 6 (4) of the articles of association
that is still in force and has not yet been utilized to increase, subject to the approval of the
Supervisory Board, the share capital of the Company on one or more occasions up to May 5,
2016 by issuing new bearer ordinary shares and/or preferred shares in exchange for cash
and/or contributions in kind by up to EUR 11,366,400.00.
The purpose of the new authorized capital is to enable the Company to obtain equity on
favourable terms and conditions quickly and flexibly when required.
In the event that the authorized share capital is used, subscription rights must in principle be
granted to the shareholders. The subscription right can also be granted to the shareholders in
such a way that the new shares are acquired by one or more financial institutions or companies
within the meaning of Sec. 186 (5) sentence 1 AktG specified by the general partner with the
obligation to offer them to the shareholders for purchase (indirect subscription right). This may
be expedient for processing reasons. The subscription rights of the shareholders are not
restricted here.
However, subscription rights may be excluded by the general partner, subject to the approval
of the Supervisory Board, in certain cases when the authorized share capital is used.
The authorization provides to begin with that the general partner can, when ordinary shares
and preferred shares are issued at the same time, exclude the right of holders of shares of one
class to subscribe for shares of the other class subject to the approval of the Supervisory
Board (crossed exclusion of subscription rights). This applies only when the new shares are
issued in the previous proportion of the two classes of shares to each other. The crossed
exclusion of subscription rights leads in this case to the proportion of the two classes of shares
to each other and the relative holding of the shareholders of the respective class remaining
constant. It is the opinion of the general partner that the crossed exclusion of subscription
rights when there are two types of shares is the best way to take into account the intent of the
subscription right, which is to maintain the existing proportionate voting rights and financial
interests of the shareholders of the Company.
The continued potential exclusion of the subscription right to compensate for fractional
amounts in alternative (i) is a measure that is essential and appropriate for technical reasons
for implementing a capital increase, especially for creation a practical subscription ratio.
Without excluding the subscription right with regard to the fractional amount, the technical
implementation of the capital increase would be made significantly more difficult, especially in
a capital increase by round amounts. The new shares excluded from the subscription right of
the shareholders as unassigned fractions will be realized either by being sold on the stock
exchange or otherwise in the best possible way for the Company. For these reasons, the
general partner and the Supervisory Board consider the authorization to exclude the
subscription right to be appropriate.
Alternative (ii) of the proposed resolution provides that the general partner can exclude the
subscription right, subject to the approval of the Supervisory Board, in order to acquire
contributions in kind, especially in the context of company mergers or the acquisition of
companies, business units or equity interests in companies or of other assets or of claims to
the acquisition of other assets, including receivables from the Company or from companies
controlled by it within the meaning of Sec. 17 AktG.
This is intended to enable the Company to continue to strengthen its competitive position
through acquisitions and as a result to facilitate long-term and continuous earnings growth.
The Company must retain the possibility of being able to respond quickly and flexibly on the
national and international markets to favourable offers or other opportunities that present
themselves for acquiring companies, parts of companies or equity interests in companies. The
same applies for the acquisition of other assets or claims to the acquisition of assets that may
be connected with an acquisition project, including receivables from the Company or from
companies controlled by it. Experience has shown that the owners of interesting acquisition
targets frequently prefer to ask for shares instead of cash as consideration for the sale. In the
competition for attractive investments or assets, advantages can therefore result when new
shares in the Company can be offered to a seller as consideration. As shares have to be
issued at short notice in the competition with potential buyers when acquisition targets emerge,
which regularly involve complex transaction structures, this can generally not be decided upon
by the annual shareholders’ meeting, which in principle takes place only once a year. The
creation of authorized capital which the general partner can quickly access – with the approval
of the Supervisory Board – is therefore essential.
As soon as opportunities to make acquisitions materialize, the general partner will in each
individual case carefully examine whether it should make use of the authorization to use the
authorized share capital and in doing so exclude the subscription right of the shareholders. It
will exclude the subscription right of the shareholders only if the acquisition in exchange for
issuing shares in the Company is in the best interests of the Company and the shareholders.
The issue amount for the new shares would here be determined by the general partner with the
approval of the Supervisory Board in due consideration of the interests of the Company and its
shareholders. There are currently no specific acquisition projects for the implementation of
which the share capital will be increased with the subscription right excluded.
Furthermore, alternative (iii) of the proposed resolution provides the authorization to exclude
subscription rights when issuing new shares in exchange for cash in accordance with Secs.
