Informations about the Annual general meeting /\\/ Cewe - sim...
Informations about the Annual general meeting /\\/ Cewe - sim...
Informations about the Annual general meeting /\\/ Cewe - sim...
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<strong>Informations</strong> <strong>about</strong> <strong>the</strong> <strong>Annual</strong> <strong>general</strong> <strong>meeting</strong> /\/ CeWe - <strong>sim</strong>ply beau... http://www.cewecolor.com/index.php?id=100&L=1<br />
Invitation<br />
We herewith invite our shareholders to our Ordinary General Meeting on Thursday, June 1, 2006 at 10.00 a.m. in <strong>the</strong><br />
Park Hotel Bremen<br />
Im Bürgerpark<br />
28209 Bremen<br />
ISIN: DE 0005403901, DE 0005403927 and DE 0005403950<br />
Agenda<br />
1. <strong>Annual</strong> Financial Statements 2005 Presentation of <strong>the</strong> adopted <strong>Annual</strong> Financial Statements of CeWe Color Holding<br />
AG and <strong>the</strong> Consolidated Financial Statements as well as <strong>the</strong> management report and Group Management Report, each as of<br />
December 31, 2005 and <strong>the</strong> report of <strong>the</strong> Supervisory Board for fiscal year 2005.<br />
2. Resolution on <strong>the</strong> appropriation of <strong>the</strong> netretained profits<br />
The net profits of CeWe Color Holding AG totaled 16,121,944.27 euros after <strong>the</strong> appropriation of 10,574,693.86 euros to<br />
revenue reserves.<br />
The Supervisory and Managing Boards propose to <strong>the</strong> General Meeting that a dividend of 1.20 euros per no-par value share be<br />
disbursed for <strong>the</strong> share capital bearing dividend rights totaling 14,040,052.00 euros, that is 5,400,000 bearer shares and 20<br />
registered shares (in addition, 600,000 treasury shares with a proportionate interest in <strong>the</strong> share capital of 1,560,000.00 euros<br />
are held). This totals 6,480,024.00 euros, and that a fur<strong>the</strong>r amount of 3,000,000.00 euros be appropriated to <strong>the</strong> revenue<br />
reserve, and that <strong>the</strong> remaining /net profits of 6,641,920.27 euros be carried forward to new account.<br />
3. Resolution for <strong>the</strong> ratification of <strong>the</strong> Managing Board for fiscal year 2005<br />
The Supervisory and Managing Boards propose ratification.<br />
4. Resolution for <strong>the</strong> ratification of <strong>the</strong> Supervisory Board for fiscal year 2005<br />
The Supervisory and Managing Boards propose ratification.<br />
5. Resolution on authorization to acquire treasury shares<br />
In order to acquire treasury share <strong>the</strong> company needs special authorization from <strong>the</strong> General Meeting to <strong>the</strong> extent that this<br />
acquisition is not expressly permitted by law. As <strong>the</strong> authorization resolved by <strong>the</strong> General Meeting expires in December 2006,<br />
a proposal is made to <strong>the</strong> General Meeting that <strong>the</strong> company is again issued with authorization to acquire own shares.<br />
The Supervisory Board and <strong>the</strong> Board of Directors propose <strong>the</strong> following resolution:<br />
5.1. Acquisition authorization<br />
The Managing Board is authorized to acquire up to 600,000 no-par value bearer shares of <strong>the</strong> company up to December 1,<br />
2007. This constitutes almost 10.0% of <strong>the</strong> current share capital. The authorization resolved by <strong>the</strong> company’s General Meeting<br />
on June 30, 2005 for <strong>the</strong> acquisition of treasury shares is revoked when <strong>the</strong> new authorization resolution comes into effect to <strong>the</strong><br />
extent that a different regulation is not made below.<br />
In so doing, <strong>the</strong> shares acquired by way of this authorization may not constitute at any point in time more than 10.0% of <strong>the</strong><br />
company’s share capital toge<strong>the</strong>r with o<strong>the</strong>r shares of <strong>the</strong> company which <strong>the</strong> company has already acquired or owns or which<br />
are to be allocated to it within <strong>the</strong> meaning of sections 71d and 71e of <strong>the</strong> German Stock Corporation Law (AktG). For <strong>the</strong><br />
company at <strong>the</strong> present time, this means in concrete terms that <strong>the</strong> Managing Board may only avail of this new authorization to<br />
buy back shares that is now being proposed if and to <strong>the</strong> extent that <strong>the</strong> company has properly used <strong>the</strong> 600,000 shares acquired<br />
by <strong>the</strong> company as part of <strong>the</strong> share buy-back program approved by <strong>the</strong> General Meeting on June 30, 2005, for example as part<br />
of company mergers.<br />
This authorization may be exercised in whole or in part. The acquisition may be made during <strong>the</strong> authorization period to<br />
achieve <strong>the</strong> maximum acquisition volume in separate tranches, pread over various acquisition dates. The company may also be<br />
implemented by <strong>the</strong> company’s dependent group companies within <strong>the</strong> meaning of section 17 of <strong>the</strong> German Stock Corporation<br />
Law (AktG) or by third parties for <strong>the</strong> company’s account or for <strong>the</strong> account of <strong>the</strong> company’s dependent companies within <strong>the</strong><br />
meaning of section 17 of <strong>the</strong> German Stock Corporation Law (AktG).<br />
5.2. Types of acquisition<br />
