Invitation ISIN DE0005550602 and ISIN DE0005550636 ......1. Presentation of the single entity...
Transcript of Invitation ISIN DE0005550602 and ISIN DE0005550636 ......1. Presentation of the single entity...
Invitation
to the annual shareholders’ meeting
ISIN DE0005550602 and ISIN DE0005550636
Drägerwerk AG & Co. KGaA
Lübeck
We would like to invite our shareholders to the
annual shareholders’ meeting
at the Lübeck Musik- und Kongresshalle, Willy-Brandt-Allee 10, 23554 Lübeck, Ger-
many, on Friday, May 4, 2018, at 10:00 a.m.
I. Agenda 1. Presentation of the single entity financial statements of Drägerwerk AG &
Co. KGaA as of December 31, 2017, as approved by the Supervisory Board; the consolidated financial statements as of December 31, 2017, as approved by the Supervisory Board; the combined management report of Drägerwerk AG & Co. KGaA and the Group; the voluntary report of the general partner on the disclosures pursuant to Secs. 289a (1) and 315a (1) HGB (Handelsgesetzbuch: German Commercial Code), the report of the Supervisory Board and the report of the Joint Committee; resolution on the approval of the single entity financial statements of Drägerwerk AG & Co. KGaA as of December 31, 2017.
The general partner and the Supervisory Board propose the approval of the
single entity financial statements of Drägerwerk AG & Co. KGaA as of Decem-
ber 31, 2017, which show net earnings of EUR 543,877,686.32, in their current
form.
The documents presented for point 1 of the agenda are available on the Com-
pany website at www.draeger.com/asm from the date of the convocation of the
annual shareholders’ meeting. This also applies to the general partner’s pro-
posal concerning the appropriation of net earnings. The documents are also
available for perusal at the annual shareholders’ meeting on May 4, 2018 and
will be verbally explained.
With the exception of the resolution on the approval of the single entity financial
statements pursuant to Sec. 286 (1) Sentence 1 AktG (Aktiengesetz: German
Stock Corporation Act), no other resolution of the annual shareholders’ meeting
is intended under point 1 on the agenda. The Supervisory Board has approved
the group financial statements pursuant to Sec. 171 AktG. There are no condi-
tions pursuant to Sec. 173 (1) AktG under which the annual shareholders’
meeting would have to pass a resolution on the approval of the Group financial
statements. A resolution on the appropriation of net earnings is part of point 2
on the agenda.
2. Resolution on the appropriation of net earnings of Drägerwerk AG & Co. KGaA
Net earnings for fiscal year 2017 amount to EUR 543,877,686.32.
The general partner and the Supervisory Board propose the following appro-
priation of net earnings:
Dividend distribution of
EUR 0.46 per preferred share eligible for a dividend
– total EUR 3,496,000.00
EUR 0.40 per common share eligible for a dividend
– total EUR 4,064,000.00
The remaining amount of EUR 536,317,686.32 is carried forward to new ac-
count.
The above proposal regarding the distribution of net earnings is based on capi-
tal stock divided into 7,600,000 preferred shares eligible for a dividend (ISIN
DE0005550636) and 10,160,000 common shares eligible for a dividend (ISIN
DE0005550602).
The dividend is payable on May 9, 2018.
3. Resolution on the approval of the actions of the general partner in fiscal year 2017
The general partner and the Supervisory Board propose the approval of the ac-
tions of the general partner in fiscal year 2017. 4. Resolution on the approval of the actions of the Supervisory Board in fis-
cal year 2017
The general partner and the Supervisory Board propose the approval of the ac-
tions of the Supervisory Board members in fiscal year 2017.
5. Supervisory Board elections
The term of office for all shareholder representatives on the Supervisory Board
ends as scheduled at the closure of the annual shareholders’ meeting on
May 4, 2018, meaning that new elections must be held.
According to Secs. 96 (1), first scenario, 101 (1) AktG, Secs. 1 (1), 5 (1), 7 (1)
Sentence 1 No. 1 MitbestG (Mitbestimmungsgesetz; German Co-determination
Act) and Sec. 17 (1) of the articles of association, the Supervisory Board con-
sists of twelve members, namely six Supervisory Board members of the share-
holders, who are elected according to the provisions of the AktG by the share-
holders’ meeting, and six Supervisory Board members of the employees, who
are elected according to the provisions of the MitbestG. According to Sec. 96
(2) Sentence 1 AktG, the Supervisory Board also consists of at least 30 percent
women and at least 30 percent men (minimum proportion requirement). Both
the shareholder and the employee representative side, in each case by means
of a resolution passed by a majority, have objected to overall compliance, so
that the minimum proportion requirement has to be met separately by the
shareholder side and the employee side according to Sec. 96 (2) Sentence 3
AktG. This means the Supervisory Board must have at least two women and at
least two men on the shareholder and employee sides respectively in order to
comply with the minimum proportion requirement.
