Strong approval of agenda items at the Annual General Meeting of SAF-HOLLAND S.A.
- Dividend for the 2016 financial year increases by 10% to EUR 0.44 per share
- Carsten Reinhardt appointed to Board of Directors; appointment of Jack Gisinger is approved
- Authorized Share Capital and the authorization of the share buy-back program renewed for an additional five years
Luxembourg, April 27, 2017 - Today's Annual General Meeting of SAF-HOLLAND S.A. approved all of the Board of Director's proposals contained in the agenda items by a large majority. These included the presentation of the statutory financial statements and the consolidated financial statements for the 2016 financial year, together with the statutory management report and group management report, as well as the auditor's report and the discharge of the members of the Board of Directors. The Annual General Meeting also discharged the auditors, PricewaterhouseCoopers Société coopérative, for the 2016 financial year and reappointed them as the auditors for the current 2017 financial year.
Shareholders resolve a dividend increase of 10% to EUR 0.44 per share
In keeping with SAF-HOLLAND's sustainable dividend policy of distributing between 40% and 50% of the available net earnings to shareholders, the Annual General Meeting resolved a 10% higher dividend of EUR 0.44 per share (previous year: EUR 0.40) for the 2016 financial year. This amount is equivalent to a total distribution of EUR 20.0 million (previous year: EUR 18.1 million) and represents a payout ratio of 46.4% (previous year: 38.6%) of available net earnings.
Jack Gisinger and Carsten Reinhardt are new members of the Board of Directors
Carsten Reinhardt was appointed to the Board of Directors by the Annual General Meeting at the proposal of the Board of Directors. Jack Gisinger, who has been an associate member of the Board since December 6, 2016, had his appointment approved by the Annual General Meeting. Both gentlemen are appointed until the Annual General Meeting that resolves on the annual accounts for the 2019 financial year. Bernhard Schneider and Sam Martin resigned from the Board of Directors with effect at the end of the Annual General Meeting. Bernhard Schneider had been a member of the Board since 2007 and the Board's Chair since 2009 and Sam Martin had been a member since 2011. The Board of Directors elected Martina Merz as the new Chair of the Board of Directors after the Extraordinary General Meeting. Ms. Merz has been serving as the Board's Vice Chair already since April 2016. Dr. Martin Kleinschmitt was elected Vice Chair of the Board of Directors.
Extraordinary General Meeting renews the term for Authorized Share Capital
The Extraordinary General Meeting, which took place directly after the Annual General Meeting, resolved to renew the period of the Company's Authorized Share Capital. According to this resolution, the authorization for the Remaining Amount of the existing Authorized Share Capital I in the amount of EUR 119,588.52 (corresponding to 11,958,852 shares with a par value of EUR 0.01) was renewed for a period of five years. In addition, the option to exclude the preferential subscription rights was granted for a partial amount of EUR 45,361.11 (4,536,111 shares) of this Remaining Amount.
In addition, the Extraordinary General Meeting renewed the Company's authorization for the share buy-back program amounting to up to 10% of the share capital at the time of the resolution for a period of five years.
The Board of Director's proposal to amend the Company's Articles of Association so that a two-thirds majority would be necessary for the dismissal of a member of the Board of Directors did not receive the required two-thirds majority.
The voting results of the Ordinary and Extraordinary General Meeting 2017 are available on the corporate website of SAF-HOLLAND at: