EANS-General Meeting: CURANUM AG
Announcement convening the general meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Curanum AG, Munich - ISIN: DE 000 524070 9 - - WKN: 524070 - Invitation to the Ordinary Shareholders' General Meeting We invite our shareholders to join us on Wednesday, May 16, 2012 at 11 a.m. (CET), at the premises of Curanum Betriebs GmbH, Seniorenresidenz Bad Nenndorf, Rudolf-Albrecht-Strasse 44a, 31542 Bad Nenndorf, for the Ordinary Shareholders' General Meeting. I. Agenda 1. Presentation of the adopted annual financial statements as of December 31, 2011, the approved consolidated financial statements as of December 31, 2011, the management report of Curanum AG for the 2011 financial year, the Group management report for the 2011 financial year, the report of the Supervisory Board on the 2011 financial year, and an explanatory report of the Management Board relating to disclosures pursuant to §§289 Paragraph 4, 315 Paragraph 4 and 289 Paragraph 5 of the German Commercial Code (HGB) In accordance with stock corporation law regulations, the aforementioned documents must be made accessible to the Shareholders' General Meeting. They can be downloaded from the Company's website at the address www.curanum.de using the links "Investor Relations" / "English Version" and "Stockholders Meeting". They are also available for viewing by shareholders at the Company's business premises (Engelbertstrasse 23-25, 81241 Munich) from the date when the Shareholders' General Meeting is convened, as well as at the Shareholders' General Meeting itself. All shareholders will be sent a copy of the aforementioned documents immediately and free of charge on request. No Shareholders' General Meeting resolution is envisaged for agenda item 1 since, already on February 27, 2012, the Supervisory Board approved the single-entity parent company annual financial statements and consolidated financial statements, which were both prepared by the Management Board, and the single-entity parent company annual financial statements have been thereby adopted pursuant to §172 Clause 1 of the German Stock Corporation Act (AktG). 2. Application of unappropriated retained earnings For the 2011 financial year, the Management and Supervisory boards propose that the Shareholders' General Meeting carries the full amount of unappropriated retained earnings of EUR4,813,851.69 forward to a new account. 3. Discharge of the Management Board members for the 2011 financial year The Management and Supervisory boards propose discharging all members of the Management Board who have served during the 2011 financial year with respect to the current financial year. 4. Discharge of the Supervisory Board members for the 2011 financial year The Management and Supervisory boards propose discharging all members of the Supervisory Board who have served during the 2011 financial year with respect to the current financial year. 5. Elections to the Supervisory Board Mr. Bernd Quade has relinquished his office as a Supervisory Board member pursuant to §10 Paragraph 4 of the bylaws, and has consequently stepped down from the Supervisory Board. A new Supervisory Board member is to be elected to succeed him. Pursuant to § 10 Paragraph 2 of the bylaws, this election should be for the remaining period of office of the member who has stepped down, consequently until the end of the Shareholders' General Meeting that passes the resolution concerning the discharge for the 2014 financial year. Pursuant to § 96 Paragraph 1 and § 101 Paragraph 1 of the German Stock Corporation Act (AktG) the Supervisory Board of Curanum AG consists exclusively of members elected by the shareholders; the Supervisory Board consists of six members pursuant to § 95 Clause 1 and 2 of the German Stock Corporation Act (AktG) and § 10 Paragraph 1 of the Company bylaws. Employees do not elect any Supervisory Board members. The Shareholders' General Meeting is not bound by proposals made concerning the election of Supervisory Board members. As a consequence, the Supervisory Board proposes to elect: Mr. Dieter Wopen, graduate of health fund management studies, and managing director, resident in Schöneberg (Hunsrück), Germany, as a Supervisory Board Member with effect until the end of the Shareholders' General Meeting that passes a resolution concerning the discharge of the Supervisory Board members for the 2014 financial year. Mr. Wopen is not a member of any other supervisory board required by law, and is not a member of any other comparable German or foreign controlling body of commercial companies. 