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
Wednesday, 8 May 2013, at 10.00 a.m. in the Heidelberg Convention Centre
("Kongresshaus Stadthalle Heidelberg") at Neckarstaden 24, 69117 Heidelberg,
Germany.
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 2012 financial year of HeidelbergCement AG
amounts to EUR94,182,287.55. The Managing Board and Supervisory Board propose:
a) that a dividend in the amount of EUR0.47 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 EUR88,125,000 would be paid for the
187,500,000 no-par value shares carrying dividend rights for the 2012 financial
year; and
b) that the remaining balance sheet profit in the amount of EUR6,057,287.55
be carried forward.
The dividends are payable on 9 May 2013.
3. Resolution on the approval of the Managing Board's actions for the 2012
financial year
The Managing Board and Supervisory Board propose that the actions of the members
of the Managing Board for the 2012 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
2012 financial year
The Managing Board and Supervisory Board propose that the actions of the members
of the Supervisory Board for the 2012 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 2013 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 2013 financial year as well as to review the abbreviated
accounts and the interim management report for the first six months of the 2013
financial year, insofar as these are subject to a review by an auditor.
6. Revocation of the existing and granting of a new authorisation to issue
warrant bonds or convertible bonds, profit participation rights or participating
bonds and to exclude the subscription right in respect of such warrant bonds or
convertible bonds, profit participation rights or participating bonds, as well
as the revocation of the Conditional Capital 2009 and the creation of a new
Conditional Capital 2013 and the corresponding amendment of the Articles of
Association
The authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds resolved at the Annual General
Meeting of 7 May 2009 contains rules for determining the option or conversion
price, which rules were laid down in view of now out-dated case law and leave
little room for manoeuvre when it comes to the basic form of the bonds. Since
the legislator has now given companies more room for manoeuvre, the
authorisation resolved by the Annual General Meeting on 7 May 2009 is to be
replaced by a new authorisation to issue warrant bonds or convertible bonds,
profit participation rights or participating bonds which is more in line with
the new legal provisions and which allows the Company greater flexibility. Since
no use has been made of the authorisation granted by the Annual General Meeting
on 7 May 2009, the Conditional Capital 2009 provided for in Article 4(4) of the
Articles of Association is no longer needed in this form and is to be replaced
by new Conditional Capital 2013 with a slightly reduced volume.
A. Authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds and to exclude the subscription
right in respect of such warrant bonds or convertible bonds, profit
participation rights or participating bonds against cash contributions
The Managing Board and Supervisory Board propose that the following resolution
be adopted:
The authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds granted on 7 May 2009 is revoked and
the Managing Board is authorised, subject to the approval of the Supervisory
Board, to issue, until 7 May 2018, once or several times, bearer or registered
warrant bonds or convertible bonds, profit participation rights or participating
bonds or a combination of these instruments (collectively the "Bonds") up to a
total nominal amount of EUR3,000,000,000, and to grant option rights to or
impose obligations on the holders or creditors of the warrant bonds or
participation rights or option rights under the participating bonds, and/or
conversion rights to or obligations on the holders or creditors of convertible
bonds or convertible participation rights or convertible participating bonds,
relating to no-par bearer shares in the Company representing an aggregate pro
rata amount in the share capital of up to EUR168,000,000, subject to the terms
and conditions of the warrant or convertible bonds. The Bonds shall be issued
against cash contributions.
In addition to euros, the Bonds may also be issued in the valid currency of an
OECD country, up to an amount corresponding to the euro value of the aforesaid
total nominal amount. The Bonds may also be issued by a Group company of the
Company within the meaning of sec. 18 German Stock Corporation Act, in which the
Company directly or indirectly holds an interest of at least 90%. In such case,
the Managing Board is authorised, subject to the approval of the Supervisory
Board, to assume a guarantee on behalf of the Company for such Bonds, and to
grant to, or to impose upon, the holders or creditors of warrant or convertible
bonds, option or convertible participation rights and option or convertible
participating bonds, as the case may be, option and conversion rights or
obligations, in each case relating to no-par bearer shares in the Company.
