INVITATION TO THE ANNUAL GENERAL MEETING

Transcription

1 67433 Neustadt an der Weinstrasse ISIN DE INVITATION TO THE ANNUAL GENERAL MEETING We hereby invite our shareholders to attend our Annual General Meeting to be held at Jugendstil-Festhalle Landau, Mahlastrasse 3, Landau in der Pfalz at a.m. on Friday, July 6, 2018

2 AGENDA 1. Presentation of the annual financial statements and the consolidated financial statements approved respectively by the Supervisory Board for the 2017/2018 financial year, the combined management report for and the Group, the report of the Supervisory Board, and the explanatory report of the general partner in respect of the disclosures made pursuant to 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch HGB) ; resolution on the adoption of the annual financial statements of for the 2017/2018 financial year. The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the general partner in accordance with 171 of the German Stock Corporation Act (Aktiengesetz AktG). Pursuant to 286 (1) AktG, the Annual General Meeting passes a resolution on the adoption of the annual financial statements. The aforementioned documents are also to be made available to the Annual General Meeting without any further resolution required in this respect. The general partner and the Supervisory Board propose the adoption of the annual financial statements in the version presented in which a net profit of 24,000, is reported. 2. Resolution on the appropriation of net profit for the 2017/2018 financial year The general partner and the Supervisory Board propose to appropriate the net profit reported for the 2017/2018 financial year amounting to 24,000, as follows: Distribution of a dividend of 1,50 per no-par ordinary share for 16,000,000 ordinary shares 24,000, Should hold any treasury stock upon such resolution being adopted by the Annual General Meeting, then pursuant to the German Stock Corporation Act (AktG) such shares shall have no dividend entitlement. Sums attributable to no-par ordinary shares without dividend entitlement will be carried forward. 3. Resolution on approval of general partner s actions in the 2017/2018 financial year The general partner and Supervisory Board propose to formally approve the actions of the general partner in the 2017/2018 financial year for this period. 4. Resolution on approval of Supervisory Board members actions in the 2017/2018 financial year The general partner and Supervisory Board propose to formally approve the actions of the members of the Supervisory Board in the 2017/2018 financial year for this period. 5. Election of auditors and group auditors for the 2018/2019 financial year The Supervisory Board proposes the election of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as auditors and group auditors for the 2018/2019 financial year. This proposal is based on a corresponding recommendation made by the Audit Committee. 6. Election of auditors for the audit review of the half-year financial report for the 2018/2019 financial year The Supervisory Board proposes the election of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, for the audit review of the condensed interim consolidated financial statements and interim management report for the first half of the 2018/2019 financial year pursuant to 115 (5) and 117 No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz WpHG). This proposal is based on a corresponding recommendation made by the Audit Committee. 2

3 7. Election of Supervisory Board The term in office of all Supervisory Board members expires upon the conclusion of the Annual General Meeting on July 6, Pursuant to 96 (1) final sub-paragraph and 101 (1) AktG in conjunction with 9 (1) of the Articles of Association, the Supervisory Board consists of six members, all of which are to be elected by the Annual General Meeting. Based on a corresponding proposal submitted by its Nomination Committee, the Supervisory Board proposes electing the candidates listed below under letters a) to f) as members of the company s Supervisory Board. Pursuant to 9 (2) of the Articles of Association, such candidates are to be elected for a term lasting until the conclusion of the Annual General Meeting releasing them from responsibility for the fourth financial year following the beginning of their term in office, not counting the year in which the term in office begins: a) Dr. John Feldmann, Supervisory Board Chairman, KION GROUP AG, Frankfurt am Main, resident in Mannheim b) Erich Harsch, CEO, dm-drogerie markt GmbH & Co. KG, Karlsruhe, resident in Ettlingen c) Martin Hornbach, Managing Partner, Corivus Gruppe GmbH, Neustadt/Weinstrasse, resident in Neustadt/Weinstrasse d) Simone Krah, (Managing) President, MMM-Club e.v., Wettenberg, resident in Wehrheim e) Melanie Thomann-Bopp, CFO, Sonova Retail Deutschland GmbH, Dortmund, resident in Münster f) Dr. Susanne Wulfsberg, Veterinary Surgeon, resident in Neritz. It is intended to hold the elections to the Supervisory Board on an individual basis. Pursuant to Point Sentence 3 of the German Corporate Governance Code, it is pointed out that Dr. John Feldmann is to be proposed as candidate for the Supervisory Board Chairman. The proposals take due account of the objectives adopted by the Supervisory Board on December 20, 2017 in respect of its composition and endeavor to comply with the collective competence profile adopted for the Supervisory Board. The Supervisory Board has made sure with the nominated candidates hereby proposed for election as Supervisory Board members that they have sufficient time available to discharge their duties. The following information is provided in respect of Point (6) to (8) of the German Corporate Governance Code in its version dated February 7, 2017: The candidates hereby proposed have the following personal and/or business relations with the company, the governing bodies of the company, and any shareholder with a material interest in the company: a) Dr. John Feldmann: None b) Erich Harsch: None c) Martin Hornbach: a. Personal relations - Second cousin of CEO Albrecht Hornbach and Supervisory Board member Dr. Susanne Wulfsberg b. Business relations - Co-director of Hornbach Familien-Treuhandgesellschaft mbh, Annweiler, which pools and represents 6,000,000 ordinary shares (37.5 %) of the voting capital in and owns 100 % of the shares in HORNBACH Management AG (general partner of ). d) Simone Krah: None e) Melanie Thomann-Bopp: None 3

