General Meeting 2018

We hereby invite our shareholders to the Annual General Meeting of Aifotec AG, which will take place on Wednesday, 28 March 2018 at 1pm at the Hotel & Bowling Jembo-Park (Rudolstädter Strasse 93, 07745 Jena).

I. Agenda

1. Presentation of the established annual accounts up to 31 December 2017, the man-agement report and the report of the Supervisory Board for the financial year 2017.

The documents mentioned under this agenda item can be inspected at the company’s premises (Herpfer Strasse 40, 98617 Meiningen). Upon request, they will also be sent free of charge to shareholders. The documents will also be available for inspection at the Annual General Meeting.
Since the Supervisory Board has already established the annual accounts up to 31 December 2017, no resolution is planned.

2. Discharge of the members of the Executive Board
The Executive Board and the Supervisory Board propose that the members of the Ex-ecutive Board be granted discharge for the financial year 2017.

3. Discharge of the members of the Supervisory Board
The Executive Board and the Supervisory Board propose that the members of the Su-pervisory Board be granted discharge for the financial year 2017.

4. New election of members of the Supervisory Board

At the company’s annual General Meeting on 3 May 2016, Mr Martin Fischer, Mr Wolf-gang Schwaiger and Mr Klaus Berka were elected as members of the Supervisory Board for the statutory term.

In place of Mr ____, who resigned from office with effect from the time of the end of the annual General Meeting on 28 March 2018, Dr Dietmar Kubis was put forward as a member of the Supervisory Board at today’s General Meeting.
The original term of office also applies to Dr Kubis.

Thus, the terms of office of all members of the Supervisory Board of the company shall end at the end of the General Meeting, as this resolves the discharge for the fourth financial year after the start of the Supervisory Board members.

The election of a new Supervisory Board member is therefore mandatory.

The election of the members of the Supervisory Board is to be decided by the General Meeting in accordance with Section 101 Paragraph 1 and Section 103 Paragraph 1 AktG.

In accordance with Sections 95, 101 Paragraph 1 AktG in conjunction with Section 7 Paragraph 1 of the Articles of Association, the Supervisory Board of the company con-sists of three members, who are elected at the General Meeting.

The General Meeting is not bound by election proposals during this election.

Proposed resolution
The General Meeting comes to the following resolution:
Dr Dietmar Kubis shall be elected as a member of the company’s Supervisory Board for the statutory term with effect from the time that this General Meeting ends.

Mr Dr. Dietmar Kubis
Lawyer and Managing Director of ACADA Rechtsanwaltsgesellschaft mbH
Am Planetarium 6, 07743 Jena/Germany

Information in accordance with Section 125 Paragraph 1 page 5 AktG:
Memberships on other legally mandated supervisory boards as well as in comparable domestic and foreign supervisory bodies of commercial enterprises:

5. Resolution on the creation of a new authorised capital

The Executive Board and the Supervisory Board propose that the following resolution should be passed:

(a) The Company’s share capital of currently EUR 3,500,000.00, divided into 3,500,000 bearer shares, shall increase by EUR 1,750,000.00 to EUR 1,750,000.00, divided into 1,750,000 bearer shares.

(b) The Executive Board is authorised, with the approval of the Supervisory Board, to determine the further details of the capital increase and its implementation.

II. Participation in the General Meeting

In accordance with Section 16 of the Articles of Association of the company, only the shareholders who have registered for the General Meeting and have provided evidence of their shareholdings as of the start of 7 March 2018 are entitled to attend the General Meeting and to exercise their voting rights. A written certificate from the custodian bank of the shareholding suffices as evidence.

Registration and proof of holding registration must reach the Company no later than 21 March 2018, 24:00, at the following address:

Aifotec AG
Herpfer Straße 40
98617 Meiningen

Shareholders may fill in the forms for ticket orders sent to them via their custodian bank and send them back to their custodian bank; the custodian bank will then complete the registration while simultaneously sending evidence of the shareholding to the above address.

III. Countermotions

Any countermotions from shareholders in accordance with Section 126 Paragraph 1 AktG (German Stock Corporation Act) must be exclusively sent to the following address:

Aifotec AG
Herpfer Straße
40 98617 Meiningen

Requests using other addresses cannot be considered.

We will only process proper countermotions from shareholders that have been received at the latest by the end of 13 March 2018 at the above-specified address. We will make these available on the internet at www.aifotec.com and ; Section 126 AktG shall remain unaffected. We will also publish any comments from the administra-tion at this internet address.

Jena, im März 2018
Aifotec AG

The Executive Officers

 

You can download the PDF file with the invitation here:

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