To the extent that the shareholders are not allowed to directly subscribe for
the Bonds, the shareholders shall be granted the statutory subscription right
such that the Bonds shall be offered by a credit institution or a syndicate of
credit institutions subject to the obligation to offer the Bonds to the
shareholders for subscription. If Bonds are issued by a Group company of the
Company within the meaning of sec. 18 German Stock Corporation Act, in which the
Company holds a direct or indirect interest of at least 90%, the Company shall
ensure its shareholders are granted the statutory subscription right in
accordance with the preceding sentence.
However, the Managing Board is authorised, subject to the approval of the
Supervisory Board, to exclude from the shareholders' subscription right any
fractional amounts resulting from the subscription ratio and to also exclude the
subscription right to such extent as may be necessary in order to be able to
grant to the holders or creditors of option or conversion rights or obligations
already issued, at an earlier point in time, subscription rights on a scale to
which they would be entitled after exercising their conversion or option rights
or after performance of their conversion obligations.
The Managing Board is further authorised, subject to the approval of the
Supervisory Board, to completely exclude the subscription right of the
shareholders regarding Bonds with option or conversion rights or obligations, if
the Managing Board, upon due review, determines that the issue price of the
Bonds is not significantly below the theoretical market value of the bond, as
determined in accordance with generally accepted - in particular, financial -
calculation methods. The authorisation to exclude the subscription right only
applies to Bonds issued with option or conversion rights or obligations relating
to shares representing an aggregate pro rata share in the share capital of no
more than 10%, whether at the time of coming into effect or - if such value is
lower - at the time of exercise of the present authorisation. New no-par value
shares issued from an authorised capital subject to the exclusion of the
subscription right pursuant to sec. 186(3) sentence 4 German Stock Corporation
Act during the term of this authorisation until the issue of Bonds with option
or conversion rights or obligations without the subscription right pursuant to
sec. 186(3) sentence 4 German Stock Corporation Act are also to be counted
towards the aforesaid 10% limit. Moreover, treasury shares that are sold subject
to the exclusion of the subscription right on the basis of an authorisation
pursuant to sections 71(1) no. 8, 186(3) sentence 4 German Stock Corporation Act
and following the adoption of a resolution on the present authorisation must
also be counted towards this limit.
To the extent that profit participation rights or participating bonds are issued
without conversion rights/obligations or option rights/obligations, the Managing
Board is authorised, subject to the approval of the Supervisory Board, to
exclude the subscription right of the shareholders as a whole, if such profit
participation rights or participating bonds have obligation-like features, i.e.
if no membership rights in the Company and no share in the liquidation proceeds
are granted thereunder and if the payable interest is not calculated by
reference to the profit for the financial year, the balance sheet profit or the
dividend. Furthermore, in such case, the interest and the issue price of the
profit participation rights or the participating bonds must accord with the
market conditions prevailing at the time of issue.
Where warrant bonds are issued, one or more warrants shall be attached to each
partial bond granting to the holder or creditor the right to subscribe for
no-par value bearer shares of the Company subject to the warrant bonds terms and
conditions to be determined by the Managing Board. The terms and conditions of
warrant bonds issued by the Company may provide that the option price can also
be paid by transfer of partial bonds and, if applicable, additional cash
payment. The pro rata amount of the share capital represented by the shares to
be subscribed for under each partial bond must not exceed the nominal amount of
the partial bond. To the extent that fractions of shares arise it may be
provided that these fractions be consolidated into full shares for subscription
pursuant to the terms and conditions of the options and/or bonds, if applicable,
against additional payment. The same applies accordingly if warrants are
attached to a profit participation right or a participating bond.
Where convertible bonds are issued, the holders or creditors are granted the
right to convert their bonds into no-par value bearer shares of the Company
pursuant to the terms and conditions of the convertible bonds to be determined
by the Managing Board. The Company may opt not to grant a conversion right to
the holders or creditors, if the German Stock Corporation Act permits to do so
at the time of use of the authorisation. The conversion ratio is determined by
dividing the nominal amount - or the issue price below the nominal amount - of
the partial bond by the conversion price determined for one share in the
Company, and may be rounded up or down; furthermore, an additional payment in
cash and a consolidation of, or a compensation for, any non-convertible
fractions may be determined. The nominal amount/pro rata amount of the share
capital represented by the shares to be subscribed for under each partial bond
must not exceed the nominal amount of the convertible bond. The same applies
accordingly if the conversion right relates to a profit participation right or a
participating bond.