a) The shares are acquired while upholding <strong>the</strong> principle of equal treatment (section 53a of <strong>the</strong> German Stock Corporation Law<br />
[AktG]) via <strong>the</strong> stock market or using a public purchase offer made to all shareholders.<br />
b) If <strong>the</strong> shares are acquired directly via <strong>the</strong> stock market, <strong>the</strong> present value paid by <strong>the</strong> company per share (without incidental<br />
acquisition costs) may not exceed or fall below <strong>the</strong> stock market price of <strong>the</strong> share in Xetra trading at Deutsche Börse AG by<br />
way of <strong>the</strong> opening auction on <strong>the</strong> trading day or any system succeeding <strong>the</strong> Xetra System, by more than 10.0%.<br />
c) If <strong>the</strong> shares are acquired by a public purchase offer made to all shareholders, <strong>the</strong> purchase price offered or <strong>the</strong> thresholds of<br />
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c) If <strong>the</strong> shares are acquired by a public purchase offer made to all shareholders, <strong>the</strong> purchase price offered or <strong>the</strong> thresholds of<br />
<strong>the</strong> purchase price spread offered per share (without incidental acquisition costs) may not exceed or fall below <strong>the</strong> average<br />
stock market price of <strong>the</strong> share during <strong>the</strong> last three stock market days prior to <strong>the</strong> date of publication of <strong>the</strong> offer, calculated on<br />
<strong>the</strong> basic of <strong>the</strong> arithmetic average of <strong>the</strong> closing auction prices of <strong>the</strong> share in Xetra trading at Deutsche Börse AG or any<br />
system succeeding <strong>the</strong> Xetra system, by more than 20.0%.<br />
The volume of <strong>the</strong> offer may be restricted. If <strong>the</strong> entire subscription for <strong>the</strong> offer exceeds this volume, shares must be accepted<br />
proportionately. Preferred acceptance of low numbers of shares of up to 100 vested shares per shareholder can be determined.<br />
If and to <strong>the</strong> extent that <strong>the</strong> provisions of <strong>the</strong> German Securities Acquisition and Takeover Act (WpÜG) apply, <strong>the</strong>se must be<br />
taken into account.<br />
5.3. Use of <strong>the</strong> acquired shares<br />
a) The Managing Board is authorized to offer <strong>the</strong> shares of <strong>the</strong> company that were acquired on <strong>the</strong> basis of <strong>the</strong> authorization<br />
under item (1) to employees and members of <strong>the</strong> company’s management and its subsidiaries within <strong>the</strong> meaning of section 18<br />
of <strong>the</strong> German Stock Corporation Law (AktG) by granting fur<strong>the</strong>r option rights according to <strong>the</strong> provisions resolved by <strong>the</strong><br />
General Meeting on June 30, 2005 under agenda item 6, 3a) (Stock Option Program II). The following conditions apply for<br />
granting option rights for Stock Option Program II:<br />
In total, this offer may comprise up to 400,000 own shares. In so doing, <strong>the</strong> number of shares that have already been granted or<br />
which are still to be granted as a result of <strong>the</strong> authorization resolved by <strong>the</strong> General Meeting on August 17, 1999 (Stock Option<br />
Program I) must be added. This also applies to <strong>the</strong> number of shares that have already been granted or which are still to be<br />
granted as a result of <strong>the</strong> authorization resolved by <strong>the</strong> General Meeting on June 30, 2005.<br />
The Managing Board decides on granting option rights and <strong>the</strong> payment to be paid by <strong>the</strong> acquiring parties and, to <strong>the</strong> extent<br />
that options are to be granted to <strong>the</strong> Managing Board, this decision is taken by <strong>the</strong> Supervisory Board.<br />
The group of persons authorized to acquire <strong>the</strong> options includes members of <strong>the</strong> company’s Managing Board, members of <strong>the</strong><br />
management and first-level executives at <strong>the</strong> company’s group companies and individual o<strong>the</strong>r executives who make an<br />
outstanding contribution to <strong>the</strong> success of <strong>the</strong> CeWe Color Group. Members of <strong>the</strong> management of subsidiaries also include<br />
members of <strong>the</strong> Managing Board and management of Neumüller CeWe Color Foundation, Oldenburg as <strong>the</strong> managing partner<br />
of CeWe Color AG & Co. OHG, Oldenburg. In total, up to 50.0% of <strong>the</strong> total volume of option rights from Stock Option<br />
Program II may be granted to <strong>the</strong> company’s Managing Board and <strong>the</strong> members of <strong>the</strong> Managing Boards or Managing Directors<br />
of group companies. Members of <strong>the</strong> management of group companies who are also employees of <strong>the</strong> company exclusively<br />
receive options from <strong>the</strong> volume intended for employees.<br />
The option rights can be issued to <strong>the</strong> participants on one or several dates between July 1, 2005 and June 30, 2010 and acquired<br />
by <strong>the</strong> participants with a maximum of 200,000 options being issued each fiscal year. The options are nontransferable.<br />
Each option authorizes <strong>the</strong> holder to acquire one share of <strong>the</strong> company at an issuing price (underlying price) which is to be<br />
