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Autoneum einladung GV 2012 A4 english

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Invitation<br />

to the <strong>Autoneum</strong> Holding Ltd<br />

Annual General Meeting<br />

Thursday, April 19, <strong>2012</strong>, at 16:30<br />

(Doors open at 15:30)<br />

Eulachhallen, Winterthur<br />

Wartstrasse 73, 8400 Winterthur


Dear Shareholders,<br />

You are cordially invited by the Board of Directors of <strong>Autoneum</strong> Holding Ltd, Winterthur, to attend our first<br />

Annual General Meeting.<br />

Agenda and proposals of the Board of Directors<br />

1. Submission of the annual report, the annual financial statements and the consolidated financial<br />

statements and auditors’ reports for 2011<br />

Proposal: The Board of Directors recommends approval of the annual report, the annual financial<br />

statements and the consolidated financial statements for 2011.<br />

2. Consultative vote on the Remuneration Report for 2011<br />

Proposal: The Board of Directors recommends approval of the Remuneration Report for 2011 on the<br />

basis of a non-binding consultative vote.<br />

3. Appropriation of available earnings<br />

Proposal: The Board of Directors recommends the following appropriation of available earnings:<br />

CHF<br />

Balance brought forward from previous year -8 146 888<br />

Net profit for 2011 14 188 889<br />

At the disposal of the General Meeting 6 042 001<br />

Carried forward to new account 6 042 001<br />

4. Discharge of the members of the Board of Directors and the Group Executive Board<br />

Proposal: The Board of Directors recommends that its members and the members of the Group Executive<br />

Board be granted discharge for their activities in the 2011 business year.<br />

5. Re-election of the statutory auditors<br />

Proposal: The Board of Directors recommends the re-election of KPMG AG, Zurich, as statutory auditors<br />

for a one-year term of office.<br />

Voting at the <strong>Autoneum</strong> Holding AG Annual General Meeting will be by electronic means. This system will<br />

be fully explained at the meeting.<br />

We look forward with pleasure to your participation at the Annual General Meeting, and are pleased to<br />

offer the participants an apéro riche afterwards.<br />

Winterthur, March 28, <strong>2012</strong><br />

<strong>Autoneum</strong> Holding Ltd<br />

For the Board of Directors<br />

Hans-Peter Schwald<br />

Chairman


Organization<br />

Annual Report<br />

The Annual Report for 2011, the annual financial statements and the consolidated financial statements<br />

and auditors’ reports for 2011 and corporate governance report will be available for inspection by shareholders<br />

at the company’s registered offices as of March 20, <strong>2012</strong>. They will also be sent on request to all<br />

shareholders listed in the <strong>Autoneum</strong> Holding Ltd share register. The Annual Report for 2011 can also be<br />

found on the company’s internet website at http://www.autoneum.com/en/investor-relations/reports/.<br />

Legitimation and admission cards<br />

Only those shareholders with voting rights whose names were recorded in the <strong>Autoneum</strong> Holding Ltd<br />

register of shareholders per April 10, <strong>2012</strong> may attend this Annual General Meeting and exercise their<br />

voting rights.<br />

If you will be personally attending the Annual General Meeting or be represented by another shareholder<br />

with voting rights recorded in the share register, please fill out and return the enclosed registration form<br />

to obtain an admission card and voting materials, which will then be sent to you as from April 11, <strong>2012</strong>.<br />

Proxies<br />

Shareholders unable to attend the Annual General Meeting personally are kindly requested to have themselves<br />

represented with written proxy by:<br />

a) another shareholder with voting rights.<br />

b) our company as corporate body, whereby <strong>Autoneum</strong> Holding Ltd will exercise your voting rights<br />

in favor of the Board proposals.<br />

c) the independent proxy (Ulrich B. Mayer, lic. iur., attorney-at-law, Dolderstrasse 102, 8032 Zurich)<br />

who failing voting instructions for the respective items on the agenda, will exercise your voting<br />

rights in favor of the Board proposals.<br />

d) a depository proxy.<br />

Institutions subject to the Swiss Federal Law on Banks and Saving Banks, as well as professional<br />

asset managers, are obliged to inform the company no later than 15:30 on April 19, <strong>2012</strong><br />

regarding the number of shares they represent.<br />

Signed proxy forms sent in blank will be treated as authorization in favor of the independent voting proxy.<br />

To order admission tickets or grant proxy, please fill out and return the enclosed registration form by April<br />

13, <strong>2012</strong> or earlier in order to facilitate our preparations for the Annual General Meeting.<br />

Please note that only registered shareholders may attend the Annual General Meeting (accompanying<br />

persons cannot be admitted). Shareholders who sell all their shares after April 10, <strong>2012</strong> are no longer<br />

entitled to attend and vote at this meeting. Shareholders who sell some of their shares after April 10, <strong>2012</strong><br />

must exchange their existing admission card for a new one at the information desk prior to the meeting.


Additional information<br />

Way to the Annual General Meeting<br />

This Annual General Meeting will take place at the<br />

Eulachhallen in Winterthur, where the subsequent<br />

apéro riche will also be held.<br />

Since parking facilities at the Eulachhallen location<br />

are restricted, shareholders are kindly requested<br />

to use public transport as far as possible.<br />

Transfer from and to Winterthur main station<br />

As of 15:30, municipal shuttle buses parked outside<br />

Winterthur main station (sector G) will provide free<br />

return transport to the Eulachhallen. The last bus back<br />

to Winterthur main station leaves the Eulachhallen<br />

at 20:30.<br />

Private transport<br />

Please follow the signs to the reserved parking<br />

spaces in front of the Eulachhallen.<br />

Language<br />

The Annual General Meeting will be held in the<br />

German language.<br />

Enclosures<br />

- Registration form<br />

- Reply envelope<br />

<strong>Autoneum</strong> Holding Ltd<br />

CH-8406 Winterthur<br />

T +41 52 208 82 82<br />

F +41 52 208 84 19<br />

info@autoneum.com<br />

www.autoneum.com

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