6. Election of the auditor for the 2012 financial year At the recommendation of the Audit Committee, the Supervisory Board proposes electing Wirtschaftstreuhand GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, to be the auditor of both the parent company and consolidated financial statements for the 2012 financial year. 7. Resolution concerning the creation of a new approved capital 2012; bylaw amendments; authorization of the Supervisory Board to implement bylaw wording amendments As the result of a resolution of the Shareholders' General Meeting on July 13, 2011, the Management Board was authorized to increase the issued share capital of the Company, with the approval of the Supervisory Board, in exchange for cash or non-cash capital contributions, once or on several occasions until June 21, 2011, by a total of up to EUR8,000,000.00 (Approved Capital 2011). Further approved capital (Approved Capital 2012) is to be created in order to provide the management with additional approved capital within the framework of statutory provisions. For this reason, the Management and Supervisory boards propose passing a resolution as follows: a) Creation of a new approved capital 2012 The Management Board shall be authorized, with the approval of the Supervisory Board, to increase the Company's issued share capital until May 15, 2017 through the issue, either once on several occasions, of a total of up to 11,500,000 (in words: eleven million five hundred thousand) new ordinary bearer shares in exchange for cash or non-cash capital contributions by a total of up to EUR11,500,000 (in words: eleven million five hundred thousand euros) (Approved Capital 2012). The authorization may be utilized in partial amounts. The Management Board shall be authorized, with the approval of the Supervisory Board, to determine the further nature of share rights and the terms of the share issue. With the assent of the Supervisory Board, however, the Management Board shall be authorized to exclude shareholders' subscription rights in the case of capital increases against non-cash capital contributions. Shareholders must always be granted subscription rights to new shares in the instance of cash capital increases. The shares must be accepted by a bank or another company operating according to § 53 Paragraph 1 Clause 1 or §53b Paragraph 1 Clause 1 or Paragraph 7 of the German Banking Act with the obligation to offer them for subscription to shareholders. With the assent of the Supervisory Board, however, the Management Board shall be authorized to exclude shareholders' subscription rights in the case of capital increases against non-cash capital contributions. aa) in order to reconcile any residual amounts, bb) to the extent that it is requisite to protect against dilution, in order to grant subscription rights to new shares to holders of conversion or warrants, which are or were issued by Curanum AG or companies in which Curanum AG holds direct or indirect majority stakes, to the extent to which they would have been entitled after the exercise of conversion or warrants, or following the satisfaction of conversion requirements, or cc) if the issue amount of the new shares is not significantly less than the stock market price, and the shares issued in exchange for cash and under exclusion of shareholder subscription rights during the duration of this authorization pursuant to, or in the effective application of, §186 Paragraph 3 Clause 4 of the German Stock Corporation Act, do not in total exceed 10% of the issued share capital, neither at the time when this authorization becomes effective nor at the time when this authorization is utilized. The following must be included in the calculation of this limitation to 10% of the share capital: * treasury shares that are sold during the period of this authorization in corresponding application of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act excluding shareholder subscription rights, and * shares issued, or to be issued, to service debt instruments with conversion or warrants, to the extent that the debt instruments were issued during the period of this authorization in effective application of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act under exclusion of shareholder subscription rights. If the option is utilized to issue shares pursuant to, or in analogous application of, § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) against cash, or under exclusion shareholder subscription rights, during the duration of this authorization to increase capital as part of Approved Capital 2011 or 2012, the 10% share capital threshold must also in each case include such shares that were issued, or are issued, on the basis of the authorization to increase capital as part of the respective other Approved Capital. b) Amendment of bylaws § 4 of the bylaws shall be supplemented to include the following paragraph (3): "(3) The Management Board shall be authorized, with the approval of the Supervisory Board, to increase the Company's issued share capital until May 15, 2017 through the issue, either once on several occasions, of a total of up to 11,500,000 (in words: eleven million five hundred thousand) new ordinary bearer shares in exchange for cash or non-cash capital contributions by a total of up to EUR11,500,000 (in words: eleven million five hundred thousand euros) (Approved Capital 2012). The authorization may be utilized in partial amounts. The Management Board shall be authorized, with the approval of the Supervisory Board, to determine the further nature of share rights and the terms of the share issue. With the assent of the Supervisory Board, the Management Board shall be authorized to exclude shareholders' subscription rights in the case of capital increases against non-cash capital contributions. Shareholders must always be granted subscription rights to new shares in the instance of cash capital increases. The shares must be accepted by a bank or another company operating according to § 53 Paragraph 1 Clause 1 or §53b Paragraph 1 Clause 1 or