SAF-HOLLAND SE: Extraordinary General Meeting passes the resolution to transfer the registered office to Germany
SAF-HOLLAND SE: Extraordinary General Meeting passes the resolution to transfer the registered office to Germany
- New registered office: Bessenbach
- Conversion to a dualistic board system with a Management Board and a Supervisory Board
- Proposed candidates elected to the Supervisory Board
- Share capital increased and new authorized capital approved
Luxembourg, May 20, 2020. The two Extraordinary General Meetings of SAF-HOLLAND SE today passed, by a large majority, the most important resolutions proposed to the shareholders - a capital increase from Company funds, the terms of transfer and the new version of the articles of association of SAF-HOLLAND SE contained therein, with the future registered office in Bessenbach, Germany.
Dr. Martin Kleinschmitt, Chairman of the Board of Directors of SAF-HOLLAND SE says: "Transferring the registered office concludes the spatial consolidation of the registered office of SAF-HOLLAND SE, as the holding company, with the operating functions of SAF-HOLLAND GmbH. This will make it easier to manage the SAF-HOLLAND Group overall and at the same time lead to cost-savings. Moreover, transferring the registered office to Germany will result in the Company having its registered office in the country in which its shares are listed. As a next step, it is planned to simplify the legal structure of the Group."
Conversion to a dualistic board system with a Management Board and a Supervisory Board
Within the framework of the new articles of association, the board system of the Company will be converted from a monistic system to the dualistic system customary in Germany, consisting of a Management Board as the management body and a Supervisory Board as the surveillance authority. The transition will be executed upon the entry of SAF-HOLLAND SE in the commercial register at the Local Court in Aschaffenburg.
Proposed candidates elected to the Supervisory Board
The future Supervisory Board of SAF-HOLLAND SE will comprise the former members of the Board of Directors, Ingrid Jägering, Dr. Martin Kleinschmitt, Martina Merz and Carsten Reinhardt. The Deputy Chairman of the Management Board of Webasto SE, Matthias Arleth, will join the Supervisory Board as a new member. The members of the Supervisory Board are elected for four years.
Share capital increased and new authorized capital approved
As a result of the resolved capital increase from Company funds, the Company's share capital now amounts to EUR 45,394,302.00 and is divided into 45,394,302 nominal value shares with a nominal value of EUR 1.00 each. The articles of association authorize the Management Board, with the approval of the Supervisory Board, to increase the share capital by a total of up to 50 per cent until May 2025. In principle, the new shares shall be offered to the Company's shareholders for subscription. However, the Management Board is under certain circumstances authorized, with the approval from the Supervisory Board, to exclude the subscription rights of the shareholders.
Annual General Meeting approves all proposed resolutions
Immediately prior to the two Extraordinary Shareholder Meetings, the fourteenth Annual General Meeting approved all the resolutions proposed to it by the Board of Directors by a large majority. These included in particular the presentation of the financial statements and the consolidated financial statements for the financial year 2019, including the management report and the Group management report as well as the report of the independent auditor, discharge of the members of the Board of Directors and the approval to appoint Ingrid Jägering to this supervisory body. The Annual General Meeting also discharged the auditor, PricewaterhouseCoopers Société coopérative, for the 2019 financial year, who was then reappointed as the auditor for the 2020 financial year until the transfer of the registered office to Germany has legally taken effect.
The voting results of the Annual General Meeting and the two extraordinary general meetings can be viewed on the website of the SAF-HOLLAND Group at:
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-general-meeting/2020
https://corporate.safholland.com/en/investor-relations/general-meeting/extraordinary-general-meeting/2020
About SAF-HOLLAND
SAF-HOLLAND SE, located in Luxembourg, is the largest independent listed commercial vehicle supplier in Europe and primarily supplies the trailer markets. With sales of around EUR 1,284 million in 2019, the Company is one of the leading international manufacturers of chassis-related assemblies and components, primarily for trailers but also for trucks, buses, and recreational vehicles. In addition to axle and suspension systems, the product range includes fifth wheels, coupling systems, kingpins and landing legs, which are sold under the SAF, Holland, Neway, KLL, V.Orlandi and York brands. SAF-HOLLAND supplies original equipment manufacturers (OEM) on six continents. In the Aftermarket business, the Group supplies replacement parts to manufacturers' service networks (OES) and, with the help of distribution centers, to end customers and service centers via an extensive global sales network. SAF-HOLLAND has a broad international base and is present in almost all markets worldwide. With the innovation offensive "SMART STEEL - ENGINEER BUILD CONNECT", SAF-HOLLAND combines mechanics with sensors and electronics and is driving forward the digital networking of commercial vehicles and logistics chains. Around 3,500 committed employees worldwide are already working on the future of the transport industry today.
Contact
Michael Schickling
Director Investor Relations and Corporate Communications
Tel: +49 (0) 6095 301 617
michael.schickling@safholland.de
Future-oriented statements
This press release contains certain future-oriented statements that are based on current assumptions and forecasts made by the management of SAF-HOLLAND SE. Various known and unknown risks, uncertainties and other factors may lead to the actual results, financial position, development or performance of the company deviating considerably from the appraisals specified here. The company assumes no obligation to update future-oriented statements of this nature or adapt them to future events or developments.
Note
This announcement is for information purposes only and does neither constitute an offer to sell, purchase, exchange or transfer any securities nor a solicitation of any offer to sell, purchase, exchange or transfer any securities. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. SAF-HOLLAND SE does not intend to register any securities referred to herein under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with this announcement.