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SUSS MicroTec SE
Garching
Securities Identification No. A1K023
ISIN: DE000A1K0235
We hereby invite our shareholders to the
Ordinary Shareholders’ Meeting to take place on June 6, 2018, at 10:00 a.m.
in the Haus der Bayerischen Wirtschaft (House of the Bavarian Economy)
Max-Joseph-Straße 5 in 80333
Munich,
Germany
Agenda
1 Presentation of the annual financial statements of SUSS MicroTec SE, the
approved consolidated financial statements as of December 31, 2017, the
condensed Management Report for SUSS MicroTec SE and the Group, including
provisions in accordance with Section 289a (1) of the German Commercial Code
(HGB) and Section 315a (1) HGB, and the report of the Supervisory Board for the
2017 fiscal year
The specified documents are available on our website at www.suss.com under Investor
Relations / Shareholder Meeting and are on display for shareholders on the Company’s
premises at the headquarters of SUSS MicroTec SE, Schleißheimer Straße 90, 85748
Garching. Copies can also be sent to shareholders upon request, immediately, and free
of charge. In addition, the documents will be available and discussed in more detail at the
Shareholders’ Meeting.
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The Supervisory Board has approved the annual financial statements and the
consolidated financial statements prepared by the Management Board. Thus, the annual
financial statements are adopted in accordance with Section 172 (1) of the German Stock
Corporation Law (AktG). Therefore, the Shareholders’ Meeting does not have to adopt a
resolution on agenda item 1.
2 Resolution on the Appropriation of Statement of Financial Position Profit
The Management Board and Supervisory Board propose that the statement of financial
position profit of EUR 2,712,332.88 in the 2017 fiscal year be carried forward to new
account.
3 Resolution on the discharge of liability for the members of the Management Board
The Management and Supervisory Boards propose the following resolution:
The Members of the Management Board in the 2017 fiscal year are granted
discharge of liability for this period.
4 Resolution on the discharge of liability for the members of the Supervisory Board
The Management and Supervisory Boards propose the following resolution:
The Members of the Supervisory Board in the 2017 fiscal year are granted
discharge of liability for this period.
5 Resolution on the appointment of the auditor and Group auditor
The Supervisory Board proposes the following resolution:
BDO AG Wirtschaftsprüfungsgesellschaft headquartered in Hamburg, with an
office in Munich, Germany, is appointed as the auditor and Group auditor for the
2018 fiscal year.
6 Resolution on the revocation of Approved Capital 2013, the creation of new
Approved Capital 2018 for cash or non-cash contributions with authorization for a
subscription rights exclusion and corresponding changes in the articles of
incorporation
The authorization approved by the Shareholders’ Meeting on June 19, 2013 of Point 6 of
the agenda to increase equity capital for cash or non-cash contributions up to a total of
EUR 2,500,000.00 (Approved Capital 2013 in accordance with Section 4 (4) of the
articles of incorporation) was not used. As a result, the Approved Capital 2013 currently
remains unchanged at EUR 2,500,000.00. The existing authorization expires on June 18,
2018. In order to ensure the Company flexibility in this regard again in the future, the
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following proposed resolution should revoke Approved Capital 2013 and create new
Approved Capital 2018.
Therefore, the Management Board and Supervisory Board propose the following
resolution:
a) The authorization approved by the Shareholders’ Meeting on June 19, 2013
regarding Point 6 of the agenda to increase equity capital for cash or non-cash
contributions up to a total of EUR 2,500,000.00 (Approved Capital 2013 in
accordance with Section 4 (4) of the articles of incorporation) is hereby, insofar it
has still not been used, revoked in view of the creation of new Approved Capital
2018 in accordance with the following paragraphs, effective upon the registration
of the new Approved Capital 2018.
b) The Management Board is authorized to increase the equity capital of the
Company until June 5, 2023 on one or more occasions up to a total of EUR
2,500,000.00 through the issuance of up to 2,500,000 new registered share
certificates for cash or non-cash contributions, subject to the approval of the
Supervisory Board.
In the process, the shareholders are granted subscription rights. The new shares
can also be taken over by one or more banks determined by the Management
Board with the obligation to offer these to shareholders (indirect subscription
rights). However, the Management Board is authorized to exclude the subscription
rights of shareholders with the approval of the Supervisory Board:
- in order to offset fractional amounts;
- if in case of an increase in capital stock for non-cash contributions the granting
of shares is for the purpose of acquiring companies, parts of companies, or
holdings in companies (including an increase in existing holdings) or for the
purpose of acquiring claims against the Company.
- if an increase in capital stock for cash contributions does not exceed 10% of
the equity capital and the issue price of the new shares is not significantly
lower than the stock market price (Section 186 [3][4] of the German Stock
Corporation Law [AktG]); when utilizing this authorization excluding
subscription rights in accordance with Section 186 (3)(4) AktG, the exclusion
of subscription rights based on other authorizations in accordance with
Section 186 (3)(4) AktG should be taken into account.
