EANS-General Meeting: HeidelbergCement AG
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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HeidelbergCement AG
Heidelberg
ISIN DE0006047004 / WKN 604700
Invitation to the Annual General Meeting
We hereby invite our shareholders to attend the Annual General Meeting on
Thursday, 3 May 2012, at 10.00 a.m. in the Heidelberg Convention Centre
("Kongresshaus Stadthalle Heidelberg") at Neckarstaden 24, 69117 Heidelberg,
Germany (Please note that the venue of the Annual General Meeting has changed
compared with the previous year).
Agenda
1. Submission of the adopted annual accounts, the approved Group annual
accounts, as well as the combined report to the shareholders for
HeidelbergCement AG and the Group, the explanatory report on the statements
according to sec. 289(4) and (5), sec. 315(4) German Commercial Code for the
2011 financial year, and the report of the Supervisory Board
The above documents and the Managing Board´s proposal for the appropriation of
the profit may be viewed on the Internet at www.heidelbergcement.com on the
Investor Relations/Annual General Meeting page. The documents will also be made
available and will be explained during the Annual General Meeting. In accordance
with the statutory provisions, no resolution will be passed on agenda item 1,
since the Supervisory Board has already approved the annual accounts and Group
annual accounts and the annual accounts have thereby been adopted.
2. Resolution on the appropriation of the balance sheet profit
The balance sheet profit for the 2011 financial year of HeidelbergCement AG
amounts to EUR70,175,043.49. The Managing Board and Supervisory Board propose:
a) that a dividend in the amount of EUR0.35 be paid out of the balance
sheet profit for each share carrying dividend rights. If this proposal is
accepted, dividends in the total amount of EUR65,625,000 would be paid for the
187,500,000 no-par value shares carrying dividend rights for the 2011 financial
year; and
b) that the remaining balance sheet profit in the amount of EUR4,550,043.49
be carried forward.
The dividends are payable on 4 May 2012.
3. Resolution on the approval of the Managing Board's actions for the 2011
financial year
The Managing Board and Supervisory Board propose that the actions of the members
of the Managing Board for the 2011 financial year be approved.
It is intended that the Annual General Meeting will resolve on the approval of
the actions of the members of the Managing Board by way of separate votes.
4. Resolution on the approval of the Supervisory Board's actions for the
2011 financial year
The Managing Board and Supervisory Board propose that the actions of the members
of the Supervisory Board for the 2011 financial year be approved.
It is intended that the Annual General Meeting will resolve on the approval of
the actions of the members of the Supervisory Board by way of separate votes.
5. Resolution on the appointment of the auditor for the 2012 financial year
The Supervisory Board proposes, based on the recommendation of its audit
committee, that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart,
Germany, be appointed as the auditor of the annual accounts and the Group annual
accounts for the 2012 financial year as well as to review the abbreviated
accounts and the interim management report for the first six months of the 2012
financial year, insofar as these are subject to a review by an auditor.
6. Resolution on an amendment to Article 5(1) of the Articles of
Association to exclude the shareholders´ right to certification of their shares
To avoid reprinting the expiring dividend and renewal coupons and
incurring the associated costs, the Company intends to declare the effective
share certificates still in circulation made out in the name of "Heidelberger
Zement Aktiengesellschaft" with a nominal amount of DM 5 per share and all
associated dividend and renewal coupons as invalid and to certify shareholders´
membership rights exclusively by means of global share certificates in the
future. For this purpose, Article 5(1) of the Company´s Articles of Association
will be amended accordingly.
The Managing Board and Supervisory Board propose that the following resolution
be adopted:
Article 5(1) of the Articles of Association will have the following wording:
"(1) Shareholders shall not have a right to certification of their shares,
provided that this is legally permissible and unless certification is required
under the rules of a stock exchange where the share is admitted."
To prepare our shareholders for the Annual General Meeting, they will be
informed that, at present, around 15,000 effectively certified shares -
representing less than 0.01% of the share capital - are in circulation and that
Article 5(1) of the Articles of Association currently reads as follows:
"(1) The Company has the right to issue share certificates embodying several
shares (global share certificates). Shareholders shall not have a right to
certification of individual shares."
Requirements for attending the Annual General Meeting and exercising voting
rights (with record date pursuant to sec. 123(3) sentence 3 German Stock
Corporation Act and its meaning)
In accordance with Article 16(1) of the Company´s Articles of Association,
shareholders must have registered for the Annual General Meeting and have
provided the Company with proof of their shareholding as of the start of the
21st day before the Annual General Meeting, i.e. as of 12 April 2012, 0000 hrs
(so-called record date), in order to attend and exercise their voting rights at
the Annual General Meeting. The proof must be provided in the form of a
certificate of shareholding issued in text form by the depositary institution.
