EANS-General Meeting: K+S Aktiengesellschaft
Announcement convening the
general meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- K+S Aktiengesellschaft with registered seat in Kassel, Germany ISIN : DE000KSAG888 WKN: KSAG88 Invitation to the Ordinary Annual General Meeting to be held on 9. May 2012, 10.00 a.m., in the Kongress Palais Kassel - Stadthalle, Holger-Börner-Platz 1, 34119 Kassel. I. Agenda 1. Presentation of the approved annual financial statements of K+S Aktiengesellschaft, of the approved consolidated financial statements, of the management report, of the consolidated management report and of the Supervisory Board report, in each case for the 2011 financial year, as well as of the explanatory report of the Board of Executive Directors concerning the information under Sections 289 Paragraph 4 and 315 Paragraph 4 of the German Commercial Code (HGB) These documents can be found on the Internet under www.k-plus-s.com/agm. They are also available for inspection in the offices of K+S Aktiengesellschaft, Bertha-von-Suttner-Strasse 7, 34131 Kassel, Germany. The documents will furthermore be available during the Annual General Meeting. The Supervisory Board has approved the annual and consolidated financial statements. In accordance with legal requirements, no resolution is adopted concerning this item of the Agenda. You will find a related explanation on the Internet under www.k-plus-s.com/agm. 2. Adoption of a resolution on the appropriation of profits The Board of Executive Directors and the Supervisory Board propose that the following resolution be adopted: The accumulated profit of the 2011 financial year shall be appropriated as follows: Distribution of a dividend of EUR 1.30 on 191,400,000 no-par value shares entitled to dividends EUR 248,820,000.00 Profit carried forward EUR 11,231,126.11 Accumulated profit EUR 260,051,126.11 3. Adoption of a resolution about the ratification of the actions of the Board of Executive Directors The Supervisory Board and the Board of Executive Directors propose that the actions of the members of the Board of Executive Directors be ratified for the 2011 financial year. 4. Adoption of a resolution about the ratification of the actions of the Supervisory Board The Board of Executive Directors and the Supervisory Board propose that the actions of the members of the Supervisory Board be ratified for the 2011 financial year. 5. Election of the auditor for the 2012 financial year Upon recommendation of its Audit Committee, the Supervisory Board proposes to elect Deloitte & Touche GmbH,Hanover, Germany, as auditor for the financial statements and consolidated financial statements for the 2012 financial year. 6. Election to the Supervisory Board The office of the Supervisory Board Chairman Dr. Bethke ends upon the end of the Annual General Meeting on 9 May 2012. Upon recommendation of its Nomination Committee, the Supervisory Board proposes to elect Dr. Ralf Bethke (69), business administration graduate, entrepreneur (as a member of the supervisory boards named below), Deidesheim, Germany (you will find the curriculum vitae on the Internet under www.k-plus-s.com/agm) to the Supervisory Board again for the period from the end of the Annual General Meeting on 9 May 2012 until the end of the Annual General Meeting, which decides about the ratification of actions for the 2016 financial year. The Supervisory Board intends to confirm Dr. Bethke as Chairman. Dr. Bethke is a member of the supervisory boards of Benteler International AG, Salzburg, Austria (deputy chairman), of Dr. Jens Ehrhardt Kapital AG, Pullach, Germany (chairman), of Süddeutsche Zuckerrübenverwertungsgenossenschaft EG , Stuttgart-Ochsenfurt, Germany, and of Südzucker AG Mannheim/Ochsenfur Mannheim, Germany. The composition of the Supervisory Board is determined by Sections 96 Paragraph 1 and 101 Paragraph 1 of the German Stock Corporation Act (AktG) and by Section 7 Paragraph 1 No. 2 of the Co-Determination Act. The Annual General Meeting is not bound to election proposals. 7. Adoption of a resolution about the revision of Section 12 of the Articles of Association The Board of Executive Directors and the Supervisory Board consider that an exclusively fixed remuneration of the members of the Supervisory Board better takes account of the consulting and supervising functions of the Supervisory Board, which generally exists independently of the success of the Company, than the existing form of remuneration, which also includes a variable component. Furthermore, it appears reasonable to adjust the remuneration for the activity in the committees of the Supervisory Board to the greater workload and complexity. The proposed change to the Supervisory Board remuneration is intended to ensure that in future too, members can be found for the Supervisory Board who have a high level of competence and long-term as well as international experience in the governance of and in providing advice to companies or business-related institutions. The Board of Executive Directors and the Supervisory Board therefore propose that Section 12 of the Articles of Association be revised as follows: " Section 12 Supervisory Board remuneration, reimbursement of out-of-pocket expenses (1) A member of the Supervisory Board receives annual remuneration of EUR 100,000. The chairman of the Supervisory Board receives twice this amount and the deputy chairman receives one and a half times the remuneration pursuant to sentence 1. (2) A member of the Audit Committee of the Supervisory Board receives further remuneration of EUR 15,000 per year. The chairman of this committee receives twice this amount and the deputy chairman receives one and a half times the amount of such additional remuneration. (3) A member of the Personnel Committee of the Supervisory Board receives further remuneration of EUR 7,500 per year. The chairman of this committee receives twice this amount and the deputy chairman receives one and a half times the amount of such additional remuneration. (4) A member of the Nomination Committee of the Supervisory Board receives further remuneration