Where Bonds are issued which provide for an option or conversion right or an
option or conversion obligation, the relevant option or conversion price to be
determined for a share, even given a variable exchange/conversion rate, must
equal 80% of the volume-weighted average price of the shares of the Company in
XETRA (or a corresponding successor system) on the Frankfurt stock exchange, on
the last 3 days of stock exchange trading prior to the resolution by the
Managing Board on the issuance of the bond, or where shareholders are entitled
to subscription rights to the bond, in the closing auction during the days on
which subscription rights to the bond are traded in XETRA (or a corresponding
successor system) on the Frankfurt stock exchange, with the exception of the
last two days of subscription rights trading.
Notwithstanding the provisions in sec. 9(1) German Stock Corporation Act, the
option or conversion price in respect of Bonds with option or conversion rights
or obligations may be adjusted in a value-preserving manner (wertwahrend) in
case of economic dilution of the value of the option or conversion rights or
obligations, as provided in the relevant terms of the respective Bonds, unless
such adjustment is already regulated under applicable law and a subscription
right is granted to the holders or creditors of option or conversion rights on a
scale to which they would be entitled after exercising their conversion or
option rights. The terms and conditions of the Bonds may provide for further
adjustments of the option and/or conversion rights or obligations, or of the
option and/or conversion price, in case of a capital reduction or other
extraordinary measures or events (e.g. acquisition of control by third parties).
The terms and conditions of the Bonds may provide that, in case of conversion or
exercise of the option, the Company is entitled, instead of granting new no-par
value shares, to pay an amount in cash equivalent to the volume-weighted average
price of the amount of shares of the Company otherwise to be delivered, as such
price is quoted in XETRA (or in a corresponding successor system) on the
Frankfurt Stock Exchange during the 10 trading days following the notice of
conversion or exercise of the option. In the event that the Company announces
its decision to exercise the right to payment of an amount in cash upon
conversion or exercise of the option, the aforementioned period of 10 trading
days shall not start until 3 trading days after the announcement of the cash
payment of the Company. The terms and conditions of the bonds may also provide
that the warrant bonds and/or convertible bonds may, instead of being converted
into new no-par value shares out of conditional capital, be converted, at the
option of the Company, into already existing no-par value shares of the Company
or shares of another listed company, or that the option right or the option
obligation may be satisfied by delivery of such shares.
The terms and conditions of the Bonds may also provide for (i) a conversion
obligation or an option obligation as of the maturity date (or as of any other
point in time which can also be determined by a future event, uncertain at the
time of issuance of the Bonds) or for (ii) the right of the Company, upon
maturity of Bonds with option or conversion rights (including maturity due to
termination), to grant to the holders or creditors of the Bonds no-par value
shares in the Company or in another listed company in lieu of payment of the
amount due (or parts thereof). In such cases the option or conversion price - in
deviation from the foregoing rule concerning the conversion price upon the
exercise of a conversion right - shall equal at least the volume-weighted
average price of the share of the Company or another company listed in XETRA (or
a corresponding successor system) on the Frankfurt stock exchange during a
reference period of 10 to 20 days prior to the maturity date or any other
specified point in time, as defined in the terms and conditions of the Bonds,
even if such average price is below the above minimum price (80%). The pro rata
amount of the share capital represented by the shares to be issued upon exercise
of the option and/or conversion must not exceed the nominal amount of the Bonds.
Sec. 9(1) in conjunction with sec. 199(2) German Stock Corporation Act are to be
observed.
The Managing Board is authorised, subject to the approval of the Supervisory
Board, to determine all further details regarding the issuance and the features
of the Bonds, including without limitation, interest rates, issue price, term to
maturity and denomination, anti-dilution provisions and the applicable option
and conversion periods, and/or where applicable, to determine such details in
consultation with the relevant bodies of the Group company of the Company
issuing the warrant bonds or convertible bonds.