- 4 -
The notional amount of equity capital accruing to the total shares issued for cash
or non-cash contributions in accordance with this authorization excluding
subscription rights of shareholders may not exceed 10% of equity capital at the
time this authorization takes effect. Deducted from this limit are shares that (i)
were issued or sold in direct or corresponding application of Section 186 (3)(4) of
the German Stock Corporation Act excluding subscription rights during the term of
this authorization and that (ii) are issued or can or must be issued to service
bonds with conversion or option rights or obligations, insofar as the bonds are
issued after this authorization takes effect in corresponding application of Section
186 (3)(4) of the German Stock Corporation Act excluding the subscription rights
of shareholders.
The Management Board is authorized, with the approval of the Supervisory
Board, to establish further details regarding the increase in capital stock and its
implementation. The Supervisory Board is authorized to adjust the wording of the
articles of incorporation accordingly following each utilization of approved capital
or expiration of the deadline for the utilization of approved capital.
c) Section 4 (4) of the articles of incorporation is as follows:
“(4) The Management Board is authorized to increase the equity capital of
the Company until June 5, 2023 on one or more occasions up to a total of
EUR 2,500,000.00 through the issuance of up to 2,500,000 new registered
share certificates for cash or non-cash contributions, subject to the approval of
the Supervisory Board (Approved Capital 2018). In the process, the
shareholders are granted subscription rights. The new shares can also be
taken over by one or more banks determined by the Management Board with
the obligation to offer these to shareholders (indirect subscription rights).
However, the Management Board is authorized to exclude the subscription
rights of shareholders with the approval of the Supervisory Board:
- in order to offset fractional amounts;
- if in case of an increase in capital stock for non-cash contributions the
granting of shares is for the purpose of acquiring companies, parts of
companies, or holdings in companies (including an increase in existing
holdings) or for the purpose of acquiring claims against the Company.
- if an increase in capital stock for cash contributions does not exceed 10%
of the equity capital and the issue price of the new shares is not
significantly lower than the stock market price (Section 186 [3][4] of the
- 5 -
German Stock Corporation Law [AktG]); when utilizing this authorization
excluding subscription rights in accordance with Section 186 (3)(4) AktG,
the exclusion of subscription rights based on other authorizations in
accordance with Section 186 (3)(4) AktG should be taken into account.
The notional amount of equity capital accruing to the total shares issued for cash
or non-cash contributions in accordance with this authorization excluding
subscription rights of shareholders may not exceed 10% of equity capital at the
time this authorization takes effect. Deducted from this limit are shares that (i)
were issued or sold in direct or corresponding application of Section 186 (3)(4) of
the German Stock Corporation Act excluding subscription rights during the term of
this authorization and that (ii) are issued or can or must be issued to service
bonds with conversion or option rights or obligations, insofar as the bonds are
issued after this authorization takes effect in corresponding application of Section
186 (3)(4) of the German Stock Corporation Act excluding the subscription rights
of shareholders.
The Management Board is authorized, with the approval of the Supervisory Board,
to establish further details regarding the increase in capital stock and its
implementation. The Supervisory Board is authorized to adjust the wording of the
articles of incorporation accordingly following each utilization of approved capital or
expiration of the deadline for the utilization of approved capital.”
Report of the Management Board in Accordance with Sections 203 (2)(2), 186 (4)(2)
of the German Stock Corporation Law (AktG) on the Exclusion of Subscription
Rights in Agenda Item 6
The Management Board has prepared the following report on the reasons for the
authorization of the Management Board to exclude subscription rights in accordance with
Sections 186 (4)(2), 203 (2)(2) of the German Stock Corporation Law (AktG):
Management proposes to create new approved capital of EUR 2,500,000.00 and to
authorize Management in certain cases to exclude the subscription rights of
shareholders.
Scope and Limitations of the Authorization
The existing Approved Capital 2013 in Section 4 (4) of the articles of incorporation
expires on June 18, 2018. The purpose of the proposed authorization to create new
approved capital totaling up to EUR 2,500,000.00 is to provide the Management Board
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with a flexible tool to shape corporate policy and/or enter into strategic partnerships for
another five years.
Approved Capital 2013 most recently authorized an increase in equity capital by a total of
EUR 2,500,000.00 through the issuance of up to 2,500,000 registered individual shares,
which corresponds to approximately 13.08% of the Company’s equity capital. The
proposed Approved Capital 2018 amounting to EUR 2,500,000.00 continues to
correspond to only approximately 13.08% of the Company’s equity capital.
Subscription Rights Exclusion for Fractional Amounts
The proposed resolution provides, among other things, that shareholder subscription
rights for fractional amounts can be excluded with the approval of the Supervisory Board.
This opens up the possibility of establishing simple and practical subscription ratios for an
increase in capital stock if not all shares can be evenly distributed to existing
shareholders as a result of the subscription ratio or the amount of the increase in capital
stock. The fractional amounts are insignificant relative to the total amount of an increase
in capital stock. Therefore, the exclusion of subscription rights is to this extent necessary
and appropriate.