The Supervisory Board members of the employees were elected on March 14,
2018 according to the provisions of the MitbestG, effective at the end of the
shareholders’ meeting held on May 4, 2018.
The following proposed candidates were recommended by the Supervisory
Board’s Nomination Committee and take into account the targets set by the Su-
pervisory Board for its composition as well as the competency profile contained
therein for the governing body as a whole.
The Supervisory Board proposes electing the following persons to the Supervi-
sory Board as shareholder representatives effective from the closing of the
shareholders’ meeting on May 4, 2018 for a term of office until the end of the
shareholders’ meeting that decides on the resolution on the approval of actions
for fiscal year 2022:
5.1. Maria Dietz, Stuttgart
Member of the Management Board and shareholder of GFT Technologies
SE, Stuttgart
5.2. Professor Dr. Thorsten Grenz, Strande
Managing Partner of KIMBRIA Gesellschaft für Beteiligung und Beratung
mbH, Berlin
5.3. Astrid Hamker, Georgsmarienhütte
Advisory Board member and shareholder of Piepenbrock Unternehmens-
gruppe GmbH & Co. KG, Osnabrück and freelance consultant for family
companies through KOMPASS-Beratung, Osnabrück
5.4. Stefan Lauer, Cologne
Former member of the Executive Board of Deutsche Lufthansa AG, Frank-
furt am Main
5.5. Uwe Lüders, Lübeck
Former CEO of L. Possehl & Co. mbH, Lübeck
5.6. Dr. Reinhard Zinkann, Gütersloh
Managing Partner of Miele & Cie. KG, Gütersloh
The intention is to hold the Supervisory Board elections as individual elections.
In the event of his election to the Supervisory Board, Stefan Lauer shall be pro-
posed as a candidate for Chairman of the Supervisory Board.
Of the candidates for election to the Supervisory Board, Professor Dr. Thorsten
Grenz is qualified as a financial expert according to Sec. 100 (5) AktG, among
other things due to his former activities as CFO at mobilcom AG and Hero AG.
Additional information about the candidates proposed for election to the Super-
visory Board is provided in section II. below.
6. Selection of the auditor for the single entity and Group financial state-ments 2018 and the auditor for the half-yearly financial report and quarter-ly reports (in the case of an interim audit)
The Supervisory Board proposes, in line with the recommendations of the Audit
Committee, the appointment of PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft, Hamburg, Germany, as the auditor of the sin-
gle entity and Group financial statements for fiscal year 2018 as well as the au-
ditor of the condensed financial statements and the half-yearly financial report
and any additional financial information over the course of the year as defined
by Sec. 115 (7) WpHG (Wertpapierhandelsgesetz; German Securities Trading
Act) for the fiscal years 2018 and 2019, should it be decided to carry out such
interim audits, and if these are prepared prior to the annual shareholders’ meet-
ing in fiscal year 2019.
