EANS-General Meeting: DVB Bank SE
Announcement convening the general meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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DVB Bank SE
Registered office: Frankfurt/Main
German Securities Code (WKN): 804 550
ISIN: DE0008045501
Invitation to the Ordinary Annual General Meeting
held on 13 June 2012
We hereby invite our shareholders to attend the Ordinary Annual General Meeting
held on Wednesday 13 June 2012, at 10:00 a.m. at the Hermann Josef Abs Saal,
Junghofstraße 11, 60311 Frankfurt/Main.
Agenda
* Presentation of the confirmed annual financial statements (in accordance with
the German Commercial Code - Handelsgesetzbuch, HGB) and the management report
of DVB Bank SE as at 31December2011, including the explanatory report of the
Board of Managing Directors regarding the information under section 289(4) of
the HGB as well as the report of the Supervisory Board
Presentation of the approved consolidated financial statements
(in accordance with IFRS) and the summarised management report of the Company
and the Group for the 2011 business year including the explanatory report of the
Board of Managing Directors regarding the information under section 315(4) of
the HGB and the report of the Supervisory Board
* Passing of a resolution on the appropriation of net retained profit for the
2011 business year
* Passing of a resolution on the formal approval of the members of the Board of
Managing Directors for the 2011 business year
* Passing of a resolution on the formal approval of the members of the
Supervisory Board for the 2011 business year
* Passing of a resolution on the appointment of the external auditors
for the 2012 business year
Proposals for resolution
Re: Item 1 of the agenda:
Presentation of the confirmed annual financial statements (in accordance with
the German Commercial Code - Handelsgesetzbuch, HGB) and the management report
of DVB Bank SE as at 31 December 2011, including the explanatory report of the
Board of Managing Directors regarding the information under section 289 (4) of
the HGB as well as the report of the Supervisory Board
Presentation of the approved consolidated financial statements (in accordance
with IFRS) and the summarised management report of the Company and the Group for
the 2011 business year including the explanatory report of the Board of Managing
Directors regarding the information under section 315 (4) of the HGB and the
report of the Supervisory Board
In accordance with section172 of the German Public Limited Companies Act (AktG),
the Supervisory Board approved, on 6March 2012, the annual financial statements
prepared by the Board of Managing Directors; the annual financial statements
have thus been confirmed. The Supervisory Board approved the consolidated
financial statements prepared by the Board of Managing Directors on 29March
2012. The passing of a resolution on this agenda item 1 by the General Meeting
is therefore not required.
Said documents are available for download on the website
http://www.dvbbank.com/en/investor_relations/publications/financial_reports/index.html. Shareholders may also request that these documents be forwarded to them,
free of charge and without delay. The above documents will also be available at
the General Meeting.
Re: Item 2 of the agenda:
Passing of a resolution on the appropriation of net retained profit
for the 2011 business year
The Board of Managing Directors and the Supervisory Board propose the following
resolution:
The net retained profit reported by DVB Bank SE for the 2011 business year
amounts to EUR27,880,422.00. Of this net retained profit, EUR27,880,422.00 shall
be used to pay a dividend of EUR0.60 per no-par value share entitled to dividend
payments. To the extent that the Company holds treasury shares on the date of
the Annual General Meeting, that portion of the net retained profit that relates
to any such treasury shares shall be transferred to retained earnings.
Re: Item 3 of the agenda:
Passing of a resolution on the formal approval of the members of the
Board of Managing Directors for the 2011 business year
The Board of Managing Directors and the Supervisory Board propose that formal
approval be granted for the members of the Board of Managing Directors for the
2011 business year.
Re: Item 4 of the agenda:
Passing of a resolution on the formal approval of the members of the
Supervisory Board for the 2011 business year
The Board of Managing Directors and the Supervisory Board propose that formal
approval be granted for the members of the Supervisory Board for the 2011
business year.
Re: Item 5 of the agenda:
Passing of a resolution on the appointment of the external auditors
for the 2012 business year
The Supervisory Board proposes the following resolution:
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall be
appointed as external auditors of both the annual financial statements and the
consolidated financial statements of DVB Bank SE for the 2012 business year.