4 f) Dr. Susanne Wulfsberg: a. Personal relations - Sister of CEO Albrecht Hornbach and second cousin of Supervisory Board member Martin Hornbach b. Business relations - Co-director of Hornbach Familien-Treuhandgesellschaft mbh, Annweiler, which pools and represents 6,000,000 ordinary shares (37.5 %) of the voting capital in and owns 100 % of the shares in HORNBACH Management AG (general partner of ). Further disclosures about Supervisory Board candidates proposed for election a) Dr. John Feldmann Born in: 1949 Nationality: German Studies in chemistry at the University of Hamburg, graduating with doctorate Various management functions at CPC Europe Ltd (from 1986: Grupo Ferruzzi) Various management positions at BASF AG, responsible for marketing, strategic planning, and the South and South-East Asia region Member of Executive Board at BASF SE Chairman of Board of Hertie Foundation Membership of statutory supervisory boards: HORNBACH Baumarkt AG - group mandate - HORNBACH Management AG - group mandate - KION Group AG (Chairman) No membership of comparable German and foreign control bodies. Given his longstanding activity as a member of the executive and/or supervisory boards of international listed industrial companies, Dr. John Feldmann has gained extensive experience in strategic and operative corporate management. In particular, Dr. Feldmann has clear expertise in strategic planning and corporate development. Furthermore, he can contribute his expertise in company boards and corporate governance to the work of the Supervisory Board. b) Erich Harsch Born in: 1961 Nationality: Austrian System analyst at dm-drogerie markt GmbH & Co. KG Head of IT application development at dm-drogerie markt GmbH & Co. KG since 1992 Managing Director of dm s IT subsidiary Filiadata and member of dm s management, initially as authorized representative and from 2003 as Managing Director since 2008 CEO at dm-drogerie markt GmbH & Co. KG Membership of statutory supervisory boards: HORNBACH Baumarkt AG - group mandate - HORNBACH Management AG - group mandate - Membership of comparable German and foreign control bodies: dm drogerie markt GmbH, Wals/Austria 4

5 As CEO of dm-drogerie markt GmbH & Co. KG, Erich Harsch has longstanding and outstanding expertise in the retail sector. In particular, Mr. Harsch can contribute his far-reaching experience in the fields of strategic alignment, market positioning, and the further development of retail concepts both in stationary retail and in e- commerce to the work of the Supervisory Board. c) Martin Hornbach Born in: 1954 Nationality: German Studies at colleges in Karlsruhe, Mannheim and Ludwigshafen, graduate in industrial engineering Head of organization and IT at Röhrenlager Mannheim AG Head of strategy and IT consulting division at management consultants CSC Ploenzke Employee in IT and logistics department at HORNBACH Baumarkt AG; member of Board of Management responsible for this area from 1998 since 2001 Managing Partner at Corivus Gruppe GmbH Partner, strategy consultant, and since 2008 member of Executive Board at Corivus AG Managing Director at Sanrivus GmbH Membership of statutory supervisory boards: Corivus AG (Chairman) HORNBACH Baumarkt AG - group mandate - Membership of comparable German and foreign control bodies: Corivus Swiss AG (Chairman of Administrative Board) Martin Hornbach has longstanding experience as a strategy and management consultant, particularly in the fields of logistics and IT. As a former member of the Board of Management of HORNBACH Baumarkt AG, Mr. Hornbach has in-depth knowledge of the Group. d) Simone Krah Born in: 1974 Nationality: German Studies in political sciences/medieval and modern history at Justus-Liebig-Universität Giessen and Rheinische Friedrichs-Wilhelms-Universität Bonn, graduating with an M.A Professional training at Fuldaer Zeitung Assistant at Hessen s State Chancellery in Wiesbaden, specializing in press and public relations Managing Member of the Presidium, MMM-Club e.v. since 2013 (Managing) President of MMM-Club e.v. No membership of statutory supervisory boards or comparable German and foreign control bodies. As President of the MMM-Club (Modern Market Methods), Simone Krah is extremely familiar with the latest developments in the consumer goods industry. One core aspect of her activity involves sharing experiences with 5

