Invitation to the Annual
Shareholders' Meeting 2008
Dear shareholder,
This is your invitation to our
Annual General Meeting
on Tuesday December 9, 2008 at 12.00 noon
(entry from 11.00 am)
in the Steigenberger Hotel Hamburg,
8th Floor, Room „Über den Dächern Hamburgs“
Heiligengeistbrücke 4,
20459 Hamburg
Germany
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Agenda
Agenda
and proposals for resolutions
1. Presentation of the adopted annual financial statements
and the approved consolidated financial statements for
fiscal year 2007/2008. Presentation of KROMI Logistik
AG‘s management report as well as the group management report for fiscal year 2007/2008. Presentation
of the report of the Supervisory Board and the report
of the Managing Board on the information within
the meaning of Sections 289 (4) and 315 (4) of the
Handelsgesetzbuch (HGB – German Commercial Code)
for fiscal year 2007/2008
2. Appropriation of net retained profits
The Managing and Supervisory Boards propose utilizing
the net retained profits of € 2,242,812.52 for fiscal year
2007/2008 as follows:
Transfer to other retained earning EUR
Carried forward to new account
EUR
Net retained profits
EUR
1,000.000.00
1,242,812.52
2,242,812.52
3. Resolution to ratify the Managing Board
The Managing and Supervisory Boards propose to ratify
the members of the Managing Board for fiscal year
2007/2008.
4. Resolution to ratify the Supervisory Board
The Managing and Supervisory Boards propose to ratify
the members of the Supervisory Board for fiscal year
2007/2008.
5. Election of the auditor for fiscal year 2008/2009
The Supervisory Board proposes electing Ebner, Stolz,
Mönning GmbH Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft, Hamburg, as the auditor
for the financial statements in 2008/2009.
6. Authorization to acquire own shares and for
their further use including authorization to withdraw acquired own shares and reduce capital
3
Agenda
The Managing and Supervisory Boards propose the
following resolution:
a) The company is authorized to acquire own shares of
up to ten percent of its share capital by June 8, 2010.
Together with other shares which may have been
acquired for other reasons and which are held by
the company or which are to be allocated to it within
the meaning of Sections 71a et seq of the AktG, the
shares acquired as a result of this authorization may
not, at any time, exceed 10% of the share capital.
Treasury shares may be acquired via the stock
exchange or using a public offer to buy made to all
shareholders. The compensation when acquiring the
shares (without incidental acquisition costs) may not
be more than 10% higher or lower than the average
share price (closing price of KROMI Logistik shares in
XETRA trading or a comparable successor system on
the Frankfurt Stock Exchange) on the last three days
of trading prior to the undertaking to acquire shares
or, in the case of a public offer to buy, prior to the day
the offer is published. If the volume of the offered
shares exceeds the intended buy-back volume in a
public offer to buy, the purchased amount must be
proportionate to the shares offered in each case.
Preferred acceptance of low numbers of shares of up
to 100 shares of the company offered for acquisition
per shareholder can be prescribed.
b) The Managing Board is authorized, with the approval
of the Supervisory Board, to sell the acquired shares
via the stock exchange, via an offer to all shareholders, or against non-cash compensation excluding
shareholders‘ subscription rights for the purpose
of acquiring companies or participating interests in
companies.
In addition, the Managing Board is authorized, to sell
the shares against cash compensation, excluding
shareholders‘ subscription rights, if the purchase
price is not significantly lower than the stock market
price of the shares at the time of the sale. This authorization may only be used if it can be ensured that
the number of shares to be sold as a result of this
authorization, together with shares from authorized
capital excluding shareholders‘ subscription rights
that are issued within the meaning of Section 186
(3) sentence 4 of the Aktiengesetz (AktG – German
4
Agenda
Public Limited Companies Act), do not exceed 10%
of the share capital which exists when the shares are
issued or sold.
c) The Managing Board is authorized to withdraw the
shares acquired as a result of this authorization
without further resolutions by the General Meeting
and to reduce the share capital by the amount
due to the withdrawn shares. The Managing Board
can withdraw the shares using a simplified method
without reducing the share capital, with the result
that the proportion of the other shares in the share
capital increases as a result of the withdrawal. If the
shares are withdrawn using the simplified method
without reducing the share capital, the Managing
Board is authorized to adjust the number of shares in
the Articles of Incorporation.
d) The authorization to acquire, re-sell and withdraw
own shares can be exercised in whole or in part, on
one or on several occasions in each case.