Paragraph 7 of the German Banking Act with the obligation to offer them for subscription to shareholders. With the assent of the Supervisory Board, however, the Management Board shall be authorized to exclude shareholders' subscription rights in the case of capital increases against non-cash capital contributions. aa) in order to reconcile any residual amounts, bb) to the extent that it is requisite to protect against dilution, in order to grant subscription rights to new shares to holders of conversion or warrants, which are or were issued by Curanum AG or companies in which Curanum AG holds direct or indirect majority stakes, to the extent to which they would have been entitled after the exercise of conversion or warrants, or following the satisfaction of conversion requirements, or cc) if the issue amount of the new shares is not significantly less than the stock market price, and the shares issued in exchange for cash and under exclusion of shareholder subscription rights during the duration of this authorization pursuant to, or in the effective application of, §186 Paragraph 3 Clause 4 of the German Stock Corporation Act, do not in total exceed 10% of the issued share capital, neither at the time when this authorization becomes effective nor at the time when this authorization is utilized. The following must be included in the calculation of this limitation to 10% of the share capital: * treasury shares that are sold during the period of this authorization in corresponding application of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act excluding shareholder subscription rights, and * shares issued, or to be issued, to service debt instruments with conversion or warrants, to the extent that the debt instruments were issued during the period of this authorization in effective application of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act under exclusion of shareholder subscription rights, and § 4 of the bylaws shall also be supplemented to include the following paragraph (4): "(4) To the 10% limitation of the share capital pursuant to Paragraph 2 Letter cc) shall also be added those shares that were issued, or are issued, during the duration of the authorization to increase capital as part of Approved Capital 2011 according to the provisions of Paragraph 3 Letter cc) concerning Approved Capital 2012 in direct or analogous application of §186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) under exclusion of shareholder subscription rights. To the 10% limitation of the share capital pursuant to Paragraph 3 Letter cc) shall finally be added those shares that were issued, or are issued, during the duration of the authorization to increase capital as part of Approved Capital 2012 according to the provisions of Paragraph 2 Letter cc) concerning Approved Capital 2011 in direct or analogous application of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) under exclusion of shareholder subscription rights. c) Authorization of the Supervisory Board to implement bylaw amendments The Supervisory Board shall be authorized to adapt the wording of the Company's bylaws following the complete or partial execution of the capital increase from Approved Capital 2012, or following the expiry of the authorization period, corresponding to the extent of the capital increase from Approved Capital 2012. II. Report to the Shareholders' General Meeting * Pursuant to § 203 Paragraph 2 Clause 2 in combination with § 186 Paragraph 4 Clause 2 of the German Stock Corporation Act (AktG), we report to the Shareholders' General Meeting concerning agenda item 7 (Approved Capital 2012) as follows: The Management and Supervisory boards propose that the management be authorized to issue new shares in the Company on the basis of additional approved capital (Approved Capital 2012). As the result of a resolution of the Shareholders' General Meeting on July 13, 2007, the Management Board was authorized to increase the issued share capital of the Company, with the approval of the Supervisory Board, in exchange for cash or non-cash capital contributions, once or on several occasions until June 21, 2011, by a total of up to EUR8,000,000.00 (Approved Capital 2011). This authorization was entered in the Company's commercial register as of July 18, 2011. The Management Board has not utilized this authorization to date. Further approved capital (Approved Capital 2012) is to be created in order to provide the management with additional approved capital within the framework of statutory provisions. This is intended to enable the management to procure new equity capital for the Company at any time, and specifically also to an extent that exceeds Approved Capital 2011. Approved Capital 2012 should serve to acquire facilities, companies, parts of companies, interests in companies, or other assets against the granting of shares, but also to finance the Company's organic growth and future strategic orientation. The volume of the proposed authorization amounts to approximately 30% of the Company's current share capital, and together with Approved Capital 2011 remains significantly below the legally permissible maximum threshold of 50% pursuant to §202 Paragraph 3 Clause 1 of the German Stock Corporation Act (AktG). The authorization for Approved Capital 2012 is to be valid until