Exclusion of subscription rights for the purpose of acquiring companies, parts of
companies, or holdings in companies (including an increase in existing holdings) or for
the purpose of acquiring claims against the Company
This should ease corporate acquisitions as well as the entering into of strategic
partnerships. The Company operates in the rapidly developing market for equipment and
process solutions for micropatterning in the semiconductor industry and related markets.
This also involves acquiring other companies or parts of companies or obtaining equity
interests in other companies or entering into strategic partnerships with them. As part of
such acquisitions, sellers insist not infrequently on receiving shares as consideration
since this may be more attractive to them than a cash sale. The option of using shares as
currency for acquisitions gives the Company the necessary leeway to exploit acquisition
opportunities that present themselves quickly and flexibly. For this, it must be possible to
exclude the subscription rights of shareholders. Since such acquisitions must be
executed at short notice, they usually cannot be approved at the only once annual
Shareholders’ Meeting. Approved capital is needed that the Management Board – with
the approval of the Supervisory Board – can access quickly. The possibility of redeeming
claims against the Company in individual cases by being able to issue shares of the
Company also has the advantage of avoiding a burdening of liquidity. To be sure, an
exclusion of subscription rights leads to a reduction in the participation quota of
shareholders; however, the use of shares as acquisition currency and the contribution of
- 7 -
Company receivables would not be possible while granting subscription rights. In the
course of any increase in capital stock excluding the subscription rights of shareholders,
the Management Board will check carefully whether it will utilize the approved capital as
well as the authorization of the exclusion of subscription rights, taking into account the
interests of the Company and the interests of shareholders in protecting their participation
quota. Only if the interests of shareholders are duly taken into account and the
Supervisory Board approves will the capital of the Company be increased in this manner.
Subscription Rights Exclusion for Cash Increases in Capital Stock Involving Placements
Close to the Stock Market Price
This authorization to exclude subscription rights in case of cash increases in capital stock
enables the Management Board, with the approval of the Supervisory Board, to exclude
the subscription rights of shareholders in accordance with Section 186 (3)(4) of the
German Stock Corporation Law (AktG). Therefore, the proposal lies within the scope of
legal provisions. The volume of the authorization corresponds to 10% of the Company’s
equity capital. This authorization enables a short-term share placement, taking advantage
of favorable market conditions, and usually leads to a significantly higher cash inflow than
in the case of a share placement with subscription rights, since in setting the placement
consideration any price change risk during the subscription period need not be taken into
account. With this form of increase in capital stock, the Management Board should be
enabled to strengthen the Company’s equity base as required for future business
development under optimal conditions. Since the issue price of the share is not
significantly lower than the respective stock market price, the interests of shareholders is
served by protecting the value of their holdings from dilution. The Management Board will
set the issue price as close to the current stock market price as is possible, taking into
account the respective situation in the capital markets and will endeavor to achieve a
placement of the new shares with minimum impact on the market. The exclusion of
subscription rights due to other authorizations in accordance with Section 186 (3)(4) of
the German Stock Corporation Law (AktG) must also be taken into account.
The notional amount of equity capital accruing to the total shares issued for cash or non-
cash contributions utilizing Approved Capital 2018 excluding subscription rights of
shareholders may not exceed 10% of equity capital at the time this authorization takes
effect. Deducted from this limit are shares that were issued or sold in direct or
corresponding application of Section 186 (3)(4) of the German Stock Corporation Act
excluding subscription rights during the term of this authorization as well as shares that
are issued or can or must be issued to service bonds with conversion or option rights or
obligations, insofar as the bonds are issued after this authorization takes effect in
- 8 -
corresponding application of Section 186 (3)(4) of the German Stock Corporation Act
excluding the subscription rights of shareholders.
There are currently no plans for the utilization of Approved Capital 2018. In each case the
Management Board will check carefully whether it will utilize the authorization for an
increase in capital stock excluding the subscription rights of shareholders. It will do this
and the Supervisory Board will grant its approval only if, in the professional judgment of
the corporate bodies, it is in the best interests of the Company and the shareholders.
The Management Board will notify the next Shareholders’ Meeting about the utilization of
Approved Capital 2018.
7 Resolution on the New Authorization to Acquire and Use Treasury Shares in
Accordance with Section 71 (1)(8) of the German Stock Corporation Law (AktG)
with the Possible Exclusion of Subscription Rights and the Option to Redeem
Treasury Shares Subject to the Reduction of Equity Capital and the Revocation of
the Existing Authorization
No use has been made so far of the authorization of the Management Board regarding
Point 7 of the agenda, which was approved by the Shareholders’ Meeting on June 19,
2013, to acquire, with the approval of the Supervisory Board, treasury shares of the
Company up to a total of 10% of the equity capital existing at the time of the resolution in
the amount of EUR 19,115,538.00. The existing authorization expires on June 18, 2018.
In order to remain in a position to acquire treasury shares, the Company should be
reauthorized, subject to revocation of the existing authorization, to acquire and use
treasury shares for a period of five years.
