Authorisation Representing a Company

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					Deutsche Lufthansa Aktiengesellschaft
Köln




We hereby invite our shareholders to attend
the 56th Annual General Meeting
to be held
at LANXESS arena (formerly: Kölnarena),
Willy-Brandt-Platz , 50679 Köln,
on Friday, 24 April 2009, at 10:00 a.m.




                                              
Agenda*


. Presentation of the audited financial statements, the approved consolidated financial
   statements, the management report for the Company and the Group for the 008
   financial year as well as the report of the Supervisory Board


. Appropriation of the distributable profit for the 008 financial year


3. Approval of Executive Board’s acts for the 008 financial year


4. Approval of Supervisory Board’s acts for the 008 financial year


5. Authorisation to purchase own shares


6. Creation of new Authorised Capital B for employee shares and a corresponding amendment
   to the Articles of Association


7. Amendment to the Articles of Association to abolish concessionary flights for Supervisory
   Board members


8. Appointment of auditors for the annual financial statements in the 009 financial year




* This text is a translation of the original German text.
  Please note that only the German version is binding under law.





Proposals for resolutions on agenda topics



2. Appropriation of the distributable profit for the 2008 financial year

  The Executive Board and the Supervisory Board propose that the distributable profit of
  € 30,556,300.40 stated in the financial statements be used to pay a dividend of € 0.70 per
  registered share.


3. Approval of Executive Board’s acts for the 2008 financial year

  The Executive Board and the Supervisory Board propose that approval be given to the
  activities of the Executive Board during the 008 financial year.


4. Approval of Supervisory Board’s acts for the 2008 financial year

  The Executive Board and the Supervisory Board propose that approval be given to the
  activities of the Supervisory Board during the 008 financial year.


5. Authorisation to purchase own shares

  The current authorisation granted by the Annual General Meeting of 9 April 008 on item
  5 of the Agenda to permit the purchase of own shares will expire on 8 October 009. This
  authorisation has not yet been used. In order to enable the Company to continue to have the
  opportunity to buy back its own shares, a resolution to cancel the authorisation granted last
  year and to authorise the Executive Board anew to purchase own shares by 3 October 00
  is to be proposed to the Annual General Meeting.

  The Executive Board and the Supervisory Board, therefore, propose adoption of the following
  resolution:

  That the Company be authorised pursuant to § 7 (), no. 8 AktG to purchase its own shares
  by 3 October 00 in an amount not exceeding ten per cent of the Company‘s share capital
  at the time of the resolution by the Annual General Meeting. The authorisation may be used, in
  one single or in part-amounts, in one or more stages, by the Company, its Group companies
  or by third parties for the account of the Company or Group companies. The shares may be
  purchased through the stock exchange or by means of a public offer to purchase made to all
  shareholders. The price paid for these shares (without transfer costs) must not be more than
  0 per cent higher or lower than the market price. In terms of the aforementioned provision,
  the market price in the event of a purchase through the stock exchange is the Deutsche
  Lufthansa AG share price established on the trading day concerned at the opening auction in
  the XETRA trading system (or any comparable successor system). In the event of a purchase
  by means of a public offer to purchase made to all shareholders, the market price is to be the
  average price of the shares of Deutsche Lufthansa AG in the closing auction in XETRA trading
  (or any comparable successor system) on the last five trading days prior to publication of the
  decision to submit this offer.


                                                                                                3
    The Executive Board is to be authorised, with the consent of the Supervisory Board, to sell
    acquired own shares in another manner than through the stock exchange or by means of a
    public offer to purchase made to all shareholders, provided that the shares are sold at a price
    that is not significantly lower than the market price of the same class of the Company‘s shares
    at the time of the sale. The subscription rights of shareholders is to be excluded. This authori-
    sation is subject, however, to the condition that the shares excluded under § 86 (3), sent. 4
    AktG do not exceed 0 per cent of the share capital, either at the time when this authorisation
    is granted or at the time when it takes effect. To be set off against this limit of 0 per cent of
    the share capital are shares that are issued after this authorisation has come into effect by
    virtue of an authorisation applying at the time this authorisation takes effect or by virtue of a
    substitute authorisation to issue new shares from authorised capital under § 86 (3), sent. 4
    AktG in exclusion of subscription rights. This limit of 0 per cent of share capital also applies
    to those shares that are issued or are to be issued in order to service convertible bonds or
    bonds with warrants attached, provided that the bonds were issued after this authorisation
    came into effect by virtue of an authorisation applying at the time this authorisation takes
    effect or by virtue of a substitute authorisation under the terms of § 86 (3), sent. 4 AktG in
    exclusion of subscription rights.