determined in each case.<br />
The option rights can only be exercised by <strong>the</strong> participants after <strong>the</strong> expiration of a two-year period after <strong>the</strong>y are granted<br />
(lock-up period).<br />
The exercise of option rights is to be restricted to four-week periods (exercise period) after <strong>the</strong> dates on which <strong>the</strong> company<br />
reports on its business growth (e.g., periods after <strong>the</strong> publication of <strong>the</strong> preliminary annual results, after <strong>the</strong> financials press<br />
conference, after <strong>the</strong> General Meeting, after publication of interim reports and, as <strong>the</strong> case may be, quarterly reports).<br />
Options can only be exercised after expiration of <strong>the</strong> lock-up period if <strong>the</strong> closing auction prices of <strong>the</strong> shares in Xetra trading<br />
on Deutsche Börse AG (or a system succeeding <strong>the</strong> Xetra system) is, on average, at least 115.0 % of <strong>the</strong> underlying price<br />
(performance target) on ten successive stock market trading days during <strong>the</strong> options’ term.<br />
The underlying price to be set in each case for a share of <strong>the</strong> company corresponds to <strong>the</strong> average stock market price of <strong>the</strong><br />
share, calculated based on <strong>the</strong> arithmetic average of <strong>the</strong> closing auction prices of <strong>the</strong> shares in Xetra trading on Deutsche Börse<br />
AG (or a system succeeding <strong>the</strong> Xetra system) on ten stock market trading days prior to <strong>the</strong> Managing Board’s resolution on <strong>the</strong><br />
respective offer to acquire options, rounded up or down to <strong>the</strong> nearest whole euro.<br />
The option can be modified as a result of clauses to protect against dilution according to <strong>the</strong> details in <strong>the</strong> option conditions if<br />
<strong>the</strong> company increases its capital against contributions or issues conversion or option rights, or reduces its capital by<br />
withdrawing or compounding shares during <strong>the</strong> term of <strong>the</strong> option rights while granting subscription rights to its shareholders.<br />
Section 9 (1) of <strong>the</strong> German Stock Corporation Law (AktG) remains unaffected.<br />
The term of <strong>the</strong> options may not exceed five years in each case.<br />
The option may only be exercised if <strong>the</strong> participant is in an employment relationship with <strong>the</strong> company, a group company or <strong>the</strong><br />
managing partner of a group company, which has not been terminated. Exceptions may be made for death, professional<br />
disability or retirement by <strong>the</strong> participants, or termination of <strong>the</strong> employment relationship via mutual agreement and for <strong>the</strong> case<br />
that <strong>the</strong> respective subsidiary exits <strong>the</strong> group of companies.<br />
The fur<strong>the</strong>r conditions of stock option program II are set by <strong>the</strong> Supervisory Board for <strong>the</strong> Managing Board’s options, or, in<br />
o<strong>the</strong>r cases, by <strong>the</strong> Managing Board. The fur<strong>the</strong>r conditions include, in particular, provisions on technical implementation and<br />
<strong>the</strong> method to exercise options, <strong>the</strong> breakdown of options within <strong>the</strong> groups of authorized participants, <strong>the</strong> issuing date within<br />
<strong>the</strong> above conditions, determining <strong>the</strong> exercise periods and any determination of fur<strong>the</strong>r performance targets. Subsequent<br />
changes to <strong>the</strong> performance targets or <strong>the</strong> parameters for comparison that are in <strong>the</strong> participants’ favor are excluded.<br />
b) The Managing Board is authorized, with <strong>the</strong> approval of <strong>the</strong> Supervisory Board, to offer or grant <strong>the</strong> shares of <strong>the</strong> company<br />
acquired as a result of <strong>the</strong> above authorization to third parties as part of corporate mergers or during <strong>the</strong> acquisition of<br />
companies, parts of companies or participations in companies, including <strong>the</strong> increase of existing shareholders. If necessary, <strong>the</strong><br />
contribution of <strong>the</strong> participating interest into associated companies may also be considered.<br />
c) The Managing Board is authorized, with <strong>the</strong> approval of <strong>the</strong> Supervisory Board, to withdraw <strong>the</strong> shares of <strong>the</strong> company that<br />
are acquired as a result of <strong>the</strong> above authorization, withAgenda out <strong>the</strong> withdrawal or its performance requiring a fur<strong>the</strong>r<br />
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are acquired as a result of <strong>the</strong> above authorization, withAgenda out <strong>the</strong> withdrawal or its performance requiring a fur<strong>the</strong>r<br />
resolution by <strong>the</strong> General Meeting. The withdrawal leads to a capital reduction.<br />
d) The Managing Board is authorized to re-sell <strong>the</strong> shares of <strong>the</strong> company that are acquired as a result of <strong>the</strong> above<br />
authorization via <strong>the</strong> stock market while upholding <strong>the</strong> principle of equality (section 53a of <strong>the</strong> German Stock Corporation Law<br />
[AktG]).<br />