203 (1) and 186 (3) sentence 4 AktG if the shares of the Company are issued in exchange for
cash and the issue price per share is not significantly lower than the stock market price of
essentially similarly structured, already listed shares of the class in question at the time the
shares are issued. This authorization does not relate to the full amount of the authorized
capital, but only to a maximum of 10 percent of the share capital. The 10 percent limit of Sec.
186 (3) sentence 4 AktG may be used only once in total. This means that if and in so far as the
Company makes use during the term of this authorization of simultaneously existing
authorizations to exclude subscription rights in direct application or application mutatis
mutandis of Sec. 186 (3) sentence 4 AktG, for example in connection with the resale of
treasury shares, after the adoption by the annual shareholders’ meeting of the resolution on
item 6 of the agenda, the number of shares that can be issued in a capital increase from the
authorized capital while the subscription right is excluded in accordance with Sec. 186 (3)
sentence 4 AktG is reduced accordingly. This limit takes into account the need of the
shareholders to have their shareholding protected against dilution.
The law additionally allows an exclusion of subscription rights pursuant to Sec. 186 (3)
sentence 4 AktG only if the issue price is not significantly lower than the stock market price of
already listed shares with essentially the same structure. The general partner will – subject to
the approval of the Supervisory Board – keep the discount on the stock market price as low as
possible given the prevailing market conditions at the time of the placement. The discount will
in no event exceed 5 percent of the stock market price.
The general partner and the Supervisory Board consider the authorization to exclude
subscription rights in accordance with Sec. 186 (3) sentence 4 AktG to be necessary in order
to enable the Company to cover any capital requirements at short notice and in this way to
exploit market opportunities swiftly and flexibly. The exclusion of the subscription right allows
action to be taken very quickly without a more cost and time-intensive implementation of the
subscription right procedure and allows a placement close to the stock market price, i.e.
without the discount usual in subscription rights issues. The Company will additionally be able
to attract new investors at home and abroad with capital increases of this kind. Issuing shares
at prices closely linked to the market price also protects the interests of the shareholders. For
they must not have to fear any appreciable deterioration in the price and can conduct
additional share purchases on the stock market at comparable prices that may be necessary
to maintain their shareholding ratio.
Finally, the subscription right is to be excluded in alternative (iv) if this is necessary in order to
grant holders or creditors of warrant and/or convertible bonds with option and/or conversion
rights and obligations that are issued by the Company or one of the companies in which it
holds a majority interest a right to subscribe to new shares in the extent to which they would be
entitled after exercising the option or conversion rights or after fulfilling option or conversion
obligations. To make it easier to place bonds on the capital market, the relevant conditions of
the warrant or convertible bond generally include a dilution protection. One possibility for
providing protection against dilution consists in granting the holders or creditors of the bonds a
right to subscribe to new shares in following share issues as shareholders are entitled to They
are thus treated as if they were already shareholders. In order to furnish the bonds with dilution
protection of this kind, the right of the shareholders to subscribe for these shares must be
excluded. This helps to facilitate the placement of the bonds and thus serves the interests of
the shareholders in the Company having an optimal financial structure. Alternatively, only the
option or conversion price could be reduced for the purposes of protecting against dilution if
this is permitted by the terms and conditions of the warrant or convertible bond. This would,
however, be more complicated and cost-intensive in terms of the processing for the Company.
In addition, it would reduce the capital inflow from the exercise of the option and conversion
rights or obligations. It would also be conceivable to issue bonds without dilution protection.
This would be significantly less attractive for the market, however.
A cumulative total ceiling of 20 percent of the share capital applies for the exclusion of
subscription rights in all of the alternatives proposed here – with the exception of the crossed
exclusion of subscription rights. The proportion of the share capital attributed in total to new
shares for which the subscription right is excluded on the basis of this authorization may not
exceed 20 percent of the share capital. Shares that are issued subject to the crossed exclusion
of subscription rights are exempted from this restriction to 20 percent of the share capital,
because in this case the shareholders do not experience a dilution in their equity interest in the
actual sense, but can maintain their existing proportionate voting rights and financial interests
in the previous ratio (see above on this). The key factor for calculating the 20 percent limit is
the existing share capital at the time that the authorization comes into effect or is exercised, on
whichever of these dates the share capital is at its lowest. To be offset against this overall
ceiling are exclusions of subscription rights that the Company undertakes in other capital
measures during the term of this authorization. Thus the overall ceiling is reduced further by
the proportionate amount in the share capital that is attributed to treasury shares or to new
shares from other authorized capital or that relates to conversion or options rights or
obligations arising from options or bonds that have been sold or issued during the term of this
authorization subject to the exclusion of subscription rights. It is also to be seen as an
exclusion of subscription rights here if the sale or issue is conducted in direct application or in
application mutatis mutandis of Sec. 186 (3) sentence 4 AktG. The purpose of this limit is to
restrict the possible dilution effect to a share volume of 20 percent in total of the share capital to
the benefit of the shareholders.
