EANS-General Meeting: K+S Aktiengesellschaft
Announcement convening the
general meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- K+S Aktiengesellschaft with registered seat in Kassel, Germany ISIN: DE000KSAG888 WKN: KSAG88 Invitation to the Ordinary Annual General Meeting to be held on Tuesday, 14 May 2013, 10.00 a.m., in the Kongress Palais Kassel - Stadthalle, Holger-Börner-Platz 1, 34119 Kassel, Germany. I. Agenda 1. Presentation of the approved annual financial statements of K+S Aktiengesellschaft, of the approved consolidated financial statements, of the joint management and Group management report and of the Supervisory Board report, in each case for the 2012 financial year, as well as of the explanatory report of the Board of Executive Directors concerning the information under Sections 289 Paragraph 4 and 315 Paragraph 4 of the German Commercial Code (HGB) These documents can be found on the Internet under www.k-plus-s.com/agm. They are also available for inspection in the offices of K+S Aktiengesellschaft, Bertha-von-Suttner-Straße 7, 34131 Kassel, Germany. The documents will furthermore be available during the Annual General Meeting. The Supervisory Board has approved the annual and consolidated financial statements. In accordance with legal requirements, no resolution is adopted concerning this item of the Agenda. You will find a related explanation on the Internet under www.k-plus-s.com/agm. 2. Adoption of a resolution on the appropriation of profits The Board of Executive Directors and the Supervisory Board propose that the following resolution be adopted: "The accumulated profit of the 2012 financial year shall be appropriated as follows: Distribution of a dividend of EUR 1,40 per share for 191,400,000 no-par value shares entitled to dividends EUR 267,960,000.-- Profit carried forward EUR 26,255,575.87 Accumulated profit EUR 294,215,575.87" 3. Adoption of a resolution about the ratification of the actions of the Board of Executive Directors The Supervisory Board and the Board of Executive Directors propose that the actions of the members of the Board of Executive Directors be ratified for the 2012 financial year. 4. Adoption of a resolution about the ratification of the actions of the Supervisory Board The Board of Executive Directors and the Supervisory Board propose that the actions of the members of the Supervisory Board be ratified for the 2012 financial year. 5. Election of the auditor for the 2013 financial year Upon recommendation of its Audit Committee, the Supervisory Board proposes to elect Deloitte & Touche GmbH, Hanover, Germany, as auditor for the financial statements and consolidated financial statements for the 2013 financial year. 6. Elections to the Supervisory Board The term of office of the following members of the Supervisory Board elected by the Annual General Meeting ends at the close of the Annual General Meeting on 14 May 2013: Jella S. Benner-Heinacher, Rainer Grohe, Dr. Karl Heidenreich, Dr. Bernd Malmström, Dr. Rudolf Müller and Dr. Eckart Sünner. As recommended by its Nomination Committee, the Supervisory Board proposes that the following persons be elected on an individual basis to the Supervisory Board for the period from the end of the Annual General Meeting on 14 May 2013 until the end of the Annual General Meeting, which decides about the ratification of actions for the 2017 financial year. a)Ms. Jella S. Benner-Heinacher (53), Meerbusch, Deputy General Manager of Deutsche Schutzvereinigung für Wertpapierbesitz e. V., Düsseldorf, member of the Supervisory Board of A.S. Creation Tapeten AG, Gummersbach, b)Mr. Wesley Clark (61), Lake Forest, Illinois, USA, operating partner of Advent International Global Private Equity Group, Boston, Massachusetts, USA, board member of the following companies: Patriot Supply Holdings, Inc., Fort Worth, Texas, USA (Non-executive Chairman); Morrison Supply Company, Fort Worth, Texas, USA, (Non-executive Chairman); ABC Supply Corporation, Beloit, Wisconsin, USA; Stanford University Graduate School of Business, Stanford, California, USA, c)Dr. Bernd Malmström (71), Berlin, lawyer, member of the supervisory boards or comparable appointments to supervisory bodies of the following companies: Lenkering GmbH, Duisburg; IFCO-Systems N.V., Amsterdam, The Netherlands, (chairman); time:matters GmbH, Neu-Isenburg, (chairman); VTG AG, Hamburg; HHLA Intermodal GmbH, Hamburg; DAL-Deutsche-Afrika-Linien GmbH & Co. KG, Hamburg, d)Dr. Annette Messemer (48), Frankfurt am Main, Divisional Board Member of Commerzbank AG, Frankfurt am