6 the latest trends and topics in the retail sector and with state-of-the-art approaches to retail and sales. Ms. Krah can contribute this expertise to the work of the Supervisory Board. e) Melanie Thomann-Bopp Born in: 1978 Nationality: German Studies in business administration at Westfälische Wilhelms-Universität Münster, graduating with a master s degree Douglas-Holding AG, project manager, Organization/Internal Consulting department Douglas-Holding AG, Director of Organization/Internal Consulting department Douglas-Holding AG, Director of Group Development department Parfümerie Douglas GmbH, Director of Business Development CHRIST Juweliere und Uhrmacher GmbH, CFO / Commercial Director since 2018 Sonova Retail Deutschland GmbH, CFO No membership of statutory supervisory boards or comparable German and foreign control bodies. Melanie Thomann-Bopp has far-reaching expertise and experience in all areas of finance. In particular, these include financial reporting, planning, controlling, and risk management. In her career, she has held various management positions at retail companies and, based on this experience, is absolutely familiar with the retail sector. Ms. Thomann-Bopp can contribute in-depth knowledge and expertise in the strategic alignment and development of companies to the work of the Supervisory Board. f) Dr. Susanne Wulfsberg Born in: 1960 Nationality: German Studies in veterinary medicine in Munich followed upon graduation by doctorate in Hanover since 2001 Director of Floggensee Stud, Tierärztin Membership of statutory supervisory boards: HORNBACH Management AG (Deputy Chairman) - group mandate - No membership of comparable German and foreign control bodies. Dr. Susanne Wulfsberg has longstanding experience in business and in working on company boards. Given her previous activity on the Supervisory Board, she is absolutely familiar with our company and the challenges it faces. 6

7 Notes regarding the Agenda Items The approved annual financial statements of for the 2017/2018 financial year, the approved consolidated financial statements for the 2017/2018 financial year, the combined management report for and the Group, and the explanatory report of the general partner in respect of the disclosures made pursuant to 289a (1) and 315a (1) HGB, the report by the Supervisory Board on the 2017/2018 financial year, which was adopted by the Supervisory Board and signed by the chairman of the Supervisory Board, as well as the proposal by the general partner and the Supervisory Board on the utilization of unappropriated net profit, have been available pursuant to 175 (2) Sentence 4 AktG and 124a AktG at the HORNBACH Group's website under Investor Relations > Corporate Events > Annual General Meetings ( since the date on which the Annual General Meeting was convened and will be available for inspection at the Annual General Meeting on July 6, Conditions for attending the Annual General Meeting and for exercising voting rights Pursuant to Article 20 (1) of the Articles of Association, to be entitled to attend the Annual General Meeting and exercise their voting rights, shareholders must have registered and submitted proof of their shareholding to the company in good time ahead of the Annual General Meeting. In order to provide proof of shareholding, a certification issued in text form in German or English by the depository financial institution and valid as of the beginning of the 21 st day prior to the Annual General Meeting, i.e., Friday, June 15, 2018, hours, ( record date ) will be sufficient. Both the registration and the proof of shareholding must have been received by the company at least six days prior to the Annual General Meeting (not counting the date of the Annual General Meeting and the date of receipt), i.e. by the latest on Friday, June 29, 2018, 24:00 hours, at the following address, fax number, or address: c/o HV-Management GmbH Pirnaer Strasse Mannheim Fax: +49 (0) anmeldestelle@hv-management.de The company is entitled to request further appropriate proof should it have any doubts as to the correctness or authenticity of the proof. Should such proof not be provided, or not in suitable form, then the company is entitled to reject the shareholder in question pursuant to Article 20 (3) of the Articles of Association. Significance of the record date From the perspective of the company, only those persons or institutions having presented proof of shareholding are deemed as shareholders entitled to attend the Annual General Meeting and exercise their voting rights. The right to attend the Annual General Meeting and scope of voting rights are measured solely in terms of the shareholding held by the shareholder at the record date. The record date does not involve any restriction on the disposability of such shareholding. Even when such shareholding is disposed of completely or in part following the record date, shareholders participation and the scope of their voting rights are based solely on the shareholding held by the shareholder on the record date, i.e. disposals or other assignments of shares following the record date have no implications for their entitlement to attend the Annual General Meeting and the scope of their voting rights. The same applies for the acquisition of shares or any increase in the number of shares held following the record date. Persons not yet holding any shares as of the record date and only becoming shareholders subsequently are not entitled to attend or exercise any voting rights, unless they have been authorized as proxies or empowered to exercise such rights. The record date has no implications for dividend entitlement. 7