The registration and proof of shareholding must reach the Company six days prior
to the date of the Annual General Meeting at the latest, i.e. by 26 April 2012,
2400 hrs at the following address:
HeidelbergCement AG
c/o Commerzbank AG
GS-MO 4.1.1 General Meetings
60261 Frankfurt am Main, Germany
Telefax +49 (0) 69/136 26351
E-mail: hv-eintrittskarten@commerzbank.com
For shares, which on the relevant date are not held in a deposit facility
administered at a credit institution, the above-described certificate of proof
of the shareholding may also be issued by the Company, a notary, a securities
depository bank, a credit institution within the European Union or one of the
Company´s locations at its stock exchange centres in Germany and abroad.
The Company shall be entitled to request appropriate further proof in the event
of any doubt concerning the accuracy or authenticity of the proof.
In relation to the Company, only those persons who have furnished such proof
shall be considered shareholders for the purpose of attending the Annual General
Meeting or exercising the voting rights. The right to attend and the extent of
the voting rights shall be determined solely in accordance with the proof of
shareholding of the shareholder as at the record date. Upon registration for the
Annual General Meeting, the shares will not be blocked from trading; for this
reason shareholders can continue to freely dispose of their shares, also
starting from the record date and even after having registered for the Annual
General Meeting. Also in the case of the full or partial sale of the
shareholding after the record date, only the shareholding of the shareholder as
at the record date shall be decisive for the attendance and the extent of the
voting rights; i.e. sales of shares after the record date do not have any affect
on the right to attend or on the extent of the voting rights. The same shall
apply to purchases and additional purchases of shares after the record date.
Persons who do not own any shares as at the record date and only become
shareholders afterward, shall not be entitled to attend and vote. The record
date shall not have any relevance for the entitlement to dividends.
After the Company has received the registration and the proof of their
shareholding at the above-mentioned address, the shareholders will be sent
admission tickets for the Annual General Meeting. In order to ensure that the
admission tickets are received on time, we ask the shareholders to send the
registration and proof of their shareholding to the Company sufficiently in
advance. No further action is required of shareholders who have requested, in a
timely manner, from their depositary institution an admission ticket for
attending the Annual General Meeting. In such cases, the depositary institution
will handle the registration and proof of shareholding.
Voting by proxies
Shareholders may also appoint a proxy, such as a credit institution or
shareholders' association, to vote on their behalf in the Annual General
Meeting. In this case, too, shareholders, proxies, credit institutions or
shareholders' associations must notify the Company by the stated date of their
intention to attend the Annual General Meeting and must provide proof of
shareholding. If the shareholder authorises more than one person, the Company
can reject one or several of these persons.
If the proxy authorisation is not granted to a credit institution, a
shareholders' association or another person or institution legally equated with
these pursuant to the regulations of the German Stock Corporation Act, the
granting of the power of attorney, its revocation and the proof of authorisation
vis-à-vis the Company must be in writing in order to be valid. For granting
power of attorney, shareholders may use the power-of-attorney form which is
printed on the admission ticket and which is available on the Internet at
www.heidelbergcement.com on the Investor Relations/Annual General Meeting page.
However, it is also possible to issue a separate power of attorney in writing.
The granting of the power of attorney, its revocation and the proof of
authorisation must be sent to us at our address: HeidelbergCement AG, Abt. GL,
Berliner Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-13
705 or via e-mail to the e-mail address: agm@heidelbergcement.com. For this
purpose, on the day of the Annual General Meeting, the entrance and exit control
to the meeting in the Heidelberg Convention Centre ("Kongresshaus Stadthalle
Heidelberg") at Neckarstaden 24, 69117 Heidelberg, will also be available from
9:00 a.m.
Credit institutions, shareholders' associations and persons equivalent to them
pursuant to sec. 135(8) and (10) German Stock Corporation Act, that offer proxy
voting services to shareholders as part of their regular business activities,
may set forth deviating conditions with respect to the process of their own
authorisation. Shareholders are asked to agree with these persons or
institutions on the form of such authorisation in advance.