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall also be
appointed as the auditors for any review of (i) condensed financial statements
and the interim management report (pursuant to sections 37 w (5) and 37 y no. 2
of the German Securities Trading Act (WpHG)) as at 30 June 2011, and (ii)
interim consolidated financial statements (pursuant to section 340 i (4) of the
HGB) prepared prior to the Ordinary Annual General Meeting held in 2012.
Further information on the Annual General Meeting
* Documents; Reference to the Company website
As from the date of convening the General Meeting, the documents to be made
available together with the contents of the notice convening the Meeting, a
proxy form and further information related to the General Meeting, including
explanations on shareholder rights pursuant to sections 122 (2), 126 (1), 127
and 131 (1) of the AktG as well as any requests for amendments to the agenda, or
motions and nominations submitted by shareholders which may need to be made
available, are accessible on the following website:
http://www.dvbbank.com/en/investor_relations/general_meeting/index.html.
After the General Meeting, the voting results will also be published on the same
website.
* Specification of the total number of shares and voting rights pursuant to
section 30 b (1) no. 1 of the WpHG
At the time of convening the General Meeting by publishing a notice in the
German Federal Gazette (Bundesanzeiger), a total of 46,467,370 no-par value
bearer shares (Stückaktien) with 46,467,370 voting rights were in issue.
Of the total number of shares issued, 357,459 are held by DVB Bank SE as
treasury shares at the time of convening the General Meeting. As long as they
are held by DVB Bank SE, treasury shares do not convey any voting rights.
Therefore, at the time of convening the General Meeting, 46,109,911 shares were
eligible to vote at the General Meeting.
* Requirements for attendance to the General Meeting and the exercise of voting
rights (including the record date pursuant to section 123 (3) sentence 3 of the
AktG and its meaning)
In accordance with Article 23 (1) of the Memorandum and Articles of Association,
only those shareholders who register for this purpose prior to the General
Meeting and provide the Company with evidence of their shareholding are entitled
to attend and to vote at the General Meeting.
Evidence of shareholding must be provided by way of a confirmation in text form
(in accordance with section 126 b of the German Civil Code (BGB)) which must be
issued in German or English by the custodian institution and must refer to the
beginning of 23May2012 (00:00 hrs CEST - the "record date").
Only those shareholders who have provided specific evidence of their
shareholding will be deemed a shareholder of the Company for the purposes of
attending the General Meeting and exercising their voting rights. The Company
shall be entitled to demand suitable additional evidence in the case of doubt
regarding the correctness or authenticity of evidence submitted. Where no such
evidence is provided or evidence is not provided in an appropriate form, the
Company may reject the shareholder.
The right to attend the General Meeting and the number of voting rights depend
solely on the shareholding of the shareholder as at the record date. However,
this record date does not in any way restrict the right of disposal of the
shareholding. Even where the shareholding is sold, in whole or in part, after
the record date, the right to attend the General Meeting and the number of
voting rights will be based solely on the shareholding of the relevant
shareholder as at the record date. This means that the disposal of shares after
the record date does not in any way affect the right to attend the General
Meeting or the number of voting rights. The same applies to initial or further
acquisitions of shares after the record date. Persons who do not own shares at
the record date and only become shareholders of the Company after the record
date may only attend and vote at the General Meeting to the extent that they
have been authorised by the previous shareholder to act as a proxy holder or to
otherwise exercise shareholder rights. The record date has no significance for
the dividend entitlement.
Registration to attend the General Meeting and evidence of the shareholding must
be received by the Company no later than the end of 6 June 2012 (24:00 hrs CEST)
at the following address:
DVB Bank SE
c/o dwpbank
Abt. WDHHV
Wildunger Straße 14
60487 Frankfurt/Main
Telefax: +49 69 5099 1110
Hauptversammlung@dwpbank.de
Following receipt of registration and specific evidence of the shareholding by
the Company at the address shown above, admission tickets for the General
Meeting will be forwarded to the shareholders.