II. Additional information about the Supervisory Board candidates proposed under agenda item 5
1. CVs of the candidates and information according to Sec. 125 (1) Sen-tence 5 AktG
1.1 Maria Dietz
Personal data: Date and place of birth: March 2, 1962, Villingen-Schwenningen
Place of residence: Stuttgart
Occupation: Member of the Administrative Board and shareholder of GFT
Technologies SE, Stuttgart Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: Not a member to date
Career: 1985 -1988: Marketing and Export Specialist, GAS Gesellschaft
für Antriebs- und Steuerungstechnik, St. Georgen
1988 - 1989: Marketing Consultant, Atlantic Consultants GmbH,
Munich
1989 - 1990: Marketing Manager, Wesser Informatik GmbH,
Stuttgart
1990 - 1998: Shareholder and Commercial Manager, GFT
GmbH, St. Georgen
1998 - 2004: Head of Human Resources and Marketing, GFT
Technologies AG, St. Georgen
2004 - 2010: Head of Law and Group Audit, GFT Technologies
AG, Stuttgart
2010 - 2015: Global Head of Purchasing, GFT Technologies AG,
Stuttgart
Since 2015: Member of the Administrative Board of GFT Tech-
nologies SE
Education: 1982 – 1985: General business administration course of studies
specializing in industry at DHBW (Duale
Hochschule Baden-Württemberg, formerly: voca-
tional academy) Villingen-Schwenningen, focus on
finance and accounting as well as international
marketing
Membership in other statutory supervisory boards: GFT Technologies SE (member of the Administrative Board)
Membership in comparable boards of domestic or foreign companies: None
Other key activities aside from the Supervisory Board mandate: Extended management board of the Bitkom technical committee “Women in
ITC”
Member of the FinTechRat of the Federal Ministry of Finance
Lay judge at Stuttgart District Court
Member of the jury “Jugend gründet”
1.2. Professor Dr. Thorsten Grenz
Personal data: Date and place of birth: July 28, 1958, Kiel
Place of residence: Strande
Occupation:
Managing Partner of KIMBRIA Gesellschaft für Beteiligung
und Beratung mbH, Berlin
Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: May 9, 2008
Membership in Supervisory Board committees of Drägerwerk AG & Co. KGaA: Audit Committee (Chairman) Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2008
Career: 1984 – 1986 Research Assistant at the Institute for Business
Administration, Kiel University
1986 – 1992 Consultant at McKinsey & Company, Inc., Frankfurt,
Paris and Vienna
1992 – 1997 Director Group Controlling at Hapag Lloyd AG,
Hamburg
1997 – 2000 Finance Director at Hapag-Lloyd Container-Linie
GmbH, Hamburg
2000 – 2002 Chief Financial Officer at mobilcom AG, Büdelsdorf
2002 – 2005 Chief Executive Officer at mobilcom AG, Büdelsdorf
2006 Chief Financial Officer at Hero AG, Lenzburg, Swit-
zerland
2007 – 2008 Operating Partner at 3i plc., Frankfurt/London
2008 – 2012 Chief Executive Officer at Veolia Umweltservice
GmbH, Hamburg
Education:
Business studies graduate, Kiel University
Dr. sc. pol., Kiel University
Membership in other statutory supervisory boards: Gpredictive GmbH, Hamburg
Drägerwerk Verwaltungs AG, Lübeck
Dräger Safety AG & Co. KGaA, Lübeck
Dräger Safety Verwaltungs AG, Lübeck
Membership in comparable boards of domestic or foreign companies: None
Other key activities aside from the Supervisory Board mandate: President Financial Experts Association e.V.
Honorary Professor at the Faculty of Business, Economics and Social Science,
Kiel University
1.3. Astrid Hamker Personal data: Date and place of birth: August 24, 1966, Osnabrück
Place of residence: Georgsmarienhütte
Occupation: - Advisory Board member and shareholder of Piepenbrock Unternehmens-
gruppe GmbH & Co. KG, Osnabrück
- Freelance consultant for family companies through KOMPASS-Beratung,
Osnabrück
Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: Not a member to date
Career: 1993 – 1995 Assistant to the CEO of the Felix Schoeller Group,
Osnabrück
1995 – 1997 Manager of Marketing and Business Development,
Piepenbrock Service GmbH & Co. KG, Osnabrück
1998 – 2011 Managing Partner of the Piepenbrock Group (Mar-
keting, Corporate Communications, Human Re-
sources)
Since 2011 KOMPASS-Beratung, freelance consultant for
family companies, Osnabrück
2011 – 2015 Member of the Supervisory Board of dorma + kaba
Holding GmbH & Co. KGaA, Ennepetal
2012 – 2016 Mentor at Bernotat & Cie. GmbH, The Mentoring
Company, Hamburg
2012 – 2016 Member of the Advisory Board, Köttermann Sys-
temlabor GmbH & Co. KG, Uetze
Education: Business administration course of studies at University of St. Gallen, Switzer-
land
Diploma: licentiata oeconomiae HSG
Membership in other statutory supervisory boards: None
