1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the combined management report for DOUGLAS HOLDING AG and the Group for the financial year from October 1, 2010 to September 30, 2011 (including explanatory com-ments on the disclosures made under § 289 (4) and (5) and § 315 (4) of the German Commercial Code HGB), and the report of the Supervisory Board
2. Resolution on the appropriation of net income for the financial year from October 1, 2010 to September 30, 2011
The Executive Board and the Supervisory Board propose that the unappropriated
net income amounting to Euro 44,000,000.00 be appropriated as follows:
a. One amount of Euro 43,377,088.70 to be distributed as a dividend of Euro 1.10 per share with dividend entitlement
b. The remaining amount of Euro 622,911.30 to be carried forward.
The dividend is due for payment from March 22, 2012.
3. Resolution on the approval of the actions of the Executive Board for the financial year from October 1, 2010 to September 30, 2011
The Executive Board and the Supervisory Board propose the approval of the actions of the members of the Executive Board for the financial year from October 1, 2010 to September 30, 2011.
4. Resolution on the approval of the actions of the Supervisory Board for the financial year from October 1, 2010 to September 30, 2011
The Executive Board and the Supervisory Board propose the approval of the actions of the members of the Supervisory Board for the financial year from October 1, 2010 to September 30, 2011.
5. Election of the auditor for the financial year from October 1, 2011 to September 30, 2012
Consistent with the recommendation made by its Audit Committee, the Supervisory Board pro-poses the election of RBS RoeverBroennerSusat GmbH & Co. KG, Domstrasse 15, 20095 Hamburg, as auditors for the financial year from October 1, 2011 to September 30, 2012. This audit company will also perform audit reviews of interim financial reports, should any such audit reviews be commissioned.
Participation in the Annual General Meeting:
To be entitled to participate in the Annual General Meeting and exercise their voting rights, share-holders must register in written form (§ 126b BGB) and submit documentary evidence of their shareholding at the central registration office of DOUGLAS HOLDING AG at the following address by the end of March 14, 2012:
DOUGLAS HOLDING AG
c/o WestLB AG
represented by dwpbank
Annual General Meeting/Hauptversammlung
Wildunger Strasse 14
60487 Frankfurt am Main
Fax: +49(0)69/ 50991110
The documentary evidence for the shareholding must refer to the beginning of February 29, 2012 (evidence date). Such confirmation must be provided by the account-holding bank in written form (§ 126b BGB) and formulated in German or English.
Only those shareholders who provide documentary evidence of their shareholding within the respective deadline shall be deemed to be shareholders for the purposes of participating in the Annual General Meeting and exercising their voting rights. Alongside the registration requirement, entitlement to participate in the Annual General Meeting and the scope of voting rights shall be based exclusively on the documented shareholding as of the evidence date. The evidence date does not involve any restriction on the disposal of shares. Disposals executed subsequent to the evidence date have no implications on authorization to participate in the Annual General Meeting and exercise voting rights. Persons not owning any shares on the evidence date and only becoming shareholders subsequently are not entitled to participate in or exercise any voting rights at the Annual General Meeting. The evidence date has no implications for dividend entitlement.
To register, shareholders should fill in the admissions ticket order forms forwarded to them via their account-holding bank and return them to their bank in good time and in accordance with the banks requirements. The account-holding bank will undertake the registration and simultaneously forward the documentary evidence of the shareholding to the central registration office of DOUGLAS HOLDING AG referred to above, which will then forward such registration and the documentary evidence of the shareholding to the company.
Each shareholder thereby registered on time will receive an admissions ticket,
which will also include a form for issuing a power of attorney for casting votes
at the Annual General Meeting.
The Executive Board has explicitly authorized the communication of notifications made pursuant to § 125 (1) and (2) AktG in paper form (§ 15 (4) of the companys Articles of Association).
Shareholders not wishing to attend the Annual General Meeting in person may have their voting rights exercised by a voting proxy, or by a bank or shareholders association, on the basis of a corre-sponding authorization.
In cases where shareholders authorize persons other than a bank, a shareholders association or the other persons or institutions listed in § 135 (8) AktG or § 135 (10) in conjunction with § 125 (5) AktG, the issuing of such power of attorney, its revocation and documentary evidence of such authorization must be provided to the company in written form (§ 126b BGB) in accordance with the requirements of German stock corporation law.
The power of attorney and its revocation may either be forwarded to the aforementioned registra-tion address (including fax) or issued to the authorized party. When the power of attorney is issued to the authorized party, documentary evidence of such authorization must be provided to the com-pany in written form (§ 126b BGB). This may be provided by presenting the power of attorney at the entrance on the day of the Annual General Meeting, by forwarding the documentary evidence to the aforementioned registration address (including fax), or by forwarding the documentary evidence of such authorization to the following e-mail address: firstname.lastname@example.org
We would point out that in cases where powers of attorney are to be issued to banks, shareholders associations or other persons or institutions listed in § 135 (8) AktG or § 135 (10) in conjunction with § 125 (5) AktG, such persons or institutions may require a special form of power of attorney as they are obliged by § 135 AktG to retain verifiable proof of such power of attorney. Should you wish to issue powers of attorney to a bank, a shareholders association or any other equivalent institution or person pursuant to § 135 (8) AktG or § 135 (10) in conjunction with § 125 (5) AktG, please therefore agree the respective approach with the institution or person concerned. No separate evidence of such authorization is required in this case.
As in previous years, as a special service the company provides its shareholders with the opportunity of issuing powers of attorney in advance of the Annual General Meeting to voting proxies appointed by the company and required to act on shareholders instructions.