* Voting by proxy
Shareholders may exercise their voting right and other rights in the General
Meeting through a proxy holder, which may be a credit institute, a shareholders'
association, a proxy holder appointed by the Company, or another third party.
Compliance with the deadlines for registration to attend the General Meeting and
for submission of evidence of the shareholding (as set out above) is also
required in these cases. If a shareholder appoints several persons as proxy
holders, the Company is entitled to reject one or several of these proxy
holders.
Pursuant to section 134 (3) sentence 3 of the AktG, the granting of a proxy, its
revocation and the submission of evidence thereof vis-à-vis the Company
generally require text form. Where a credit institution, a shareholders'
association or any other individual or entity of equivalent standing under
section135(8) and (10) of the AktG is to be authorised to act as a proxy, no
text form is required for such authorisation, pursuant to section 134(3)
sentence 3 of the AktG and the Memorandum and Articles of Association. It should
be noted that the institutions, individuals or entities to be appointed as proxy
holders may request a specific form of proxy in these cases, as section 135 of
the AktG requires them to record any proxy in a verifiable manner. In these
cases, please contact your proxy holder to agree upon an acceptable form of
proxy.
A proxy may be granted by declaration to the proxy holder or to the Company.
A proxy authorisation may be evidenced by the proxy holder submitting the
evidence (e.g. the original or copy of the proxy form) at the entrance counter
on the day of the General Meeting. Alternatively, evidence of proxy
authorisation may be sent by post or by telefax to the following address:
DVB Bank SE
Investor Relations
c/o Ms Elisabeth Winter
Platz der Republik 6
60325 Frankfurt/Main
Telefax: +49 69 9750 4850
As a means of electronic transmission, the Company offers that proxy
authorisation may be evidenced by sending an e-mail to
dvbbank-HV2012@computershare.de.
The means of transmission set out above are also available where it is intended
to grant a proxy by declaration to the Company; in this case, no specific
evidence of proxy authorisation will be required. Similarly, an existing proxy
may be revoked by declaration directly to the Company via any of the means of
transmission set out above. A proxy authorisation granted at or during the
General Meeting may be evidenced by the shareholder submitting the evidence
(e.g. the original or copy of the proxy form) at the exit counter.
If a proxy is granted or evidenced, or an existing proxy is revoked, by
declaration to the Company sent by post, such declaration, for organisational
reasons, must be received by the Company no later than 12 June 2012 (date of
receipt by post). A transmission to the Company by telefax or e-mail is still
possible on the date of the General Meeting.
Shareholders wishing to appoint a proxy holder should use the proxy form
provided by the Company for this purpose. This form will be forwarded to duly
registered persons together with the admission ticket and can be requested from
the address set out above for submission of evidence of proxy authorisation
either by post, telefax or e-mail. In addition, proxy forms are available for
download on the Company's website
http://www.dvbbank.com/en/investor_relations/general_meeting/index.html
As in the previous years, the Company offers its shareholders the opportunity to
grant a proxy to proxy holders appointed by the Company and bound by the
relevant shareholder's instructions prior to the General Meeting. Shareholders
wishing to grant a proxy to the proxy holders appointed by the Company require
an admission ticket to the General Meeting which includes a form which can be
used to grant the proxy to the proxy holders and to issue voting instructions.
To ensure timely receipt of the admission ticket, shareholders should request it
from their custodian bank at their earliest convenience. Shareholders granting a
proxy to the proxy holders appointed by the Company must issue instructions on
how they wish their votes to be cast. Failure to give instructions will render
the proxy void. Proxy holders are under an obligation to cast votes in line with
the instructions given.