B. Creation of a Conditional Capital 2013, revocation of the existing
authorisation to issue warrant bonds or convertible bonds, profit participation
rights or participating bonds and the Conditional Capital 2009 as well as the
corresponding amendment of the Articles of Association
The Managing Board and Supervisory Board propose that the following resolution
be adopted:
a) Creation of a new conditional capital
The share capital is conditionally increased by an additional amount of up to
EUR168,000,000, divided into up to 56,000,000 new no-par value bearer shares
(Conditional Capital 2013). The conditional capital increase serves the purpose
of granting no-par value bearer shares upon the exercise of option or conversion
rights (or upon fulfilment of corresponding option/conversion obligations), or
upon exercise of the Company's right to grant, in lieu of payment of the amount
in cash due (or parts thereof), shares of the Company to the holders or
creditors of warrant bonds or convertible bonds, profit participation rights or
participating bonds (or combinations of these instruments) issued on the basis
of the authorisation resolved by the Annual General Meeting of 8 May 2013 under
item 6 A. until 7 May 2018 by the Company or by a Group company of the Company
within the meaning of sec. 18 German Stock Corporation Act in which the Company
directly or indirectly holds an interest of at least 90%. The new shares are
issued at the option or conversion price, as the case may be, which corresponds
to the specifications of this authorisation.
The conditional capital increase is only to be implemented to the extent that
option or conversion rights are exercised, or holders or creditors of bonds
subject to the obligation to exercise the option or to convert their bonds
comply with such obligation, or to the extent that the Company exercises its
right to grant shares of the Company in lieu of payment of the amount in cash
due (or parts thereof), and unless cash settlement has been accepted or own
shares or shares of another listed company are used for performance purposes.
The new shares issued are entitled to dividends as of the beginning of the
financial year in which they are created. As far as legally permissible, the
Managing Board may determine, subject to the approval of the Supervisory Board,
a dividend entitlement of new shares deviating from the provisions set forth in
sec. 60(2) German Stock Corporation Act.
The Managing Board is authorised, subject to the approval of the Supervisory
Board, to determine all further details regarding the implementation of the
conditional capital increase.
b) Revocation of the existing authorisation to issue warrant bonds or
convertible bonds, profit participation rights or participating bonds and the
Conditional Capital 2009 as well as the amendment of the Articles of Association
The authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds resolved by the Annual General
Meeting of 7 May 2009 under item 7 A. and B. and the Conditional Capital 2009
governed by Article 4(4) of the Articles of Association are to be revoked upon
taking effect of the new Conditional Capital 2013, and Article 4(4) of the
Articles of Association is to be restated as follows:
"(4) The share capital shall be conditionally increased by an additional
amount of up to EUR168,000,000, divided into up to 56,000,000 new no-par value
bearer shares (Conditional Capital 2013). The conditional capital increase shall
only be implemented to the extent that the holders or creditors of option or
conversion rights, and/or the holders or creditors subject to the obligation to
exercise the options or to convert their bonds, under warrant bonds or
convertible bonds, profit participation rights or participating bonds issued or
guaranteed by the Company or a Group company of the Company within the meaning
of sec. 18 German Stock Corporation Act, in which the Company holds an interest
of at least 90%, until 7 May 2018 on the basis of the authorisation resolved by
the Annual General Meeting of 8 May 2013 under item 6 A., exercise such rights
and/or comply with such obligations, or to the extent that the Company exercises
its right to grant shares of the Company in lieu of payment of the amount in
cash due (or parts thereof), and unless cash settlement has been accepted or own
shares or shares of another listed company are used for performance purposes.
The new shares shall be issued at the option or conversion price, as the case
may be, which corresponds to the specifications of this authorisation.
