Informations about the Annual general meeting /\\/ Cewe - sim...

More documents

Recommendations

Info

Informations about the Annual general meeting /\/ CeWe - simply beau... http://www.cewecolor.com/index.php?id=100&L=1 c) If the shares are acquired by a public purchase offer made to all shareholders, the purchase price offered or the thresholds of the purchase price spread offered per share (without incidental acquisition costs) may not exceed or fall below the average stock market price of the share during the last three stock market days prior to the date of publication of the offer, calculated on the basic of the arithmetic average of the closing auction prices of the share in Xetra trading at Deutsche Börse AG or any system succeeding the Xetra system, by more than 20.0%. The volume of the offer may be restricted. If the entire subscription for the offer exceeds this volume, shares must be accepted proportionately. Preferred acceptance of low numbers of shares of up to 100 vested shares per shareholder can be determined. If and to the extent that the provisions of the German Securities Acquisition and Takeover Act (WpÜG) apply, these must be taken into account. 5.3. Use of the acquired shares a) The Managing Board is authorized to offer the shares of the company that were acquired on the basis of the authorization under item (1) to employees and members of the company’s management and its subsidiaries within the meaning of section 18 of the German Stock Corporation Law (AktG) by granting further option rights according to the provisions resolved by the General Meeting on June 30, 2005 under agenda item 6, 3a) (Stock Option Program II). The following conditions apply for granting option rights for Stock Option Program II: In total, this offer may comprise up to 400,000 own shares. In so doing, the number of shares that have already been granted or which are still to be granted as a result of the authorization resolved by the General Meeting on August 17, 1999 (Stock Option Program I) must be added. This also applies to the number of shares that have already been granted or which are still to be granted as a result of the authorization resolved by the General Meeting on June 30, 2005. The Managing Board decides on granting option rights and the payment to be paid by the acquiring parties and, to the extent that options are to be granted to the Managing Board, this decision is taken by the Supervisory Board. The group of persons authorized to acquire the options includes members of the company’s Managing Board, members of the management and first-level executives at the company’s group companies and individual other executives who make an outstanding contribution to the success of the CeWe Color Group. Members of the management of subsidiaries also include members of the Managing Board and management of Neumüller CeWe Color Foundation, Oldenburg as the managing partner of CeWe Color AG & Co. OHG, Oldenburg. In total, up to 50.0% of the total volume of option rights from Stock Option Program II may be granted to the company’s Managing Board and the members of the Managing Boards or Managing Directors of group companies. Members of the management of group companies who are also employees of the company exclusively receive options from the volume intended for employees. The option rights can be issued to the participants on one or several dates between July 1, 2005 and June 30, 2010 and acquired by the participants with a maximum of 200,000 options being issued each fiscal year. The options are nontransferable. Each option authorizes the holder to acquire one share of the company at an issuing price (underlying price) which is to be determined in each case. The option rights can only be exercised by the participants after the expiration of a two-year period after they are granted (lock-up period). The exercise of option rights is to be restricted to four-week periods (exercise period) after the dates on which the company reports on its business growth (e.g., periods after the publication of the preliminary annual results, after the financials press conference, after the General Meeting, after publication of interim reports and, as the case may be, quarterly reports). Options can only be exercised after expiration of the lock-up period if the closing auction prices of the shares in Xetra trading on Deutsche Börse AG (or a system succeeding the Xetra system) is, on average, at least 115.0 % of the underlying price (performance target) on ten successive stock market trading days during the options’ term. The underlying price to be set in each case for a share of the company corresponds to the average stock market price of the share, calculated based on the arithmetic average of the closing auction prices of the shares in Xetra trading on Deutsche Börse AG (or a system succeeding the Xetra system) on ten stock market trading days prior to the Managing Board’s resolution on the respective offer to acquire options, rounded up or down to the nearest whole euro. The option can be modified as a result of clauses to protect against dilution according to the details in the option conditions if the company increases its capital against contributions or issues conversion or option rights, or reduces its capital by withdrawing or compounding shares during the term of the option rights while granting subscription rights to its shareholders. Section 9 (1) of the German Stock Corporation Law (AktG) remains unaffected. The term of the options may not exceed five years in each case. The option may only be exercised if the participant is in an employment relationship with the company, a group company or the managing partner of a group company, which has not been terminated. Exceptions may be made for death, professional disability or retirement by the participants, or termination of the employment relationship via mutual agreement and for the case that the respective subsidiary exits the group of companies. The further conditions of stock option program II are set by the Supervisory Board for the Managing Board’s options, or, in other cases, by the Managing Board. The further conditions include, in particular, provisions on technical implementation and the method to exercise options, the breakdown of options within the groups of authorized participants, the issuing date within the above conditions, determining the exercise periods and any determination of further performance targets. Subsequent changes to the performance targets or the parameters for comparison that are in the participants’ favor are excluded. b) The Managing Board is authorized, with the approval of the Supervisory Board, to offer or grant the shares of the company acquired as a result of the above authorization to third parties as part of corporate mergers or during the acquisition of companies, parts of companies or participations in companies, including the increase of existing shareholders. If necessary, the contribution of the participating interest into associated companies may also be considered. c) The Managing Board is authorized, with the approval of the Supervisory Board, to withdraw the shares of the company that are acquired as a result of the above authorization, withAgenda out the withdrawal or its performance requiring a further von 6 12.03.2007 13:29