Therefore, the Management Board and Supervisory Board propose the following
resolution:
a) The Company is authorized to acquire treasury shares. The authorization is limited
to the acquisition of treasury shares with a notional share of equity capital of up to
10%. At no time may more than 10% of the equity capital accrue to the
accordingly acquired shares together with treasury shares, which are already
owned by the Company or are attributable to it in accordance with Sections 71a et
seq. of the German Stock Corporation Law (AktG). The authorization can be
exercised by the Company or by third parties acting for the account of the
Company in whole or partial amounts, on one or more occasions. The
authorization applies until June 5, 2023. It can also be exercised by Group
- 9 -
companies or third parties acting for the account of the Company or a Group
company.
b) The acquisition occurs via the stock exchange or by means of a public tender offer
directed to all shareholders.
aa) If the acquisition occurs via the stock exchange, the consideration per
share (excluding ancillary costs of purchase) paid by the Company may not
exceed or fall below the average closing price, as determined on the
Frankfurt Stock Exchange during the last three trading days before the
acquisition of the shares (XETRA trading or a comparable successor
system), for similar shares by more than 10%.
bb) If the acquisition occurs via a public tender offer directed to all
shareholders, the offered purchase price per share (excluding ancillary
costs of purchase) may not exceed or fall below the average closing price,
as determined on the Frankfurt Stock Exchange during the last three
trading days before the day of publication of the tender (XETRA trading or a
comparable successor system), for similar shares by more than 10%. The
public tender offer can stipulate additional conditions. The volume of the
offer can be restricted. If the total number of shares tendered by
shareholders for acquisition exceeds this volume, offers are accepted in
relation to the shares tendered for acquisition. The preferential acceptance
of smaller quantities of shares tendered for acquisition up to 50 shares per
shareholder as well as rounding according to commercial principles can be
provided to avoid notional fractional amounts of shares. Any further right of
shareholders to tender is hereby excluded.
c) The Management Board is authorized, with the approval of the Supervisory Board,
regarding shares of the Company that are acquired on the basis of this
authorization or were acquired on the basis of earlier authorizations, in addition to
sale by offer to all shareholders or sale via the stock exchange,
aa) to offer them as consideration to third parties as part of business
combinations, acquisition of companies, holdings of companies or parts of
companies, as well as the acquisition of Company receivables;
bb) to sell them third parties. The price at which shares of the Company are
issued to third parties may not significantly fall short of the stock market
price of the shares at the time of sale. When utilizing this authorization, the
exclusion of subscription rights due to other authorizations in accordance
- 10 -
with Section 186 (3)(4) of the German Stock Corporation Law (AktG) must
also be taken into account;
cc) to redeem them without the redemption or its execution requiring an
additional resolution by the Shareholders’ Meeting. The redemption leads to
a reduction in capital. The shares may also be redeemed using a simplified
procedure without a capital reduction by adjusting the pro rata nominal
amount of the remaining shares relative to the Company’s equity capital.
The redemption can be restricted to a portion of the acquired shares.
The aforementioned authorizations regarding the use of the acquired treasury
shares can be exercised on one or more occasions, in whole or partial amounts,
or jointly. The subscription rights of shareholders to treasury shares acquired is
excluded to the extent that these shares are used in accordance with the
aforementioned authorizations under lit. aa) and bb). The Management Board will
inform the Shareholders’ Meeting respectively about the reasons and purpose of
acquiring treasury shares, the number of treasury shares, the amount of equity
capital that accrues to them and the consideration that was paid for the shares.
d) The Supervisory Board is authorized to adjust the version of the articles of
incorporation in accordance with the respective utilization of the authorization for
redemption.
e) Upon the taking effect of this new authorization, the authorization granted to the
Management Board by the Shareholders’ Meeting on June 19, 2013 under
agenda item 7 to acquire and use treasury shares in accordance with Section 71
(1)(8) of the German Stock Corporation Law (AktG) and to exclude the tender
rights for acquisition and the subscription rights for use is canceled.
Report of the Management Board in Accordance with Section 71 (1)(8)(5) in
Connection with Section 186 (4)(2) of the German Stock Corporation Law (AktG) on
the Exclusion of Subscription Rights in Agenda Item 7
Section 71 (1)(8) of the German Stock Corporation Law (AktG) offers German stock
corporations the option of acquiring treasury shares up to a total of 10% of their equity capital
based on an authorization by the Shareholders’ Meeting.
Agenda item 7 includes the proposal to grant such an authorization that is limited to a period
of five years. This would enable the Company to acquire treasury shares via the stock
exchange up to a total of 10% of the equity capital. Section 71 (1)(8) of the German Stock
Corporation Law (AktG) permits, in addition to the typical case of purchase and sale via the
stock exchange, other forms of acquisition and sale. It should be possible to utilize this
option.
- 11 -
Aside from acquisition via the stock exchange, the Company should also obtain the option of
acquiring treasury shares via a public tender offer directed to all shareholders. In the
process, the principle of equal treatment in accordance with the German Stock Corporation
Law (AktG) should be observed. The offered purchase price per share (excluding ancillary
costs of purchase) may not exceed or fall below by more than 10% the average closing price
on the Frankfurt Stock Exchange during the three trading days before the day of publication
of the tender.
