Annual General Meeting 2017
SIMONA AG - ISIN DE 0007239402 - WKN 723940
The Annual General Meeting 2017 of SIMONA Aktiengesellschaft, 55606 Kirn, has taken place on Friday 09 June 2017, 11.00 hrs at "Gesellschaftshaus der Stadt Kirn", Neue Straße 13, in 55606 Kirn, Germany.
This is a translation from German into English. Only the German document shall be considered authoritative.
Invitation to the Annual General Meeting 2017
The Annual General Meeting of SIMONA Aktiengesellschaft, 55606 Kirn, will take place on 9 June 2017, at 11:00 hrs, and will be held at Gesellschaftshaus der Stadt Kirn, Neue Straße 13, in 55606 Kirn, Germany.
- 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 2016 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 20 April 2017, 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.
- Resolution concerning the appropriation of distributable profit ("Bilanzgewinn" – unappropriated surplus)
The Management Board and the Supervisory Board propose that the unappropriated surplus of €13,590,593.51, as disclosed in the financial statements, shall be used as follows:
a) Payment of a dividend of €12.00 per share, payable on 14 June 2017: €7,200,000.00
b) Amount to be carried forward to new account: €6,390,593.51
- Resolution concerning the formal approval of the actions of the Management Board for the 2016 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 2016 in respect of their actions during this period.
- Resolution concerning the formal approval of the actions of the Supervisory Board for the 2016 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 2016 in respect of their actions during this period.
- Appointment of the auditor and the Group auditor for the 2017 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 2017 financial year.
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 Friday, 2 June 2017, 24:00 hrs, at the latest.
SIMONA AG c/o Commerzbank AG
GS-MO 3.1.1 General Meetings
60261 Frankfurt am Main
Fax: +49 (0) 69 13 626 351
Shareholders must also 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 2 June 2017, 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 Friday, 19 May 2017, 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.
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 persons 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
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/Annual General Meeting 2017). 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 6 June 2017, 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)
SShareholders 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 9 May 2017, 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 90 days prior to the date of receipt of the request and that they will continue to hold the shares until a decision by the Management Board is reached in respect of their request.
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/Annual General Meeting 2017).
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, Germany
Fax: +49 (0) 67 52 14 -738
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 25 May 2017, 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/Annual General Meeting 2017). 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 annual 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/Annual General Meeting 2017). The documented results of voting will be published on the same site subsequent to the Annual General Meeting.
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 2017
The Management Board
This invitation was published in German on 28/04/2017 in "Bundesanzeiger" (Federal Gazette).
Annual Report 2016
We look forward to sending you our 2016 Annual Report. To request a copy, please contact our Investor Relations department, ph. +49(0)6752 14-383 or email email@example.com.
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 2017
No countermotions have been received up til today in respect of the Annual General Meeting of SIMONA AG on 09 June 2017.
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 09 June 2017 in Kirn
- Only the spoken word shall be authoritative -
Ladies and Gentlemen, valued Shareholders, Guests and Staff,
May I take this opportunity to welcome you, on behalf of the Management Board, to the Annual General Meeting of SIMONA AG.
Fiscal 2016 proved to be a successful year for SIMONA. We met our targets for sales revenue and exceeded those we had set ourselves with regard to earnings. We also pressed ahead with the task of strategic repositioning, the key areas of action being innovation, growth beyond the borders of Europe and operational excellence.
Allow me, first, to outline the business environment facing us over the course of 2016. The US economy was relatively subdued, while Germany saw solid growth and an expansion in investment spending on machinery and equipment. Western Europe as a whole remained stable in terms of economic performance, with some economies, however, continuing to show signs of structural inadequacies. China's economy proved much more ambivalent, as evidenced by a weak first half that was followed by buoyancy in the last six months of the year.
Operating within this slightly challenging environment, we managed to increase Group sales by 2 per cent to €367 million. We expanded significantly outside Europe, while business in Europe itself was down slightly.
