Kontakt Contact

The Annual General Meeting of SIMONA Aktiengesellschaft, 55606 Kirn, has taken place on 10 June 2016, at 11.00 hrs, and was held at Gesellschaftshaus der Stadt Kirn, Neue Straße 13, in 55606 Kirn, Germany.

Invitation to the Annual General Meeting 2016

The Annual General Meeting of SIMONA Aktiengesellschaft, 55606 Kirn, will take place on 10 June 2016, at 11.00 hrs, and will be held at Gesellschaftshaus der Stadt Kirn, Neue Straße 13, in 55606 Kirn, Germany.

Agenda

1. Submission of the adopted financial statements of SIMONA AG and the approved consolidated financial statements, the management report of SIMONA AG as well as the Group management report, which has been combined with the management report of SIMONA AG, together with the explanatory report of the Management Board in respect of disclosures required under Section 289(4) and Section 315(4) of the German Commercial Code (Handelsgesetzbuch – HGB) as well as the report by the Supervisory Board for the 2015 financial year

The aforementioned documents will be made accessible and explained at the Annual General Meeting. Additionally, the documents can be viewed on the Internet at www.simona.de in the Investor Relations section. On 14 April 2016, the Supervisory Board approved the financial statements and consolidated financial statements prepared by the Management Board. The financial statements are thereby adopted. Therefore, no resolutions will be required by the Annual General Meeting with regard to this item on the agenda.

2. Resolution concerning the appropriation of distributable profit ("Bilanzgewinn" – unappropriated surplus)

The Management Board and the Supervisory Board propose that the unappropriated surplus of €12,043,841.15, as disclosed in the financial statements, shall be used as follows:
a) Payment of a dividend of €10.00 per share, payable on 13 June 2016: €6,000,000.00
b) Amount to be carried forward to new account: €6,043,841.15

3. Resolution concerning the formal approval of the actions of the Management Board for the 2015 financial year

The Management Board and the Supervisory Board propose that formal approval be granted to the members of the Management Board in office during the financial year 2015 in respect of their actions during this period.

4. Resolution concerning the formal approval of the actions of the Supervisory Board for the 2015 financial year

The Management Board and the Supervisory Board propose that formal approval be granted to the members of the Supervisory Board in office during the financial year 2015 in respect of their actions during this period.

5. Appointment of the auditor and the Group auditor for the 2016 financial year

On the recommendation of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as the independent auditor of SIMONA AG and independent group auditor of the SIMONA Group for the 2016 financial year.

6. Supervisory Board elections

In accordance with Section 95 sentence 2, Section 96(1), 4th alt. and Section 101(1) of the German Stock Corporation Act (Aktiengesetz – AktG), Section 1(1) no.1, Section 4 of the One-Third Participation Act (Drittelbeteiligungsgesetz) and Article 13 of the Articles of Association of SIMONA AG, the Supervisory Board of SIMONA AG is comprised of four members representing the shareholders and two members representing the staff of the Company. Upon conclusion of the General Meeting of Shareholders on 10 June 2016, the term in office of the four current members of the Supervisory Board elected by the shareholders of the Company shall come to an end.

The Supervisory Board proposes the appointment of the following persons as members of the Supervisory Board of SIMONA AG effective from the point at which the Annual General Meeting has ended. Pursuant to Article 13 sentence 2 of the Articles of Association of SIMONA AG, the appointment of Supervisory Board members shall remain effective until the end of the General Meeting of Shareholders convened for the purpose of resolving on the ratification of actions of the Supervisory Board for the fourth financial year subsequent to the commencement of the tenure. This period shall not include the financial year in which the tenure commences.

  1. Roland Frobel, Isernhagen, Tax Advisor
    Managing Director of ROSSMANN CENTRAL EUROPE B. V., Renswoude, Netherlands
    Membership of domestic and foreign supervisory bodies of commercial enterprises:
    Member of the Supervisory Board of GBK Beteiligungen AG, Hannover
    Chairman of the Advisory Board of Saxonia Holding-Gesellschaft mbH & Co. KG, Wolfsburg
     
  2. Dr. Rolf Goessler, Bad Dürkheim, Diplom-Kaufmann
    Membership of domestic and foreign supervisory bodies of commercial enterprises:
    Member of the Supervisory Board of J. Engelsmann AG, Ludwigshafen
     
  3. Dr. sc. techn. Roland Reber, Stuttgart, Diplom Werkstoff-Ingenieur ETH
    Managing Director of Ensinger GmbH, Nufringen
    No membership of domestic and foreign supervisory bodies of commercial enterprises.
     