The resolution provides that the Management Board decide on the use of treasury shares
with the approval of the Supervisory Board. The authorization should enable the
Management Board to respond flexibly to respective business needs in the interests of the
Company while protecting the concerns of shareholders. As a result, the Management Board
can resell treasury shares via the stock exchange or through an offer to all shareholders.
Exclusion of subscription rights in order to offer treasury shares as consideration to third
parties as part of business combinations, acquisition of companies, holdings of companies or
parts of companies, as well as the acquisition of Company receivables
The Management Board should be enabled to offer the treasury shares outside the stock
exchange to third parties as consideration or acquisition currency for business combinations,
acquisition of companies, holdings of companies or parts of companies, or Company
receivables without recalling shares from approved capital, which would lead to a dilution of
the shareholders’ investment. International competition and the globalization of the economy
increasingly require this form of consideration. Therefore, the authorization proposed here
should give the Company the necessary flexibility to exploit such opportunities that present
themselves quickly and flexibly without burdening the Company’s liquidity. There are
currently no specific plans for utilizing this authorization. When determining valuation ratios,
the Management Board will ensure that the interests of shareholders are sufficiently
safeguarded. The measurement of the value of the shares offered as consideration is usually
based on the stock market price. However, a schematic link to the stock market price is not
intended, particularly so that fluctuations in the stock market price do not jeopardize the
results of negotiations.
Exclusion of subscription rights for sale to third parties in exchange for cash for placements
close to the stock market price
This authorization enables the Company to respond on a short-term basis to offers or to
participation inquiries by investors that serve the interests of the Company. In the interests of
expanding the Company’s shareholder base, in particular the option should be created to
offer shares of the Company to institutional domestic and foreign investors and/or to tap into
new groups of investors.
In the process, the asset and voting right interests of shareholders are sufficiently
safeguarded. When utilizing this authorization, the exclusion of subscription rights due to
other authorizations in accordance with Section 186 (3)(4) of the German Stock Corporation
- 12 -
Law (AktG) must also be taken into account. The authorization volume is thereby reduced by
the pro rata amount of the equity capital accruing to shares or relating to option and/or
conversion rights or conversion obligations from bonds that have been issued or sold in
direct or corresponding application of Section 186 (3)(4) of the German Stock Corporation
Law (AktG) excluding the subscription rights of shareholders. The deductions ensure that
treasury shares acquired are not sold under subscription rights exclusion in accordance with
Section 186 (3)(4) of the German Stock Corporation Law (AktG) if this would result in
excluding the subscription rights of shareholders for a total of more than 10% of the equity
capital under direct or indirect application of Section 186 (3)(4) of the German Stock
Corporation Law (AktG).
In addition, the asset interests and the principle of dilution protection are served by ensuring
that the sale can occur only at a price that cannot be significantly lower than the stock market
price in corresponding application of Section 186 (3)(4) of the German Stock Corporation
Law (AktG). The final sales price for treasury shares is set shortly before the sale. In the
process, the Management Board – taking into account current market conditions – will
endeavor to minimize any potential discount to the stock market price.
The Company can redeem the treasury shares acquired based on this authorization proposal
without another resolution of the Shareholders’ Meeting. The reduction leads to a reduction
in equity capital. In accordance with Section 237 (3)(3) of the German Stock Corporation Law
(AktG), the Shareholders’ Meeting of the Company can resolve to redeem its fully paid-up
shares also without necessitating a reduction in the Company’s equity capital. The proposed
authorization explicitly provides for this alternative along with the redemption with a reduction
in capital. As a result of a redemption of treasury shares without a reduction in capital, the
pro rata nominal amount of the remaining shares relative to the Company’s equity capital
increases automatically.
The Management Board will inform the next Shareholders’ Meeting of the utilization of the
authorization.
Documents
Upon calling the Shareholders’ Meeting, all of the documents that legally must be made
available to the Shareholders’ Meeting were put on display for shareholders on the
Company’s premises at the headquarters of SUSS MicroTec SE, Schleißheimer Straße 90,
85748 Garching, Germany. In addition, copies of these may be sent to any shareholder upon
request, immediately, and free of charge. Furthermore, these documents are available online
at www.suss.com under Investor Relations / Shareholder Meeting, where information can
also be found regarding Section 124a of the German Stock Corporation Law (AktG). They
will also be available at the Shareholders’ Meeting.
Equity Capital and Voting Rights
- 13 -
At the time the Shareholders’ Meeting is convened, the equity capital of the Company will be
divided into 19,115,538 no-par value registered shares, of which each share confers one
vote. Thus, the total number of voting rights is 19,115,538. The Company does not have any
treasury shares at the time the meeting is being convened.
