The next Annual Shareholders’ Meeting takes place approximately on April 27, 2018 in the Kuppelsaal of the Hannover Congress Centrum, Hanover, Germany.
The Annual Shareholders’ Meeting is the primary organ of a stock company. It gives shareholders in particular a chance to exercise their right to pose questions and vote. Of course, every shareholder can attend the Annual Shareholders’ Meeting personally or be represented. To be able to attend, the shareholder must, however, sign up for the Meeting on time. The deadline for signing up is the deadline for depositing one’s shares in the company with a depositary bank or elsewhere as stipulated in the invitation (24.00 h, April 21, 2017).
The shareholders receive the invitation to the Annual Shareholders’ Meeting, together with the agenda, from their depositary bank prior to the Annual Shareholders’ Meeting. The depositary bank sends along a reply slip that the shareholder can use to authorize the bank to exercise the shareholder’s voting rights or, on the other hand, to request an admission ticket for her-/himself or a proxy. The invitation to the Annual Shareholders’ Meeting is also published in the electronic edition of the Bundesanzeiger [The Federal Bulletin] and in a mandatory federal gazette. As of the day the invitation is published in the Bundesanzeiger, the invitation and the agenda are also available on the Internet.
A shareholder who has not received an admission ticket to the Annual Shareholders’ Meeting despite having signed up on time can still attend the Meeting. If an admission ticket is issued, the shareholder remains in the list of those who signed up even if the ticket is lost in the mail, for example, and never reaches the shareholder. This will be verified in the lobby of the Congress Center and an admission ticket is issued entitling the shareholder to participate in the Meeting.
As Continental shares are made out in the name of the possessor, the invitations to the Annual Shareholders’ Meeting are, without exception, sent via the depositary bank. A shareholder who hasn’t received an invitation should therefore get in touch with the respective depositary bank.
The shareholder is allowed to do that as long as the request for an extra admission ticket was included in the original request for tickets filed with the depositary bank. We trust shareholders will understand that we cannot issue more than two admission tickets per shareholder.
The shareholder can temporarily leave the meeting via the exit desk. The shareholder has to log out with the exit control and log in again before re-entering the meeting so that an accurate directory of participants can be maintained at all times.
Shareholders who are unable or do not want to attend the Annual Shareholders’ Meeting personally can issue power of attorney and instructions to a representative. A shareholder can issue power of attorney and instructions beforehand to be represented by proxies appointed by the company. These proxies are obliged to vote as instructed by the respective shareholder represented.
The power of attorney and instructions to the proxies appointed by the company can be issued by mail, fax, e-mail or electronically via the internet. Via the internet service offered by the company, power of attorney and instructions to the proxies appointed by the company can be issued until the end of the general debate on the day of the Annual Shareholders’ Meeting. It is also possible to issue power of attorney to a bank or an association of shareholders. The certificate of power of attorney must be sent directly to the bank or association. The shareholder should make sure ahead of time, though, that the bank or the association of shareholders is prepared to exercise the voting rights on the shareholder’ behalf of.
In the event that a shareholder leaves the Annual Shareholders’ Meeting but wants her/his voting right to continue to be exercised, the shareholder can authorize another shareholder or the proxy appointed by the company to exercise these voting rights on her/his behalf.
A voting right refers to the right that comes with acquisition of a share to participate in voting on agenda items at the Annual Shareholders’ Meeting. Every shareholder is basically entitled to exercise voting rights. By issuing power of attorney, the shareholder can, however, transfer this voting right to a third party – in particular, to a depositary bank, an association of shareholders or to proxies appointed by the Company. According to the Articles of Incorporation every single share bears entitlement to one vote at the Annual Shareholders’ Meeting.
In accordance with Section 126 of the German Stock Corporation Act [AktG], the shareholders are entitled to make a counter motion to a proposal put forward by the Executive Board or the Supervisory Board on a particular item on the agenda. Such counter motions must be sent to one of the addresses cited in the invitation to the Annual Shareholders’ Meeting no later than on April 13, 2017 . At the Company’s Web site, shareholders will immediately be provided access to counter motions subject to mandatory publication sent to this address on time.
The whole Shareholders' Meeting on April 28, 2017 will be transmitted live on the Internet. There is no further participation via the Internet possible.