e) The Managing Board is authorized to offer for subscription <strong>the</strong> shares of <strong>the</strong> company that are acquired as a result of <strong>the</strong><br />
above authorization to <strong>the</strong> shareholders as a result of an offer made to all shareholders while upholding <strong>the</strong>ir subscription rights<br />
and while upholding <strong>the</strong> principle of equality (section 53a of <strong>the</strong> German Stock Corporation Law [AktG]).<br />
f) The Managing Board is authorized, with <strong>the</strong> approval of <strong>the</strong> Supervisory Board, to sell <strong>the</strong> shares acquired as a result of <strong>the</strong><br />
above authorization in a manner which is not via <strong>the</strong> stock market or by offering <strong>the</strong>se to all shareholders. However, in so doing<br />
<strong>the</strong> shares acquired against cash payment may only be offered at a price which is not materially less than <strong>the</strong> stock market price<br />
of <strong>the</strong> company carrying <strong>the</strong> same rights on <strong>the</strong> date of <strong>the</strong> sale. The compounded proportionate amount of <strong>the</strong> share capital due<br />
to <strong>the</strong> number of shares sold as a result of this authorization, toge<strong>the</strong>r with <strong>the</strong> proportionate amount of <strong>the</strong> share capital for new<br />
shares that have been issued since June 1, 2006 as a result of any capital increases excluding subscription rights within <strong>the</strong><br />
meaning of section 186 (4) sentence 4 of <strong>the</strong> German Stock Corporation Law (AktG), may not exceed a total of 10.0% of <strong>the</strong><br />
company’s share capital that exists on June 1, 2006. If this amount is lower on <strong>the</strong> date <strong>the</strong> above authorization is exercised, <strong>the</strong><br />
lower amount applies when calculating <strong>the</strong> 10.0% threshold.<br />
5.4. Exclusion of subscription rights<br />
Shareholders’ subscription rights are excluded to <strong>the</strong> extent that <strong>the</strong> Managing Board makes use of <strong>the</strong> above authorizations<br />
under item 3 a), b), d), and f). In addition, in <strong>the</strong> event of a sale of shares of <strong>the</strong> company as part of an offer for sale according<br />
to item 3 e) to <strong>the</strong> shareholders of <strong>the</strong> company, <strong>the</strong> Managing Board may exclude subscription rights for fractions with <strong>the</strong><br />
approval of <strong>the</strong> Supervisory Board.<br />
5.5. O<strong>the</strong>r<br />
a) The above authorizations in item 3 may be used on one or several occasions, individually or jointly, in whole or for partial<br />
volumes of <strong>the</strong> acquired shares.<br />
b) The authorizations for <strong>the</strong> Managing Board to acquire treasury shares resolved by <strong>the</strong> company’s General Meetings on<br />
August 17, 1999 and June 20, 2002 and on June 30, 2005 on agenda item 9 or agenda item 7 or agenda item 6 have expired or<br />
– to <strong>the</strong> extent that nothing to <strong>the</strong> contrary has been set out above – expire when this resolution comes into effect. The<br />
provisions of <strong>the</strong> resolutions of <strong>the</strong> General Meeting detailed above for <strong>the</strong> use of <strong>the</strong> acquired treasury shares remain<br />
unaffected for <strong>the</strong> shares acquired as a result of <strong>the</strong>se authorizations. However, <strong>the</strong> provisions for use set out in today’s<br />
resolution also apply in addition to <strong>the</strong> provisions for use set out in <strong>the</strong> past for shares that <strong>the</strong> company acquired as a result of<br />
<strong>the</strong> authorizations by <strong>the</strong> General Meeting at that time.<br />
6. Resolution on changes to <strong>the</strong> Articles of Association to modify <strong>the</strong>se to <strong>the</strong> Gesetz zur<br />
Unternehmensintegrität und Modernisierung des Anfechtungsrechts (UMAG - German Act for Corporate<br />
Integrity and Modernization of <strong>the</strong> Right of Rescission)<br />
UMAG came into effect on November 1, 2005. As a result of <strong>the</strong> new regulation, in particular it is no longer necessary to<br />
deposit shares prior to <strong>the</strong> General Meeting. In addition, <strong>the</strong> provisions for <strong>the</strong> schedule of <strong>the</strong> General Meeting have been<br />
changed. The Articles of Association are to be modified to <strong>the</strong> amended underlying legal conditions.<br />
The Supervisory and Managing Boards propose <strong>the</strong> following resolutions:<br />
a) Item 3.1.3 of <strong>the</strong> Articles of Association (Calling <strong>the</strong> Meeting) is reworded as follows:<br />
“The statutory provisions apply to <strong>the</strong> period for calling <strong>the</strong> <strong>meeting</strong>. The date of publication of <strong>the</strong> invitation is not included<br />
when calculating <strong>the</strong> period.”<br />
b) Item 3.1.4 of <strong>the</strong> Articles of Association (Participation at <strong>the</strong> General Meeting) is reworded as follows:<br />
“The only shareholders entitled to participate at <strong>the</strong> General Meeting and to exercise voting rights at <strong>the</strong> General Meeting are<br />
those who have verified to <strong>the</strong> company as defined in greater detail below in <strong>the</strong> following provisions that <strong>the</strong>y are authorized to<br />