Conditions for Participation and Exercise of Voting Rights
In accordance with Section 23 of the articles of incorporation, only those shareholders whose
names are entered into the register of shareholders and have registered on time are entitled
to attend the Shareholders’ Meeting and exercise their voting rights. The registration must
reach the following address at least six days prior to the Shareholders’ Meeting, at the latest
by midnight on May 30, 2018 (CEST):
SUSS MicroTec SE c/o Better Orange IR & HV AG Haidelweg 48 81241 Munich Email address: [email protected] Fax: +49 89 889690633
Registration must be in writing (Section 126b German Civil Code [BGB]) and can also be
submitted by fax or email. In order to simplify registration, the shareholders will be sent a
registration form upon request along with the announcements in accordance with Section
125 of the German Stock Corporation Law (AktG).
We would like to point out that, in accordance with Section 23 (1) (2) of the articles of
incorporation of SUSS MicroTec AG, cancellations and new registration in the register of
shareholders will not take place on the date of the Shareholders’ Meeting and on the last six
days prior to the Shareholders’ Meeting, that is from May 31, 2018, at 12:01 a.m. (CEST)
through June 06, 2018.
No hold on the sale of registered shares is associated with registration for the Shareholders’
Meeting. Therefore, shareholders will retain free access to their shares following successful
registration. However, a shareholder in relation to the Company is only someone who is
entered as such in the register of shareholders. For the purpose of determining participation
and the exercise of voting rights, the number of shares entered into the register of
shareholders on the day of the Shareholders’ Meeting shall be decisive. This will correspond
to the amount at the end of the last day of the registration period (May 30, 2018, midnight
CEST; technical record date) since no cancellations and new registration will take place in
the register of shareholders from May 31, 2018, at 12:01 a.m. (CEST) through June 06,
2018. Therefore, the purchasers of shares that are still not entered into the register of
shareholders as of the registration deadline are not entitled to exercise any participatory or
- 14 -
voting rights from these shares. In these cases, participatory and voting rights remain with
the shareholder whose respective shares are still registered in the register of shareholders
until the registry is updated.
Admission tickets will be sent to shareholders who have registered properly. Admission
tickets are not required in order to participate in the Shareholders’ Meeting or to exercise
voting rights but are merely an organizational aid. Shareholders whose names are entered
into the register of shareholders and have registered properly prior to the Shareholders’
Meeting are entitled to attend and exercise their voting rights even without an admission
ticket.
Proxy Voting Rights
Shareholders can also have their voting right exercised at the Shareholders’ Meeting though
a proxy, e.g., a financial institution, a shareholders’ association, or another person of their
choice.
The granting, revocation, and proof of proxy authorization vis-à-vis the Company (Section
126b German Civil Code [BGB]) must be made in writing. We advise shareholders who
intend to authorize a financial institution, a shareholders’ association, or an equivalent
institution or person as specified in Section 135 of the German Stock Corporation Law (AktG)
to exercise voting rights that in these cases the institution or person may require a special
form of proxy authorization because such an authorization must be verifiable in accordance
with Section 135 AktG. Therefore, we request that in this case shareholders coordinate the
form of the proxy authorization with the proxy.
Proof of proxy authorization can also be sent to the Company by email to the following email
address: [email protected]. Shareholders will be sent a form for the issue of proxy
voting authorization together with the admission ticket and upon request. This form can be
downloaded at www.suss.com under Investor Relations / Shareholder Meeting.
We offer our shareholders the option of authorizing the specified voting representatives, who
are designated by the Company and bound by the instructions of the shareholders at this
Shareholders’ Meeting, already prior to the Shareholders’ Meeting. Details on this are found
in the documents that were sent to the shareholders in accordance with Section 125 of the
German Stock Corporation Law (AktG). Furthermore, shareholders can find additional
information on representation by the voting right proxies designated by the Company, and
forms for issuing proxy voting authorization and giving instructions to the Company-
designated voting right proxies at the Investor Relations / Shareholder Meeting section of the
website under www.suss.com. The voting rights representatives designated by the Company
- 15 -
may not accept any instructions regarding motions either before or during the Shareholders’
Meeting.
Even if proxy authorization is granted, entry in the register of shareholders and timely
registration are required according to the provisions described above. If the shareholder
authorizes more than one person, the Company is entitled in accordance with Section 134
(3)(2) of the German Stock Corporation Law (AktG) to refuse one or more of them.
Requests for Additions to the Agenda Pursuant to Section 122 (2) of the German Stock Corporation Law (AktG)
In accordance with Section 122 (2) of the German Stock Corporation Law (AktG),
shareholders whose shares total one-twentieth of the equity capital or a pro rata amount of
EUR 500,000.00 may request that items be placed on the agenda and announced. This
quorum is required in accordance with Art. 56 (3) of the SE-VO in connection with Section 50
(2) SEAG for requests for additions by shareholders of a European company (SE). Each new
item must be accompanied by supporting information or a formal resolution proposal. Such a
request must reach the Management Board of SUSS MicroTec SE in writing at least 30 days
prior to the Shareholders’ Meeting (whereby the day of the Shareholders’ Meeting and the
day of arrival are not included), thus at the latest on May 6, 2018, at midnight (CEST), at the
following address.