of EUR 7,500 per year, if at least two meetings were held in that year. The chairman of this committee receives twice this amount and the deputy chairman receives one and a half times the amount of such additional remuneration. (5) A member of the Supervisory Board, who has been a member of the Supervisory Board or, as the case may be, of one of its committees only for part of a year, receives one twelfth of the respective annual remuneration pursuant to paragraphes 1 to 4 for each commenced month of such membership. (6) The Company pays an attendance fee of EUR 750 to each member of the Supervisory Board for attending a meeting of the Supervisory Board or of one of its committees of which he is a member, however, in the case of several meetings per day a maximum of EUR 1,500 per day. (7) The members of the Supervisory Board are entitled to the reimbursement from the Company of any expenses necessary and reasonable for the performance of their duties. Furthermore, they are entitled to the reimbursement of any value added tax to be paid by them as a consequence of their Supervisory Board activity. (8) The provisions of this Section 12 will apply for the first time to the remuneration to be paid for the 2012 financial year." 8. Adoption of a resolution about the supplement of Section 15 of the Articles of Association The Board of Executive Directors and the Supervisory Board propose to decide to supplement Section 15 of the Articles of Association by the following Paragraph 2, whereby the previous text under Section 15 becomes Paragraph 1: "(2) The Board of Executive Directors may stipulate that shareholders are permitted to cast their votes, even without participating in the Annual General Meeting, in writing or by way of electronic communication (postal vote). The Board of Executive Directors also determines the further details of the procedure, which it will announce when it convenes the Annual General Meeting." II. Further information and instructions regarding the Annual General Meeting 1. Preconditions for the attendance at the Annual General Meeting and the exercise of the voting right Only those shareholders of the Company, who register with the Company no later than by 2 May 2012, 12:00 p.m. and are entered in the share register for the registered shares, are entitled to attend the Annual General Meeting and exercise the voting right in person or by a proxy. The registration may be submitted via the Company´s website under www.k-plus-s.com/agm. Shareholders, who are entered in the share register, receive their shareholder number and a related access code together with the invitation letter to the Annual General Meeting by mail. The registration may also be sent to the address K+S Aktiengesellschaft c/o Computershare HV-Services AG Prannerstraße 8 80333 München fax: +49 89 / 30903-74675 e-mail: anmeldestelle@computershare.de A form that can be used for this purpose will be sent to shareholders, who are entered in the share register, together with the invitation letter to the Annual General Meeting by mail. You will find more detailed instructions regarding the registration process in the information on the registration form or on the website www.k-plus-s.com/agm. For the exercise of attendance and voting rights, the shareholdings entered in the share register on 3 May 2012, 0:00 a.m. shall be decisive, since no transfers will be registered in the share register between that date and the end of the day of the Annual General Meeting. Together with the registration, the shareholder may request an admission ticket to the Annual General Meeting. Shareholders who use the online service for registration have the option to print their admission ticket themselves directly. Unlike the registration to the Annual General Meeting, the admission ticket is not a precondition for attendance, but merely serves to facilitate the procedure at the admission control points for access to the Annual General Meeting. If a bank is entered in the share register, it may exercise the voting rights for shares that do not belong to it only based on a power of attorney from the shareholder. The same applies to shareholders´ associations and other equivalent persons pursuant to Section 135 Paragraph 8 of the German Stock Corporation Act (AktG) accordingly. The shares are not blocked by the registration to the Annual General Meeting; shareholders can therefore continue to dispose freely over their shares after completing the registration. Holders of American Depositary Receipts (ADRs) will please direct any questions they may have to Ba nk of New York Mellon, New York, Phone: +1 888/269-2377, or to their bank or their broker. 2. Proxy voting procedure Shareholders, who are entered in the share register, may also have their voting right exercised by a proxy, e. g. a bank or shareholders´ association, in the Annual General Meeting. A timely registration is also required in this case. Granting the power of attorney, revoking it, and proof of authorization vis-à-vis the Company require the text form and may be transmitted to the Company under the Internet address www.k-plus-s.com/agm in accordance with the procedure determined by the Company. Transmission may also be effected to the address K+S Aktiengesellschaft c/o Computershare HV-Services AG Prannerstraße 8 80333 München fax: +49 89 / 30903-74675 e-mail: k-plus-s-hv2012@computershare.de A form, which may be used to grant power of attorney, will be sent to the shareholders together with the invitation letter or, as the case may be, the admission ticket to the Annual General Meeting together with additional information on granting power of attorney. On the day of the Annual General Meeting, the power of attorney may be granted, revoked, and the proof of authorization may be documented electronically under www.kplus-s.com/agm, under fax no. +49 89/30903-74675, or at the admission points to the Annual General Meeting. Exemptions from the text form requirement may exist for banks, shareholders´ associations, or equivalent persons or institutions (compare Section 135 and Section 125 Paragraph 5 of