participate in <strong>the</strong> General Meeting and to exercise <strong>the</strong>ir voting rights. The verification required and that is sufficient for<br />
authorization to participate at <strong>the</strong> General Meeting and to exercise voting rights is verification of <strong>the</strong> shareholding prepared in<br />
text form by a bank authorized for <strong>the</strong> safekeeping of securities (in an OECD country); verification must be provided in German<br />
or English. When <strong>the</strong> <strong>meeting</strong> is called, additional languages in which <strong>the</strong> verification can be provided and o<strong>the</strong>r banks which<br />
can issue verification may be permitted. Verification must be based on <strong>the</strong> date set out by law prior to <strong>the</strong> General Meeting and<br />
must be received by <strong>the</strong> company or an office authorized to receive verification by <strong>the</strong> company within <strong>the</strong> statutory period<br />
prior to <strong>the</strong> General Meeting.”<br />
c) Item 3.2 of <strong>the</strong> Articles of Association (“The Chair”) is supplemented as follows:<br />
“The Chairman can place a reasonable time restriction on <strong>the</strong> shareholders’ right to ask questions and to speak; in particular, he<br />
may, at <strong>the</strong> start or during <strong>the</strong> General Meeting, stipulate <strong>the</strong> timeframe for <strong>the</strong> entire duration of <strong>the</strong> General Meeting, for<br />
dealing with <strong>the</strong> individual agenda items and for individual questions and speeches.”<br />
7. Appointment of <strong>the</strong> auditor for <strong>the</strong> Consolidated Financial Statements for fiscal year 2006.<br />
The Supervisory Board proposes electing Commerzial Treuhand GmbH, Wirtschaftsprüfungsgesellschaft,<br />
Steuerberatungsgesellschaft, Oldenburg as auditor for <strong>the</strong> single-entity and Consolidated Financial Statements for fiscal year<br />
2006.<br />
The Managing Board presents <strong>the</strong> following report on item 5 of <strong>the</strong> agenda according to sections 71 (1) no. 8, 186 (4) sentence<br />
2 of <strong>the</strong> German Stock Corporation Law (AktG):<br />
Agenda item 5 includes a proposal that <strong>the</strong> Managing Board be authorized within <strong>the</strong> meaning of section 71 (1) no. 8 of <strong>the</strong><br />
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Agenda item 5 includes a proposal that <strong>the</strong> Managing Board be authorized within <strong>the</strong> meaning of section 71 (1) no. 8 of <strong>the</strong><br />
German Stock Corporation Law (AktG) to acquire up to 600,000 no-par value bearer shares up to December 1, 2007,<br />
constituting almost 10.0% of <strong>the</strong> current share capital.<br />
This authorization aims to give <strong>the</strong> company <strong>the</strong> opportunity to directly or indirectly acquire treasury shares via dependent<br />
group companies within <strong>the</strong> meaning of section 17 of <strong>the</strong> German Stock Corporation Law (AktG) or by third parties for <strong>the</strong><br />
company’s account or for <strong>the</strong> account of dependent companies within <strong>the</strong> meaning of section 17 of <strong>the</strong> German Stock<br />
Corporation Law (AktG). The company can re-sell <strong>the</strong>se shares ei<strong>the</strong>r via <strong>the</strong> stock exchange or via an offer made to all<br />
shareholders. In <strong>the</strong> first case, <strong>the</strong> shareholders’ subscription rights remain in force economically via <strong>the</strong> opportunity to buy<br />
shares on <strong>the</strong> stock market. In <strong>the</strong> second case <strong>the</strong>y also remain in force legally.<br />
In addition, it should also be possible to use treasury shares for o<strong>the</strong>r purposes that make it legally necessary to exclude<br />
subscription rights:<br />
On Stock Option Program II:<br />
The General Meeting of <strong>the</strong> company authorized <strong>the</strong> company, for example on June 30, 2005, to acquire treasury shares of <strong>the</strong><br />
company to serve Stock Option Plan II.<br />
Granting stock options to executives whose decisions have a major influence on <strong>the</strong> company’s growth and success is standard<br />
practice – both internationally and in Germany. The Managing and Supervisory Boards continue to believe that this is a suitable<br />
instrument for securing <strong>the</strong> company’s future success and thus to sustainably increase <strong>the</strong> enterprise value, which is <strong>general</strong>ly<br />
expressed in increasing share prices.<br />
As a result, <strong>the</strong> company wishes to continue to be able to grant stock options to a close group of around 80 executives so that<br />
<strong>the</strong>se executives are authorized to acquire shares of <strong>the</strong> company. As a result, options for 199,500 shares from Stock Option<br />
Plan II were issued in fiscal year 2005. This motivates executives to increase <strong>the</strong> enterprise value via excellent performance and<br />
thus to impact <strong>the</strong> performance of <strong>the</strong> share price. This type of performance incentive is in <strong>the</strong> interests of both <strong>the</strong> company<br />
and <strong>the</strong> shareholders.<br />
The shares to be supplied by <strong>the</strong> company as a result of <strong>the</strong> options being exercised are to be acquired via <strong>the</strong> stock market if<br />