SUSS MicroTec SE Management Board Schleißheimer Straße 90 85748 Garching
Fax: + 49 89 3007451
Additions to the agenda – to the extent that they have not already been announced upon the
meeting’s convention – are to be announced immediately upon receipt of the request in the
Federal Gazette. They will also be announced on the Company’s website at www.suss.com
under Investor Relations / Shareholder Meeting and conveyed to the shareholders.
Shareholder Motions and Nominations
In accordance with Section 126 (1) of the German Stock Corporation Law (AktG), every
shareholder of the Company is entitled to submit counter-motions against a proposal of the
Management Board and/or the Supervisory Board regarding a particular agenda item. In
accordance with the more detailed specifications of Section 126 (1) and (2) of the German
Stock Corporation Law (AktG), counter-motions (along with any supporting information) are
to be made available if they reach the Company at the address stated below at least 14 days
prior to the Shareholders’ Meeting, thus at the latest on May 22, 2018, at midnight (CEST).
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In addition, in accordance with the more detailed specifications of Section 127 of the German
Stock Corporation Law (AktG), every shareholder can make a nomination for the election of
the auditor. In addition to the reasons specified in Section 126 (2) of the German Stock
Corporation Law (AktG), the Management Board does not need to make a nomination
available if the nomination does not include the name, profession, and residence of the
candidate.
In accordance with the more detailed specifications of Sections 127, 126 (1) and (2) of the
German Stock Corporation Law (AktG), nominations are to be made available if they reach
the Company at the address stated below at least 14 days prior to the Shareholders’
Meeting, thus at the latest on May 22, 2018, at midnight (CEST).
Shareholder motions and nominations should be sent exclusively to the following address:
SUSS MicroTec SE Investor Relations Schleißheimer Straße 90 85748 Garching, Germany Fax: +49 89 32007-451 or to the following email address: [email protected]
Motions and nominations addressed otherwise will not be considered.
Subject to Section 126 (2) and (3) of the German Stock Corporation Law (AktG),
countermotions (along with any justification) and nominations by shareholders to be made
available are published, including the name of the shareholder and any possible relevant
opinion of the management, on the Company’s website at www.suss.com under Investor
Relations / Shareholder Meeting.
The right of each shareholder to submit motions and nominations regarding various agenda
items during the Shareholders’ Meeting even without prior notification of the Company is
unaffected.
Right to Information in Accordance with Section 131 (1) of the German Stock
Corporation Law (AktG)
Every shareholder may request information at the Shareholders’ Meeting from the
Management Board regarding the Company’s affairs provided that such information is
necessary for a reasonable assessment of any of the items on the agenda. The right to
information also extends to the legal and business relationships of the Company with
affiliates as well as to the situation of the Group and the companies included in the
consolidated financial statements. Under certain conditions elaborated upon in Section 131
(3) of the German Stock Corporation Law (AktG), the Management Board may refuse to
provide the information.
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More detailed information about rights in accordance with Art. 56 (2) and (3) SE-VO, Section
50 (2) SEAG, Sections 122 (2), 126 (1), 127, and 131 (1) of the German Stock Corporation
Law (AktG) is available to shareholders at www.suss.com under Investor Relations /
Shareholder Meeting.
Inquiries and Requests for Documents
In order to ease the preparations for the Shareholders’ Meeting and to ensure the quickest
possible reaction of the Company to inquiries concerning the Shareholders’ Meeting, we ask
that inquiries and requests for documents be addressed exclusively to
SUSS MicroTec SE Investor Relations Schleißheimer Straße 90 85748 Garching, Germany Fax: +49 89 32007-451 or to the following email address: [email protected]
Data protection legal information for affected parties, including shareholders and
shareholder representatives
As a responsible party within the meaning of Art. 4 (7) of the German General Data
Protection Regulation (DS-GVO), SUSS MicroTec SE processes personal data (surname
and first name, address, email address, number of shares, stock categories, type of
ownership of shares and number of the admission ticket; if necessary, surname, first name,
and address of the shareholder representative designated by the respective shareholder)
based on the data protection regulations applicable in Germany in order to enable
shareholders and shareholder representatives to exercise their rights during the
Shareholders’ Meeting. SUSS MicroTec SE is represented by the members of its
Management Board Dr. Franz Richter, Robert Leurs, and Walter Braun. You have the
following options to contact SUSS MicroTec SE:
SUSS MicroTec SE Investor Relations Schleißheimer Straße 90 85748 Garching, Germany Fax: +49 89 32007-451 or at the following email address: [email protected]
If the shareholders do not provide this personal data while registering for the Shareholders’
Meeting, their custodian bank transmits their personal data to SUSS MicroTec SE. The
processing of the personal data of shareholders and shareholder representatives is done
solely to record their participation in the Shareholders’ Meeting and insofar only to the extent
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absolutely necessary for this purpose. The legal basis for the processing is Art. 6 (1) lit. (c) of
the German General Data Protection Regulation (DS-GVO). SUSS MicroTec SE stores this
personal data for a period of ten years beginning at the end of the year in which the
Shareholders’ Meeting was held.