  4. Joachim Trapp, Biberach
    Member of the Management Board of Kreissparkasse Biberach, Biberach
    Managing Director of Sparkasse-Immobilien BC GmbH, Biberach
    Managing Director of Sparkasse-Immobilien BC Grundstücksverwaltungsgesellschaft mbH, Biberach
    No membership of domestic and foreign supervisory bodies of commercial enterprises

The Annual General Meeting is not bound by nominations.

7. Resolution concerning a change to the Articles of Association

On the recommendation of its Personnel Committee, the Supervisory Board proposes an adjustment to Supervisory Board compensation. In addition to the reimbursement of their expenses, members of the Supervisory Board currently receive fixed compensation of €10,000 payable after the end of the Company's financial year. The scope of duties to be performed by the members of the Supervisory Board has increased in recent years due to more extensive statutory requirements concerning the Supervisory Board's obligations to monitor and control the Company. The most recent increase in compensation was resolved by the Annual General Meeting in 2006. An increase in fixed annual compensation to €13,000 reflects the more extensive duties to be performed by the Supervisory Board. Additionally, the wording of the Articles of Association on the compensation of Committee membership shall be clarified. The Management Board and the Supervisory Board propose that Article 19 of the Articles of Association be reworded as follows:

Article 19 Supervisory Board compensation 
In addition to the reimbursement of their expenses, members of the Supervisory Board shall receive fixed annual compensation of €13,000 (in words: thirteen thousand euros) payable after the end of the Company's financial year. The Chairperson of the Supervisory Board shall receive an amount equivalent to double the fixed level of compensation; the Deputy Chairperson shall receive an amount equivalent to one and a half times the fixed level of compensation. 
In addition to fixed compensation, the General Meeting of Shareholders may vote to grant members of the Supervisory Board a variable component of compensation, payment of which is dependent on whether specific corporate performance indicators have been met or exceeded. If such a resolution is adopted, it shall remain in force until a new resolution is passed by the General Meeting of Shareholders.
Additional fixed compensation of €7,000 per committee membership, due after the end of the Company's financial year, is payable to members of the Supervisory Board who sit on a committee.
Members of the Supervisory Board or of a committee who sit on the Supervisory Board or committee for only part of the year receive one twelfth of the total annual compensation for each new month of their membership.

8. Resolution on the non-personalised disclosure of Management Board compensation

On 3 August 2005, the German Bundestag passed the Act on the Disclosure of Management Board Compensation (Gesetz über die Offenlegung der Vorstandsvergütungen – VorstOG). Under Section 285 sentence 1 no. 9 a) of the German Commercial Code (Handelsgesetzbuch – HGB) exchange-listed stock corporations are required to disclose the compensation of each management board member separately by name, subdivided into non-performance and performance-related components as well as components with a long-term incentive effect. Disclosure is not required, however, if the general meeting of shareholders passes a resolution to such effect. The resolution, which can only remain valid for a period of five years, requires a majority of at least three-quarters of the share capital represented at the time of voting. Pursuant to Section 136(1) of the German Stock Corporation Act (Aktiengesetz – AktG), shareholders whose level of compensation would be affected by the resolution are prohibited from exercising the voting rights. The Management Board and Supervisory Board are of the unanimous opinion that personalised disclosure of compensation provides no significant gain in transparency. The Management Board and Supervisory Board propose the following resolution:

Disclosure of details specified under Section 285 sentence 1 no. 9 a) sentences 5 to 9 of the German Commercial Code (Handelsgesetzbuch – HGB) shall not be required for a period of 5 years (for the separate and consolidated financial statements in respect of the financial years from 2016 to 2020). This shall also apply to disclosure obligations under Section 314(1) no. 6 a) sentences 5 to 9 of the German Commercial Code (Handelsgesetzbuch – HGB).