Main, e)Dr. Rudolf Müller (69), Ochsenfurt, pensioner (former member of the Board of Executive Directors of Südzucker AG Mannheim/Ochsenfurt, Mannheim), f)Dr. Eckart Sünner (69), Neustadt a. d. Weinstraße, lawyer (Of Counsel, Allen & Overy LLP, Mannheim office), member of the Supervisory Board of Infineon Technologies AG, Neubiberg. You will find the CVs of the above-mentioned persons on the Internet under www.k-plus-s.com/agm. The composition of the Supervisory Board is determined by Sections 96 Paragraph 1 and 101 Paragraph 1 of the German Stock Corporation Act (AktG) and by Section 7 Paragraph 1 No. 2 of the German Co-Determination Act. The Annual General Meeting is not bound to election proposals. II. Further information and instructions regarding the Annual General Meeting 1. Preconditions for the attendance at the Annual General Meeting and the exercise of the voting right Only those shareholders of the Company, who register with the Company no later than by Tuesday 7 May 2013, 12:00 p.m., and are entered in the share register for the registered shares, are entitled to attend the Annual General Meeting and to exercise the voting right in person or by proxy. The registration may be submitted via the website www.k-plus-s.com/agm in accordance with the procedure determined by the Company. Shareholders who would like to register online require their shareholder number and the related access password for this. Shareholders who are already registered to have the invitation to the Annual General Meeting sent electronically to them must use the access password they chose when registering. All other shareholders who are entered in the share register receive their shareholder number and a related access password together with the invitation letter to the Annual General Meeting by mail. The registration may also be sent to the address K+S Aktiengesellschaft c/o Computershare Operations Center 80249 München, Germany fax: +49 89 30903-74675 e-mail: k-plus-s-hv2013@computershare.de A form that can be used for this purpose will be sent to shareholders, who are entered in the share register, together with the invitation letter to the Annual General Meeting by mail. You will find more detailed instructions regarding the registration process in the information on the registration form or on the website www.k-plus-s.com/agm. Together with the registration, the shareholder may request an admission ticket to the Annual General Meeting. Shareholders who use the K+S shareholder portal for registration have the option to print their admission ticket themselves directly. Unlike the registration to the Annual General Meeting, the admission ticket is not a precondition for attendance, but merely serves to facilitate the procedure at the admission control points for access to the Annual General Meeting. If a bank is entered in the share register, it may exercise the voting rights for shares that do not belong to it only based on a power of attorney from the shareholder. The same applies to shareholders' associations and other equivalent persons pursuant to Section 135 Paragraph 8 of the German Stock Corporation Act (AktG) accordingly. For the exercise of attendance and voting rights, the shareholdings entered in the share register on 8 May 2013, 00:00 a.m., shall be decisive. The shares are not blocked by the registration to the Annual General Meeting; shareholders can therefore continue to dispose freely over their shares after completing the registration. Applications for transfers in the share register, reaching the Company after 8 May 2013, 00:00 a.m. (the so-called "technical record date"), until the end of the Annual General Meeting on 14 May 2013, will only be realized in the share register of the Company with effect from after the Annual General Meeting on 14 May 2013. Holders of American Depositary Receipts (ADRs) will please direct any questions they may have to Bank of New York Mellon, New York, phone: +1 888 269-2377, or to their bank or broker. 