Business in the United States was particularly encouraging in 2016. This was attributable to dynamic growth achieved by our subsidiary Boltaron within the market for aircraft interiors. Business centred around semi-finished parts for industrial applications also developed well in the United States. After two weak quarters at the beginning of the year, we recovered ground in Asia over the remainder of the annual period and ultimately recorded growth in this region.
Our share of sales generated outside Europe rose from 28 to 30 per cent, fuelled by the positive performance in the United States.
In Europe, growth achieved within the area of semi-finished parts was encouraging. We managed to cement our market position in Germany with the help of a new range of products featuring fully fluorinated plastics as well as a proprietary software application for tank calculation. In Eastern Europe, solid business in Poland and other fledgling SIMONA markets was sufficient to almost completely offset the decline recorded in Russia. In Western Europe, particularly Germany, Italy and Spain, growth rates were good. Italy put in a surprisingly solid performance. Here, we reinvigorated our presence and recaptured our share of the market as a result.
The performance of our pipes and fittings division in Europe was unsatisfactory. Lacklustre project-related business in the lignite and district heating markets produced a substantial downturn. In total, pipes and fittings saw sales revenue fall by €6.5 million or 8 per cent. As a consequence, sales revenue in Europe dipped by around 2 per cent.
We will review of strategic position in this area over the course of the current financial year and realign our business accordingly.
We are particularly encouraged by our earnings performance. Our EBIT margin was in excess of 8 per cent. This is higher than the guidance figure and above the solid EBIT margin recorded a year ago. This performance is attributable mainly to solid earnings achieved in the United States, increased profitability within our European semi-finished parts business and a "good" result – despite the downturn in sales revenue – in the pipes and fittings division.
Our financial and balance sheet structure remains solid. During the 2016 financial year we substantially increased net cash from operating activities to €42 million.
The increase in our balance sheet total was due to an expansion in property, plant and equipment on the one hand and higher pension provisions on the other. More expansive pension provisions, in turn, were attributable to the reduction of the IFRS interest rate.
Our equity ratio is lower at 53 per cent due to the expanded balance sheet total, but still remains high overall. Cash rose from €32 million to €79 million. Our solid financial base and high level of liquidity will allow us to make investments and acquisitions for the purpose of strengthening our business. I will come back to this point later.
As shareholders, you too should benefit from our solid performance. With this in mind, we propose to the Annual General Meeting a dividend of €12 per share. This is the third increase in succession, doubling the dividend paid in 2013. The dividend yield is 2.7 per cent.
SIMONA shares gained a solid 21 per cent in 2016, i.e. we managed to outperform the DAX. In January, SIMONA stock moved beyond the €500 mark for the first time and has since then remained stable above this threshold.
Ladies and Gentlemen,
We continued to pursue our key strategic goals with focus and determination in 2016. We have made progress in our quest to establish ourselves as a global provider of solutions for polymer-based applications. This includes efficiency and profitability in Europe, complemented by growth outside Europe and strength in the field of innovation.
To remain successful in markets that are close to saturated, we further improved profitability in the area of semi-finished parts in particular.
Advancing into new fields of application and new markets is equally important. Among others, they include agriculture, construction and mobility. We laid the foundations for this in 2016 and strengthened our team accordingly.
Maintaining a local presence is an essential prerequisite for growth beyond the borders of Europe. We chose a low-key approach when it came to the formation of our new subsidiary in India, which proved successful. India is one of the fastest-growing markets for polymer-based applications. We introduced sales and distribution structures for pipes and fittings in Asia. In the United States, meanwhile, we managed to capture an additional share of the market within the area of industrial products; we also strengthened our position with regard to aircraft interiors. The contribution to revenue and earnings from our US-based operations is significant.
The share of revenue attributable to new products was increased further in the financial year just ended. However, we have yet to achieve our target of 5 per cent in this area. Having said that, we are confident that this can be accomplished given the inauguration of a new Technology Centre together with the expansion of our portfolio of materials and our R&D capabilities. We increased R&D expenditure to almost €4 million in the financial year just ended.