The new shares shall be entitled to dividends as of the beginning of the
financial year in which they are created. As far as legally permissible, the
Managing Board may determine, subject to the approval of the Supervisory Board,
a dividend entitlement of new shares deviating from the provisions set forth in
sec. 60(2) German Stock Corporation Act. The Managing Board shall be authorised,
subject to the approval of the Supervisory Board, to determine all further
details regarding the implementation of the conditional capital increase."
c) Authorisation to amend the Articles of Association
The Supervisory Board is authorised to amend Article 4(1) and (4) of the
Articles of Association in accordance with the relevant issuance of the new
shares and to effect all amendments to the Articles of Association in connection
therewith relating only to the wording. The same applies accordingly in case the
authorisation to issue warrant bonds or convertible bonds, profit participation
rights or participating bonds is not used upon or prior to the expiry of the
term of the authorisation, as well as where the Conditional Capital 2013 is not
used after expiry of the term for the exercise of the option or conversion
rights or for the fulfilment of option or conversion obligations, respectively.
7. Special election of Supervisory Board members
In accordance with sections 96(1) and 101(1) German Stock Corporation Act and
sec. 7(1) no. 1 German Co-Determination Act, in conjunction with Article 8(1)
and (2) of the Company's Articles of Association, six members of the Supervisory
Board are to be elected by the Annual General Meeting and another six members of
the Supervisory Board are to be elected by the employees. Election nominations
are not binding upon the Annual General Meeting.
Dr.-Ing. Herbert Lütkestratkötter left the Supervisory Board with effect from 14
March 2012. Pursuant to sec. 104 German Stock Corporation Act, and based on its
ruling of 22 June 2012 - served on 3 July 2012 - Mannheim Local Court appointed
Professor Marion Weissenberger-Eibl to the Supervisory Board at the request of
the Managing Board. Professor Marion Weissenberger-Eibl is to be put to the
Annual General Meeting as candidate for the election.
The Supervisory Board proposes - whereby adopting the proposal of the same
wording by its Nomination Committee - that
Professor Marion Weissenberger-Eibl, Dr. oec, Karlsruhe, Germany, Head of the
Fraunhofer Institute for Systems and Innovation Research ISI, Karlsruhe; she
also holds the Chair of Innovation Management at the Karlsruhe Institute of
Technology (KIT)
be elected as shareholder representative to the Supervisory Board. Professor
Marion Weissenberger-Eibl shall be elected for the remaining term of the current
Supervisory Board, i.e. such term will run until the close of the Annual General
Meeting resolving on the formal approval of the acts of the Supervisory Board
for the 2013 financial year.
Statements pursuant to sec. 125(1) sentence 5 German Stock Corporation Act:
Professor Marion Weissenberger-Eibl (aged 46 years) holds no mandate in other
legally required supervisory boards. As a member of the Board of Trustees
("Kuratorium") of the Steinbeis-Stiftung für Wirtschaftsförderung (StW),
Stuttgart, Germany, she holds a mandate in a comparable German and foreign
supervisory committee of commercial enterprises.
Statements to point 5.4.1(4-6) of the German Corporate Governance Code:
The present election recommendation takes into account the diversity objectives
in accordance with point 5.4.1 of the German Corporate Governance Code which
were specified by the Supervisory Board in June 2012. There are no personal or
business relations between Professor Marion Weissenberger-Eibl and the companies
of the HeidelbergCement Group, the executive bodies of HeidelbergCement AG as
well as Mr. Ludwig Merckle, a shareholder holding a material interest in the
Company (point 5.4.2 of the German Corporate Governance Code). Neither do such
relations exist to universities and scientific institutions in which Professor
Marion Weissenberger-Eibl holds leading positions. In the appraisal of the
Supervisory Board, Professor Marion Weissenberger-Eibl is an independent
Supervisory Board member within the meaning of the German Corporate Governance
Code.
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 17 April 2013, 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 1 May 2013,
2400 hrs at the following address:
HeidelbergCement AG
c/o Deutsche Bank AG
Securities Production
General Meetings
PO Box 20 01 07
60605 Frankfurt am Main, Germany
Telefax: +49 (0)69 12012-86045
E-mail: wp.hv@xchanging.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
3 May 2013, 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 3 May 2013, 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 3 May 2013,
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 3 May 2013, 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 23 April 2013, 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 EUR500,000 - 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 and 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 7 April 2013, 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 2013
HeidelbergCement AG
The Managing Board
Report of the Managing Board to the Annual General Meeting in respect of item 6
of the agenda in accordance with sections 221(4) sentence 2, 186(4) sentence 2
German Stock Corporation Act:
The proposed authorisation to issue warrant bonds or convertible bonds, profit
participation rights or participating bonds or a combination thereof ("Bonds")
in the total amount of up to EUR3,000,000,000 and to create the Conditional
Capital 2013 in the amount of up to EUR168,000,000 is intended to enhance the
options of the Company for financing its activities, as described in detail
below, and to enable the Managing Board, with the approval of the Supervisory
Board, to seize flexible and short-term financing opportunities in the interest
of the Company, in particular in case of favourable capital market conditions.