<strong>the</strong>se are not held by <strong>the</strong> company. The requested approval for sale to our executives is equivalent to <strong>the</strong> exclusion of<br />
shareholders’ statutory subscription rights and is required in order to be able to offer shares to this group of people.<br />
The executives can only exercise <strong>the</strong> acquired options after a two-year lock-up period and only if <strong>the</strong> closing auction prices of<br />
<strong>the</strong> shares in Xetra trading on Deutsche Börse AG exceed on average at least 115.0 % of <strong>the</strong> underlying price (performance<br />
target) on ten successive stock market trading days during <strong>the</strong> term of <strong>the</strong> options. The underlying price for one share to be set<br />
in each case corresponds to <strong>the</strong> current ten-day average of <strong>the</strong> stock market price for shares of <strong>the</strong> company on <strong>the</strong> date <strong>the</strong><br />
options are issued. The fact that <strong>the</strong> underlying price is geared to <strong>the</strong> stock market price, i.e., <strong>the</strong> share price which exists when<br />
<strong>the</strong> options are issued, and <strong>the</strong> inclusion of a performance target, means that <strong>the</strong> executives are motivated to work towards a<br />
long-term increase in <strong>the</strong> company’s value. In line with increasing <strong>the</strong> loyalty of executives to <strong>the</strong> CeWe Color Group, <strong>the</strong><br />
options may only be exercised as long as <strong>the</strong> option participant is in an un-terminated employment relationship with CeWe<br />
Color Group. Exceptions may only be made in cases of death, professional disability and retirement and if <strong>the</strong> affected<br />
subsidiary exits <strong>the</strong> group of companies.<br />
The exact group of executives authorized to participate, <strong>the</strong> scope of <strong>the</strong> respective rights to acquire options and <strong>the</strong> features of<br />
<strong>the</strong> options as part of <strong>the</strong> authorization requested are to be decided by <strong>the</strong> Managing Board and, if <strong>the</strong> Managing Board is<br />
concerned, by <strong>the</strong> Supervisory Board.<br />
Fur<strong>the</strong>r exclusions of subscription rights:<br />
Shareholders’ subscription rights are also to be excluded to <strong>the</strong> extent that <strong>the</strong> Managing Board offers or grants <strong>the</strong> reacquired<br />
shares with <strong>the</strong> approval of <strong>the</strong> Supervisory Board as part of corporate mergers or during <strong>the</strong> acquisition of companies, parts of<br />
companies or participating interests in companies, including increasing existing shareholdings.<br />
Practical experience shows that <strong>the</strong> acquisition of shares of <strong>the</strong> acquiring company is often demanded as compensation for<br />
attractive acquisition targets. For this reason, <strong>the</strong> company must be given <strong>the</strong> opportunity to have treasury shares available in<br />
order to be able to offer <strong>the</strong>se as compensation as part of corporate mergers or for <strong>the</strong> acquisition of companies, parts of<br />
companies or participating interests in companies. These decisions typically have to be taken with a very tight timescale. The<br />
proposed authorization should give <strong>the</strong> company <strong>the</strong> necessary latitude required to be able to flexibly use opportunities for<br />
acquisitions and corporate mergers that present <strong>the</strong>mselves, without having to previously implement a capital increase by<br />
calling a General Meeting. For this purpose, it is also necessary for <strong>the</strong> Managing Board to be authorized to grant treasury<br />
shares excluding shareholders’ subscription rights with <strong>the</strong> approval of <strong>the</strong> Supervisory Board.<br />
Currently <strong>the</strong>re are no concrete acquisition plans. The Managing Board will check in each individual case to ascertain if it<br />
should use <strong>the</strong> requested authorization to use treasury shares excluding subscription rights, if opportunities for corporate<br />
mergers or for <strong>the</strong> acquisition of companies, parts of companies or participating interests in companies should become concrete.<br />
It will only use <strong>the</strong> authorization if it is convinced that <strong>the</strong> acquisition against transfer of shares of <strong>the</strong> company is in <strong>the</strong><br />
company’s best interests. The Supervisory Board will only issue <strong>the</strong> required approval to use this authorization to use treasury<br />
shares while excluding subscription rights if it is also convinced of this fact. The Managing Board will also report on <strong>the</strong> details<br />
of <strong>the</strong> approach it took to <strong>the</strong> General Meeting following <strong>the</strong> use of this authorization.<br />
In addition, <strong>the</strong> Managing Board is also to be authorized within <strong>the</strong> meaning of section 71 (1) no. 8 sentence 5 of <strong>the</strong> German<br />
Stock Corporation Law (AktG) in conjunction with section 186 (3) sentence 4 of <strong>the</strong> German Stock Corporation Law (AktG) to<br />
sell re-acquired shares of <strong>the</strong> company with <strong>the</strong> proportion of <strong>the</strong> share capital due to <strong>the</strong>se shares of a maximum of 10.0% with<br />