Membership in comparable boards of domestic or foreign companies: Seier Gruppe GmbH, Dorum (Chairperson of the Advisory Board)
Piepenbrock Unternehmensgruppe GmbH & Co. KG, Osnabrück (member of
the Advisory Board)
Augustin Entsorgung GmbH, Meppen (member of the Advisory Board)
Other key activities aside from the Supervisory Board mandate: None
1.4. Stefan Lauer Personal data: Date and place of birth: March 24, 1955, Melsungen
Place of residence: Cologne
Occupation: Former member of the Executive Board of Deutsche Lufthansa AG,
Frankfurt am Main
Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: May 3, 2013
Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2013
Career: 1983 – 1986 Personal Consultant of the Department Head for
Personnel, Organization and Law at the municipal
authority, city of Frankfurt
1986 – 1988 Personal Consultant and Office Manager for the
Lord Mayor, city of Frankfurt
1989 Special Representative of Wirtschaftsförderung
Frankfurt GmbH
1990 Department Manager, Management Support,
Deutsche Lufthansa AG, Cologne
1991 – 1994 Head of the Central Office of the CEO, Deutsche
Lufthansa AG, Cologne
1994 – 1997 Head of Strategic Corporate and Organization De-
velopment, Deutsche Lufthansa AG, Cologne
1997 – 1999 Director of Marketing and Sales, Lufthansa Cargo
AG, Frankfurt/Main
May – July 2000 Deputy Member of the Executive Board, Deutsche
Lufthansa AG
Aug 2000 – June 2003 Director of Personnel, Deutsche Lufthansa AG
July 2003 – May 2009 Director of Aviation Services and Personnel,
Deutsche Lufthansa AG
June 2009 – June 2013 Director of Associated Airlines and Group HR Poli-
cy, Deutsche Lufthansa AG
Education: Law course of studies in Würzburg and Frankfurt with subsequent
internship. Diploma: 1st and 2nd state examination
Membership in other statutory supervisory boards: Lufthansa Cargo AG, Frankfurt am Main
People at Work Systems AG, Munich
Drägerwerk Verwaltungs AG, Lübeck
Dräger Safety AG & Co. KGaA, Lübeck
Membership in comparable boards of domestic or foreign companies: None
Other key activities aside from the Supervisory Board mandate: None
1.5. Uwe Lüders
Personal data: Date and place of birth: July 28, 1952 in Hamelin
Place of residence: Lübeck
Occupation: Former CEO of L. Possehl & Co. mbH,
Lübeck
Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: May 9, 2008
Membership in Supervisory Board committees of Drägerwerk AG & Co. KGaA: Nomination Committee Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2008
Career: 1979 – 1983 Consultant at McKinsey & Company, Munich
1983 – 2000 Various positions at GEA-AG, Bochum:
1983 – 1989 Sales and Export Manager, GEA-Klimatechnik
1989 – 1992 Sole Director, GEA-Pollrich, Mönchengladbach
1992 – 1995 CEO of GEA-Grasso, the Netherlands
1995 – 2000 Member of the Executive Board at GEA-AG, Bo-
chum
2000 – 2003 CEO of Buderus AG, Wetzlar
2004 – 2017 Chairman of the Executive Board of
L. Possehl & Co. mbH, Lübeck
Education: Graduate Economist
Membership in other statutory supervisory boards: Lübecker Hafen-Gesellschaft mbH (LHG), Lübeck (Chairperson)
Drägerwerk Verwaltungs AG
Dräger Safety AG & Co. KGaA
Membership in comparable boards of domestic or foreign companies: None
Other key activities aside from the Supervisory Board mandate: None
1.6. Dr. Reinhard Zinkann
Personal data: Date and place of birth: September 1, 1959 in Gütersloh
Place of residence: Gütersloh
Occupation: Managing Partner of Miele & Cie. KG, Gütersloh
Member of the Supervisory Board of Drägerwerk AG & Co. KGaA since: May 9, 2008
Membership in Supervisory Board committees of Drägerwerk AG & Co. KGaA: Nomination Committee Member of the Joint Committee of Drägerwerk AG & Co. KGaA since: 2008
Career: 1988 Trainee at BMW AG, Munich; early termination of
the program and transfer to Sales Germany
1990 Authorized agent, BMW AG, Munich
1992 Move to the Miele Group
1994 – 1999 CEO of Imperial-Werke oHG, Bünde
Since 1999 Managing Partner of Miele & Cie. KG
Education:
1980 – 1982 Economics course of studies at the Faculty of Eco-
nomics, as well as history, musicology and philoso-
phy at the Faculty of Philosophy of the University of
Freiburg
1983 Economics course of studies at Harvard University,
Boston
1983 – 1986 Business administration and history course of stud-
ies at University of Cologne
1986 Business administration examination
1988 Conferral of the doctorate Dr.rer.oec. at the Tech-
nische Universität Berlin
Membership in other statutory supervisory boards: Falke KGaA, Schmallenberg (Chairman)
Drägerwerk Verwaltungs AG, Lübeck
Dräger Safety AG & Co. KGaA, Lübeck
Membership in comparable boards of domestic or foreign companies: Hipp & Co., Pfaffenhofen (President of the Administrative Board)