2. Absentee ballot Shareholders can cast their votes, even without participating in the Annual General Meeting, in writing or by way of electronic communication (Absentee ballot). Only those registered shareholders - in person or by proxies - are entitled to exercise their voting rights by absentee ballot who by 7 May 2013, 12:00 p.m., at the latest as described above have been registered for the Annual General Meeting. Votes can be cast at www.k-plus-s.com/agm in accordance with the procedure determined by the Company. For electronic voting, shareholders who are already registered to electronically receive the documents for the Annual General Meeting should use their shareholder number and the access password they have chosen. All other shareholders entered in the share register will, as stated above, have their access data and invitation letter sent to them by mail. Votes can also be sent to the address K+S Aktiengesellschaft c/o Computershare Operations Center 80249 München, Germany fax: +49 89 30903-74675 e-mail: k-plus-s-hv2013@computershare.de A form, which may be used when casting an absentee ballot, is enclosed with the invitation letter. Absentee ballot votes must reach the Company by 13 May 2013, 6:00 p.m., at the latest. If individual voting is held on an item on the Agenda, a vote cast for this Agenda item shall apply for each single sub-item. Absentee ballot votes cast in time via the Internet can subsequently be changed there until 13 May 2013, 6:00 p.m. We would like to point out that absentee ballot votes cast via the Internet can only be changed using this system and may be revoked only there or by attending the Annual General Meeting in person and issuing a declaration in text form. Authorized banks as well as equivalent associations and persons pursuant to Section 135 Paragraphs 8 and 10 of the German Stock Corporation Act (AktG) can also avail themselves of absentee ballot. The Company will, at their request, make an electronic voting channel or the corresponding forms available to them. 3. Proxy voting procedure Shareholders, who are entered in the share register, may also have their voting right exercised in the Annual General Meeting by a proxy, e.g. a bank or shareholders' association. A timely registration is also required in this case. Granting the power of attorney, revoking it, and proof of authorization vis-à-vis the Company require the text form and may be transmitted to the Company under the Internet address www.k-plus-s.com/agm in accordance with the procedure determined by the Company. For electronic voting, shareholders who are already registered to electronically receive the documents for the Annual General Meeting should use their shareholder number and the access password they have chosen. All other shareholders entered in the share register will, as stated above, have their access data together with the invitation letter sent to them by mail. Transmission may also be effected to the address K+S Aktiengesellschaft c/o Computershare Operations Center 80249 München, Germany fax: +49 89 30903-74675 e-mail: k-plus-s-hv2013@computershare.de A form, which may be used to grant power of attorney, will be sent to the shareholders together with the invitation letter or, as the case may be, the admission ticket to the Annual General Meeting together with additional information on granting power of attorney. On the day of the Annual General Meeting, the power of attorney may be granted, revoked, and the proof of authorization may be documented electronically under www.k-plus-s.com/agm, under fax no. +49 89 30903-74675, or at the admission points to the Annual General Meeting. Exemptions from the text form requirement may exist for banks, shareholders' associations, or equivalent persons or institutions (compare Section 135 and Section 125 Paragraph 5 of the German Stock Corporation Act (AktG)). We offer our shareholders to have themselves represented in the Annual General Meeting by proxies appointed by the Company. Granting the power of attorney and its revocation require the text form and may be transmitted under the Internet address www.k-plus-s.com/agm or to the above-mentioned address. The proxies appointed by the Company exercise the voting right exclusively based on the instructions issued by the shareholder. Please note that the proxies appointed by the Company will not accept any mandates to make speeches, enter objections against resolutions of the Annual General Meeting, or to ask questions or submit motions. We would like to point out that powers of attorney and instructions issued via the Internet-based system can only be changed using this system and may be revoked only there or by attending the Annual General Meeting in person and issuing a declaration in text form. If a shareholder authorizes more than one person, the Company may reject one or several of them. 4. Shareholder rights Shareholders, whose shares together amount to one-twentieth of the share capital or the proportionate amount of EUR 500,000, may demand, pursuant to Section 122 Paragraph 2 of the German Stock Corporation Act (AktG), that items are placed on the Agenda and