    The Executive Board is also to be authorised, with the consent of the Supervisory Board, to
    sell acquired own shares in another manner than through the stock exchange or by means of
    a public offer to purchase made to all shareholders, wherever this is done for non-cash con-
    tributions specifically in the course of acquiring companies, business units or participations in
    companies; to use acquired own shares to satisfy conversion or option rights that have been
    granted by the Company or by a subsidiary in which Deutsche Lufthansa AG holds a direct
    or indirect majority interest, in the issue of bonds or to meet conversion obligations under
    bonds issued by the Company or by a subsidiary in which Deutsche Lufthansa AG holds
    a direct or indirect majority interest; or to offer acquired own shares for purchase as staff
    shares by the staff of Deutsche Lufthansa AG and any affiliated companies. In each case, the
    subscription rights of shareholders is to be excluded.

    The Executive Board is furthermore to be authorised to call in its acquired own shares either
    in their entirety or in portions subject to the approval of the Supervisory Board with no further
    resolution of the Annual General Meeting. Such call-in involves a capital decrease. In a
    departure from this, the Executive Board may determine that the share capital remains un-
    changed in any call-in and, instead, that the share of the remaining stock in the capital should
    increase, pursuant to § 8 (3) AktG. In such a case, the Executive Board is to be authorised to
    amend the number of shares specified in the Articles of Association.

    The above authorisations may be used, singly or in combination, on one or several occa-
    sions, to sell or call in the Company‘s own shares in their entirety or in portions.

    The current authorisation for the purchase of own shares granted by the Annual General
    Meeting of 9 April 008 on item 5 of the Agenda and expiring on 8 October 009 is to be
    cancelled for the period after the new authorisation takes effect.

    Report of the Executive Board on item 5 of the Agenda pursuant to §§ 71 (1), no. 8 and
    186 (3), sent. 4, (4), sent. 2 AktG

    Under item 5 of the Agenda, it is proposed that the Annual General Meeting authorise the
    Company pursuant to § 7 (), no. 8 AktG by 3 October 00 to acquire own shares rep-
    resenting up to 0 per cent of the share capital at the time of adoption of the resolution by

4
the Annual General Meeting, including own shares that have already been acquired or are
attributable to the Company. Under the terms of this proposal, the Company may dispose of
or issue own shares acquired by virtue of this or another authorisation, partly and in exclusion
of the subscription rights of shareholders.

The proposed authorisation to purchase own shares replaces the previous authorisation
granted by the Annual General Meeting in 008. The aim of the authorisation is to enable the
Company to use the flexibility of this instrument until 3 October 00. Own shares may be
only purchased through the stock exchange or by means of a public offer to purchase made
to all shareholders. In this way, all shareholders are to have the same opportunity to sell
shares to the Company wherever the Company makes use of the authorisation to purchase
its own shares.