<strong>the</strong> approval of <strong>the</strong> Supervisory Board, excluding shareholders’ subscription rights, in manners o<strong>the</strong>r than via <strong>the</strong> stock market<br />
or via an offer to all shareholders against cash payment at a price which is not significantly lower than <strong>the</strong> stock market price of<br />
shares of <strong>the</strong> company with <strong>the</strong> same rights on <strong>the</strong> date of <strong>the</strong> sale.<br />
The opportunity to sell <strong>the</strong> shares in a manner o<strong>the</strong>r than via <strong>the</strong> stock market or via an offer to all shareholders is in <strong>the</strong><br />
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The opportunity to sell <strong>the</strong> shares in a manner o<strong>the</strong>r than via <strong>the</strong> stock market or via an offer to all shareholders is in <strong>the</strong><br />
interests of <strong>the</strong> company and <strong>the</strong> shareholders, as <strong>the</strong> sale of shares, for example to institutional investors, could result in<br />
additional German and foreign shareholders being acquired. In addition, <strong>the</strong> company will be placed in a position such that it<br />
can adjust its equity to <strong>the</strong> respective business requirements and react quickly and flexibly to <strong>the</strong> most recent situation on <strong>the</strong><br />
stock market. The shareholders’ interests in assets and voting rights are upheld. The low volume means that <strong>the</strong> shareholders<br />
are not placed at any disadvantage, as <strong>the</strong> shares sold under <strong>the</strong> exclusion of shareholders’ subscription rights may only be sold<br />
at a price which is not significantly lower than <strong>the</strong> stock market price on <strong>the</strong> date of <strong>the</strong> sale. Shareholders may thus acquire <strong>the</strong><br />
number of shares required to maintain <strong>the</strong>ir proportionate interest at almost identical conditions via <strong>the</strong> stock market.<br />
The proposed authorization is restricted to a maximum of 10.0% of <strong>the</strong> company’s share capital. The company’s share capital<br />
on <strong>the</strong> date of <strong>the</strong> resolution by <strong>the</strong> General Meeting in June 2006 applies. If <strong>the</strong> share capital should fall – for example by <strong>the</strong><br />
withdrawal of re-acquired shares – <strong>the</strong> amount of <strong>the</strong> share capital on <strong>the</strong> date <strong>the</strong> shares are sold applies. In addition, when<br />
calculating <strong>the</strong> 10.0 % threshold, <strong>the</strong> proportionate amount in <strong>the</strong> share capital must be deducted that is due to shares that were<br />
issued after <strong>the</strong> General Meeting by capital increases excluding subscription rights. This means that <strong>the</strong> 10.0% threshold is<br />
upheld for all authorizations with <strong>the</strong> opportunity to exclude subscription rights within <strong>the</strong> meaning of section 186 (3) sentence<br />
4 of <strong>the</strong> German Stock Corporation Law (AktG).<br />
The Managing Board is to be authorized to exclude shareholders’ subscription rights for fractions with <strong>the</strong> approval of <strong>the</strong><br />
Supervisory Board during <strong>the</strong> sale of own shares as part of an offer for sale to <strong>the</strong> company’s shareholders. The exclusion of<br />
subscription rights for fractions is required in order to make it technically possible to implement an issue of acquired treasury<br />
shares by way of an offer for sale to <strong>the</strong> shareholders. The treasury shares excluded from <strong>the</strong> shareholders subscription right as<br />
free fractions will be utilized in <strong>the</strong> best possible manner for <strong>the</strong> company ei<strong>the</strong>r by sale via <strong>the</strong> stock market or in ano<strong>the</strong>r<br />
manner.<br />
When considering all of <strong>the</strong> circumstances detailed above, <strong>the</strong> Managing Board and <strong>the</strong> Supervisory Board believe that <strong>the</strong><br />
exclusion of subscription rights in <strong>the</strong> cases detailed for <strong>the</strong> reasons stipulated is proper and reasonable for <strong>the</strong> shareholders.<br />
The authorizations described above for utilization excluding subscription rights should also apply for all shares that <strong>the</strong><br />
company has acquired and still holds as a result of previous authorizations by <strong>the</strong> General Meeting. As a result, <strong>the</strong> purpose<br />
designated in <strong>the</strong> past by <strong>the</strong> General Meeting is augmented in <strong>the</strong> interest of uniform applicability of all current and future<br />
treasury shares.<br />
Participation in <strong>the</strong> General Meeting<br />
When <strong>the</strong> Gesetz zur Unternehmensintegrität und Modernisierung des Anfechtungsrechtes (UMAG – German Act for<br />
Corporate Integrity and Modernization of <strong>the</strong> Right of Rescission) came into effect on November 1, 2005, <strong>the</strong> conditions for<br />
authorization to participate in <strong>the</strong> General Meeting and to exercise voting rights changed. Shareholders of our company have<br />
<strong>the</strong> following two opportunities to bring <strong>about</strong> <strong>the</strong> conditions required to participate in <strong>the</strong> General Meeting and to exercise<br />
<strong>the</strong>ir voting rights.<br />