May 15, 2017. As a matter of principle, the Company's shareholders are entitled to subscription rights to newly issued shares. In other words, each shareholder is entitled to a right to subscribe for new shares that correspond in number to his or her existing interest in the Company's issued share capital. The proposed resolution nevertheless envisages excluding shareholder subscription rights, which generally exist when utilizing improved capital, for certain purposes listed in detail in the proposed resolution pursuant to the relevant legal regulations. From the point of view of the Management and Supervisory boards, this authorization to exclude shareholder subscription rights under consideration of all circumstances arising from the reasons clarified below, is objectively justified, and appropriate with respect to shareholders. The Management Board is to be authorized to exclude shareholders' subscription rights in the case of capital increases against non-cash capital contributions. The exclusion of subscription rights requires Supervisory Board assent in all instances. In the case of merger & acquisition (M&A) transactions, sellers frequently demand consideration for the acquisition of companies, parts of companies, or interests in companies, to be rendered in the form of company shares. It may also lie in the Company's special interest, particularly in order to protect its liquidity, to offer the seller new Curanum shares as consideration for a company, a part of a company, or an interest in a company. Particularly during times when cash is in short supply, and when it is difficult to procure debt funding, such as during the recent global financial crisis, shares from approved capital may represent reasonable consideration from the Company's perspective, to the extent that recourse cannot, or should not, be made to the Company's treasury shares. This also further strengthens the Company's equity base. In order to take into consideration the interests of a potential seller, or of Curanum, in a payment in the form of shares in Curanum AG on a short-term and flexible basis, it is consequently requisite that shareholder subscription rights can be excluded in the case of capital increases against non-cash capital contributions. The Management and Supervisory boards will only utilize the opportunity to increase capital against non-cash capital contributions under exclusion of shareholder subscription rights from approved capital if the value of the new shares, and the value of the counter-performance (e.g. company, part of a company, or an investment in a company), are appropriately related. This will consequently avoid economic loss for shareholders who are excluded from subscription rights. These shareholders have the opportunity to maintain their percentage interests in the Company through purchases on the stockmarket at essentially equal prices. The authorization generally envisages that newly issued shares in the case of a capital increase against cash should be accepted by at least one German bank or one foreign company operating pursuant to §53 Paragraph 1 Clause 1 or §53b Paragraph 1 Clause 1 or Paragraph 7 of the German Banking Act with the obligation to offer them to the Company shareholders for subscription. This does not entail a restriction of such action rights since the shareholder is indirectly offered the same subscription rights as is the case with direct subscription. However, for reasons relating to the technicalities of processing, at least one German bank or foreign company operating pursuant to § 53 Paragraph 1 Clause 1 or § 53b Paragraph 1 Clause 1 or Paragraph 7 of the German Banking Act shall be established as an intermediary to receive shareholder subscription requests, and to deliver the shares after the performance of the capital increase to shareholders entitled to subscription rights in return for payment of the subscription price. The exclusion of subscription rights when implementing capital increases against cash capital contributions is also possible only with Supervisory Board assent. In addition, this may occur only for purposes specified in the proposed resolution pursuant to the respective valid legal regulations. These purposes are explained in more detail below: The authorization to exclude shareholder subscription rights for residual amounts is required in order to provide a practicable subscription ratio in the instance of all capital increases, and is consequently intended solely to enable the approved capital to be utilized on the basis of round amounts. Residual amounts occur when, as a result of the subscription ratio or the capital increase amount, not all new shares can be distributed evenly among shareholders. In particular, without this authorization the technical performance of a capital increase would be rendered difficult in the case of a capital increase entailing a round amount. The costs of subscription rights trading for residual share amounts is not beneficial for shareholders. The new shares without subscription rights that arise as a result of the exclusion of shareholder subscription rights for residual amounts will be realized in the best possible manner for the Company either through the sale on the stock market (if possible) or in another manner. The potential dilution effect is