The provisions of statute allow the Company to sell its acquired shares through the stock
exchange or by means of a public offer made to all shareholders. Use of this selling option
safeguards the rights of shareholders to equal treatment in the reissue of shares. In addi-
tion, the authorisation proposed also provides for the Executive Board, with the consent of
the Supervisory Board, to sell its own shares acquired by virtue of the authorisation in a way
other than through the stock exchange or by means of a public offer made to all sharehold-
ers, provided that they are sold at a price that is not significantly lower than the market price
of the shares of Deutsche Lufthansa AG at the time of the sale. With this authorisation, which
is equivalent to an exclusion of subscription rights, the Company is making use of the scope
provided by § 7 (), no. 8 AktG in application of § 86 (3), sent. 4 AktG to facilitate the
exclusion of subscription rights. One object is to enable the Company to offer its shares to
institutional investors in particular and/or to expand the shareholder base, in the interests of
the Company. Another is to ensure that the Company is able to respond quickly and flexibly
to favourable market opportunities. Due account is taken of the interests of the shareholders
by providing that the shares may be sold only at a price that is not significantly lower than the
market price of the shares of Deutsche Lufthansa AG at the time of the sale. This authorisation
is limited to a total of 0 per cent of the share capital of the Company, both at the time when
this authorisation takes effect and at the time when it is implemented. To be set off against
this limit of 0 per cent of the share capital are shares that are issued after this authorisa-
tion has come into effect by virtue of an authorisation applying at the time the proposed
authorisation takes effect or by virtue of a substitute authorisation to issue new shares from
Authorised Capital under § 86 (3), sent. 4 AktG in exclusion of subscription rights. Also,
this limit of 0 per cent of share capital is to apply to those shares that are issued to service
convertible bonds or bonds with warrants attached, provided that the bonds were issued after
this authorisation takes effect by virtue of an authorisation applying at the time the proposed
authorisation takes effect or replacing such an authorisation under § 86 (3), sent. 4 AktG
in exclusion of subscription rights. These offsets are designed to ensure that acquired own
shares are not sold in exclusion of subscription rights, in accordance with § 86 (3), sent. 4
AktG, if this would result in the subscription rights of shareholders being excluded for more
than 0 per cent of the share capital in direct or indirect application of § 86 (3), sent. 4 AktG
for no special material reason. This additional limitation is in the interests of shareholders
who, wherever possible, wish to maintain their percentage of shares held.

The Executive Board is also to be authorised, with the consent of the Supervisory Board, to
use own shares acquired on the basis of the proposed authorisation as consideration for the
acquisition of companies, business units or participations in companies. International compe-
tition increasingly requires this form of acquisition financing as well. The proposed authorisa-
tion is intended to create the necessary scope for the Company to take quick and flexible

                                                                                                5
    advantage of acquisition opportunities that may arise. The proposed exclusion of subscription
    rights takes due account of this. In determining the valuation ratios, the Executive Board will
    ensure that the interests of shareholders are adequately safeguarded. The Company will also
    have at its disposal the Authorised Capital A for the acquisition of companies, business units
    or participations in companies. In deciding on which share type is to be used to finance such
    transactions, the Executive Board will be guided solely by the interests of the Company and
    of the shareholders. In addition, the Executive Board is to be authorised, with the consent of
    the Supervisory Board, to use, in the issue of bonds, own shares acquired on the basis of the
    proposed authorisation to satisfy the rights of owners or creditors or to meet conversion obli-
    gations under conversion or option rights and conversion obligations granted or established
    by the Company or by a subsidiary in which Deutsche Lufthansa AG holds a direct or indirect
    majority interest. Wherever the Company makes use of this option, no conditional capital
    increase need be carried out. Hence, the interests of shareholders are not affected by this
    additional option. Furthermore, the Executive Board is to be authorised to offer acquired own
    shares as staff shares for purchase by employees of Deutsche Lufthansa AG and its affiliated
    companies. This is to enable the Company to offer shares to its employees without having to
    resort to Authorised Capital B. Although the present Authorised Capital B expires on 5 June
    009, a proposal will be submitted to the Annual General Meeting under agenda item 6 to
    create new Authorised Capital B. The use by the Company of available own shares instead of
    resorting to a capital increase or a cash payment may make sense in business terms and, to
    that extent, the purpose of the authorisation is to increase flexibility.

    Finally, the Executive Board is to be authorised with the consent of the Supervisory Board to
    call in own shares acquired on the basis of this authorisation even without a renewed resolu-
    tion by the Annual General Meeting. In principle, this involves a decrease in the share capital.
    In a departure from this, however, the Executive Board is also to be authorised to implement
    the call-in pursuant to § 37 (3), no. 3 AktG without a change in the share capital. In such a
    case, the call-in leads to an increase in the share of the remaining stock in the capital pursu-
    ant to § 8 (3) AktG. The Executive Board is also to be authorised to amend the number of
    shares specified in the Articles of Association.

    The Executive Board will report on any use made of the authorisation to purchase own
    shares at the next Annual General Meeting.


6. Creation of new Authorised Capital B for employee shares and a corresponding
   amendment to the Articles of Association

    The authorisation given to the Executive Board by the Annual General Meeting on 6 June 004
    pursuant to Art. 4 (3) of the Articles of Association to increase the share capital (Authorised
    Capital B) with the consent of the Supervisory Board expires on 5 June 009. No use has
    been made of this authorisation to date.