We point out that, besides the new authorized capital proposed under item 6 of the agenda, the
Company no longer has any other authorized or contingent capital. The resolution of the
annual shareholders’ meeting of May 4, 2012 provides current authorization, expiring on May
3, 2017, to acquire treasury shares in the scope of up to 10 percent of the capital at the time of
the resolution; this authorization is to be cancelled in accordance with item 7 of the agenda and
replaced by a new authorization to acquire treasury shares in the scope of 10 percent of the
current share capital, the term of which will expire on April 26, 2021. Treasury shares acquired
on the basis of the authorization could be sold in the same extent subject to the exclusion of
the subscription right of the shareholders. Treasury shares sold subject to the exclusion of
subscription rights during the term of the authorization would be credited to the above capital
limit for subscription rights exclusions from the authorized capital.
The general partner and the Supervisory Board will in each individual case carefully examine
whether they should make use of the authorizations to increase the capital and in doing so
exclude the subscription right of the shareholders. Any utilization of this option will be made
only if in the opinion of the general partner and of the Supervisory Board this is in the best
interests of the Company and thus of its shareholders.
The general partner shall report on the details of the utilization of the authorization at the
annual shareholders’ meeting that follows any issue of shares of the Company from authorized
capital subject to the exclusion of the subscription right.
Written report of the general partner on item 7 of the agenda of the annual
shareholders’ meeting on the reasons for authorising the general partner to exclude
the sell option of the shareholders when acquiring treasury shares and the
subscription right of the shareholders when selling treasury shares
Sec. 71 (1) no. 8 of the German Companies Act offers the possibility of acquiring a total of up to
10 percent of the share capital on the basis of an authorization issued by the annual
shareholders’ meeting.
The annual shareholders’ meeting authorized the Company to acquire treasury shares up to
May 3, 2017 most recently on May 4, 2012. As the existing authorization has been partially
used, namely by the acquisition of 14,150 preferred treasury shares, this is to be cancelled
prematurely and the authorization to acquire treasury shares while using the new volume limit
is to be renewed once again with a time limit of five years in order to provide the Company with
the possibility also in the future of buying back treasury shares.
The proposed resolution envisages authorising the general partner to acquire treasury shares,
which may account for a maximum of 10 percent of the share capital existing at the time the
resolution is adopted or – if this value is lower – of the capital existing at the time the
authorization is exercised. The exercise of the acquisition authorization is tied to the approval
of the Supervisory Board. The acquisition has to be carried out here on the stock market, on
the basis of a public purchase offer or on the basis of a public solicitations for offers. The
principle of equal treatment under company law must be observed in each case.
The general partner shall not be required, however, to buy back ordinary and non-voting
preferred shares in the previous proportion of the share classes. Rather, the general partner is
to be granted the possibility of acquiring exclusively or predominantly shares of one or the
other class. It can make use of this possibility only when appropriate objective justification is
present. The acquisition of shares of only one class can be justified in particular in light of the
intended purpose of the shares to be bought back if, for example, only shares of one class are
required for a company takeover or if the intention is to conduct a targeted price stabilization
for a class through the targeted buyback of the relevant class. Purchase offers or solicitations
for offers are to be addressed in each case to all shareholders of a class.
If the acquisition is conducted by means of a public purchase offer directed to all shareholders
of a class or by means of a public solicitation for offers, the volume of the offer or of the
solicitation can be restricted. This can result in the quantity of shares in the Company tendered
by the shareholders exceeding the quantity of shares requested by the Company. In this event,
an allocation must be carried out on a quota basis. It should here be possible in accordance
with c) to conduct a scaling down based on the proportion of the shares subscribed or tendered
(tender ratio) instead of in proportion to the number of shares held, because the acquisition
procedure is technically easier to process in an economically reasonable framework in this
way. Moreover, it should be possible to provide for a preferential acceptance of small lots of up
to 100 tendered shares per shareholder. This possibility serves to avoid fractional amounts
when calculating the quotas to be acquired and small residual amounts of shares and thus to
facilitate the technical processing of the share buyback. Any factual discrimination against
small shareholders can also be avoided in this way. Finally, it should be possible to provide for
rounding based on commercial principles in order to avoid mathematical fractions of shares. In
this respect, the acquisition quota and the number of shares to be acquired by individual
tendering shareholders can be rounded in such a way as is necessary in order to ensure the
acquisition of whole shares for technical processing purposes. The general partner and the
Supervisory Board therefore consider the exclusion contained herein of any more extensive
rights of the shareholders to sell to be objectively justified.