Other information relating to the convening of the AGM

Total number of shares and voting rights

At the date on which the convening of the Annual General Meeting was announced in the Federal Gazette, the share capital of the Company was €15,500,000.00, divided into 600,000 no-par-value bearer shares. Thus, the total number of shares at the date of the convening of the Annual General Meeting was 600,000.

Each no-par-value share is equipped with one vote. Thus, the total number of voting rights at the date of the convening of the Annual General Meeting was 600,000. At the date of the convening of the Annual General Meeting the Company held no treasury shares.

Registration and participation

Attendance at the Annual General Meeting – in person or through an authorised representative – and the exercising of voting rights shall be permissible only for those shareholders who have registered in text form (within the meaning of Section 126b of the German Civil Code (Bürgerliches Gesetzbuch – BGB)), either in German or English, by 3 June 2016, 24.00 hrs, at the latest.

Registration address:
SIMONA AG c/o Commerzbank AG
GS-MO 3.1.1 General Meetings
60261 Frankfurt am Main
Fax: +49 (0) 69 13 626 351
E-Mail: hv-eintrittskarten@commerzbank.com

Furthermore, shareholders shall be obliged to furnish evidence of their entitlement to participate in the Annual General Meeting and to exercise voting rights. The aforementioned evidence shall be furnished in text form (Section 126b BGB), either in German or English, in the form of a document to be issued by the bank or credit institution responsible for the securities/safe-custody account, specifying the ownership interest. This document must be received by the Company at the address specified below by the end of 3 June 2016, 24.00 hrs. It must make reference to the start of the 21st day before the Annual General Meeting (i.e. 24.00 hrs on 20 May 2016, the "record date"). Only those who have furnished such evidence shall be recognised by the Company as shareholders entitled to participate in the Annual General Meeting and exercise voting rights. In particular, sales transacted after the record date shall have no bearing on the content and scope of the seller's lawful participation and voting rights. Persons who acquire shares subsequent to the record date shall only be entitled to attend and vote in respect of their shareholdings if they have obtained from the seller a power of attorney to do so or an authorisation to exercise such rights.

Admission tickets to the Annual General Meeting will be sent out to shareholders who register on time and provide evidence of share ownership. For organisational reasons, the admission ticket shall be used as identification for the purpose of participating in the Annual General Meeting and exercising the right to vote. However, presentation of the admission ticket is not a prerequisite for participating in the Annual General Meeting or exercising the right to vote. To ensure tickets are received on time, we would ask shareholders to register and submit evidence of share ownership as early as possible.

Proxy representation

Shareholders who are not able to attend the Annual General Meeting in person may also exercise their right to vote at the Annual General Meeting through an authorised agent (such as the custodian bank or other bank, an association of shareholders or other person of their choice). Even where such an authorisation is granted, the shareholder or agent will have to be registered in the proper way and evidence of authorisation must be furnished accordingly. Where a shareholder authorises more than one person, the Company may reject one or more such persons. Proxy voting power must be made in text form (Section 126b BGB) and can be conferred by means of a declaration to the appointed agent or the Company. The postal address, fax number and e-mail address below are used to confer proxy voting power to the Company and submit evidence of authorisation conferred on an appointed agent.

SIMONA AG, Investor Relations
Teichweg 16, 55606 Kirn, Germany 
Fax: +49 (0) 67 52 14-738
E-Mail: ir@simona.de

Proof of proxy may also be furnished by the authorised party on the day and at the venue of the Annual General Meeting.

Special conditions may apply where authorisation is conferred on a bank, shareholders' association or equivalent person or institution under the terms of Section 135 AktG; in such a case, shareholders are kindly requested to communicate in good time with the proxy to be appointed for the purpose of clarifying the form of proxy representation that may be required. The information outlined above shall apply accordingly in cases of revocation of proxy voting power.

An authorisation form and further information concerning authorisation will be sent to shareholders along with their admission tickets. Shareholders may request an authorisation form to be sent to them at any time, and the form is also available online at www.simona.de (Company/Investor Relations/Annual General Meeting). Shareholders are kindly requested to confer proxy voting power using the authorisation form provided.

