Investor Relations

AFKEM AG, Troisdorf - September 18, 2018

Announcement:

General Meeting

10-26-2018

 

 

 

We invite our shareholders to our annual general meeting on

Friday, October 26, 2018,
at 09:00 a.m.

to our company

AFKEM AG,
Brüsseler Straße 15, 53842 Troisdorf, 
Room Hall 1.

 

Topics

  1. Presentation of the adopted annual financial statements as of 31 December 2017 together with the management report of the company and the report of the supervisory board for the financial year 2017
  2. Resolution on the discharge of the members of the Management Board for the 2017 financial yearThe Supervisory Board and the Executive Board propose that the members of the Executive Board be granted discharge for the 2017 financial year.Resolution on the discharge of the members of the Supervisory Board for the 2017 financial year
  3. The Management Board and the Supervisory Board propose that the members of the Supervisory Board be granted discharge for the 2017 financial year.Resolution on a capital increase against cash contributions with corresponding authorization to amend the Articles of Incorporation
  4. The Management Board and the Supervisory Board propose that the following resolution be adopted:

    The share capital of the Company will be increased by up to EUR 9,000,000.00 (in words: nine million Euros) against cash contributions by issuing up to 9,000,000 new no-par-value bearer shares with a pro rata amount of share capital of the company in the amount of EUR 1.00 per share. The issue price of the new shares amounts to EUR 1.10 per share, the total issue amount up to EUR 9,900,000, -. The new shares are entitled to participate in profits from the beginning of the last financial year for which no resolution on the appropriation of profit has yet been adopted. The shareholders have a subscription right in the ratio 1:12, i. For 1 existing share, 12 new shares may be subscribed, with a minimum subscription period of 2 weeks, provided that the new shares are to be taken over by a bank with the obligation to offer them to the shareholders for subscription.

    Shares not subscribed under the preceding paragraph may be freely used by the Company.
    The Management Board is authorized, with the approval of the Supervisory Board, to determine the further details of the capital increase and its implementation, in particular the subscription price and the further conditions for the issue of the shares.

    The Supervisory Board is authorized to amend the version of the Articles of Association with regard to the capital situation and the number of shares upon implementation of the capital increase. The resolution on the increase of the share capital shall become ineffective, if not within six months after the date of this General Meeting or, if any action is brought against the resolution of the Annual General Meeting, within six months after the respective legal proceedings have been finally terminated or, if a release order under § 246a AktG, within six months of this resolution new no-par-value shares have been subscribed and the capital increase has been carried out to this extent. A capital increase after the period specified in the previous sentence is not permitted.

  5. Resolution on the election of the auditorThe Supervisory Board proposes that Pütz, Mittler & Kollegen GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Koblenz, be appointed as the company's auditor for the 2018 financial year.

Conditions of Participation

Only those shareholders are entitled to participate in the Annual General Meeting and to exercise their voting rights, as well as to submit their proof of shareholding to the Company by the end of Friday, 19 October 2018,24: 00 (receipt) (AFKEM AG, Brüsseler Str. 15, 53842 Troisdorf, Fax: 02241/253 660 70) or register with the company at the following address:

AFKEM AG
c/o Bankhaus Gebr. Martin AG

Schlossplatz 7, 73033 Göppingen, 
Fax: 0 71 61 / 96 93 17

Proof of share ownership must refer to the statutory date (record date) before the Annual General Meeting, ie the beginning of the 21st day prior to the day of the Annual General Meeting, ie Friday, 5 October 2018, 0:00 am. It must be provided in writing by confirmation from the custodian bank; The confirmation must be written in German or English.

Upon receipt of the application and proof of its shareholding in the Company, the shareholders will be sent admission tickets for the Annual General Meeting, whose submission will be requested upon receipt of the Annual General Meeting. The voting cards will be handed out on the day of the meeting. To ensure the timely receipt of tickets, we ask the shareholders to request an entrance ticket from their custodian bank as early as possible. The required registration and the transmission of evidence of the relevant shareholdings are made in these cases by the custodian bank.

Shareholders who do not wish to attend the Annual General Meeting in person may authorize a credit institution, a shareholders' association or any other person of their choice to exercise voting rights. In this case too, timely registration and timely proof of shareholding in accordance with the above provisions is required.

If neither a bank nor a shareholders' association or another person or institution treated as such under Section 135 BGB is authorized, the granting of power of attorney, revocation and proof of authorization to the company must be in text form (Section 126b BGB). The power of attorney is to be given to the company or directly to the authorized representative. Shareholders are requested to use the form provided to them by the duly registered shareholders together with the admission ticket.

Proof of granted power of attorney may be provided by the proxy presenting power of attorney at the entrance inspection on the day of the general meeting. For a transmission of the proof by post or fax shareholders or shareholder representatives use one of the above-mentioned registration addresses. The same applies to the granting of power of attorney by declaration to society; no separate proof of the grant of the authorization is necessary in this case. The statutory provisions, in particular § 135 AktG, apply to the authorization of a bank, a shareholders' association or a person or institution equivalent to them pursuant to § 135 AktG as well as to the proof of the revocation of such an authorization. The shareholders are therefore requested in such a case to agree in good time with the authorized representative on the basis of a form of power of attorney which may be required of him. Proposals and Election Proposals by Shareholders Shareholders are entitled to submit counterproposals to a proposal by the Management Board and / or the Supervisory Board regarding a specific agenda item and nominations for the election of Supervisory Board members or auditors. Countermotions to be made available on the Company's website (§ 126 AktG) and election proposals (§ 127 AktG) are only to be sent to:

AFKEM AG
Brüsseler Str. 15, 53842 Troisdorf
Fax: 02241 / 253 660 70, 
E-Mail: hv@afkem.ag

Timely applications will be made available to other shareholders on the Internet at www.afkem.com without delay.

Reference to availability of documentsThe following documents are available on the Internet pages of the Company

https://afkem.ag

are published and available for inspection by the shareholders at the business premises of the Company (AFKEM AG, Brüsseler Str. 15.53842 Troisdorf) from the date of publication of this invitation:

Established annual financial statements as of 31 December 2017 together with the management report of the company and the report of the supervisory board for the financial year 2017

Copies of the aforementioned documents will be sent to each shareholder of the Company at his request without delay and free of charge.

Troisdorf, September 2018
AFKEM AG

Management Board

 

Englosure

Grafische Darstellung
AFKEM AG

Brüsseler Straße 15
53842 Troisdorf
Germany

Contact

Phone: +49 2241 253 660 0
Fax: +49 2241 253 660 70
E-Mail: info[at]afkem.ag

Chief Executive Officer

Christian Tietz
Siegburg District Court:
HRB 14761