Nobilia-Werke J. Stickling GmbH & Co. KG, Verl (Chairperson of the Advisory
Board)
Other key activities aside from the Supervisory Board mandate: None
2. Disclosures according to Sec. 5.4.1 (4) through (6) of the German Corpo-rate Governance Code:
The candidates Professor Dr. Thorsten Grenz, Stefan Lauer, Uwe Lüders and
Dr. Reinhard Zinkann are all members of the Supervisory Board of Drägerwerk
Verwaltungs AG as the general and managing partner with no capital participa-
tion in Drägerwerk AG & Co. KGaA, as well as members of the Joint Committee
of Drägerwerk AG & Co. KGaA; in the event of his election to the Supervisory
Board, Stefan Lauer is nominated as a candidate for the chairpersonship of
both governing bodies. Furthermore, these candidates hold mandates on Su-
pervisory Boards of Group companies subordinate to the Company, as listed
above for the individual candidates. In the event of their election to the Supervi-
sory Board, the candidates Maria Dietz and Astrid Hamker will also become
members of the named governing bodies. In the opinion of the Supervisory
Board, this does not affect the independence of the candidates in terms of Sec.
5.4.2, Sentence 2 of the German Corporate Governance Code.
III. Further information on convocation
Requirements for participating in the annual shareholders’ meeting and exer-cising potential voting rights Common shareholders are entitled to participate in the annual shareholders’ meeting
and to exercise their voting rights. Preferred shareholders may participate subject to
Sec. 34 (5) of the articles of association. However, only those shareholders who have
registered prior to the annual shareholders’ meeting and provided proof of their enti-
tlement to participate and exercise their voting rights are entitled to participate in the
annual shareholders’ meeting and exercise their voting rights.
The shareholder’s proof of entitlement to participate in the annual shareholders’
meeting and exercise his or her voting rights must be issued by the bank where his
or her account is held. The proof of shareholdings must be written in German or Eng-
lish and relate to the beginning of the 21st day prior to the annual shareholders’
meeting, in other words
Friday, April 13, 2018, 00:00 hours (midnight) (“proof deadline”).
Both registration and proof of shareholding of the common and preferred sharehold-
ers must reach the Company at least six days prior to the annual shareholders’ meet-
ing (excluding the day of the annual shareholders’ meeting and the day of receipt), in
other words no later than
Friday, April 27, 2018, 24:00 hours (midnight) at the following address:
Drägerwerk AG & Co. KGaA
c/o Commerzbank AG
GS-MO 3.1.1 General Meetings
60261 Frankfurt/Main, Germany
Fax: +49 69 136-26351
E-mail: [email protected]
Importance of the proof deadline
From the company’s point of view, only shareholders who have provided proof of
their shareholding are entitled to participate in the annual shareholders’ meeting and
exercise their voting rights. The entitlement to participate in the annual shareholders’
meeting and the extent of any potential voting rights depend entirely on the share-
holding of the shareholder as of the proof deadline. The proof deadline does not re-
strict the salability of the shareholding. Should part of or the entire shareholding be
sold after the proof deadline, only the shareholding as of the proof deadline is rele-
vant to the participation and extent of potential voting rights, i.e. the sale or other kind
of transfer of shares after the proof deadline has no effect on the entitlement to par-
ticipate in the annual shareholders’ meeting and the extent of the voting rights. The
same applies to the acquisition of initial and additional shares after the proof dead-
line. Persons who do not hold any shares as of the proof deadline but acquire shares
only after this date are not entitled to participate nor exercise their voting rights, un-
less they become a proxy or legal representative. The proof deadline does not affect
the dividend rights.
Voting process and participation in the case of a proxy
Shareholders who do not wish to participate in person at the annual shareholders’
meeting are able to appoint a proxy for exercising their voting rights (common
shares) and to participate in the annual shareholders' meeting (common and pre-
ferred shares). This could be the bank where the account is held, a shareholders’
association or any other person of their choice. In this case, timely registration and
proof of shareholding are still required pursuant to the above rules.