This year, we will once again offer our shareholders the service of being represented by a proxy representative of SIMONA AG, who will exercise the right to vote according to the instructions of shareholders. In such cases, the shareholder must still register in the proper way and evidence of authorisation must be furnished accordingly. The Company's proxy representative is obliged to vote as directed. For this reason, in addition to conferring on the representative the power of proxy voting, the representative must be instructed how to exercise the voting right. Unless the representative is in possession of clear and explicit directions relating to the individual items on the agenda, the Company proxy representative will not exercise the right to vote. Shareholders wishing to confer proxy voting power and provide instructions to a proxy representative of the Company are requested to use only the authorisation form provided for this purpose with the admission ticket; proxy voting power and voting instructions may not be conferred on a Company proxy representative in any other way. The Company must receive notice of voting power and voting instructions to be conferred on a Company proxy representative by 7 June 2016, 24.00 hrs, via the postal address, fax or e-mail address for conferring proxy voting power as shown above. Please note that authorisations and voting instructions for a Company proxy representative which are received after this deadline can no longer be accepted.

Shareholder rights under Sections 122(2), 126(1), 127, 131(1) AktG

Requests for additions to the agenda (Section 122(2) AktG)

Shareholders whose shares amount in aggregate to no less than one twentieth of the share capital or represent an amount of the share capital corresponding to €500,000.00 (equivalent to 19,355 no-par-value shares) are entitled to propose items to be put on the agenda and disclosed (Section 122(2) AktG). Each new item shall be accompanied by an explanation or a draft proposal. Such submissions must be made in writing to the Management Board, to arrive at the following address at least 30 days before the Annual General Meeting (i.e. by 10 May 2016, 24.00 hrs, at the latest):

SIMONA AG, Management Board (Vorstand)
Teichweg 16, 55606 Kirn, Germany 

Anyone proposing a motion must prove that they have held shares for at least three months prior to the day of the Annual General Meeting and that they will continue to hold the shares until a decision is reached on their proposal.

Unless announced in parallel with the convening notice, additions to the agenda that require publication will be announced in the Federal Gazette as soon as the proposal is received; for publication purposes, they will also be forwarded to media that can be relied upon to propagate the information throughout the European Union. Additional proposals will also be published at www.simona.de (Company/Investor Relations/Annual General Meeting).

Countermotions and election proposals (Sections 126(1), 127 AktG)

Shareholders may also submit to the Company motions counter to a proposal of the Management Board and Supervisory Board in relation to a particular item on the agenda. Motions of this kind must be forwarded, together with the name of the shareholder and the grounds for the submission, in writing, by fax or by e-mail to the following postal address, fax number or e-mail address:

SIMONA AG, Management Board (Vorstand)
Teichweg 16, 55606 Kirn
Fax: +49 (0) 67 52 14 -738
E-Mail: ir@simona.de

In accordance with Section 126(1) AktG, countermotions received via the contact details above at least 14 days before the day of the Annual General Meeting (i.e. by 26 May 2016, 24.00 hrs, at the latest), along with any comments by board members, will be communicated to shareholders online at www.simona.de (Company/Investor Relations/Annual General Meeting). Countermotions directed elsewhere shall not be considered.

The right of every shareholder to propose countermotions on a particular item on the agenda during the General Meeting without submitting such countermotions to the Company in advance is not affected. Countermotions communicated prior to the Meeting must also be proposed again verbally during the Annual General Meeting.

The details above shall apply analogously to a nomination by a shareholder for the election of Supervisory Board members, annual auditors or special auditors, with the proviso that the nomination need not be supported by a statement of grounds.

Right to information (Section 131(1) AktG)

At the Annual General Meeting, each shareholder shall be entitled to request information from the Management Board regarding the Company's affairs, provided such information is needed to permit a proper evaluation of a relevant item on the agenda (Section 131(1) AktG). The duty to provide information shall also extend to the Company’s legal and business relations with any affiliated enterprise. Since the consolidated financial statements and Group management report (amongst other documents) will be presented to the Annual General Meeting hereby convened, the Management Board's duty to inform shall extend to the position of the Group and the enterprises included in the consolidated financial statements.

Under Section 131(2) sentence 2 AktG in conjunction with Section 23(3) of the Articles of Association, the chairperson of the Meeting is entitled to restrict as appropriate the time allocated to questions and speeches by shareholders.