Ladies and Gentlemen,
Allow me to provide a few details with regard to our SIMONA Home2025 project. Many of you will have read about this project in the press and will associate it with relocation. Our focus, however, lies elsewhere. Digitalization and Industry 4.0 have brought about fundamental change when it comes to operational processes and structures. We want to be fully prepared. With the assistant of an external consultant, we have analysed the impact of this change on our company. One of the key issues: how and where will we find suitably qualified personnel in ten or fifteen years' time? Additionally, the focus is on how our current employees can develop and evolve.
We will have to make the appropriate investments over the coming years, either channelling funds into our existing structures here in Kirn or directing them at a new site elsewhere – or both. A decision is to be made during the course of this year.
Our employees were informed of this project from the outset and have been actively involved in the analysis.
Our SIMONA family around the globe put in a solid performance in 2016 and I would like to take this opportunity to thank the entire team on behalf of the Management Board for their tremendous efforts as well as the committed and successful contribution.
Ladies and Gentlemen,
What are we looking to achieve in 2017?
Essentially, we want to keep on doing what we do well, getting a little better at it every year.
As regards our semi-finished parts business in Europe, the focus above all is on growth within the new market segments of construction, agriculture and mobility.
In the area of pipes and fittings, meanwhile, the emphasis is on niche products with a unique selling proposition and high profitability.
As for the United States, the aim is to maintain our forward momentum. As part of an investment offensive, we will be looking to raise our capacity and efficiency levels at the company's US plants.
In Asia, the objective is to exploit our solid performance seen in recent months for the purpose of establishing a significant market position. This will also involve expanding and strengthening our organisation as a whole.
The goal of "SIMONA500" cannot be achieved solely by means of organic growth. We are assessing potential acquisitions in all three hemispheres: Europe, the United States and Asia. We have identified interesting candidates, but at this moment in time we are unable to say when such deals will be finalised. Given our solid cash position and balance sheet structure, we would also be able to make a larger acquisition.
A transaction volume of between €100 and 200 million is considered feasible.
We have made a solid start to the current financial year. Revenue is above the prior-year figure. Once again, business is being driven mainly by buoyant sales in the United States and growth in Asia.
Our earnings performance, however, is slightly less encouraging. In April and May alone we had to contend with foreign exchange losses of €2-3 million. If the euro continues to appreciate against other currencies, and this cannot be ruled out, we will possibly see EBIT reach €25 million rather than €30 million. At present, our revenue target of €370-380 million would appear to be achievable.
SIMONA is on the right track. Since 2013, we have improved our structures and, in doing so, significantly strengthened our earnings performance. We will continue to take this route as we move forward in a determined manner and open ourselves more than ever before to new applications and new markets – which includes the option of acquisitions.
I hope that you will continue to place your trust in us as shareholders and will accompany us on this exciting journey.
Thank you for your kind attention.
Dividend Announcement after Annual General Meeting 2016
Dividend for the Financial Year 2015
SIMONA AG, Kirn
- ISIN: DE 0007239402 // WKN: 723940 -
On 9 June 2017, the Annual General Meeting of our Company passed a resolution in respect of the following appropriation of distributable profit ("Bilanzgewinn", i.e. unappropriated surplus) for the 2016 financial year, which totalled €13,590,593.51:
|Payment of a dividend of €12.00 per share||€7,200,000.00|
|Carried forward to new account||€6,390,593.51|
As from 14 June 2017 dividend payments will be made by the custodian banks following a deduction of 25 per cent withholding tax on capital yields as well as a solidarity surcharge of 5.5 per cent payable on the withholding tax on capital yields (26.375 per cent in total) and, where applicable, church tax payable on the withholding tax on capital yields. The paying agent is Commerzbank AG, Frankfurt am Main.
The aforementioned deduction of withholding tax on capital yields 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 yields to their custodian bank, insofar as the amount specified in the exemption order has not already been covered by capital yields attributable to other investments.
In the case of non-tax resident shareholders, the withholding tax, including the solidarity surcharge, may be reduced on submission of an application for refund in accordance with the applicable double taxation treaty between the Federal Republic of Germany and the respective country.
Kirn, June 2017
The Management Board