Informations about the Annual general meeting /\/ CeWe - simply beau... http://www.cewecolor.com/index.php?id=100&L=1 are acquired as a result of the above authorization, withAgenda out the withdrawal or its performance requiring a further resolution by the General Meeting. The withdrawal leads to a capital reduction. d) The Managing Board is authorized to re-sell the shares of the company that are acquired as a result of the above authorization via the stock market while upholding the principle of equality (section 53a of the German Stock Corporation Law [AktG]). e) The Managing Board is authorized to offer for subscription the shares of the company that are acquired as a result of the above authorization to the shareholders as a result of an offer made to all shareholders while upholding their subscription rights and while upholding the principle of equality (section 53a of the German Stock Corporation Law [AktG]). f) The Managing Board is authorized, with the approval of the Supervisory Board, to sell the shares acquired as a result of the above authorization in a manner which is not via the stock market or by offering these to all shareholders. However, in so doing the shares acquired against cash payment may only be offered at a price which is not materially less than the stock market price of the company carrying the same rights on the date of the sale. The compounded proportionate amount of the share capital due to the number of shares sold as a result of this authorization, together with the proportionate amount of the share capital for new shares that have been issued since June 1, 2006 as a result of any capital increases excluding subscription rights within the meaning of section 186 (4) sentence 4 of the German Stock Corporation Law (AktG), may not exceed a total of 10.0% of the company’s share capital that exists on June 1, 2006. If this amount is lower on the date the above authorization is exercised, the lower amount applies when calculating the 10.0% threshold. 5.4. Exclusion of subscription rights Shareholders’ subscription rights are excluded to the extent that the Managing Board makes use of the above authorizations under item 3 a), b), d), and f). In addition, in the event of a sale of shares of the company as part of an offer for sale according to item 3 e) to the shareholders of the company, the Managing Board may exclude subscription rights for fractions with the approval of the Supervisory Board. 5.5. Other a) The above authorizations in item 3 may be used on one or several occasions, individually or jointly, in whole or for partial volumes of the acquired shares. b) The authorizations for the Managing Board to acquire treasury shares resolved by the company’s General Meetings on 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 – to the extent that nothing to the contrary has been set out above – expire when this resolution comes into effect. The provisions of the resolutions of the General Meeting detailed above for the use of the acquired treasury shares remain unaffected for the shares acquired as a result of these authorizations. However, the provisions for use set out in today’s resolution also apply in addition to the provisions for use set out in the past for shares that the company acquired as a result of the authorizations by the General Meeting at that time. 6. Resolution on changes to the Articles of Association to modify these to the Gesetz zur Unternehmensintegrität und Modernisierung des Anfechtungsrechts (UMAG - German Act for Corporate Integrity and Modernization of the Right of Rescission) UMAG came into effect on November 1, 2005. As a result of the new regulation, in particular it is no longer necessary to deposit shares prior to the General Meeting. In addition, the provisions for the schedule of the General Meeting have been changed. The Articles of Association are to be modified to the amended underlying legal conditions. The Supervisory and Managing Boards propose the following resolutions: a) Item 3.1.3 of the Articles of Association (Calling the Meeting) is reworded as follows: “The statutory provisions apply to the period for calling the meeting. The date of publication of the invitation is not included when calculating the period.” b) Item 3.1.4 of the Articles of Association (Participation at the General Meeting) is reworded as follows: “The only shareholders entitled to participate at the General Meeting and to exercise voting rights at the General Meeting are those who have verified to the company as defined in greater detail below in the following provisions that they are authorized to participate in the General Meeting and to exercise their voting rights. The verification required and that is sufficient for authorization to participate at the General Meeting and to exercise voting rights is verification of the shareholding prepared in text form by a bank authorized for the safekeeping of securities (in an OECD country); verification must be provided in German or English. When the meeting is called, additional languages in which the verification can be provided and other banks which can issue verification may be permitted. Verification must be based on the date set out by law prior to the General Meeting and must be received by the company or an office authorized to receive verification by the company within the statutory period prior to the General Meeting.” c) Item 3.2 of the Articles of Association (“The Chair”) is supplemented as follows: “The Chairman can place a reasonable time restriction on the shareholders’ right to ask questions and to speak; in particular, he may, at the start or during the General Meeting, stipulate the timeframe for the entire duration of the General Meeting, for dealing with the individual agenda items and for individual questions and speeches.” 7. Appointment of the auditor for the Consolidated Financial Statements for fiscal year 2006. The Supervisory Board proposes electing Commerzial Treuhand GmbH, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Oldenburg as auditor for the single-entity and Consolidated Financial Statements for fiscal year 2006. The Managing Board presents the following report on item 5 of the agenda according to sections 71 (1) no. 8, 186 (4) sentence 2 of the German Stock Corporation Law (AktG): Agenda item 5 includes a proposal that the Managing Board be authorized within the meaning of section 71 (1) no. 8 of the von 6 12.03.2007 13:29
Page 1: Informations about the Annual gener
Page 5 and 6: Informations about the Annual gener

Informations about the Annual general meeting /\\/ Cewe - sim...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?