8 Proxy voting procedures Shareholders not wishing to attend the Annual General Meeting in person are entitled to have their voting rights exercised by an authorized party, e.g. the depository bank, a shareholders association, or a person of their choice, or by the voting proxy appointed by the company. In these cases as well, shareholders must register for the Annual General Meeting in due time and submit proof of their shareholding in accordance with the aforementioned requirements. The issuance of a power of attorney, its revocation and the proof of authorization vis-à-vis the company must be made in text form, unless the authorized party is a financial institution, a shareholders association or any other equivalent person or institution pursuant to 135 AktG. Powers of attorney may be issued vis-à-vis the company or the authorized party. When issued vis-à-vis the authorized party, proof of such must be provided to the company. This proof can be made by the authorized party presenting the power of attorney at the entry desk on the date of the Annual General Meeting or by the proof of the authorization being communicated to the company by post, fax, or to the following address: c/o HV-Management GmbH Pirnaer Strasse Mannheim Fax: +49 (0) vollmacht@hv-management.de A form for issuing or revoking powers of attorney and submitting proof of such authorization is available for download from the HORNBACH Group s website under Investor Relations > Corporate Events > Annual General Meetings ( Upon request, a text form version of this form will be forwarded to each shareholder. Should a shareholder authorize more than one person, the company is entitled to reject one or more such persons. Financial institutions, shareholders associations and the other equivalent persons and institutions pursuant to 135 AktG may stipulate different requirements for the form of power of attorney used to authorize them. In such cases, shareholders are requested to agree the form and procedure for issuing powers of attorney in good time with the person or institution to be authorized. As an additional service, we provide our shareholders with the option of being represented in accordance with their instructions at the Annual General Meeting by a voting proxy appointed by the company. This proxy exercises voting rights on the exclusive basis of the instructions issued by the shareholder. Please note that voting proxies cannot accept any instructions to make statements, pose questions or submit motions. Further details about the relevant procedures will be forwarded together with your admissions ticket. Powers of attorney issued to the voting proxy appointed by the company, as well as any revoking of such powers of attorney and instructions for the voting proxy, must have been received at the above address, fax number or address at the latest by Thursday, July 5, 2018, 18:00 hours. After this, it is no longer possible to amend those powers of attorney and voting instructions already issued. In addition, shareholders who attend the Annual General Meeting but have to leave prior to voting also have the option upon leaving of issuing a power of attorney and specific instructions for the exercising of their voting rights to a voting proxy appointed by the company. To do this, they should use the form included on the ballot. Shareholders rights: minority motions pursuant to 122 (2) AktG Pursuant to 122 (2) AktG, shareholders whose combined shareholdings are equivalent to one twentieth of the share capital or a prorated amount of 500, are entitled to request that items be added to the agenda and announced. Such requests must be received by the company at least 30 days prior to the Annual General Meeting (not counting the date of the Annual General Meeting and the date of receipt), and thus at the latest by Tuesday, June 5, 2018, 24:00 hours. Such requests must be addressed in writing to the general partner of HORNBACH Holding AG & Co. KGaA. Please use the following address: 8