Participation authorization via deposit<br />
Shareholders who have deposited <strong>the</strong>ir shares at <strong>the</strong> latest at <strong>the</strong> start of May 11, 2006 (00.00 a.m.), during ordinary business<br />
hours at our company, a German notary public, a securities clearing and deposit bank or <strong>the</strong> following bank and its branches,<br />
and leave <strong>the</strong>m <strong>the</strong>re until <strong>the</strong> end of <strong>the</strong> General Meeting, are authorized to participate in <strong>the</strong> General Meeting and exercise<br />
<strong>the</strong>ir voting rights:<br />
BHF-Bank Aktiengesellschaft<br />
The shares have also been properly deposited if <strong>the</strong> shares are held in a locked account at ano<strong>the</strong>r bank with <strong>the</strong> agreement of<br />
one of <strong>the</strong> depository agents named above until <strong>the</strong> end of <strong>the</strong> General Meeting.<br />
In <strong>the</strong> event that shares are deposited with a notary public or with a securities clearing and deposit bank, an original copy of <strong>the</strong><br />
deposit certificate or a certified copy <strong>the</strong>reof must be submitted to <strong>the</strong> company at <strong>the</strong> latest by midnight on Friday, May 26,<br />
2006 (midnight). Entry tickets for <strong>the</strong> General Meeting are issued when <strong>the</strong> shares are deposited.<br />
Participation authorization via verification of <strong>the</strong> shareholding<br />
In addition, shareholders who transfer to <strong>the</strong> company, at <strong>the</strong> address stated below, special verification of <strong>the</strong>ir shareholding<br />
prepared by <strong>the</strong>ir custodian bank in text form are also authorized to participate in <strong>the</strong> General Meeting and exercise <strong>the</strong>ir voting<br />
rights.<br />
CeWe Color Holding AG<br />
c/o BHF-BANK Aktiengesellschaft<br />
General Meetings<br />
D– 60302 Frankfurt am Main, Germany<br />
Verification of <strong>the</strong> shareholding must relate to <strong>the</strong> start of May 11, 2006 (00.00 a.m.) and be received by <strong>the</strong> company at <strong>the</strong><br />
latest by May 26, 2006 (midnight). After receipt of verification of <strong>the</strong>ir shareholding by <strong>the</strong> company, <strong>the</strong> shareholders are sent<br />
entry tickets for <strong>the</strong> General Meeting. In order to ensure that <strong>the</strong> entry tickets are received in good time, we would ask our<br />
shareholders that <strong>the</strong>y ensure that verification of <strong>the</strong>ir shareholding is sent to <strong>the</strong> company early.<br />
Proxy voting rights<br />
If our shareholders do not want to participate at <strong>the</strong> General Meeting <strong>the</strong>mselves, we would like to point out that <strong>the</strong>y can have<br />
<strong>the</strong>ir voting rights exercised by a proxy and also by a shareholders’ association. The proxy must be made in writing.<br />
In addition, our shareholders can be represented during voting by a proxy appointed by <strong>the</strong> company. For this purpose, <strong>the</strong>se<br />
proxies must be issued with power of attorney and instructions for exercising <strong>the</strong> voting rights. The proxies undertake to vote in<br />
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proxies must be issued with power of attorney and instructions for exercising <strong>the</strong> voting rights. The proxies undertake to vote in<br />
line with <strong>the</strong>ir instructions.<br />
Prior to <strong>the</strong> General Meeting, <strong>the</strong> power of attorney and instructions for <strong>the</strong> proxies appointed by <strong>the</strong> company can be issued in<br />
writing. An entry ticket for <strong>the</strong> General Meeting is also required for issuing written powers of attorney to <strong>the</strong> proxies appointed<br />
by <strong>the</strong> company.<br />
Shareholders will receive fur<strong>the</strong>r details on registration and issuing powers of attorney toge<strong>the</strong>r with <strong>the</strong>ir entry ticket.<br />
Corresponding information can also be found on <strong>the</strong> Internet at www.cewecolor.com.<br />
If you have any questions on <strong>the</strong> General Meeting, please contact:<br />
CeWe Color Holding AG<br />
Public and Investor Relations<br />
Ms. Hella Hahm<br />
Meerweg 30 - 32<br />
D–26133 Oldenburg<br />
Phone: +49 / (0)441 / 404 - 400 (secretary -234)<br />
Fax: +49 / (0)441 / 404 - 421<br />
or by email to: hella.hahm@cewecolor.de<br />
This is also <strong>the</strong> only address to which any motions by shareholders within <strong>the</strong> meaning of sections 126 and 127 of <strong>the</strong> German<br />
Stock Corporation Law (AktG) (“counter-motions”), toge<strong>the</strong>r with verification of <strong>the</strong> shareholder’s capacity, may be submitted.<br />
We will publish any motions from shareholders that may be received and which are to be made accessible according to section<br />
126 of <strong>the</strong> German Stock Corporation Law (AktG) upon receipt and without delay at our website:<br />
www.cewecolor.de/finanzen1.html<br />
In so doing, all motions that have been received by midnight on Wednesday, May 17, 2006 for <strong>the</strong> items of this agenda. Any<br />
statements of position by <strong>the</strong> management will also be published at this website.<br />
Oldenburg, April 2006 CeWe Color Holding AG The Managing Board<br />
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