minor due to this restriction to residual amounts. The authorization to exclude subscription rights to the benefit of holders of conversion or warrants serves the purpose of reducing the warrant or conversion price not on the basis of the usual dilution protection clauses of warrant or conversion terms, or of being required to make an additional cash payment to the holders of such rights. Dilution protection clauses are required to make capital market placings easier, and to protect the bondholders (creditors) against dilution as the result of subsequent share issues. Instead of settlement through reducing the warrant or conversion price, or payment of an additional cash amount, subscription rights are alternatively to be granted also to bondholders (creditors) with warrant or conversion rights to protect against dilution to the extent that they would be entitled following exercise of the warrant or conversion rights, or the satisfaction of the conversion obligation. Finally, the Company's management shall be authorized to exclude shareholder subscription rights in the case of capital increases against cash, to an extent that does not in total exceed 10% of the Company's issued share capital, whereby the issue price of the new shares may not be significantly less than the stock market price of the Company's shares. The share capital both at the time when this authorization becomes effective, and at the time of exercise, shall be decisive for the calculation of the 10% limit; none of these limits may be exceeded. The management will include in this limitation to 10% of the share capital both those shares that are, or were, issued to service conversion or warrant rights, to the extent that the convertible or warrant bonds from which these rights arise were issued during the duration of the authorization in corresponding application of §186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) under exclusion of subscription rights, and also the Company's treasury shares that were sold during the duration of the authorization in corresponding application of §186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) under exclusion of shareholder subscription rights. Shares that are issued during the duration of the authorization under exclusion of subscription rights in direct or indirect application of § 186 Paragraph 3 Clause 4 of the German Stock Corporation Act (AktG) as part of Approved Capital 2011 are also to be included in this context. This shall apply correspondingly for the utilization of Approved Capital 2011 with respect to the issuing of shares from Approved Capital 2012. This authorization enables the Company to exploit windows of opportunity in the stock market at short notice, and to further strengthen the Company's equity capital base. The interests of existing Company shareholders will not be inappropriately disadvantaged given the fixing of an issue price that does not diverge significantly from the stock market price. These shareholders have the opportunity to maintain their shareholding interests - to the extent that they wish to do so - through purchases on the stock market on an equal value basis. The Management Board shall in all cases inform the Shareholders' General Meeting concerning the utilization of approved capital. III. Prerequisites for participation in the Shareholders' General Meeting and exercise of voting rights Pursuant to §18 of the Company's bylaws, those shareholders are entitled to participate in the Ordinary Shareholders' General Meeting, and to exercise voting rights and other shareholder rights, who register providing proof of their shareholdings in good time before the Shareholders' General Meeting in written form in either German or English by post, fax or e-mail at the address, fax number or e-mail address below. The registration, and evidence of shareholding, must be submitted to the Company at the address, fax number or e-mail address communicated for this purpose below, at the latest by Wednesday, May 9, 2012, 24:00 hrs (Central European Summer Time). Entitlement to participate in the Shareholders' General Meeting, and to exercise voting rights and other shareholder rights, must be evidenced by a certificate concerning the shareholding provided by the custodian bank or securities clearing and deposit bank in textual form in either German or English. The certification must relate to the start of the 21st day before the Shareholders' General Meeting, in other words, Wednesday, April 25, 2012, 00:00 hrs (Central European Summer Time). The registration and evidence of shareholding must be submitted to the Company in textual form to the following address, fax number or e-mail address: Curanum AG c/o Commerzbank AG GS-MO 4.1.1 General Meetings 60261 Frankfurt am Main Fax:+49 (0)69 13626351 E-mail: HYPERLINK "mailto:hv-eintrittskarten@commerzbank.com" \o "blocked::mailto:hv-eintrittskarten@commerzbank.com" hv-eintrittskarten@commerzbank.com After registration and certification of share ownership has arrived in time at the Company, entry tickets will be dispatched to shareholders for the Shareholders' General Meeting. In order to ensure that entry tickets are received on time, we would kindly ask shareholders to request entry tickets at as early a juncture as possible from their custodian bank. In these