announced. Requests to amend the Agenda must be received by the Company in written form at least 30 days prior to the meeting, i.e. by 13 April 2013, 12:00 p.m. We ask that requests to amend the Agenda be sent to the following address: K+S Aktiengesellschaft Investor Relations Bertha-von-Suttner-Straße 7 34131 Kassel, Germany We will announce motions for requests to amend the Agenda received in time, if they meet the legal requirements. Each shareholder has the right to submit a counter-motion to any proposal of the Board of Executive Directors and/ or the Supervisory Board concerning a specific item of the Agenda. A counter-motion must be made available on the Company's website as set forth in more detail in Section 126 Paragraphs 1 and 2 of the German Stock Corporation Act (AktG), if it is received by the Company under the address specified below no later than on 29 April 2013, 12:00 p.m. Each shareholder may also submit an election proposal for the election of Supervisory Board members or of auditors to the Company as set forth in more detail in Section 127 of the German Stock Corporation Act (AktG). An election proposal must be made available on the Company's website as set forth in more detail in Sections 127, 126 Paragraphs 1 and 2 of the German Stock Corporation Act (AktG), if it is received by the Company under the address specified below no later than on 29 April 2013, 12:00 p.m. We will make counter-motions or election proposals, which have been received in time, available on the Internet under www.k-plus-s.com/agm, if they meet the legal requirements. We will also make any comments by the management available under the aforementioned Internet address. Counter-motions and election proposals from shareholders shall be exclusively addressed to: K+S Aktiengesellschaft Investor Relations Bertha-von-Suttner-Straße 7 34131 Kassel, Germany fax: +49 561 9301-2425 e-mail: investor-relations@k-plus-s.com Upon request, the Board of Executive Directors shall provide information to any shareholder or shareholders' representative during the Annual General Meeting about matters of the Company, if it is necessary for a proper assessment of the item of the Agenda. The information obligation also extends to the legal and commercial relationships of the Company with affiliated companies. In order to facilitate a proper reply, shareholders and shareholders' representatives, who intend to submit questions during the Annual General Meeting, are requested to transmit these questions as early as possible to the aforementioned address. This transmission is not a prerequisite for a reply. The information right is not affected by this. More detailed explanations and information on the rights of shareholders pursuant to Sections 122 Paragraph 2, 126 Paragraph 1, 127 and 131 Paragraph 1 of the German Stock Corporation Act (AktG) are available to shareholders on the Company's website under www.k-plus-s.com/agm. 5. Total number of shares and voting rights At the time the Annual General Meeting is convened, the Company's share capital is divided into 191,400,000 no-par value registered shares with the same number of voting rights. 6. Information on the Company's website The information according to Section 124a of the German Stock Corporation Act (AktG) as well as additional explanations regarding the aforementioned shareholder rights are available on the Company's website under www.k-plus-s.com/agm. The recorded voting results will also be published there after the Annual General Meeting. Information over the telephone is available under +49 561 9301-1100. 7. Transmission of the Annual General Meeting on the Internet The Annual General Meeting will be transmitted on the Internet until the end of the speech of the Chairman of the Board of Executive Directors under www.k-plus-s.com/agm. Kassel, April 2013 The Board of Executive Directors K+S Aktiengesellschaft with registered seat in Kassel, Germany Further inquiry note: Kai Kirchhoff Telefon: +49(0)561-9301-1885 E-Mail: kai.kirchhoff@k-plus-s.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: K+S Aktiengesellschaft Bertha-von-Suttner-Straße 7 D-34131 Kassel phone: +49 (0)561 9301-1460 FAX: +49 (0)561 9301-2425 mail: investor-relations@k-plus-s.com WWW: http://www.k-plus-s.com sector: Chemicals ISIN: DE000KSAG888 indexes: DAX, Midcap Market Index, CDAX, Classic All Share, HDAX, Prime All Share stockmarkets: regulated dealing: Hannover, Berlin, München, Hamburg, Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt language: English
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