If the authorization to exercise voting rights is given to any other entity than a bank, a
shareholders’ association, or any similar person or institution pursuant to Sec. 135
AktG, authorization must be provided to the Company in writing in line with Sec. 30
(2) of the articles of association. The same applies in line with Sec. 134 (3) Sentence
3 AktG for the revocation of this authorization and the proof of authorization to the
Company. Written proof of authorization to participate in the annual shareholders’
meeting without the exercising of voting rights must be provided to the Company.
The authorization can be declared either to the proxy or the Company. A proxy can
provide proof of his or her authorization by showing it on the day of the annual
shareholders’ meeting upon entry. The proof of authorization can be sent by post,
fax, or electronically (e-mail) to the following address:
Drägerwerk AG & Co. KGaA
c/o UBJ. GmbH
Drägerwerk HV 2018
Kapstadtring 10
22297 Hamburg, Germany
Fax: +49 40 6378-5423
E-mail: [email protected]
The above address, fax, and e-mail can also be used if the authorization is to be giv-
en directly to the Company; it is not necessary to provide separate proof in this case.
An authorization can also be revoked by directly informing the Company at the ad-
dress, fax, and e-mail above.
We would like to ask our shareholders to submit any authorizations, proofs of author-
ization, and revocations of authorizations by post or fax by Thursday, May 3, 2018, 18:00 hours (6:00 p.m., receipt) to the address above.
Shareholders will receive a form for the authorization of a proxy along with their tick-
et, which they will be sent upon registration within the period specified above. This
form is also available for download at www.draeger.com/asm. If a shareholder au-
thorizes more than one person, the Company reserves the right to refuse entry to
one or several of these persons.
Where a bank, a shareholders’ organization, or similar person or institution is to be
authorized in line with Sec. 135 (8) and (10) in conjunction with Sec. 125 (5) AktG,
specific conditions may apply for the revocation and the proof of such authorization.
We would ask our shareholders to agree on the form and procedure of authorization
with their proxy individual or institution in good time.
The Company offers its common shareholders the option to issue authorization to
proxies nominated by the Company prior to the annual shareholders’ meeting with a
potential voting right. Common shareholders wishing to authorize those proxies nom-
inated by the Company with voting rights have to register for the annual sharehold-
ers’ meeting and provide proof of their shareholding according to the terms and con-
ditions stated above by the deadline. Upon authorization, proxies nominated by the
Company exercise the voting right in accordance with the instructions they are given.
They are not entitled to exercise voting rights without having received instructions
from the common shareholder. A form for the authorization and instruction of a proxy
nominated by the Company is attached to every ticket for common shareholders and
is also available for download at www.draeger.com/asm. Authorizations and instruc-
tions to the proxies nominated by the Company must also be sent to the Company in
written form.
For ease of administration, common shareholders wishing to authorize a proxy nomi-
nated by the Company prior to the annual shareholders’ meeting are kindly request-
ed to send their authorizations and instructions no later than Thursday, May 3, 2018, 18:00 hours (6:00 p.m., receipt) by post, fax, or e-mail to the following address:
Drägerwerk AG & Co. KGaA
c/o UBJ. GmbH
Drägerwerk HV 2018
Kapstadtring 10
22297 Hamburg, Germany
Fax: +49 40 6378-5423
E-mail: [email protected]
The Company also allows common shareholders who have registered in time for the
annual shareholders’ meeting, provided proof of their shareholding in accordance
with the terms and conditions stated above, and attended the annual shareholders’
meeting to also authorize proxies nominated by the Company during the annual
shareholders’ meeting to exercise potential voting rights.
Shareholder’ rights Motions to amend the agenda pursuant to Sec. 122 (2) AktG Shareholders whose combined interests amount to one-twentieth of capital stock or a
EUR 500,000.00 share in capital stock (corresponding to 195,313 shares—rounded
up to the next full number of shares) can demand that items be tabled on the agenda
and disclosed, pursuant to Sec. 122 (2) AktG. Each new item must be substantiated
or include an attached draft resolution. The request is to be directed in writing to the
general partner as the representative body for the Company and must be received by
the Company at least 30 days before the annual shareholders’ meeting (excluding
the day of the annual shareholders’ meeting and the day of receipt of the request).