Information pursuant to Section 124a AktG

This convening notice, the documents to be made available to the Annual General Meeting and the other information specified in Section 124a AktG are published online at www.simona.de (Company/Investor Relations/Annual General Meeting). The documented results of voting will be published on the same site subsequent to the Annual General Meeting.

Kirn, April 2016

SIMONA AG
The Management Board

This invitation was published in German on 28/04/2016 in "Elektronischer Bundesanzeiger" (Electronic Federal Gazette).

Annual Report 2015

We look forward to sending you our 2015 Annual Report. To request a copy, please contact our Investor Relations department, ph. +49(0)6752 14-383 or email ir@simona.de.

Location "Gesellschaftshaus"

Travelling by car

The event venue Gesellschaftshaus is located in the centre of Kirn, near SIMONA Plant I (parking). Coming from the B41, please follow the signage to SIMONA Plant I. You can walk from Plant I to the Gesellschaftshaus venue (the route is signposted).

Travelling by rail

Coming from the railway station, please cross Bahnhofstraße at the traffic lights. Continue along Bahnhofstraße of the left-hand side until you reach August-Bebel-Platz. From there, turn right into Übergasse. At Marktplatz (Market Square) go right and follow Steinweg until you reach Neue Straße. Continue along Neue Straße on the left-hand side until you reach Gesellschaftshaus.

Countermotions Annual General Meeting 2016

No countermotions have been received in respect of the Annual General Meeting of SIMONA AG on 10 June 2016.

Speech by Wolfgang Moyses, CEO/Chairman of the Management Board of SIMONA AG, Kirn, held on the occasion of the Annual General Meeting of Shareholders on 10 June 2016 in Kirn

- Only the spoken word shall be authoritative -


Valued Shareholders, Dear Guests and Members of Staff,

May I take this opportunity to welcome you, on behalf of the Management Board, to the Annual General Meeting of SIMONA AG. For most part, there were clear roads ahead during the 2015 financial year. We

  • increased revenue and earnings year on year,
  • exceeded our revenue and earnings forecast,
  • further expanded the proportion of revenue generated outside of Europe  and saw another improvement in our equity ratio. 

Valued Shareholders,
We would like to propose to you a substantially higher dividend payment for the 2015 financial year – €10 per share, which is 25 per cent more than in the previous year.

This, in a nutshell, aptly summarises our performance in the 2015 financial year.

Allow me, however, to provide some further details of the key developments and factors that underpinned our success in the financial year under review – which, by the way, was our best annual period in the company's 159-year history. Supported by buoyant business in the United States and Germany, we managed to lift revenue by 7 per cent to €360 million in the 2015 financial year. As a consequence, we also exceeded our revenue forecast of between €345 and 355 million.

The proportion of revenue generated outside Europe rose to 28 per cent. This is mainly attributable to the United States, where we successfully restructured our Industrial Products division and completed the closure of one plant. Acquired in 2014, Boltaron Inc. has been an absolute delight. It produced significant growth in the booming market of aircraft interiors. We fell short of expectations in the Asia-Pacific region and its overall share of business stagnated at 5 per cent.

Valued Shareholders,
Looking at our two principal product groups – Semi-Finished Parts as well as Pipes and Fittings –, we achieved growth in both areas. As regards Semi-Finished Parts, we saw revenue increase by 7 per cent in the year under review, fuelled by solid business in Germany and the United States. Against the backdrop of strong international project business, revenue from Pipes and Fittings grew by more than 8 per cent.

We are extremely satisfied with our earnings performance at an operating level. Our EBIT margin of 7.4 per cent is in excess of our forecast and substantially higher than the prior-year figure of 5.3 per cent. Among the key growth drivers were a strong earnings contribution from our US business, efficiency gains in Europe and forex factors.

Valued Shareholders,
This is nothing new, but it is nevertheless worth mentioning: we further improved our solid financial and balance sheet structure.

Our equity ratio rose from 53 to 57 per cent, while cash and cash equivalents increased by more than €10 million to €32 million.