In the public solicitation for offers, the recipients of this solicitation can decide how many
shares they wish to offer the Company at what price (when a price range is defined).
The price offered in each case and the limit values of the purchase price range defined by the
Company per share of the same class and structure (excluding incidental acquisition costs)
may not be more than 10 percent higher or lower than the volume-weighted average of the
closing auction prices for shares of the same class and structure in Xetra trading (or on a
functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock
Exchange on the last five stock exchange trading days before the date that the public
purchase offer or the public solicitation of offers is publicly announced.
If there are substantial fluctuations in the relevant price after a public purchase offer or a public
solicitation of offers has been published, the offer or the solicitation of offers can be amended.
In this event, the volume-weighted average of the closing auction prices for shares of the same
class and structure in Xetra trading (or on a functionally comparable successor system
replacing the Xetra system) on the Frankfurt Stock Exchange during the last five stock
exchange trading days before the adjustment is publicly announced will be taken as the basis.
The purchase offer or the solicitation of offers can stipulate further terms and conditions.
The general partner is further to be authorized to use the treasury shares acquired on the basis
of the authorization for all purposes permitted by law and especially the purposes expressly
listed below.
The proposed option for selling treasury shares serves the purpose of simplified fundraising. In
accordance with Sec. 71 (1) no. 8 sentence 5, the annual shareholders’ meeting can also
authorize the Company to conduct the disposal in a different form than through the stock
market or on the basis of an offer to all shareholders.
The treasury shares purchased on the basis of this authorization resolution can be redeemed
by the Company in accordance with alternative (i) without this requiring a new resolution of the
annual shareholders’ meeting. In accordance with Sec. 237 (3) no. 3 of the AktG, the annual
shareholders’ meeting of a company can resolve to redeem its fully paid-up no-par shares
without this requiring a reduction in the share capital of the Company. The authorization
proposed here expressly provides for this alternative in addition to the redemption
accompanied by a reduction in capital. A redemption of the treasury shares without a reduction
in capital automatically increases the imputed share of the other no-par shares in the share
capital of the Company. The general partner should therefore also be authorized to carry out
the amendment that becomes necessary to the articles of association in respect of the number
of no-par shares that changes as a result of a redemption.
In alternative (ii), the precondition for an exclusion of subscription rights is that the treasury
shares are sold in accordance with Sec. 186 (3) sentence 4 AktG at a price that is not
significantly lower at the time of the sale than the stock market price of the shares of the same
class of the Company that are structured in essentially the same way and are already listed.
This kind of exclusion of subscription rights is possible in law and common in practice. The
principle of protecting shareholders against dilution of their shares is taken into account
through the fact that the shares may only be sold only at a price that is not significantly lower
than the relevant stock market price. The final determination of the sales price for the treasury
shares is made shortly before they are sold. The general partner will – subject to the approval
of the Supervisory Board – keep the discount on the stock market price as low as possible
given the prevailing market conditions at the time of the placement. The discount will in no
event exceed 5 percent of the market price. The option of selling treasury shares subject to an
exclusion of subscription rights and in another form than through the stock market or through
an offer to all shareholders is in the interests of the Company in light of the strong competition
on the capital markets. The opportunity thus opens up for the Company to offer treasury
shares quickly and flexibly to national and international investors, to expand the circle of
shareholders and to stabilize the value of the share. The financial interests of the shareholders
are suitably protected with the sale at a purchase price that is not significantly lower than the
stock market price and with the limitation of the proportion of treasury shares to a maximum of
10 percent in total of the share capital.
In accordance with alternative (iii), the Company additionally has the option of having available
treasury that it can offer as consideration when acquiring payments in kind, especially in the
context of company mergers, when acquiring companies or equity interests therein or when
acquiring other assets or claims to the acquisition of other assets, including receivables. The
authorization proposed here aims to provide the Company with the necessary flexibility to be
able to take advantage quickly and flexibly of opportunities that arise for acquiring companies
or equity interests therein or other assets. The proposed exclusion of subscription rights takes
this into account. When determining the valuation ratios, the general partner will ensure that
the interests of the shareholders are adequately safeguarded. It will use the stock market price
of the shares of the Company as the basis especially when measuring the value of the treasury
shares granted as consideration. A systematic coupling of the valuation to a stock market price
is not provided for here, however, in order to prevent any fluctuations in the stock market price
from jeopardising the results of negotiations once they have been reached.