Managing Board‘s report on agenda item 6 within the
meaning of Section 71 (1) No. 8 in conjunction with Section
186 (3) sentence 4 and Section 186 (4) sentence 2 of the
AktG
The proposed authorization aims to enable the Managing
Board to acquire own shares via the stock exchange or a
public offer to buy up to June 8, 2010, with the approval
of the Supervisory Board and in the interests of the company and its shareholders totaling up to 10% of the share
capital. The company is thus availing of Section 71 (1) No.
8 of the AktG, which allows Aktiengesellschaften (German
public limited companies) to acquire own shares totaling
up to 10% of the share capital based on authorization by
the General Meeting. The share capital currently totals
EUR 3,750,000; 10% of the current share capital thus
equates to 375,000 shares.
The company can acquire the shares via the stock exchange
or via a public offer to buy made to all shareholders. If
shares are acquired via a public offer to buy (tender), each
shareholder of the company who is prepared to sell their
shares can decide how many shares and, if a price range
has been determined, at what price they want to offer their
shares. If the quantity offered at a set price exceeds the
quantity of shares demanded by the company, the offers
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Agenda
to sell must be allocated. As a rule, allocation is to be
proportionate. Preferential acceptance is only possible for
small offers or small parts of offers as permitted by law,
however at most up to 100 vested shares per shareholder.
This allows fractions small residual amounts to be avoided
when defining the amounts to be acquired, thus easing
technical processing.
The own shares acquired by the company may be resold
by way of a public offering to all shareholders or via the
stock market. In addition, the proposed authorization
allows the company to sell acquired own shares off the
stock exchange or without an offer to all shareholders if
the price of the shares is not significantly lower than the
stock market price on the date of the sale. This thus avails
of the opportunity for easing the exclusion of subscription
rights for shareholders according to Section 71 (1) No. 8
of the AktG with corresponding application of Section 186
(3) Sentence 4 of the AktG. This aims, in the company‘s
interests, to create the possibility to offer shares of the
company to institutional investors in Germany and abroad,
thus expanding the group of shareholders. The requested
authorization should also allow the company to react
quickly and flexibly to favorable situations on the stock
market. In particular, it allows faster and, in particular,
more cost-effective placement of the shares than a sale
with shareholders‘ subscription rights being granted.
The shareholders interests in assets and voting rights are
granted to a reasonable extent during this process. The
authorization based on Section 186 (3) Sentence 4 of the
AktG is restricted to a maximum of 10% of the company‘s
respective share capital. In addition, the Managing Board
will take into account the fact that this restriction is also
to be applied to shares that were issued or sold through to
the date of application, either with direct or corresponding
use of this regulation for the term of this authorization.
The issue of protecting the shareholders against dilution is
taken into account in that the shares may only be sold at
a price that is not significantly less than the relevant stock
market price. There is no disadvantage for shareholders to
the extent that they are interested in retaining their proportionate voting rights, as they can acquire a corresponding
number of shares via the stock exchange at any time.
The proposed authorization also aims to allow the company to acquire own shares in order to be able to grant these
as compensation as part of business combinations or
6
Agenda
when acquiring companies or equity interests. International
competition and economic globalization often demand this
type of compensation. The proposed authorization for the
company thus aims to grant it the flexibility required to be
able to quickly and flexibly take advantage of opportunities to acquire companies that present themselves. This is
borne out by the proposed exclusion of subscription rights.
When defining the valuation ratios, the Managing Board will
ensure that the shareholders‘ interests are upheld to a reasonable extent. In deciding whether own shares or shares
from authorized capital are to be used in these cases, the
Managing Board will be solely driven by the interests of the
shareholders and the company.
Documents
The documents detailed under agenda item 1, the report on
agenda item 6 and the agenda for the General Meeting are
available, once the General Meeting has been called, at the
company‘s Web site www.kromi.de and are also available
for viewing by shareholders at the company‘s offices in
22419 Hamburg, Tarpenring 11 and at the General Meeting.
The documents will also be sent to the shareholders free of
charge upon request.