Further details on how to issue proxies and instructions to the proxy holders
appointed by the Company are provided on the admission ticket that will be sent
to shareholders. This information is also available on the website
http://www.dvbbank.com/en/investor_relations/general_meeting/index.html
* Information on shareholder rights pursuant to sections 122 (2), 126 (1), 127,
131 (1) of the AktG
a) Amendments to the agenda pursuant to section 122 (2) of the AktG
Shareholders holding together not less than one-twentieth of the registered
share capital or a pro-rata amount of the share capital of E500,000
(corresponding to 195,583 shares) may request that certain items be included in
the agenda and published (section 122 (2) of the AktG). Each new item to be
added to the agenda must be accompanied by a statement of reasons or a proposal
for resolution. In accordance with section 122(1) sentence 3, (2) in conjunction
with section142(2) sentence2 of the AktG, applicants must prove that they have
been holders of the relevant shares for at least three months prior to the day
of the General Meeting, i.e. since 13 March 2012 (00:00 hrs CEST).
Said request must be addressed in writing (section126 BGB) to the Board of
Managing Directors and must be received by the Board of Managing Directors no
later than the end of 13May 2012 (24:00 hrs CEST). Shareholders should send such
request to the following address:
DVB Bank SE
Board of Managing Directors
Investor Relations
c/o Ms Elisabeth Winter
Platz der Republik 6
60325 Frankfurt/Main
Amendments to the agenda that require publication (unless they were already
published at the time of convening the General Meeting) will be published
without undue delay following receipt of the request in the Federal Gazette and
in such other media that can be assumed to distribute information throughout the
entire European Union. In addition, they will be published on the website
http://www.dvbbank.com/en/investor_relations/general_meeting/index.html, and
communicated to the shareholders.
b) Motions and nominations under sections 126 (1), 127 of the AktG
Shareholders may lodge counter-motions to the proposals submitted by the Board
of Managing Directors and the Supervisory Board with regard to any items on the
agenda and submit nominations for the election of external auditors. Any such
counter-motions must also state reasons; nominations for elections do not
require any statement of reasons. Any counter-motions to the agenda and
nominations may only be sent to the following address:
DVB Bank SE
Investor Relations
c/o Ms Elisabeth Winter
Platz der Republik 6
60325 Frankfurt/Main
Telefax: +49 69 9750 4850
HV2012@dvbbank.com
Any counter-motions and nominations received by the Company at the
aforementioned address no later than the end of 29 May 2012 (24:00 hrs CEST)
will be made available promptly upon receipt, subject to the additional
requirements set out in sections 126 and 127 of the AktG, on the Company's
website http://www.dvbbank.com/en/investor_relations/general_meeting/index.html,
including the shareholder's name and (in the case of counter-motions) the
reasons for the motion. Any comments or statements by the management will be
published on the same website.
c) Right to disclosure pursuant to section 131 (1) of the AktG
At the General Meeting, every shareholder or shareholder representative may
request information from the Board of Managing Directors regarding the Company's
affairs, its legal and business relationships with affiliated companies and the
situation of the Group and the companies within the Group's scope of
consolidation, provided that such information is necessary to make a reasonable
assessment of the relevant agenda item. Disclosure requests at the General
Meeting must generally be made verbally during the debate.
d) Further explanations concerning shareholders' rights
Further information on shareholders' rights pursuant to sections 122 (2), 126
(1), 127, 131 (1) of the AktG can be viewed on the Company's website at
http://www.dvbbank.com/en/investor_relations/general_meeting/index.html
Frankfurt/Main, March 2012
DVB Bank SE
THE BOARD OF MANAGING DIRECTORS
Further inquiry note:
Elisabeth Winter
Investor Relations
Tel: +49 (0)69-97504-329
E-Mail: elisabeth.winter@dvbbank.com
end of announcement euro adhoc
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issuer: DVB Bank SE
Platz der Republik 6
D-60325 Frankfurt am Main
phone: +49 (0)69 9750-40
FAX: +49 (0)69 9750-4444
mail: info@dvbbank.com
WWW: http://www.dvbbank.com
sector: Banking
ISIN: DE0008045501
indexes:
stockmarkets: free trade: Düsseldorf, Stuttgart, regulated dealing/general
standard: Frankfurt
language: English
Original-Content von: DVB Bank SE, übermittelt durch news aktuell