instances, the custodian bank performs the requisite registration and evidence of relevant shareholdings. With respect to the Company, only those shareholders are entitled to participate in the meeting and to exercise their shareholder rights who have provided evidence of their shareholdings. In this context, entitlement to participate and the scope of voting rights are based exclusively on shareholdings as of the cut-off date for producing evidence of shareholdings. The cut-off date for producing evidence of shareholdings does not entail any block on the ability to dispose of shareholdings. Disposals following the cut-off date for producing evidence of shareholdings have no significance for the statutory right of the party that performs the disposal to participate and vote at the meeting. It should nevertheless be noted that, pursuant to § 405 Paragraph 3 Number 1 of the German Stock Corporation Act (AktG), it is not permissible to utilize the shares of another party, where the other party has not authorized representation, and without the other party's authorization to exercise rights at the Shareholders' General Meeting. Equally, the purchase of shares in the Company following the cut-off date for producing evidence of shareholdings results in no changes with respect to participation and voting rights. Parties that hold no shares as of the cut-off date for producing evidence of shareholdings, and do not become shareholders until after this date, are not entitled to participate and vote. IV. Procedure for the submission of votes by authorized voting officers at the Shareholders' General Meeting Shareholders who do not wish to participate personally in the Shareholders' General Meeting may allow their voting rights to be exercised by an authorized person (proxy), including a shareholder association or bank, other institutions or persons included in §135 of the German Stock Corporation Act, or another person of their choice, or by the voting right representatives nominated by the Company who is bound to follow shareholder instructions. In this instance, too, proper registration must be made by the relevant deadline, and proof of shareholdings is required pursuant to the above provisions. The issuing of the proxy authorization is possible both before and during the Shareholders' General Meeting. Notifications to the proxy and the Company are considered for this purpose. If neither the bank nor a shareholder association, or a person or institution equivalent to these in accordance with German stock corporation law provisions, is authorized, the issuing and revocation of the authorization, as well as its evidence to the Company, require textual form. If the issuing of the authorization or its revocation is made by notification to the Company, the notification can be addressed to the following address, fax number or e-mail address: Curanum AG Investor Relations ? HV 2012 Engelbertstrasse 23-25 81241 Munich Fax number: + 49 (0)5221 17242383 E-mail: ir@curanum.de Revocation can also be made by the shareholder's personal participation in the Shareholders' General Meeting. If the proxy authorization is issued through notification to the Company, additional evidence of the proxy authorization is not required. If the proxy authorization is issued to the proxy, the authorization is to be evidenced to the Company, to the extent that nothing else arises from § 135 of the German Stock Corporation Act (AktG). The evidence of the proxy authorization can be submitted to the address, fax number or e-mail address that is provided above for the issuing of authorizations. The evidence can also be rendered by way of the proxy showing the authorization to the entry control on the day of the Shareholders' General Meeting. In the instance where a bank, shareholder association, or another institution or person equivalent to these on the basis of German stock corporation provisions, there is no need for textual form either according to the bylaws or according to the express wording of the German Stock Corporation Act (AktG). The general requirement for textual form pursuant to § 134 Paragraph 3 Clause 3 of the German Stock Corporation Act (AktG) is not applicable to these recipients of authorizations, according to generally received opinion. The persons to be authorized as proxies may nevertheless demand a special form of the proxy authorization in these instances, since they must determine these verifiably pursuant to §135 Paragraph 1 Clause 2 of the German Stock Corporation Act (potentially in combination with §135 Paragraph 8 or §§135 Paragraph 10, 125 Paragraph 5 of the German Stock Corporation Act). We would kindly request that the individuals to be authorized be queried in each case concerning any particularities that may need to be complied with. If a shareholder wishes to authorize a bank or shareholder association or another institution or person equivalent to these as the result of German stock corporation law provisions, the shareholder should also previously enquire whether the bank, shareholder association, institution or person will be represented or present at the Curanum AG Shareholders' General Meeting. The granting of authorizations by shareholders and shareholder representatives present at the Shareholders' General Meeting to other parties present at the