Shareholders wishing to issue such powers of attorney to voting proxies appointed by the company will require an admissions ticket for the Annual General Meeting to do so. This may be obtained from the account-holding bank. To ensure that admissions tickets are received on time, orders should be submitted to the account-holding bank as early as possible.
When powers of attorney are issued to voting proxies appointed by the company, these must in all cases be provided with instructions as to how the voting rights are to be exercised. The voting prox-ies are obliged to vote in line with such instructions. To enable the voting proxy to act in accordance with the respective powers of attorney and instructions at the Annual General Meeting, these must be submitted to the voting proxy in good time, if possible by midnight at the end of March 20, 2012. Powers of attorney and instructions to voting proxies must also be forwarded to the address stated in the Participation in the Annual General Meeting section.
Shareholders wishing to authorize voting proxies are requested to issue their powers of attorney on the form provided by the company for this purpose. The form for issuing powers of attorney and second-level proxies can be found on the reverse side of the admissions tickets. Furthermore, shareholders may download the form required to issue powers of attorney from the companys website at www.dhag-hv.com or request the form free of charge from the company. Should a shareholder authorize more than one person, the company may reject one or several such persons. Shareholders will receive further information about voting proxies from their account-holding banks along with the admissions ticket for the Annual General Meeting. Information about proxy voting is also available to our shareholders at the internet address www.dhag-hv.com.
Documents for the Annual General Meeting and information pursuant to §
The documents referred to in Agenda Item 1 and the information provided pursuant to § 124a AktG are available at the internet address www.dhag-hv.com. Furthermore, the documents referred to in Agenda Item 1 will also be available at the venue for inspection during the Annual General Meeting.
Countermotions and election proposals:
Shareholders may submit countermotions to the company concerning any proposal made by the Executive and Supervisory Boards in respect of any specific agenda item and may also submit elec-tion proposals. Countermotions and election proposals must be directed exclusively to the following address:
DOUGLAS HOLDING AG
c/o Haubrok Corporate Events GmbH
Landshuter Allee 10
Fax: +49 (0)89 21027 298
Countermotions and election proposals sent to other addresses will not be considered.
Countermotions and election proposals will be published on the internet at www.dhag-hv.com, together with any statement by the management, immediately upon receipt, provided that they are received by the company not later than midnight at the end of March 6, 2012 and the further requirements for publication set out in § 126 and § 127 AktG are also met.
Petitions for additions to the agenda pursuant to § 122 (2) AktG
Shareholders whose combined shares represent one twentieth of the share capital or a prorated amount of Euro 500,000 are entitled to request that items be included in the agenda and announced. Such requests must be addressed to the companys Executive Board (address: DOUGLAS HOLDING AG, Vorstand, Kabeler Strasse 4, 58099 Hagen) in written form (§ 126b BGB) and must have been received by the company at the latest by midnight at the end of February 19, 2012. Each new item must be accompanied by a substantiation or a proposed resolution. The petitioners must provide documentary evidence that the shares have been in their ownership for at least three months prior to the date of the Annual General Meeting (i.e. at least since December 21, 2011).
Right to information pursuant to § 131 (1) AktG
Any shareholder or shareholder representative may request the Executive Board to provide infor-mation on company matters at the Annual General Meeting, provided that such information is nec-essary for the appropriate assessment of the respective agenda item. This duty to provide infor-mation also includes the companys legal and business relationships with an associated company. Requests for information must be made verbally during the discussion at the Annual General Meet-ing. The Executive Board may refuse to provide information for the reasons set out in § 131 (3) AktG.
Reference is made to the duties of notification set out in § 21 et seq. of the German Securities Trading Act (WpHG) and to the legal consequences provided for in § 28 of the German Securities Trading Act (WpHG), involving the suspension of all rights relating to the shares, in the event of any duty of notification being infringed.
Further explanations of shareholders rights as provided for in § 122 (2), § 126 (1), § 127 and § 131 AktG can be found on the companys internet site at www.dhag-hv.com.
Internet broadcast of the Annual General Meeting
Company shareholders and interested parties may follow the opening of the Annual General Meeting by the Chairman of the Meeting and the presentation by the CEO to the Annual General Meeting live on the internet from 10.30 a.m. (CET) on March 21, 2012. It will also be possible to access the recording after the Annual General Meeting at the internet address www.dhag-hv.com.
Total number of shares and voting rights upon the convening of the Annual
Upon the Annual General Meeting being convened, the company has share capital of Euro 118,301,151, which is divided into 39,433,717 individual non-par shares with a prorated amount in the share capital of Euro 3.00 per share. Each share entitles its bearer to one vote. The company did not own any treasury stock upon the meeting being convened. The total number of shares with participation and voting entitlement amounts to 39,433,717.
As in previous years, we would like to take the 2012 Annual General Meeting as an opportunity to make cash donations to support the work of the following institutions:
The Lutheran Foundation in Volmarstein (Evangelische Stiftung Volmarstein) will receive a donation of Euro 12,500.00 to support its important work.
Hagen Soup Kitchen (Suppenküche Hagen e.V.) and Hagen Catholic Womens
Social Services (Sozi-aldienst katholischer Frauen e.V., Hagen) with its project
Early Assistance for Disadvantaged Chil-dren and Families of all Nationalities
will be supported with donations of Euro 6,250.00 each.
Hagen, February 2012
DOUGLAS HOLDING AG
THE EXECUTIVE BOARD