The deadline for receipt is therefore:
Tuesday, April 3, 2018, 24:00 hours (midnight).
Please send requests of this nature to the following address:
Drägerwerk AG & Co. KGaA
Die persönliche haftende Gesellschafterin
Drägerwerk Verwaltungs AG
Executive Board
Moislinger Allee 53 - 55
23558 Lübeck, Germany
Shareholder countermotions and nominations pursuant to Secs. 126 (1) and 127 AktG
Shareholders can submit to the Company countermotions to draft resolutions pro-
posed by the general partner and/or Supervisory Board regarding specific items on
the agenda as well as auditor nominations. Countermotions and nominations pursu-
ant to Secs. 126 (1) and 127 AktG must be sent to the following address only:
Drägerwerk AG & Co. KGaA
Gegenanträge zur Hauptversammlung
Moislinger Allee 53 – 55
23558 Lübeck, Germany
Fax: +49 451 882-75245
E-mail: [email protected]
Pursuant to Sec. 126 (1) AktG, the Company will publish any countermotions, includ-
ing the name of the shareholder, the substantiation, as well as any comment from
management, on the Company website at www.draeger.com/asm, provided that
countermotions with a substantiation are received at least 14 days prior to the date of
the annual shareholders’ meeting (this excludes the day of the meeting and the day
of receipt of the request), in other words no later than
Thursday, April 19, 2018, 24:00 hours (midnight)
at the aforementioned address. Countermotions addressed otherwise will not be
considered.
Under the conditions stated in Sec. 126 (2) AktG, the Company is entitled not to pub-
lish a countermotion. Pursuant to Sec. 127 AktG, the meaning of the above sentenc-
es also applies to shareholders’ nominations of Supervisory Board members or audi-
tors. However, shareholders’ nominations do not require a reason and, except in the
cases stated under Sec. 126 (2) AktG, do not need to be published if the nomination
does not include the name, profession, and place of residence of the nominee and/or
for the election of Supervisory Board members, information about the nominee’s
membership in other statutory supervisory boards.
Please note that countermotions and nominations, even if they are communicated to
the Company in advance within the given time frame, will only be considered by the
annual shareholders’ meeting if they are brought or proposed orally during the meet-
ing. The right of every shareholder to bring countermotions on the various items on
the agenda or nominations during the annual shareholders’ meeting without prior
communication to the Company remains unaffected.
Right to information pursuant to Sec. 131 (1) AktG Pursuant to Sec. 131 (1) AktG, every shareholder is permitted to request verbal in-
formation from the general partner during the annual shareholders’ meeting, to be
provided during the annual shareholders’ meeting, on issues relating to the Company
and to the general partner, insofar as the information serves to clarify an item on the
agenda. The duty to provide information also includes the Company’s legal and busi-
ness relationships with Group companies and the position of the Group and compa-
nies included in the Group financial statements, as, under point 1 of the agenda, the
annual shareholders’ meeting is also going to be presented with the Group financial
statements and the Group management report.
Additional explanations and information on the Company website Shareholders can access information on the annual shareholders’ meeting pursuant
to Sec. 124a AktG on the company website at www.draeger.com/asm, where addi-
tional explanations with regard to shareholders’ rights pursuant to Secs. 122 (2), 126
(1), 127, and 131 (1) AktG can also be found.
Publication on the Company’s website
In accordance with Sec. 29 (4) of the Company’s articles of association, the speech-
es of the Executive Board and general partner are made available to all shareholders
and the interested general public after the shareholders’ meeting as a recording on
the Company’s website at www.draeger.com/asm. There is no transmission and/or
recording of the entire shareholders’ meeting. Participating in the shareholders’ meet-
ing in terms of Sec. 118 (1) Sentence 2 AktG is hereby not possible.
Total number of shares and voting rights at the time of the convocation of the annual shareholders’ meeting
The Company’s capital stock at the time of the convocation of the annual sharehold-
ers’ meeting amounts to EUR 45,465,600.00, divided into 10,160,000 common
shares with voting rights of one vote per share and 7,600,000 preferred shares with-
out voting rights. At the time of convocation of the annual shareholders’ meeting, the
number of Company shares therefore totaled 17,760,000 and the number of shares
bearing a voting right at the annual shareholders’ meeting 10,160,000.
Lübeck, Germany, March 2018
Drägerwerk AG & Co. KGaA
The general partner
Drägerwerk Verwaltungs AG
The Executive Board