Shareholders' General Meeting is also possible. However, banks, shareholder associations or other institutions or persons equivalent to such parties as the result of stock corporation law provisions may only issue delegated powers of attorney to persons who are not their employees if the power of attorney permits, pursuant to § 135 Paragraph 5 Clause 1 of the German Stock Corporation Act (AktG) (potentially in combination with § 135 Paragraph 8 of the German Stock Corporation Act [AktG] or §§ 135 Paragraph 10, 125 Paragraph 5 of the German Stock Corporation Act [AktG]). A form that can be used to issue authorizations can be requested free of charge from the Company on telephone number +49 (0) 89 2420650 (weekdays between 09:00 hours and 17:00 hours), and can be downloaded from the Company's website at www.curanum.de within the "Investor Relations" area, via the links "English Version" and "Stockholders Meeting". An authorization form can also be found on the rear side of the entry card that is sent to persons who are properly registered for the Shareholders' General Meeting. There is no obligation to use the authorization/instruction forms provided by the Company for the Company's voting right representative. If a shareholder authorizes more than one person, the Company may reject one or several authorized persons. Before the Shareholders' General Meeting, we offer our shareholders the possibility of authorizing a voting right representative nominated by the Company, who is bound to follow shareholders' instructions: Ms. Caroline Lutz, Munich, an employee of the Company. Shareholders who wish to authorize the Company's nominated voting right representative require a Shareholders' General Meeting entry card for this purpose, and can download a voting representation form at www.curanum.de using the links "Investor Relations" / "English Version" und "Stockholders Meeting". The voting representation form can also be requested free of charge from the Company on telephone number +49 (0) 89 2420650 (weekdays between 09:00 hours and 17:00 hours). There is no obligation to use the authorization/instruction form provided by the Company for the Company's voting right representative. The order should be submitted as early as possible to the custodian bank in order to ensure that the entry card is received on time. The Company-nominated voting right representative (proxy) votes on individual agenda items on the basis of shareholder authorizations, in line with the instructions that the shareholders have issued. In exercising voting rights, the Company's voting right representative is not subject to any voting instructions on the part of Curanum AG. Where instructions are unclear, the Company-nominated voting right representative must abstain from the relevant agenda item. The Company-nominated voting right representative may not exercise voting rights on votes whose subject is unknown in advance of the Shareholders' General Meeting (for instance, points of order). In such instances, the Company voting right representative will either abstain or not participate in the voting. Corresponding regulations apply when voting concerning a countermotion where there are no express instructions. The Company voting right representative accepts no instructions relating to the lodging of appeals against Shareholders' General Meeting resolutions, relating to the exercise of the right to speak or submit questions, or to the submission of motions. The issuing of proxy authorization to the Company's voting right representative, and its revocation, require textual form. For organizational reasons, authorizations and instructions to the Company voting right representative must be submitted to the Company in textual form at the latest by Monday, May 14, 2012, 24:00 hours (Central European Summer Time), by post, fax or e-mail at the following address, fax number or e-mail address: Curanum AG Investor Relations ? HV 2012 Engelbertstrasse 23-25 81241 Munich Fax number: + 49 (0)5221 1724 2383 E-mail: ir@curanum.de Alternatively, authorizations and instructions may be passed to the voting right representative during the Shareholders' General Meeting. V. Shareholder rights Motions relating to the supplementing of the agenda pursuant to § 122 Paragraph 2 of the German Stock Corporation Act (AktG) Shareholders whose shares together amount to one twentieth of the share capital or a proportional share of the share capital of EUR500,000.00, may require that items be entered and announced on the agenda. Such requests must be submitted in writing (§126 of the German Civil Code [BGB]) to the Company's Management Board, and must be received by the Company at the latest by Sunday, April 15, 2012, 24:00 hours (Central European Summertime). The address is as follows: Curanum AG Vorstand ? HV 2012 Engelbertstrasse 23-25 81241 Munich Each new agenda item must be accompanied by a justification or draft proposal. Proposers must provide evidence that they have held the minimum shareholding for at least three months before the date on which their request reaches the Company, and that they remain in possession of the shares until their request is received by the Company. Shareholder motions and election proposals pursuant to §§ 126 Paragraph 1, 127 of the German Stock Corporation Act (AktG) Each shareholder