9 General Partner HORNBACH Management AG Board of Management Le Quartier Hornbach Neustadt an der Weinstrasse Each new agenda item must be accompanied by a substantiation or a draft resolution. The respective shareholders are required by 122 (2) and (1) Sentence 3 AktG to submit documentary evidence that they have owned the shares for at least 90 days prior to the company receiving the motion (not counting the date of receipt) and that they will hold the shares until the general partner decides on the motion. Shareholders' rights: countermotions and election proposals pursuant to 126 (1) and 127 AktG Shareholders may submit countermotions to any proposal made by the management concerning a specific agenda item. Shareholders may also propose candidates for election as auditors and or Supervisory Board members. Shareholders are requested to communicate any countermotions and election proposals exclusively to the following address, fax number or address: Investor Relations/Hauptversammlung Le Quartier Hornbach Neustadt an der Weinstrasse Fax: +49 (0) gegenantraege.holding@hornbach.com The company will publish any countermotions and election proposals requiring publication and received at the aforementioned address, fax number or address at the latest on Thursday, June 21, 2018, 24:00 hours, together with the shareholder s name, any substantiation provided and any statement to be made by the management, on the HORNBACH Group s online communications platform at The company may forego publication of a countermotion and its substantiation if the conditions set out in 126 (2) AktG apply, specifically if publication of such by the general partner would constitute a criminal offense, if the countermotion would lead to a resolution at the Annual General Meeting that would infringe the law or the Articles of Association, if the substantiation contains obviously incorrect or misleading information in material aspects, or if it contains insulting material, if a countermotion submitted by the shareholder on the same issue has already been published in connection with an Annual General Meeting of the company pursuant to 125 AktG, if the same countermotion submitted by the shareholder with basically the same substantiation has already been published by the company in connection with at least two Annual General Meetings pursuant to 125 AktG in the past five years and such countermotion was subsequently supported by less than one twentieth of the share capital represented at the Annual General Meeting, if it is apparent that the shareholder does not intend to attend or be represented at the Annual General Meeting, or if the shareholder did not propose a countermotion previously communicated, or have such countermotion proposed by others, at two Annual General Meetings in the past two years. Substantiations of countermotions do not have to be published when they exceed a total of 5,000 characters in length. The above paragraphs apply mutatis mutandis to proposals submitted by shareholders for the election of auditors and/or Supervisory Board members. Apart from those cases set out in 126 (2) AktG, the general partner may also forgo publication of election proposals submitted by shareholders when they do not include the name, profession exercised, and town/city of residence of the auditors and/or Supervisory Board members thereby proposed, as well as disclosures on their membership of other statutory supervisory bodies in the case of candidates proposed for election to the Supervisory Board. Disclosures on membership of comparable supervisory bodies at companies in Germany and abroad should also be appended. Shareholders rights: right to information pursuant to 131 (1) AktG Pursuant to 131 (1) AktG, each shareholder is entitled upon request to receive information from the general partner on matters relating to the company at the Annual General Meeting, provided that such information is necessary for the appropriate assessment of the respective agenda item. This duty to provide information also includes the company s legal and business dealings with affiliated companies, as well 9

10 as the situation of the Group and the companies included in the consolidated financial statements, as the consolidated financial statements and group management report are also presented to the Annual General Meeting under Agenda Item 1. For the reasons outlined in 131 (3) AktG, the general partner may refuse to answer individual questions, for example if the disclosure of such information may, based on prudent business judgment, create a not inconsiderable disadvantage for the company or one of its affiliated companies. Pursuant to Article 21 (3) of the Articles of Association, the Chairman of the Meeting may impose a reasonable limit on the time allocated to both statements and questions by shareholders. In particular, he may impose a reasonable limit on the duration of the entire Annual General Meeting, on the treatment of individual agenda items, and on individual statements and questions. Further explanations and information on the company s website The information for the Annual General Meeting required by 124a AktG is available to shareholders at the HORNBACH Group s website under Investor Relations > Corporate Events > Annual General Meetings ( As soon as the Annual General Meeting has been convened, the further explanations of shareholders rights required by 122 (2), 126 (1), 127, and 131 (1) AktG are also available there. Total number of shares and voting rights upon the convening of the Annual General Meeting Upon the convening of the Annual General Meeting, the company s share capital of 48,000,000 is divided into 16,000,000 no-par ordinary shares. Each no-par ordinary share grants one vote, meaning that at the time the Annual General Meeting was convened, there were 16,000,000 voting rights in accordance with the Articles of Association. The company is not entitled to exercise any voting rights attributable to treasury stock; the company did not hold any treasury stock upon the convening of the Annual General Meeting. Neustadt, May 2018 HORNBACH Management AG (General Partner) The Board of Management 10