Employees of the Company may also serve as proxies. The following applies to the
proxies nominated by the Company: The Company additionally offers its
shareholders the option of being represented at the Annual General Meeting in
accordance with their instructions by proxies nominated by the Company. A
power-of-attorney and instruction form to authorise an employee of the Company
as a proxy is printed on the admission ticket and is available on the Internet
at www.heidelbergcement.com on the Investor Relations/Annual General Meeting
page. If employees of the Company are granted authorisation to act as proxies,
instructions for exercising the voting right must be issued in each case. The
employees of the Company are obliged to vote in accordance with the
instructions. Please note that proxies of the Company will not accept
instructions to speak, lodge appeals against Annual General Meeting resolutions,
ask questions or propose motions and that the proxies are available only for
voting on proposed resolutions presented together with the invitation or
later-announced proposals by the Managing Board and/or Supervisory Board
pursuant to sec. 124 (3) German Stock Corporation Act or by shareholders
pursuant to sec. 124 (1) German Stock Corporation Act, or those made available
in accordance with sections 126, 127 German Stock Corporation Act. Powers of
attorney for the proxies giving explicit instructions, and using the forms
designated for this purpose, must be received by the Company, at the latest, on
30 April 2012, 2400 hrs at our address: HeidelbergCement AG, Abt. GL, Berliner
Strasse 6, 69120 Heidelberg, Germany, or by fax: + 49 (0) 6221-481-13 705 or by
the end of the general debate in the Annual General Meeting by e-mail to the
e-mail address: agm@heidelbergcement.com. Powers of attorney and instructions
that are given to the proxies of the Company can be amended or revoked, at the
latest, by 30 April 2012, 2400 hrs in writing or by fax to the above-described
address/fax number or by the end of the general debate in the Annual General
Meeting by e-mail to the above-described e-mail address. In all cases, the date
of receipt by the Company shall be decisive.
On the day of the Annual General Meeting, powers of attorney and instructions to
the proxies of the Company can also be given, amended or revoked from 9:00 a.m.
at the entrance and exit control to the meeting in the Heidelberg Convention
Centre ("Kongresshaus Stadthalle Heidelberg") at Neckarstaden 24, 69117
Heidelberg,
Absentee voting process
Shareholders not wanting to attend the Annual General Meeting personally and not
wanting to appoint a proxy to vote on their behalf shall be entitled to cast
their votes in writing, by fax or by e-mail by way of absentee voting, provided
they have registered in time. This can be done using the form printed on the
admission ticket or a corresponding form which is available online at
www.heidelbergcement.com under Investor Relations/Annual General Meeting.
Shareholders should please note that absentee voting is only possible for
proposed resolutions presented together with the invitation or later-announced
proposals by the Managing Board and/or Supervisory Board pursuant to sec. 124
(3) German Stock Corporation Act or by shareholders pursuant to sec. 124 (1)
German Stock Corporation Act, or those made available pursuant to sections 126,
127 German Stock Corporation Act.
The votes cast by way of absentee voting, and using the forms designated for
this purpose, must be received by the Company, at the latest, on 30 April 2012,
2400 hrs at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120
Heidelberg, Germany, or by fax: + 49 (0) 6221-481-13 705 or received by e-mail
by the end of the general debate in the Annual General Meeting under
agm@heidelbergcement.com. The votes cast by way of absentee voting may be
changed or rescinded in writing or by fax to the above address or fax number
until 30 April 2012, 2400 hrs at the latest, or until the end of the general
debate in the Annual General Meeting by e-mail to the above e-mail address. In
all cases, the date of receipt by the Company shall be decisive.
Even after submission of an absentee ballot, shareholders retain the right to
take part in the meeting personally or by proxy, in which case the absentee
ballot is automatically deemed to be rescinded.
If an absentee ballot is received along with proxy voting authorisations and
instructions to the proxies of the Company via the same channel, the submitted
absentee ballot is deemed rescinded and the proxy voting authorisations with
instructions to the proxies of the Company treated as definitive. If an absentee
ballot and/or proxy voting authorisations with instructions to the proxies of
the Company are received via different channels, the last received is treated as
definitive. If no determination can be made as to which of the above is
definitive, absentee votes and/or proxy voting authorisations with instructions
to the proxies of the Company received in writing shall take precedence over any
received by fax or e-mail; absentee votes and/or proxy voting authorisations
with instructions to the proxies of the Company received by fax shall take
precedence over any received via e-mail.
Shareholders submitting absentee ballots are unable to exercise their other
participatory rights as shareholders, such as the right to submit questions or
request explanations.
Credit institutions, shareholders' associations and persons equivalent to them
pursuant to sec. 135(8) and (10) German Stock Corporation Act, that offer proxy
voting services to shareholders as part of their regular business activities may
also make use of absentee voting.
