Carl Zeiss Meditec: Invitation to the Annual General Meeting
(Thomson Reuters ONE) - Carl Zeiss Meditec AG / Carl Zeiss Meditec: Invitation to the Annual General Meeting processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement. Carl Zeiss Meditec AG,Jena - ISIN: DE 0005313704 - Invitation to the Annual General MeetingWe hereby invite our shareholders to attend the Annual General Meeting onThursday,4 March 2010, at 10:00 amin the "congress centrum neue weimarhalle", UNESCO-Platz 1, 99423 Weimar,.I.Agenda 1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of 30 September 2009, the management report for Carl Zeiss Meditec AG and the Group for the financial year from 1 October 2008 to 30 September 2009 together with the explanatory report of the Management Board in accordance with Section 289 (4), Section 315 (4) HGB, as well as the Supervisory Board Report.The above-mentioned documents may be inspected at the Company's place ofbusiness at G?witzer Stra? 51-52, 07745 Jena, Germany and on the Company'swebsite athttp://www.meditec.zeiss.de/agm. A copy of the above documents shallbe sent immediately and free of charge to each shareholder upon request. Thesedocuments shall also be available for inspection and explained in more detail atthe Annual General Meeting. 2. Resolution on the distribution of net retained profits for financial year 2008/2009The Company plans to distribute EUR 0.18 per no-par value share carryingdividend rights from the net retained profits for financial year 2008/2009.The Management Board and Supervisory Board therefore propose to utilise the netretained profits of EUR 35,383,338.88 for financial year 2008/2009 as follows: 1. payment of a dividend of EUR 0.18 per no-par value share for 81,309,610 no-par-value shares: EUR 14,635,729.80. 2. carryforward of residual profit to new account: EUR 20,747,609.08. 3. Resolution on the discharge of the members of the Management Board for financial year 2008/2009The Management Board and Supervisory Board propose to grant the members of theManagement Board a discharge for financial year 2008/2009. 4. Resolution on the discharge of the members of the Supervisory Board for financial year 2008/2009The Management Board and Supervisory Board propose to grant the members of theSupervisory Board a discharge for financial year 2008/2009. 5. Appointment of the auditor of the annual financial statements and the consolidated financial statements for financial year 2009/2010Based on the recommendation of the Audit Committee, the Supervisory Boardproposes to appoint KPMG AG Wirtschaftspr?gsgesellschaft, Stuttgart, asauditor of the annual financial statements and the consolidated financialstatements for financial year 2009/2010. 6. Resolution on the authorisation to purchase treasury sharesThe Management Board and Supervisory Board propose to submit the followingproposal:a)The Company shall be authorised until 3 March 2015 to purchase treasuryshares, in order to * offer them for purchase to employees of the Company and employees of Company affiliates as defined by Section 15 et seqq.AktG, or * use them within the scope of mergers with companies or to purchase companies, parts of companies or shares in companies, or * to recall them.b)The authorisation shall be limited to the purchase of shares equivalent toshare capital of EUR 8,130,000.00 or less than 10% of the total existing sharecapital. The authorisation may be exercised in one or more parts either by theCompany directly or by a third party appointed by the Company within the abovecorridor. At no time may the purchased shares, together with other treasuryshares held by the Company's and ascribable to it pursuant to Section 71a etseqq. AktG, exceed 10% of the share capital.c)The shares shall be purchased at the stock exchange. The consideration paid bythe Company per share (excluding incidental purchase costs) must not be morethan 10% above or below the closing rate of the shares in Xetra trading (or anequivalent successor system to the Xetra trading system) at the Frankfurt StockExchange on the previous day of business.d)The Management Board shall be authorised, with the consent of the SupervisoryBoard, to offer for purchase Company shares acquired on the basis of the aboveauthorisation to employees of the Company or affiliated companies as defined inSection 15 et seqq. AktG.e)The Management Board shall be authorised, with the consent of the SupervisoryBoard, to utilise shares of the Company acquired on the basis of the aboveauthorisation as a (part-)consideration within the scope of mergers or topurchase companies, parts of companies or shares in companies.f)The Management Board shall be authorised, with the consent of the SupervisoryBoard, to recall Company shares acquired on the basis of the above authorisationwithout the recall or the recall procedure requiring a further resolution of theAnnual General Meeting. The recall may be restricted to a portion of theacquired shares; the recall authorisation may be exercised on more than oneoccasion.g)The authorisations under d), e) and f) may be exercised in one or more parts,on one or more occasions, individually or collectively.h)The right of shareholders to subscribe to