We believe that our shareholders should also benefit directly from our solid performance in fiscal 2015. With this in mind, we propose to the Annual General Meeting a dividend of €10 per share. This is €2 per share more than in the previous year. The dividend yield is 2.7 per cent. In total, 67 per cent of the annual profit of SIMONA AG is to be paid out to shareholders. SIMONA shares put in a solid performance in 2015. Recording a gain of 20 per cent, they outperformed the DAX.  

Valued Shareholders,
Our success in fiscal 2015 is also attributable in part to progress made with regard to the strategic realignment measures agreed back in 2013. Commercial success is not necessarily driven directly by strategy. For us, it was important to move in the right direction. This is precisely what we achieved when we look at our three strategic goals:

  1. to improve profitability, particularly in Europe,
  2. to drive forward the process of internationalisation and
  3. to become more dynamic in entering into new fields of application and developing new products. 

Our consolidation and restructuring efforts in Europe are taking effect. We focused our sales and logistics network and entered into partnerships with major trading companies in the period under review. In doing so, we managed to improve our overall profitability and our market share. Our plants in Germany raised productivity by 3 per cent with the help of lean management.

Progress made in the area of productivity is also illustrated by our percapita revenue. In fiscal 2013 – when we agreed on our strategic goals – revenue per capita was €244 thousand. In 2015 it was €284 thousand, an increase of 16.4%.

We are well on the way to achieving the strategic goal of reducing our dependence on Europe, the aim being to generate 40 per cent of our revenue outside Europe in future – thanks mainly to our business in the United States. Having said that, there is still work to be done. It is essential that we accelerate our growth in Asia and India, while at the same time maintaining our forward momentum in the United States. We are planning to establish a subsidiary in India in 2016.

Ladies and Gentlemen,
We are still very much at the beginning when it comes to entering new fields of application and developing new products – if you look at the bare figures. Our target for the share of new products in total revenue is 5 per cent. That doesn't sound particularly impressive, but it's substantial for our industry. According to the ZEW Innovation Report 2015, the average figure for all companies operating within the field of plastics and rubber processing is 3 per cent. Our company is at the same level. However, we are investing heavily to push the share of new products onwards and upwards.

Our new Technology Centre in Kirn allows us to process high-performance plastics and enter into new development partnerships. Expenditure on research and development was increased by 50 cent to €3.6 million in the 2015 financial year.

New products such as SIMOWOOD, SIMOFLOOR and SIMOLIFE are beginning to make their mark. However, further efforts will be needed in this area. Developing new products and fields of application requires stamina and determination – we have both.

Ladies and Gentlemen,
On the whole, we are satisfied with the way in which we have advanced and executed our strategy. There is still a lot to be done, but we are definitely on the right track and we will continue to move forward in a determined manner. Allow me to take this opportunity to thank my Management Board colleagues and all our employees around the globe for their excellent contribution in 2015.

Valued Shareholders,
What do we expect for the 2016 financial year? We recorded slightly higher revenue in the first quarter, with earnings down marginally. EBIT was adversely affected by foreign exchange movements. Without these forex factors, EBIT would have been better than in the first quarter of 2015. Our solid performance was again driven by our business activities in the United States.

Despite this, our outlook for the future is based on caution in view of the current economic climate.

While we are not in a position to influence general economic conditions, we are more than capable of determining our own actions. We will continue to focus on implementing our strategy.  

In 2016, our aim is to step up our efforts again with regard to acquisitions. We know from experience that these things cannot be put in place from one day to another.

We have drawn up a strategy for this purpose and agreed it with the Supervisory Board. In this context, we have identified two profiles with regard to target candidates. Acquisitions can either be regional or technological in nature. Regional acquisitions would be made to improve our position in a specific market, e.g. in Asia. Technological acquisitions would be focused on gaining access to new fields of application or industries, as was the case when we purchased Boltaron with a focus on the aircraft industry.

Funds available to us for acquisitions are in the range of €100-150 million. This does not mean that we will spend the full amount, but we believe we are well placed to play a very active role in this area.  

Valued Shareholders,
We saw an improvement in our performance both in 2014 and in 2015. For the current financial year we anticipate Group revenue of €360-370 million and earnings of €20-25 million. These guidance figures are slightly higher than the outlook presented at our annual press conference towards the end of April. Despite a more challenging business environment, we believe the future of SIMONA is bright.