The Bonds shall be issued against cash contributions.
Shareholders will generally be entitled to the statutory subscription rights in
respect of Bonds with option or conversion rights or obligations attached (sec.
221(4) in conjunction with sec. 186(1) German Stock Corporation Act). To the
extent that the shareholders are not allowed to directly subscribe for the
Bonds, the Managing Board may, at its option, offer the Bonds to a credit
institution or a syndicate of credit institutions subject to the obligation to
offer the Bonds to the shareholders for subscription in accordance with their
subscription rights (indirect subscription right within the meaning of sec.
186(5) German Stock Corporation Act).
The authorisation to exclude the subscription right in respect of fractional
amounts enables the use of the requested authorisation through full amounts and
facilitates the settlement of the subscription rights of the shareholders. The
advantage of the authorisation to exclude the subscription right in favour of
the holders or creditors of already issued option or conversion rights or
obligations lies in the fact that the option or conversion price for already
issued option or conversion rights or obligations need not be reduced, thereby
enabling an altogether higher cash inflow. Thus, both cases of exclusion of the
subscription right are in the best interest of the Company and its shareholders.
The Managing Board is further authorised, with the approval of the Supervisory
Board, to completely exclude the shareholders' subscription right if Bonds with
option or conversion rights or obligations are issued at an issue price which is
not materially lower than the market value of such Bonds. This enables the
Company to quickly seize favourable market opportunities on a short-term basis
and, by determining the conditions in accordance with prevailing market terms,
to achieve better terms regarding interest rates and issue price of the Bond. If
the subscription rights were not excluded, any such market-oriented
determination of the conditions and a smooth placement would not be possible.
While sec. 186(2) German Stock Corporation Act permits disclosure of the
subscription price (and thus of the terms and conditions of such Bonds) until
three days prior to the end of the subscription period, considering the
frequently observed volatility on the stock markets, the market risk will still
be immanent for a number of days, which results in safety margins to be deducted
in the determination of the terms and conditions of the Bond, and, eventually,
in conditions which are not based on market terms. Also, the existence of a
subscription right could jeopardise any successful placement with third parties,
or result in additional expenses, due to the uncertainty of the exercise thereof
(subscription behaviour). Finally, the granting of a subscription right would
hinder the Company's ability to respond to favourable or adverse market
conditions on a short-term basis due to the length of the subscription period,
and the Company would instead be subject to declining stock prices during such
period, which, in turn, could deteriorate the Company's options for the raising
of capital.
In this case, sec. 186(3) sentence 4 German Stock Corporation Act shall apply
accordingly pursuant to sec. 221(4) sentence 2 German Stock Corporation Act.
This provision prescribes a limit of 10% of the share capital in respect of
excluded subscription rights which is to be observed according to the
resolution. The amount of conditional capital, which in this case may only be
made available for the purpose of securing option or conversion rights or
obligations, must not exceed 10% of the share capital existing at the time the
authorisation to exclude the subscription right pursuant to sec. 186(3) sentence
4 German Stock Corporation Act comes into force. The resolution on the
authorisation contains a corresponding provision to also ensure that, even in
the case of a capital reduction, the limit of 10% of the share capital is not
exceeded, since the authorisation to exclude the subscription right expressly
prescribes that the 10% limit must not be exceeded whether at the time of coming
into effect or - if such value is lower - at the time of exercise of the present
authorisation. New shares issued from an authorised capital subject to the
exclusion of the subscription right pursuant to sec. 186(3) sentence 4 German
Stock Corporation Act during the term of this authorisation until the issuance
of Bonds with option or conversion rights or obligations without the
subscription right pursuant to sec. 186(3) sentence 4 German Stock Corporation
Act are also to be counted towards the aforesaid 10% limit. Moreover, treasury
shares that are sold subject to the exclusion of the subscription right on the
basis of an authorisation pursuant to sections 71(1) no. 8, 186(3) sentence 4
German Stock Corporation Act and following the adoption of a resolution on the
present authorisation must also be counted towards this limit.