is also entitled to submit motions or election proposals (relating only to agenda items) relating to agenda items as well as to the Shareholders' General Meeting rules of procedure, without there being any requirement to make an announcement, publication or other particular action before the Shareholders' General Meeting. The Company will make any shareholder motions and election proposals, including the shareholder's name, justification (which is not required for election proposals) and any opinion on the part of the administration available at www.curanum.de using the links "Investor Relations" / "English Version" and "Stockholders Meeting", if they are submitted to the Company at least 14 days before the meeting, in other words, by Tuesday, May 1, 2012, 24:00 hours (Central European Summer Time), by post or fax to the address, fax number or e-mail address shown below: Curanum AG Investor Relations ? HV 2012 Engelbertstrasse 23-25 81241 Munich Fax number: + 49 (0)5221 17242383 E-mail: ir@curanum.de The Company may refrain from publishing a countermotion and its justification, if one of the reasons pursuant to §126 Paragraph 2 Number 1 to 7 of the German Stock Corporation Act (AktG) applies. A justification for a countermotion does not need to be published if it amounts to a total of more than 5,000 characters. Apart from the instances where §126 Paragraph 2 of the German Stock Corporation Act (AktG) applies, the Management Board also does not need to publish shareholder election proposals if they do not contain information regarding the name, profession and residence of the proposed Supervisory Board members or auditors, respectively company and residence of the proposed auditing company, or information regarding membership of the proposed supervisory board members in other supervisory boards requiring statutory formation in the meaning of §125 Paragraph 1 Clause 5 of the German Stock Corporation Act (AktG). Shareholder right to information pursuant to § 131 Paragraph 1 of the German Stock Corporation Act (AktG) Pursuant to §131 Paragraph 1 of the German Stock Corporation Act (AktG), the Management Board must provide, on request, each shareholder with information during the Shareholders' General Meeting concerning Company matters, to the extent that they are required in order to make an objective assessment of items on the agenda. This obligation to provide information also comprises the Company's legal and business relationships to an associated company, as well as the position of the Group and companies included in the consolidated financial statements, also under the condition that the information is required for the objective assessment of agenda items. The Management Board may refrain from responding to individual queries for reasons specified in § 131 Paragraph 3 of the German Stock Corporation Act (AktG). Pursuant to §18 Paragraph 3 Clause 3 of the Company bylaws, the chairperson of the Shareholders' General Meeting is entitled to impose time limits on the shareholders with respect to their right to speak and pose questions; in particular, he or she shall be entitled, either at the beginning of the Shareholders' General Meeting or during the meeting, to impose an appropriate timeframe for the total duration of the meeting, for comments on individual points of the agenda as well as for speeches or questions made by individual speakers. VI. Publications on the Company website pursuant to §124a of the German Stock Corporation Act (AktG) Publications pursuant to §124a of the German Stock Corporation Act (AktG) concerning shareholders' general meetings can be found on the Company's website at HYPERLINK "http://www.baslerweb.com" www.curanum.de using the links "Investor Relations" / "English Version" and "Stockholders Meeting". VII. Announcement date The Ordinary Shareholders' General Meeting on May 16, 2012 will be announced by publication of the above agenda in the electronic Federal Gazette (Bundesanzeiger) on April 2, 2012. VIII. Total number of shares and voting rights at the time when the Shareholders' General Meeting is convened At the time of the convening of the Shareholders' General Meeting on April 2, 2012, the Company's share capital is divided into 39,192,000 ordinary bearer shares, each of which grants one vote. The 405,102 treasury shares that the Company holds at the time of the convening of the Shareholders' General Meeting on April 2, 2012 are not entitled to voting rights, however, as a consequence of which the total number of voting rights at the time of the convening of this Shareholders' General Meeting amounted to 38,786,898. Munich, April 2, 2012 Curanum AG The Management Board Walther Wever Judith Barth Further inquiry note: Herr Martin Brand Assistent PR/IR Tel: 089/ 24 20 65-70 E-Mail: martin.brand@curanum.de end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: CURANUM AG Engelbertstraße 23-25 D-81241 München phone: +49 (0)89 242065 60 FAX: +49 (0) 89 242065 10 mail: info@curanum.de WWW: http://www.curanum.de sector: Healthcare Providers ISIN: DE0005240709 indexes: CDAX, Classic All Share, Prime All Share stockmarkets: free trade: Berlin, Hamburg, Düsseldorf, Stuttgart, regulated dealing: München, regulated dealing/prime standard: Frankfurt language: English
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