I would like to thank you for putting your trust in our company. I look forward to pursuing the successful route chosen by SIMONA.

Thank you for your kind attention.

Abstimmungsergebnisse zur Hauptversammlung 2016

Präsenz der Hauptversammlung 2016 am 10.06.2016:

Vertretenes Grundkapital in Stimmen: 554.030
Vertretenes Grundkapital in Prozent: 92,3383 %

Abstimmungsergebnis zu Punkt 2 der Tagesordnung

Verwendung des Bilanzgewinns

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 3 der Tagesordnung

Entlastung des Vorstandes

Es wurden für: 483.121 Aktien gültige Stimmen abgegeben
Dies sind: 80,5202 % des Grundkapitals
Abgegebene JA- Stimmen: 483.121 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 4 der Tagesordnung

Entlastung des Aufsichtsrates

Es wurden für: 552.730 Aktien gültige Stimmen abgegeben
Dies sind: 92,1217 % des Grundkapitals
Abgegebene JA- Stimmen: 552.730 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 5 der Tagesordnung

Wahl des des Abschlussprüfers

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 6 der Tagesordnung

Wahlen zum Aufsichtsrat - Einzelwahl Herr Roland Frobel

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 6 der Tagesordnung

Wahlen zum Aufsichtsrat - Einzelwahl Herr Dr. Rolf Goessler

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 6 der Tagesordnung

Wahlen zum Aufsichtsrat - Einzelwahl Herr Dr. Roland Reber

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 6 der Tagesordnung

Wahlen zum Aufsichtsrat - Einzelwahl Herr Herr Joachim Trapp

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 7 der Tagesordnung

Beschlussfassung über eine Satzungsänderung

Es wurden für: 554.030 Aktien gültige Stimmen abgegeben
Dies sind: 92,3383 % des Grundkapitals
Abgegebene JA- Stimmen: 554.030 dies entspricht: 100 %
Gegen NEIN- Stimmen: 0 dies entspricht: 0 %
Bei Enthaltungen: 0

Abstimmungsergebnis zu Punkt 8 der Tagesordnung

Beschlussfassung über die nicht individualisierte Veröffentlichung der Vorstandsvergütungen

Es wurden für: 483.121 Aktien gültige Stimmen abgegeben
Dies sind: 80,5202 % des Grundkapitals
Abgegebene JA- Stimmen: 482.593 dies entspricht: 99,8907 %
Gegen NEIN- Stimmen: 528 dies entspricht: 0,1093 %
Bei Enthaltungen: 0

Dividend Announcement after Annual General Meeting 2016

Dividend for the Financial Year 2015

SIMONA AG, Kirn
- ISIN: DE 0007239402 // WKN: 723940 -

Dividend Announcement

The General Meeting of Shareholders held on 10 June 2016 has resolved to utilize the unappropriated retained earnings of financial year 2015, amounting to €12,043,841.15, as follows:

Payment of a Dividend of €10.00 per share € 6,000,000.00
Carried forward € 6,043,841.15
Unappropriated retained earnings € 12,043,841.15

As from 13 June 2016 dividend payments will be made by the custodian banks following a deduction of 25 per cent capital gains tax as well as a solidarity surcharge of 5.5% payable on the capital gains tax (26.375 per cent in total) and, where applicable, church tax payable on the capital gains tax. The paying agent is Commerzbank AG, Frankfurt am Main.

Following the aforementioned tax deduction, German income tax obligations are considered settled in respect of private capital gains. Irrespective of this, on request the dividend can be incorporated together with other capital gains in the recipient's income tax assessment if this results in a lower level of individual income tax.

The aforementioned deduction of capital gains tax and the solidarity surcharge, together with church tax where applicable, from the dividend is not applied to shareholders who have furnished their custodian bank with a certificate of non-assessment from the competent tax authority within their region. The aforementioned also applies, partially or entirely, to shareholders who have submitted an exemption order for capital gains to their custodian bank, insofar as the amount specified in the exemption order has not already been covered by capital gains attributable to other investments.

Kirn, June 2016
SIMONA AG
The Management Board

This is a translation from German into English. Only the German document shall be considered authoritative.