The service providers of SUSS MicroTec SE, who were commissioned for the purpose of
organizing the Shareholders’ Meeting, receive only such personal data from SUSS MicroTec
SE that is necessary to carry out the designated service and process the data exclusively
according to the instructions of SUSS MicroTec SE.
Regarding the transmission of personal data to third parties in connection with the
announcement of shareholder requests to add to the agenda as well as counter-motions and
nominations by shareholders, reference is made to the explanations in Section II. 4. a) and
c).
Regarding the processing of personal data, shareholders and shareholder representatives
may request from SUSS MicroTec SE information about their personal data in accordance
with Art. 15 of the German General Data Protection Regulation (DS-GVO), correction of their
personal data in accordance with Art. 16 DS-GVO, deletion of their personal data in
accordance with Art. 17 DS-GVO, restriction of the processing of their personal data in
accordance with Art. 18 DS-GVO, and the transmission of certain personal data to them or a
party designated by them (right to data portability) in accordance with Art. 20 DS-GVO.
Shareholders and shareholder representatives can claim these rights without payment from
SUSS MicroTec SE via one of the following contact options:
Dr. Sebastian Kraska Attorney, graduate in business (Dipl.-Kfm.) External data protection officer IITR GmbH Marienplatz 2 80331 Munich, Germany http://www.iitr.de Phone: +49 89 1891 7360
In addition, shareholders and shareholder representatives have a right in accordance with
Art. 77 of the German General Data Protection Regulation (DS-GVO) to file a complaint with
the data protection oversight authority either of the (German) state in which they maintain a
home or permanent residence, or of the state of Bavaria, in which SUSS MicroTec SE is
headquartered.
You may reach our Company data protection officer at:
Dr. Sebastian Kraska Attorney, business graduate (Dipl.-Kfm.) External data protection officer IITR GmbH Marienplatz 2 80331 Munich, Germany
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http://www.iitr.de Phone: +49 89 1891 7360
Garching, Germany, April 2018
SUSS MicroTec SE
The Management Board
Information on Proxy Voting by Voting Rights Representatives Appointed by SUSS MicroTec SE
At the ordinary Shareholders' Meeting of SUSS MicroTec SE on June 6, 2018, you have the
option of authorizing a voting rights representative appointed by the Company to exercise the
voting rights associated with your shares.
The Company has appointed Mr. Marcus Graf and Ms. Alexandra Hachenberg as voting
rights representatives. They are employees of Better Orange IR & HV AG. The designated
voting rights representatives are obligated to vote on the individual agenda items exclusively
in accordance with your explicit instructions. The voting rights representatives appointed by
the Company cannot be given any instructions or directions to speak, ask questions, submit
motions, or raise objections, etc.
You can authorize the voting rights representatives appointed by the Company already upon
registration for the Shareholders’ Meeting. The required form will be sent to you along with
the invitation to the Shareholders’ Meeting.
You can also authorize the voting rights representatives appointed by the Company at a later
time. In this case, register for the Shareholders’ Meeting and order an admission ticket for
each of your accounts. Send the admission ticket together with the completed and signed
Proxy Statement and Instruction Form that you receive together with the admission ticket in
writing to the following address:
SUSS MicroTec SE
c/o Better Orange IR & HV AG
- 20 -
Haidelweg 48
81241 Munich, Germany
The Proxy Statement and Instruction Form must be received by the voting rights
representatives appointed by the Company no later than June 5, 2018 at 6:00 p.m. (CEST)
at this address in original, or by fax at the following number +49 89 8896906-33, or by email
at the following email address: [email protected].
If you would like to change your instructions, we request that you make these amendments
with the help of the Change of Instruction Form downloadable from the Company's website at
www.suss.com under Investor Relations / Shareholders’ Meeting 2018. We request that you
make changes to your instructions exclusively on this form and that you issue instructions for
all of the agenda items (also for those items for which the instructions were not changed).
You may send the completed Change of Instruction Form by mail, fax, or email to the
addresses or fax numbers indicated there. Changed instructions must be received by the
voting rights representatives no later than June 5, 2018 at 6:00 p.m (CEST) at one of the
above-mentioned addresses in order to be taken into account.
After June 5, 2018, 6:00 p.m (CEST), an authorization of shareholder representatives
appointed by the Company is possible only at the reception desk at the Shareholders'
Meeting. The same applies to any changes to instructions.
If the Company receives legitimate counter-motions or nominations to individual agenda
items, they will be made accessible immediately at the Company's website at www.suss.com
under Investor Relations / Shareholders’ Meeting 2018. Please observe that you may not
issue any instructions to voting rights representatives regarding counter-motions and
nominations by shareholders.
Please be sure to order your admission ticket in time so that the registration and proof of
share ownership arrive by the deadline of May 30, 2018 at midnight (CEST). In addition,
please keep in mind that the mail delivery period for sending you the admission ticket and for
you to return it to the Company with the Proxy Statement and Instruction Form may take
several days. Therefore, we recommend that you order the admission tickets as soon as