DGAP-News: CTS Eventim AG / Key word(s): AGM/EGM
Announcement of a modified proposed resolution for Item 7 of the
Annual General Meeting of CTS Eventim AG on May 8, 2014
06.05.2014 / 14:03
---------------------------------------------------------------------
Announcement of a modified proposed resolution for Item 7 of the Annual
General Meeting of CTS Eventim AG on May 8, 2014
1. Background
At the forthcoming Annual General Meeting (AGM) on 8 May 2014, the
management of CTS EVENTIM AG intends to propose a slightly modified
resolution with regard to the original proposed resolution on agenda item 7
on the transformation of the Company into the legal form of a partnership
limited by shares (KGaA) under accession of EVENTIM Management AG,
including cancellation of the existing and creation of new authorized
capital ("Item 7").
The reason for this approach has been the fact that after publication of
the proposed resolutions, a number of shareholders have expressed to the
Management Board their concerns over the authorization to exclude
subscription rights up to the amount of 20 % of the share capital in the
context of the creation of the authorized capital 2014. It must be presumed
that these shareholders will vote against the proposed resolution for this
reason. The Board assumes, however, that at least some of these
shareholders would support the proposal if the maximum extent of excluding
subscription rights would be set at 10% of the share capital. In order to
produce the widest possible consent with the shareholders of the Company
and to ensure a sufficiently large majority in favor of the proposed
resolution, the Management Board (in agreement with the Supervisory Board)
would like to propose to the AGM a modified resolution for Item 7, which
differs from the proposal originally published with the notice of
convocation of the AGM accordingly.
2. Modified Proposed Resolution
Against this background, the Board intends to propose to the AGM on 8. May
2014 a modified version of the proposal under agenda item 7 which was
published with the AGM convocation notice; the proposed resolution will be
as follows:
The Annual General Meeting deliberates for Item 7 as notified in the
convocation notice in the German Federal Gazette (Bundesanzeiger) on March
31, 2014, but with the proviso that for the Authorized Capital 2014, the
authorization to exclude subscription rights is limited to 10% of existing
capital stock in effect upon exercise of the authorization, and accordingly
(i) in Section 5 lit. ii) third paragraph and lit. iii) fourth paragraph of
the proposed resolution and
(ii) in Section II, § 4, paragraph 4 , third subparagraph of the articles
of
association of CTS Eventim AG & Co. KGaA,
the number "20%" is in each case replaced by "10%".
In all other respects, the proposed resolution and the proposed articles of
association of CTS Eventim AG & Co. KGaA shall remain unchanged.
3. Effect on instructions given to the Proxy appointed by the Company and
other agents; necessity of re-issue of instructions
The company points out that voting instructions already issued to the Proxy
appointed by the Company and possibly (depending on the modalities of proxy
and voting instructions in the individual case) also to other agents (such
as banks and shareholders' associations) with regard to the original
proposal under Item 7 will be irrelevant when the proposal is made with the
modified content described above, because the instructions given apply only
to the original, but not to the modified proposal for Item 7. Therefore,
due to the lack of valid instructions, the Proxy (and possibly the other
agent) would not cast the votes of the shareholder in question when item 7
is voted on, and these votes would not be considered. Shareholders who have
already issued voting instructions for Agenda Item 7 are therefore
requested to give to the Proxy and, if necessary, the other agent renewed
instructions with regard to the modified proposal, if the Proxy or, if
applicable, the other agent is to vote on their behalf in the context of
voting to Agenda Item 7.
Instructions to the Proxy nominated by the Company with regard to the
modified proposal for Item 7 can only be made in writing (including by fax
or e-mail) under specific reference to such modified proposal, in
particular using the form "Vollmacht und Weisung zu geändertem
Beschlussvorschlag zu TOP 7", which with immediate effect is available for
download in the Investor Relations section of the Company's website at
www.eventim.de under the heading "Hauptversammlung 2014" and will also be
sent to shareholders on written request immediately. Instructions to the
Proxy nominated by the Company with regard to the modified proposal for
Item 7 can, however, not be issued without specific reference to the
modified proposal for Item 7, especially not under use of the authorization
and instruction form sent with the admission and voting card, unless a
specific reference to the modified proposal for Item 7 is explicitly made.
Shareholders who wish to issue such instructions to the Proxy nominated by
the Company prior to the AGM are for organizational facilitation requested,
to submit these (in the form of the aforementioned form) no later than 7
May 2014 18.00 clock CEST (date of receipt by the Company) to one of the
following addresses:
CTS EVENTIM Aktiengesellschaft
c/o PR IM TURM HV-Service AG
RömerstraÃe 72-74
68259 Mannheim
Fax: +49-621-7177213
Email: hauptversammlung@eventim.de
The provisions of the convocation to attend the Annual General Meeting and
the appointment of proxies remain unaffected.
To the extend shareholders have authorized or wish to authorize a credit
institution, a shareholders' association or a person or institution equated
to them under § 135 AktG (German Stock Corporation Act) or § 135 AktG in
conjunction with § 125 para 5 AktG , they are requested to consult in a
timely matter with the proxy holder on the necessity and possibly the form
of voting instructions with regard to the modified proposed resolution for
agenda item 7.
Bremen, 6. May 2014
The Management Board
End of Corporate News
---------------------------------------------------------------------
06.05.2014 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------
Language: English
Company: CTS Eventim AG
Dingolfinger Str. 6
81673 München
Germany
Phone: 0421/ 3666-233
Fax: 0421/ 3666-290
E-mail: claudia.aderhold@eventim.de
Internet: www.eventim.de
ISIN: DE0005470306
WKN: 547030
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart
End of News DGAP News-Service
---------------------------------------------------------------------
266685 06.05.2014
DGAP-News: Announcement of a modified proposed resolution for Item 7 of the Annual General Meeting of CTS Eventim AG on May 8, 2014
| Source: EQS Group AG