The exclusion of subscription rights in alternative (iv) further enables the Company to offer
treasury shares of the Company for sale to employees and/or members of the Executive Board
of Drägerwerk AG & Co. KGaA (i.e. members of the Executive Board of the general partner in
its capacity as the management body of the Company) or of a company affiliated with it. As a
result, shares can be used as a remuneration component for employees and/or members of
the Executive Board of the Company and/or of a company affiliated with it, the equity interest
of employees and/or members of the Executive Board in the share capital of the Company can
be encouraged and thus the identification of the employees and the or members of the
Executive Board with the Company can be strengthened in the interests of the Company and
of its shareholders. In this connection, suitable vesting periods for the sale of the shares can
be granted. If members of the Executive Board of the general partner are given preferential
treatment, the selection of the beneficiaries and the determination of the scope of the shares to
be granted to them is additionally the responsibility of the Supervisory Board of the general
partner.
Finally, the general partner is to be authorized in alternative (v) to use treasury shares acquired
on the basis of the proposed authorization to service subscription and conversion rights that
are created on account of the exercise or fulfillment of option or conversion rights and
obligations arising from options and/or convertible bonds that are issued by the Company or
one of the companies in which it holds a majority interest. No new authorization for granting
further conversion or option rights is created by the proposed resolution. It serves only the
purpose of granting the administration the possibility of servicing conversion or option rights
that are issued on the basis of other authorizations or option exercise or conversion obligations
established on the basis of other authorizations by using treasury shares instead of making
claims on the contingent capital if this is in the interests of the Company in the individual
company. There are currently not yet any option and conversion rights and obligations that
come into consideration for servicing by treasury shares on the basis of the proposed
authorization.
The right of the shareholders to subscribe for treasury shares that have been acquired is
excluded in so far as these shares are used in accordance with item 7 d) (ii) to (v) of the
agenda in a way other than by sale through the stock market or by offer to all the shareholders.
Moreover, it should be possible to exclude the right of shareholders to subscribe for fractional
amounts in the event that the treasury shares are sold through an offer made to all
shareholders. The exclusion of the subscription right for fractional amounts is necessary in
order to enable the technical implementation of the issue of acquired treasury shares by way of
an offer to all shareholders. The treasury shares excluded from the subscription right of the
shareholders as unassigned fractions will be realized either by being sold on the stock
exchange or otherwise in the best possible way for the Company.
The use of treasury shares subject to the exclusion of subscription rights comes into
consideration only in so far as the proportionate amount in the share capital of the treasury
shares used in this way, while offsetting the shares issued from authorized capital during the
term of this authorization subject to the exclusion of subscription rights as well as the new
shares to be issued on account of convertible and/or warrant bonds or participation rights
issued during the term of this authorization subject to the exclusion of subscription rights does
not exceed in total 20 percent of the share capital, where the key factor is either the share
capital available at the time the authorization comes into effect or the share capital available at
the time the treasury shares are sold, depending on at which of these times the amount of
share capital is lowest. As a result, it is ensured in the interests of the shareholders that the
possibility of using treasury shares subject to the exclusion of subscription rights is also limited
to a share volume of in total 20 percent of the share capital when all other authorizations are
taken into account.
We point out that, in addition to the authorization proposed under item 7 of the agenda of the
annual shareholders’ meeting to acquire and to use treasury shares, the administration is
proposing the adoption of the resolution under item 6 of the agenda on new authorized capital
of up to EUR 11,366,400.00, with which the existing authorized capital expiring on May 5, 2016
is to be replaced. The authorization to exclude the subscription right in capital increases from
the authorized capital is limited to a total of 20 percent of the share capital. New shares issued
from the authorized capital subject to the exclusion of subscription rights during the term of the
authorization would be credited to the capital limit explained above for treasury shares used
subject to the exclusion of the subscription right.
When making the decision on the use of the treasury shares, the general partner and the
Supervisory Board shall be guided only the best interests of the shareholders and of the
Company.
All measures of the general partner on the basis of the authorizations of the annual
shareholders’ meeting in accordance with the resolution on item 7 a) to e) of the agenda of the
annual shareholders’ meeting, i.e. the use of the authorizations both to acquire and to use
treasury shares, may be undertaken only with the approval of the Supervisory Board.
The general partner will provide information on any utilization of the above authorizations to
the annual shareholders’ meeting following the utilization.
Lübeck, Germany, March 2016
Drägerwerk AG & Co. KGaA
The general partner
Drägerwerk Verwaltungs AG The Executive Board
top related