Sec. 186 (3) sentence 4 German Stock Corporation Act further provides that the
issue price must not be materially lower than the quoted price. This provision
is intended to prevent a significant economic dilution of the value of the
shares. Whether or not such dilutive effect will occur in connection with the
issuance of Bonds with option or conversion rights or obligations under
exclusion of subscription rights can be determined by calculating the notional
market value of the Bond in accordance with recognised calculation methods, in
particular, methods of financial mathematics, and comparing such price with the
issue price. If, following due review, such issue price is deemed to be only
insignificantly lower than the notional market value at the time of issuance of
the Bond, the exclusion of subscription rights is deemed permissible in
accordance with the intent and purpose of the provision laid down in sec. 186(3)
sentence 4 German Stock Corporation Act owing to the minor discount. Thus, the
resolution provides that the Managing Board, prior to issuing the Bonds with
option or conversion rights or obligations, upon due review, must determine that
the intended issue price will not cause any significant dilution of the value of
the shares, as the issue price of the Bond is not significantly lower than their
notional market value calculated in accordance with recognised calculation
methods, in particular, methods of financial mathematics. This means that the
notional market value of each subscription right would decrease to almost zero
to the effect that the shareholders will not suffer any significant economic
disadvantages on account of the exclusion of the subscription rights. All this
will ensure that the exclusion of the subscription rights will not cause any
significant dilution of the value of the shares. Furthermore, the shareholders
may maintain their proportionate share in the share capital of the Company even
after exercise of option or conversion rights, or after the option or conversion
obligations have taken effect, at any time by additional purchases of shares
through the stock exchange. On the other hand, the authorisation to exclude
subscription rights enables the Company to determine the conditions in
accordance with prevailing market terms, and to obtain the highest possible
degree of certainty that the Bonds can be placed with third parties and that
favourable short-term market opportunities can be seized.
To the extent that profit participation rights or participating bonds are to be
issued without option rights/obligations or conversion rights/obligations, the
Managing Board shall be authorised, with the approval of the Supervisory Board,
to exclude the subscription right of the shareholders as a whole, if such profit
participation rights or participating bonds have obligation-like features, i.e.
if no membership rights in the Company and no share in the liquidation proceeds
are granted thereunder and further provided that the payable interest is not
calculated by reference to the profit for the financial year, the balance sheet
profit or the dividend. Furthermore, the interest and the issue price of the
profit participation rights and the participating bonds must accord with the
current market conditions prevailing at the time of issue. Where the aforesaid
conditions are fulfilled, the shareholders will not suffer any disadvantages
from the exclusion of the subscription right, because the profit participation
rights or participating bonds grant no membership rights in the Company and no
share in the liquidation proceeds or in the profits of the Company.
The Managing Board and Supervisory Board will carefully examine in each
individual case whether they are making use of the authorisation to exclude the
shareholders' subscription right. This authorisation will only be used if, in
the assessment of the Managing Board and Supervisory Board, this is in the best
interest of the Company and, therefore, of its shareholders.
The conditional capital (up to EUR168,000,000) is required to fulfill delivery
of shares of the Company that may be acquired through the exercise of option or
conversion rights or obligations attached to the Bonds.
A corresponding volume limit as well as the deduction clauses ensure that the
sum of all exclusions of subscription rights in the two existing authorised
capitals and the new Conditional Capital 2013 will not exceed a limit of 20% of
the share capital existing at the time the authorisation to exclude the
subscription right comes into force.
The Managing Board will report on every use of the authorisation to issue Bonds
at the subsequent Annual General Meeting.
Heidelberg, March 2013
HeidelbergCement AG
The Managing Board
This is a convenience translation of the German invitation to the Annual General
Meeting. Only the German version of this document is legally binding.
Further inquiry note:
Andreas Schaller
+49 (0)6221/481-13 249
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