treasury shares of the Company shallbe excluded insofar as these shares are used pursuant to the authorisations ind) and e) above.i)The existing authorisation for the acquisition of the treasury shares, asresolved by the Annual General Meeting on 19 May 2009 and valid until18 November 2010, shall be revoked as from the date the new authorisationbecomes effective.Report of the Management Board on the exclusion of subscription rights for thesale of treasury shares pursuant to Section 71 (1) No. 8 Sentence 5 inconjunction with Section 186 (4) Sentence 2 AktG:The Management Board shall submit a written report on Agenda item concerning thegrounds for authorising the exclusion of subscription rights for the sale oftreasury shares. This report shall be available for inspection by theshareholders at the Company's premises in G?witzer Stra? 51 - 52, D-07745Jena from the date of convocation of the Annual General Meeting. It may also beinspected on the Company's website at http://www.meditec.zeiss.de/agm. A copy ofthe report shall be sent immediately and free of charge to each shareholder onrequest.The report shall be published as follows:The sale following the purchase of treasury shares shall be permissible with theexclusion of shareholders' subscription rights in the following cases:The Company should be in a position to issue employee shares to employees of theCompany and its affiliates. The issue of employee shares is encouraged by thelegislators and is thus facilitated in a number of ways. The issue of employeeshares promotes the integration of employees and the assumption ofresponsibility, and contributes to workforce stability. The Company should alsohave treasury shares at its disposal to usethem as a (part-)consideration withinthe scope of mergers or for the acquisition of companies, parts of companies orshares in companies. International competition and the globalisation of theeconomy increasingly require this form of reciprocal service.The proposed authorisation is intended to give the Company the necessary scopeto react quickly and flexibly to any opportunities that may arise to acquirecompanies or equity interests in companies. This is provided for by the proposedexclusion of shareholders' subscription rights, as treasury shares may be used,if necessary, as a "bartering currency". The selling price in this instance maynot be more than 10% below the closing rate of the shares in Xetra trading (oran equivalent successor system) at the Frankfurt Stock Exchange on the daypreceding the binding agreement. This rules out a major disadvantage forshareholders excluded from subscription rights.The Management Board shall report to the Annual General Meeting each time itexercises this authorisation. 7. Election of the Supervisory BoardThe Supervisory Board is appointed in accordance with Section 96 (1) andSection 101 (1) German Stock Corporation Act (Aktiengesetz). The Annual GeneralMeeting is not bound to proposed election candidates.By way of a resolution of Jena Local Court on 31 July 2009, Mr. Ulrich Hoffmannwas legally appointed as a member of the Supervisory Board. In accordance withSection 5.4.3 of the German Corporate Governance Code, Mr. Hoffmann resignedfrom his office on the Supervisory Board with effect from the end of the AnnualGeneral Meeting on 4 March 2010. Carl Zeiss AG, which holds more than 25% of thevoting rights in Carl Zeiss Meditec AG has proposed to appoint Dr. MichaelKaschke to the Supervisory Board.Dr. Kaschke leaves his current position as Chairman of the Management Board atCarl Zeiss Meditec AG in agreement with the Company and with the consent of theSupervisory Board with effect from the end of the Annual General Meeting on 4March 2010, with the intention of returning to the Company's Supervisory Board.In the event of his election, Dr. Kaschke shall stand for the position ofChairman of the Supervisory Board. The Supervisory Board supports thecandidateship of Dr. Kaschke to the Supervisory Board and Dr. Kaschke'sintention to stand for Chair of the Supervisory Board. Given Dr. Kaschke'swealth of experience from his past activities as Chairman of the Company'sSupervisory Board from 2002 to 2008 and his extremely successful work asChairman of the Management board, the Supervisory Board considers thiscandidateship both appropriate and in the interests of the Company and theSupervisory Board.The Supervisory Board proposes - based on the proposal of the NominatingCommittee and in concurrence with the proposal of Carl Zeiss AG, which holdsmore than 25% of the Company - to elect Dr. Michael Kaschke, member of theManagement Board of Carl Zeiss AG, Oberkochen, to the Supervisory Board. Dr.Kaschke's period of office shall begin with the end of the Annual GeneralMeeting on 4 March 2010 and shall end with the end of the Annual General Meetingthat resolves upon the discharge for the financial year from 1 October 2013 to30 September 2014.Disclosures pursuant to Section 125 (1) Sentence 3 Aktiengesetz on membership ofother statutory supervisory boards and similar German and foreign supervisorybodies of commercial enterprises for Dr. Michael Kaschke:Membership of statutory supervisory boards and similar supervisory bodies atother