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Frequently asked questions

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When is the next scheduled AGM?

The next AGM is scheduled for 24 November 2010.

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Can all shareholders attend the AGM?

The Annual General Meeting is the highest decision-making body of a stock corporation, at which shareholders have an opportunity, in particular, to exercise their right to ask questions and to vote. Every shareholder is entitled to participate in the AGM in person or be represented by a proxy. Participation is conditional on the shareholder presenting a record of share ownership at the record date and registering within the given deadline. The deadlines to be met are announced in the invitation to the AGM.

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How and where can shareholders register to attend the AGM?

Shareholders will receive an invitation to the AGM, together with the agenda, through their depositary banks. They may use the reply form enclosed by the depositary banks to either assign their voting rights to the bank or request an admission ticket from the depositary banks for themselves or a proxy.
The invitation to the AGM will be published on October 13, 2010 in the electronic Federal Gazette (Bundesanzeiger) and the Financial Times Deutschland. From the day of publication in the Federal Gazette, the invitation with agenda will be available on the internet.

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What should shareholders do who have registered for the AGM in time but not received admission tickets?

Shareholders who have registered in time but not received admission tickets can still attend the AGM. Even if an admission ticket was issued but for example has gone astray in the mail, the shareholder is still included on the registration list. This list will be checked in the foyer of the venue and a replacement ticket will be issued, allowing the shareholder to attend the meeting.

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What can shareholders do who have not received an invitation to the AGM?

As SYSTAIC shares are bearer shares, invitations to the AGM are sent to shareholders exclusively via their depositary banks. Shareholders should therefore contact their depositary bank.

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Are shareholders permitted to bring along an accompanying person?

The shareholder may bring an accompanying person provided an additional admission ticket has been requested from his/her depositary bank when his/her own admission ticket is ordered.

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Can shareholders assign their voting rights during the AGM?

If a shareholder leaves the AGM before the end of the meeting, but wishes his/her voting rights to be further represented, he/she can authorise another shareholder or a proxy nominated by the Company to exercise his/her voting rights.

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What is a voting right?

A voting right is the right acquired with the purchase of a share to take part in the voting on items on the agenda at the AGM, for example, dividend payouts and the discharge of the Board of Management and Supervisory Board.
All shareholders are entitled to exercise their voting rights. However, by issuing a proxy authorization, shareholders may also assign their voting rights to third parties, in particular to their depositary bank, a shareholders' association or proxies nominated by the Company. According to the Company’s articles of association, each share grants one vote at the AGM.

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Will the AGM be broadcasted on the Internet?

For our shareholders, we will transmit the speech held by the CEO at the General Meeting on the Internet.

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How can shareholders file counterproposals?

Under Art. 126 of the German Stock Corporation Act (AktG) shareholders may file a counterproposal to a proposal of the Board of Management and Supervisory Board on specific items on the agenda. Such counterproposals must be sent to the company address stated in the invitation at least two weeks in advance of the AGM.
Disclosable counterproposals received in time at this address will be made available without delay to the other shareholders on the Company's website.

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Is there a full documentary record or a complete video/audio recording of the Annual General Meeting for shareholders?

No, neither full written minutes, nor a video or audio recording will be made of the meeting.

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Is it possible to participate in the AGM via conference call or the Internet?

No, this is not possible. According to the German Stock Corporation Act, shareholders must be physically present or represented by a proxy to exercise their shareholder rights.

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Is it possible to leave the AGM temporarily and return later?

Shareholders can leave the AGM temporarily via the exit barrier. They must sign out at the exit desk upon leaving and sign in again when they return, so that the list of participants can be updated.

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Can a shareholder be represented by proxy at the Annual General Meeting and issue proxy authorizations and voting instructions in advance of the meeting?

Shareholders who do not wish or are unable to attend the AGM in person can issue proxy authorisations and voting instructions.
By issuing proxy authorizations and voting instructions in advance, a shareholder can authorize proxies nominated by the Company to vote in accordance with his or her instructions.
The proxy authorization and the instructions to the Company-nominated proxies can be issued in writing or electronically via the internet.
In addition, the proxy authorization can be issued to a bank or shareholders' association. The proxy authorization and the instructions must be sent directly to these bodies. However, shareholders should first make sure that the bank or shareholders' association has agreed to represent their voting rights.

Questions and answers on organisational aspects

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General Meeting length

The length cannot be predicted.

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Seating/room cards

There are no seat cards

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Is it possible for handicapped people to attend the General Meeting?

Of course handicapped people can attend the General Meeting.

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Catering

There will be a buffet with food and alcohol-free drinks available throughout the day.

Important dates:

  • Deadline for shareholders' registrations: November 17, 2010, 24:00
  • General Meeting, November 24, 2010, 10:00 a.m. Admission starting at 9:00 a.m.
 
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