Rights of the shareholders pursuant to sec. 122(2), sec. 126(1), sections 127,
131(1) German Stock Corporation Act
Motions and election proposals of shareholders pursuant to sections 126(1), 127
German Stock Corporation Act
In accordance with sec. 126 German Stock Corporation Act, all motions by
shareholders regarding agenda items, including the reasons in support thereof,
or proposals by shareholders for the election of Supervisory Board members or
auditors in accordance with sec. 127 German Stock Corporation Act, received by
us at our address: HeidelbergCement AG, Abt. GL, Berliner Strasse 6, 69120
Heidelberg, Germany, or faxed to us at +49 (0) 6221 481-13 705 at least 14 days
before the Annual General Meeting, whereby the day of receipt shall not be
counted, i.e. by 2400 hrs on 18 April 2012, and required to be disclosed will be
published without undue delay after receipt at www.heidelbergcement.com on the
Investor Relations/Annual General Meeting page. Any responses from the
management will likewise be published at the aforementioned Internet address.
Further details as to the requirements for exercise of the rights and their
limits are to be found there under the heading "Information pursuant to sec.
121(3), sentence 3 no. 3 German Stock Corporation Act regarding shareholders´
rights".
Amendment to the agenda pursuant to sec. 122(2) German Stock Corporation Act
Under sec. 122(2) German Stock Corporation Act shareholders whose shares
together make up a part of the share capital equal to EUR 500,000 - i.e. 166,667
shares - can request that items be added to the agenda and announced. Each new
item must be accompanied by grounds or a proposal. The request is to be sent in
writing to the Managing Board of the Company must reach the Company no later
than 30 days before the meeting, not counting the date of delivery. The last
possible date for delivery is therefore 2 April 2012, 2400 hrs. Please send any
such requests to the following address: HeidelbergCement AG, Vorstand, Berliner
Strasse 6, 69120 Heidelberg, Germany. Further details as to the requirements for
exercise of said right and its limits are to be found at
www.heidelbergcement.com on the page entitled "Investor Relations/Annual General
Meeting under the heading "Information pursuant to sec. 121(3), sentence 3, no.
3 German Stock Corporation Act regarding shareholders´ rights".
Shareholders´ rights to information pursuant to sec. 131(1) German Stock
Corporation Act
To the extent that such information is necessary to permit a proper evaluation
of the relevant item on the agenda, each shareholder shall, pursuant to sec.
131(1) German Stock Corporation Act, upon request be provided with information
at the Annual General Meeting by the Managing Board regarding the Company´s
affairs, including legal and business relations with affiliated companies and
the situation of the Group and the companies that are included in the Group
annual accounts. Requests for information at the Annual General Meeting are as a
general principle to be made verbally during the general debate.
The information provided shall comply with the principles of proper and genuine
accountability. The Managing Board may refuse to provide information if the
conditions set forth in sec. 131(3) German Stock Corporation Act are met.
Under Article 18(2), sentence 3 of the Articles of Association, the chair of the
meeting may restrict as he sees fit the time allotted to participants to speak,
to ask questions, or for both together, either for the entire duration of the
Annual General Meeting, for individual items on the agenda, or for individual
speakers, either at the beginning of or during the course of the Annual General
Meeting, and, if necessary to ensure the due and proper conduct of the meeting,
order the end of the debate.
Further details as to the requirements for exercise of the right and its limits
are to be found at www.heidelbergcement.com on the page entitled "Investor
Relations/Annual General Meeting under the heading "Information pursuant to sec.
121(3), sentence 3, no. 3 German Stock Corporation Act regarding shareholders´
rights".
Information on the Company´s website
The announcements and explanations specified in sec. 124a German Stock
Corporation Act are to be found at www.heidelbergcement.com on the page headed
Investor Relati-ons/Annual General Meeting
Notice of the aggregate number of shares and voting rights
At the time of the convening of the Annual General Meeting, 187,500,000 no-par
value shares of the total of 187,500,000 no-par value shares issued entitle to
attend and vote. Each share entitled to attend shall carry one vote at the
Annual General Meeting. The Company does not hold any treasury shares. There are
no different classes of shares.
Heidelberg, March 2012
HeidelbergCement AG
The Managing Board
Further inquiry note:
Andreas Schaller
Telefon: +49 (0) 6221/481-13 227
E-Mail: andreas.schaller@heidelbergcement.com
end of announcement euro adhoc
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issuer: HeidelbergCement AG
Berliner Straße 6
D-69120 Heidelberg
phone: +49(0)6221/481-13 227
FAX: +49(0)6221/481-13 217
mail: info@heidelbergcement.com
WWW: http://www.heidelbergcement.com
sector: Construction & Property
ISIN: DE0006047004
indexes: DAX, CDAX, Classic All Share, HDAX, Prime All Share
stockmarkets: free trade: Hannover, Berlin, Hamburg, regulated dealing: München,
Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt
language: English
Original content of: Heidelberg Materials AG, transmitted by news aktuell