    Executive Board and Supervisory Board submit a proposal to the Annual General Meeting:

    The Executive Board shall be authorised, with the consent of the Supervisory Board, to
    raise the share capital (Authorised Capital B) of the Company in one or more stages until
    3 April 04 by up to € 5,000,000 through the issue of new no-par value registered shares
    against a cash contribution. The new shares are to be offered for sale solely to employees
    of Deutsche Lufthansa AG and of associated companies. The subscription rights of share-
    holders shall be excluded.

6
  The Executive Board is authorised, with the consent of the Supervisory Board, to define
  further details of the use to be made of the Authorised Capital and the implementation of the
  capital increase.

  The previously Authorised Capital B specified in Art. 4 (3) of the Articles of Association is
  deleted and Art. 4 (3) re-worded as follows:

  “The Executive Board shall be authorised, with the consent of the Supervisory Board, to
  raise the share capital of the Company in one or more stages until 3 April 04 by up to
  € 5,000,000 through the issue of new no-par value registered shares against a cash contri-
  bution (Authorised Capital B). The new shares will be offered for sale solely to employees of
  Deutsche Lufthansa AG and of associated companies. The subscription rights of share-
  holders shall be excluded.”

  The Supervisory Board is authorised to amend Art. 4 of the Articles of Association in line with
  the specific utilisation of the Authorised Capital B or upon expiry of the authorisation period.

  Report of the Executive Board to the Annual General Meeting on agenda item 6
  pursuant to secs. 203 (1), sent. 1, 186 (4), sent. 2 AktG

  The new Authorised Capital B is to replace the present Authorised Capital B which expires on
  5 June 009 and of which the Company has made no use to date. The Authorised Capital B
  is to serve the sole purpose on enabling the employees of Deutsche Lufthansa AG and of
  associated companies to participate to a greater degree in the share capital of the Company
  within the scope of a multi-year participation model. At the same time, the employees are to
  be involved more strongly in the provision of capital by stepping up the formation of assets
  in employee hands. To this end, it is necessary for the shareholder subscription rights to be
  excluded.


7. Amendment to the Articles of Association to abolish concessionary flights for
   Supervisory Board members

  Pursuant to Art. 3 (3) of the Articles of Association, Supervisory Board members are entitled
  to concessionary travel facilities subject to IATA and Company provisions.

  Since arrangements for benefits in kind are no longer considered appropriate in the current
  situation, the Supervisory Board members at their meeting on 4 September 008 agreed to
  cease making use of the existing arrangements.
  Executive Board and Supervisory Board therefore propose to delete this paragraph.


8. Appointment of auditors for the annual financial statements in the 2009 financial year

  The Supervisory Board proposes the appointment of PricewaterhouseCoopers Aktienge-
  sellschaft Wirtschaftsprüfungsgesellschaft, Düsseldorf, as auditors of the annual financial
  statements for the 009 financial year.


                                                ***


                                                                                                  7
Notifications pursuant to § 128 (2), sents. 6 to 8 AktG

A member of the Executive Board of Deutsche Lufthansa AG is also a member of the
Administrative Board of the following German financial institution:
Landesbank Hessen-Thüringen Girozentrale

The following credit institution holds a share in Deutsche Lufthansa AG notifiable under
sec. 21 of Germany’s Securities Trading Act ( WpHG):
Commerzbank AG, due to the inclusion of shares held by Dresdner Bank AG and by
Süddeutsche Industrie-Beteiligungs-GmbH

The following credit institutions were members of a syndicate which took up the most
recent issue of securities of Deutsche Lufthansa AG in the last five years:
Deutsche Bank AG
Landesbank Hessen-Thüringen Girozentrale
Morgan Stanley & Co. International Limited
UBS Limited



                                               ***



Attendance at the Annual General Meeting

Of the total 457,937,57 no-par value shares issued by the Company, the holders of all are
entitled to attend and vote at the time this Annual General Meeting is called.