companies: * Member of the Supervisory Board of Siltronic AG, Munich, Germany * Member of the Supervisory Board of Henkel AG & Co.KGaA, D?ldorf, GermanyMembership of statutory supervisory boards and similar supervisory bodies atcompanies of the Carl Zeiss Group: * Chairman of the Board of Directors of Carl Zeiss Co. Ltd., Tokyo, Japan * Chairman of the Board of Directors of Carl Zeiss Pte. Ltd., Singapore * Chairman of the Board of Directors of Carl Zeiss India (Bangalore) Ltd., Bangalore * Chairman of the Board of Directors of Carl Zeiss Co. Ltd., Seoul, South Korea * Chairman of the Board of Directors of Carl Zeiss Far East Co. Ltd., Kowloon, Hong Kong * Chairman of the Board of Directors of Carl Zeiss (Pty.) Ltd., Randburg, South Africa * Chairman of the Board of Directors of Carl Zeiss Australia Pty. Ltd., Camperdown, Australia * Chairman of the Supervisory Board of Carl Zeiss Financial Services GmbH, Oberkochen, Germany * Chairman of the Supervisory Board of Carl Zeiss MicroImaging GmbH, Jena, Germany * Chairman of the Supervisory Board of Carl Zeiss MicroImaging Inc., Thornwood, USA * Member of the Supervisory Board of Carl Zeiss Vision Holding GmbH, Aalen, Germany 8. Resolution on amendments to the Articles of AssociationThe Act Implementing the Shareholder Rights Directive (Gesetz zur Umsetzung derAktion?rechterichtlinie, ARUG), which entered into effect on1 September 2009, provides for a revision of the calculation of cut-off datesfor convening the Annual General Meeting as stipulated in Art. 121 (7).In order to adapt to this new regulation, the Management Board and SupervisoryBoard propose to redraft Art. 20 (3) of the Articles of Association as follows:"The Annual General Meeting must be convened at least 36 days before the date ofthe Meeting, excluding the date of the Annual General Meeting and the date ofconvocation."In addition, the Management Board and Supervisory Board propose to amendArt. 21(1) Sentence 2 of the Articles of Association as follows:"The shareholding certificate must relate to the beginning of the twenty-firstday preceding the Annual General Meeting, must be composed in either German orEnglish, and must be submitted to the Company at the address supplied in theinvitation by no later than six days before the Annual General Meeting,excluding the date of the Annual General Meeting and the date of receipt."In addition, the Management Board and Supervisory Board propose to amendArt. 21(3) of the Articles of Association as follows:"The registration form must be submitted in written form to the Company at theaddress provided in the invitation, in German or English, no later than six daysbefore the Annual General Meeting, excluding the date of the Annual GeneralMeeting and the date of receipt."In addition, the Management Board and Supervisory Board propose to amend Art.22 (2) Sentence 2 of the Articles of Association as follows:"The granting of proxy, its revocation and the proof of proxy vis-?is theCompany require the written form; the invitation to the Annual General Meetingmay relax the requirements pertaining to the required form."II.Requirements for participation in the Annual General MeetingOnly shareholders who register for the Annual General Meeting with proof oftheir shareholdings are entitled to participate in the Annual General Meetingand exercise their voting right. Proof of share ownership requires a specificwritten certificate of share ownership from the custodian bank, made out to thebeginning of the twenty-first day prior to the Annual General Meeting (i. e.11 February 2010, 00:00).The registration form and shareholding certificate must be composed inGerman orEnglish and must be received by the Company at the address below by no laterthan 24:00 on 25 February 2010:Carl Zeiss Meditec AGc/o Commerzbank AGZTB M 3.2.4 General Meeting / Proxy Voting60261 Frankfurt am MainIII.ProxiesShareholders who do not wish to attend the Annual General Meeting personally mayexercise their voting right by proxy, e.g. through a financial institution orshareholders' association.If neither a financial institution nor a shareholders' association or any otherequivalent person or institution as defined in the share-related provisions isto be authorised as proxy, the authorisation must be granted in written form(Section 126b German Civil Code (Bundesgesetzbuch, BGB)).For authorisation of financial institutions, shareholder associations or otherequivalent persons or institutions as defined in the share-related provisions,we request that the details of the authorisation be obtained from the financialinstitution or similar proxy holder named above.As a special service we offer our shareholders the option of being representedby a proxy appointed by the Company, who is bound to the shareholder'sinstructions.Shareholders who wish to appoint a proxy to vote on their behalf will require aticket to the Annual General Meeting. In order to ensure that the ticket isreceived in good time, the custodian bank should be notified of any appointmentsas soon as possible.Insofar as proxies named by the Company are appointed, such proxies must begiven instructions on how to exercise the voting right. Proxies are obliged tovote according to