the German Stock Corporation Act (AktG)). We offer our shareholders to have themselves represented in the Annual General Meeting by proxies appointed by the Company. Granting the power of attorney and its revocation require the text form and may be transmitted under the Internet address www.k-plus-s.com/agm or to the above-mentioned address. The proxies appointed by the Company exercise the voting right exclusively based on the instructions issued by the shareholder. Please note that the proxies appointed by the Company will not accept any mandates to make speeches, enter objections against resolutions of the Annual General Meeting, or to ask questions or submit motions. Shareholders, who would like to authorize the proxies appointed by the Company or the banks and shareholders´ associations participating in the online service over the Internet, require their shareholder number and the related access password for this. We would like to point out that powers of attorney and instructions issued via the Internet-based system can only be changed using this system and may be revoked only there or by attending the Annual General Meeting in person and issuing a declaration in text form. If a shareholder authorizes more than one person, the Company may reject one or several of them. 3.Shareholder rights Shareholders, whose shares together amount to one-twentieth of the share capital or the proportionate amount of EUR 500,000, may demand pursuant to Section 122 Paragraph 2 of the German Stock Corporation Act (AktG) that items are placed on the Agenda and announced. Requests to amend the Agenda must be received by the Company at least 30 days prior to the meeting, i. e. by 8 April 2012, 12:00 p.m. We ask that requests to amend the Agenda be sent to the following address: K+S Aktiengesellschaft Investor Relations Bertha-von-Suttner-Straße 7 34131 Kassel, Germany Each shareholder has the right to submit a counter-motion to any proposal of the Board of Executive Directors and/ or the Supervisory Board concerning a specific item of the Agenda. A counter-motion must be made available on the Company´s website as set forth in more detail in Section 126 Paragraph 1 and 2 of the German Stock Corporation Act (AktG), if it is received by the Company under the address specified below no later than on 24 April 2012, 12:00 p.m. Each shareholder may also submit an election proposal for the election of Supervisory Board members or of auditors to the Company as set forth in more detail in Section 127 of the German Stock Corporation Act (AktG). An election proposal must be made available on the Company´s website as set forth in more detail in Sections 127, 126 Paragraph 1 and 2 of the German Stock Corporation Act (AktG), if it is received by the Company under the address specified below no later than on 24 April 2012, 12:00 p.m. We will make counter-motions or election proposals, which we have received in time, available on the Internet under www.k-plus-s.com/agm, if they meet the legal requirements.We will also make any comments by the management available under the aforementioned Internet address. We will announce motions for amendments received in time, if they meet the legal requirements. Counter-motions and election proposals from shareholders shall be exclusively addressed to: K+S Aktiengesellschaft Investor Relations Bertha-von-Suttner-Straße 7 34131 Kassel fax: +49 561 / 9301-2425 e-mail: investor-relations@k-plus-s.com Upon request, the Board of Executive Directors shall provide information to any shareholder or shareholders´ representative during the Annual General Meeting about matters of the Company, if it is necessary for a proper assessment of the item of the Agenda. The information obligation also extends to the legal and commercial relationships of the Company with affiliated companies. In order to facilitate a proper reply, shareholders and shareholders´ representatives, who intend to submit questions during the Annual General Meeting, are requested to transmit these questions as early as possible to the aforementioned address. This transmission is not a prerequisite for a reply. The information right is not affected by this. More detailed explanations and information on the rights of shareholders under Sections 122 Paragraph 2, 126 Paragraph 1, 127 and 131 Paragraph 1 of the German Stock Corporation Act (AktG) are available to shareholders on the Company´s website under www.k-plus-s.com/agm. 4. Total number of shares and voting rights At the time the Annual General Meeting is convened, the Company´s share capital is divided into 191,400,000 no-par value registered shares with the same number of voting rights. 5. Information on the Company´s website The information according to Section 124a of the German Stock Corporation Act (AktG) as well as additional explanations regarding the aforementioned shareholder rights are available on the Company´s website under www.k-plus-s.com/agm. The recorded voting results will also be published there after the Annual General Meeting. Information over the telephone is available under +49 561/9301-1100. 6. Transmiss ion of the Annual General Meeting on the Internet The Annual General Meeting will be transmitted on the Internet until the end of the speech of the Chairman of the Board of Executive Directors under www.k-plus-s.com/agm. Kassel, March 2012 The Board of Executive Directors K+S Aktiengesellschaft with registered seat in Kassel, Germany Further inquiry note: Kai Kirchhoff Telefon: +49(0)561-9301-1885 E-Mail: kai.kirchhoff@k-plus-s.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: K+S Aktiengesellschaft Bertha-von-Suttner-Straße 7 D-34131 Kassel phone: +49 (0)561 9301-1460 FAX: +49 (0)561 9301-2425 mail: christian.herrmann@k-plus-s.com WWW: http://www.k-plus-s.com sector: Chemicals ISIN: DE000KSAG888 indexes: DAX, Midcap Market Index, CDAX, Classic All Share, HDAX, Prime All Share stockmarkets: regulated dealing: Hannover, Berlin, München, Hamburg, Düsseldorf, Stuttgart, regulated dealing/prime standard: Frankfurt language: English
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