Shareholders entitled to attend the Annual General Meeting of Deutsche Lufthansa AG and
to cast votes – either in person or by proxy – are those shareholders whose names are
entered in the share register by 7 April 009 (by Midnight) and who have registered no later
than 7 April 009 (by Midnight) by the following methods:


by mail             Hauptversammlung Deutsche Lufthansa AG
                    c/o ADEUS Aktienregister-Service-GmbH
                    0797 Hamburg

by fax              +49-69-56-7049

by internet         www.lufthansa.com/investor-relations, link “Annual General Meeting”


The Company will send application and proxy forms, as well as a copy of the agenda of the
Annual General Meeting to the addresses of those shareholders whose names are entered in
the share register of the Company on 0 April 009 (by Midnight).




8
New shareholders too, whose names are entered in the share register from  to 7 April 009
inclusive can send an application to attend to the above address, stating their shareholder‘s ID,
name, address and date of birth. From 8 April 009 (inc) until 4 April 009 (inc), no changes
in shareholder entries will be made in the share register.

Upon notification of attendance at the Annual General Meeting, shareholders’ stock will not be
blocked from trading, i.e. even after having given notification of attendance shareholders are
free to dispose of their shares.

Shareholders entered in the share register may also cast their votes at the Annual General
Meeting via a proxy, a credit institution or a shareholders‘ association. For proxies, too, timely
registration of shareholding concerned is necessary.

The proxy must be in writing. The written-form requirement does not apply if a credit institution,
shareholders‘ association or other similar institution or person as set forth in sec. 35 (9) or sec.
35 () in conjunction with sec. 5 (5) AktG is to be given a proxy. Pursuant to sec. 35 AktG,
it suffices in such cases if the proxy is verifiably put on record.

If a credit institution, etc., is entered in the share register, it may cast votes in respect of the
shares it does not own, only if it possesses the shareholder’s authorisation.

Lufthansa is also offering its shareholders the option of having authorised Company represen-
tatives cast votes on their behalf. Such representatives exercise this voting right only on the
basis of instructions issued by the shareholder. Proxies and instructions may be issued in
writing or by facsimile using the forms and documents sent to the shareholders or via the
Internet at www.lufthansa.com/investor-relations, link “Annual General Meeting.” Issuing powers
of attorney to the Company’s proxies is possible up to and including 7 April 009; any changes
to the instructions can be transmitted via the Internet until 3 April 009, 03:00 p.m. Further
details on this may be found in the records sent to shareholders.

Once again, admission tickets may be ordered and proxies issued with voting instructions for
authorised Company representatives using the Internet. In addition, credit institutions and share-
holder associations may be given powers of attorney and instructions for the first time via the
Internet this year, unless these provide for a deviating form of power of attorney.
Shareholders who wish to make use of these online services require their shareholder number
and the pertinent access password. Those shareholders who have already registered for
e-mail delivery of the invitation to the Annual General Meeting will receive their shareholder
number with the invitation e-mail and must use the access password they have selected when
registering. All other shareholders entered in the share register receive their shareholder num-
ber and access password along with the invitation letter to the Annual General Meeting by
post. Please find further information at www.lufthansa.com/investor-relations, taking the link to
“Annual General Meeting.”




                                                                                                       9
Queries and Motions

Please send any queries or motions regarding the Annual General Meeting by the following
methods only:


by mail:            Deutsche Lufthansa AG
                    Investor Relations (HV)
                    Lufthansa Aviation Center
                    Airportring
                    60546 Frankfurt

by fax:             +49-69-696-90990

by e-mail:          CGNIRAW@DLH.DE


We regret that we are unable to consider motions sent to any other address. Any shareholder
motions received by 0 April 009 (by Midnight) that must be made accessible, will be made
accessible in the Internet at www.lufthansa.com/investor-relations. Any opinions of the manage-
ment will be published at the same Internet address.

The report on the 008 financial year can either be downloaded from the Internet address,
or, alternatively a bound version may also be ordered from the website using the menu item
Service “Order Service.”

The invitation to attend the Annual General Meeting appears in the electronic Federal Gazette
dated 3 March 009.

Cologne, 3 March 009

Deutsche Lufthansa Aktiengesellschaft
The Executive Board




0

Registered office of the Company: Cologne
Entered in the Commercial Register of the Cologne Local Court (Amtsgericht)
under HRB 68
Chairman of the Supervisory Board: Dipl.-Ing. Dr.-Ing. E. h. Jürgen Weber
Executive Board: Wolfgang Mayrhuber (Chairman), Stephan Gemkow, Stefan Lauer



				
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