instructions. The proxies are not entitled to exercise othershareholder rights, such as to ask questions, cast motions or provideclarifications. In addition, proxies may not participate in any votes on othercountermotions or other motions cast during the Annual General Meeting. In suchcases, they shall abstain from voting. Powers of proxy and instructions to begiven to the Company's proxies must be received by the Company's proxies by nolater than the end of 3 March 2010 at the following address: Carl Zeiss MeditecAG, c/o Better Orange IR & HV AG, Haidelweg 48, 81241 Munich, Germany, Fax: +49(0)89 / 88 96 906 - 66 E-mail: meditec.zeiss(at)better-orange.de.Shareholders shall receive further information on proxy voting as well as a formfor appointing proxies and issuing their instructions together with their ticketto the Annual General Meeting from their custodian bank after registering forthe Meeting in the form and by the date specified above. Shareholders may alsoobtain proxy voting information on the Company's website athttp://www.meditec.zeiss.de/agm. Our shareholders can obtain informationpersonally from Monday to Friday between 09.00 and 17.00 on +49 (0) 89 /889 690 620.You can download forms for granting proxy from the Company's websiteat:http://www.meditec.zeiss.de/agm. You will also find a proxy form on the backof the ticket to the Annual General Meeting.Proof of the appointment of a proxy may be sent to the Company at the followinge-mail address:meditec.zeiss(at)better-orange.deIV. Total number of shares and voting rights at the time of convocation of theAnnual General MeetingAt the time of convocation of the Annual General Meeting, the Company's sharecapital amounts to EUR 81,309,610.00 and is divided into 81,309,610 no-par valueshares. Each no-par value share entitles the holder to one vote. At the time ofconvocation of the Annual General Meeting, there is thus a total of 81,309,610voting rights.V.Enquiries, motions, candidate proposals, requests for information(Information on the rights of shareholders pursuant to Section 122 (2),Section 126 (1), Section 127, Section 131 (1) Aktiengesetz)Requests for additions to the agenda pursuant to Section 122 (2) AktiengesetzShareholders whose shares collectively amount to one twentieth of the sharecapital or a proportional interest of EUR 500,000 (equivalent to 500,000 shares),may request that items be placed on the agenda and announced. Each new agendaitem must be accompanied by a supporting statement or a draft proposal. Therequest must be sent in writing to the Management Board of Carl Zeiss Meditec AGand must be received by the Company by no later than 24:00 on 1 February 2010.Please send any requests to the following address:Carl Zeiss Meditec AG- Management Board -G?witzer Stra? 51 - 5207745 Jena, GermanyNotifiable additions to the agenda shall - if they have not already beenannounced in the invitation - be announced immediately after receipt of therequest in the electronic Bundesanzeiger (Federal Gazette) and shall be passedon to those media that can be expected to disseminate the information throughoutthe entire European Union. They shall also be announced on the Company's websiteathttp://www.meditec.zeiss.de/agm and passed on to the shareholders.Countermotions and candidate proposals pursuant to Section 126 (1), Section 127AktiengesetzIn addition, shareholders of the Company may cast countermotions againstproposals of the Management Board and/or Supervisory Board concerning certainitems on the agenda and make candidate proposals. Countermotions must beaccompanied by a supporting statement. Countermotions, candidate proposals andother enquiries from shareholders regarding the Annual General Meeting mustexclusively be sent: * by post to:Carl Zeiss Meditec AGc/o Better Orange IR & HV AGHaidelweg 4881241 Munich, Germany * by fax to:+49 (0)89 / 88 96 906 - 66 * by e-mail to:meditec.zeiss(at)better-orange.deWe shall publish countermotions and candidate proposals which we receive by nolater than 14 days before the date of the Annual General Meeting, not includingthe date of receipt, i.e., by 24:00 on 17 February 2010, onlineathttp://www.meditec.zeiss.de/agm in accordance with legal requirements. Anystatements made by the management shall likewise be published at the above Webaddress after this date.Right to information pursuant to Section 131 (1) AktiengesetzAt the Annual General Meeting any shareholder or shareholder representative mayrequest information from the Management Board concerning the affairs of theCompany, the legal and business relationships of the Company with affiliatedcompanies, and concerning the position of the Group and the companies includedin the consolidated financial statements, insofar as such information isnecessary to make a proper assessment of an item on the agenda and no legalright to refuse information exists.VI.Organisational informationShareholders who wish to ask questions at the Annual General Meeting are askedto forward these to the Company as soon as possible (Management Board office,G?witzer Stra? 51-52, 07745 Jena, Germany; fax: +49 (0)3641-220-102;e-mail:investors(at)meditec.zeiss.com
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