Total number of shares and voting rights
On the date the General Meeting was called, the company‘s
share capital totaled EUR 3,750,000 comprising 3,750,000
no-par value bearer shares. Each share entitles the bearer
to one vote at the General Meeting. The company does not
own any own shares. The total number of voting rights on
the date the General Meeting was called thus amounted to
3,750,000.
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Participation
Participation
Shareholders are entitled to participate in the General
Meeting and exercise their voting rights only if they present
evidence that their custodian bank has registered their
shareholding at the following address at the latest by the
end of December 02, 2008 in text form (Section 126b of
the Bürgerliches Gesetzbuch (BGB – German Civil Code)) in
German or English:
KROMI Logistik AG
c/o Bankhaus Neelmeyer Aktiengesellschaft
Am Markt 14 - 16
28195 Bremen
Germany
Fax:
+49 - (0)421 - 36 03 - 153
Verification of the shareholding must relate to the start
of November 18, 2008 (00.00 am) and be received by the
company at the latest by December 02, 2008.
After receipt of the registration and verification of their
shareholding by the company, the shareholders are sent
entry tickets for the General Meeting. These entry tickets
serve as the shareholders‘ ID to participate in and vote at
the General Meeting.
Voting rights can be exercised by a proxy, i.e., by the custodian bank, a shareholders association or by another person
of your choosing. The proxy can be issued in writing, by fax
or electronically (e-mail); there may be other regulations
for banks, shareholders associations and other persons
detailed under Section 135 (9) of the AktG.
Shareholders of our company that can neither participate in
person at our General Meeting nor wish to send a personal
proxy to the General Meeting, can also authorize the proxy
appointed by the company to exercise their voting rights.
The proxy can be issued in writing, by fax or electronically
(e-mail); there may be other regulations for banks, shareholders associations and other persons detailed under
Section 135 (9) of the AktG. Shareholders who want to
appoint the proxy appointed by the company must, in any
event, issue this proxy with instructions on how to exercise
their voting rights for each agenda item using the proxy and
instruction form included on their ticket. This also includes
further information. The proxy is not valid without instructions. The company‘s proxy is authorized to vote in line with
the instructions.
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Participation
A power of attorney or a sub-power of attorney can be
issued using the form on the back of the entry card. In addition, shareholders can use the form for issuing a proxy and
instructions that can be downloaded from the company‘s
Web site. The form can also be obtained from the company
free of charge.
Applications by shareholders
Applications by shareholders within the meaning of Section
126 (1) of the AktG or election nominations of Section
127 AktG should be directed exclusively to the following
address:
KROMI Logistik AG
Tarpenring 11
22419 Hamburg
Germany
Fax:
+49 - (0)40 - 53 71 51 - 97
Applications sent to other addresses will not be
considered.
Applications received from shareholders up to, at the latest,
the end of November 24, 2008 at the above address, will
be published without delay at the company‘s Web site
www.kromi.de, stating the shareholding held by the shareholders making the application.
Hamburg, October 2008
THE MANAGING BOARD
9
Notes
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Directions
How to find us:
Steigenberger Hotel Hamburg
Heiligengeistbrücke 4, 20459 Hamburg
Tel.: +49 (0)40 5368 06 – 0.
By car
Highway A1 (coming from the south): Junction Hamburg-Süd,
head towards Hamburg-Innenstadt (255), cross the bridges
over the Elbe, Amsinckstraße, Ost-West-Straße, turn right into
the Admiralitätsstraße (underground parking at the).
Highway A7: Exit Hamburg-Bahrenfeld, head towards the
city center, Stresemannstraße, Budapester Straße,
Ludwig-Erhard-Straße, then: see the map.
Parking fees will not be refunded.
From the airport
Take the Airport-Express to Ohlsdorf, then take the train line U1
to Jungfernstieg and then the S1 or S3 train to Stadthausbrücke.
From there it is around 2 minutes to the hotel.
From the main train station
Take the train S1 or S3 to Stadthausbrücke. From there it is
around 2 minutes to the hotel.
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KROMI Logistik AG
Tarpenring 11
22419 Hamburg
Telephone: +49(0)40 - 53 71 51 - 0
Telefax:
+49(0)40 - 53 71 51 - 97
www.kromi.de
[email protected]