Annual General Meeting 2010
- This translation from the German original into English has been provided for your convenience. The German text is exclusively binding and valid for all purposes. -
Beta Systems Software Aktiengesellschaft, Berlin
Securities code number: 522 440
ISIN: DE0005224406
Regular Annual General Meeting of Shareholders
Tuesday, August 17, 2010, 10 a.m.,
in the Ludwig Erhard Haus, Fasanenstraße 85, D-10623 Berlin.
Agenda (summarized version)
- Presentation of the adopted Annual Financial Statements of Beta Systems Software Aktiengesellschaft as at December 31, 2009, the approved consolidated financial statements and the Combined Management Report on the Group and on the Parent Company as per December 31, 2009, with the explanatory report of the Management Board on the Notes pursuant to Sections 289 para. 4, 315 para. 4 of the German Commercial Code (HGB) and the Report of the Supervisory Board of Beta Systems Software Aktiengesellschaft on the fiscal year 2009
- Resolution on granting discharge to the Management Board for the fiscal year 2009
- Resolution on granting discharge to the Supervisory Board for the fiscal year 2009
- Supervisory Board elections
- Selection of the independent auditor for the separate financial statements and for the consolidated financial statements for the fiscal year 2010, as well as for the auditing of the condensed financial statements and interim management report of the half-yearly financial report 2010 in accordance with Section 37w para. 5 in conjunction with Section 37y no. 2 German Securities Trading Act (WpHG)
- Remuneration of the Supervisory Board and amendment of the Articles of Association
- Resolution for approval on the Control and Profit Transfer Agreement between Beta Systems Software Aktiengesellschaft, Berlin, and DETEC Software GmbH, Ruesselsheim
We published the full Agenda with the proposals of Administration for the passing of resolutions and the complete conditions for participation in the electronic German Federal Gazette of July 8, 2010. The unabridged text of the invitation, including the documentation and reports on Agenda Item 1 and 7, as well as the complete conditions for participation can be obtained free of charge from COMMERZBANK AG, the paying and registration agent, and from the Company. The aforementioned documentation has also been made available for viewing and downloading from our website at http://www.betasystems.com under the Investor Relations/Annual General Meeting heading.
Prerequisites for participation in the Annual General Meeting of Shareholders and for the exercising of voting rights and the significance of the Record Date: Only shareholders who have provided proof of their share ownership and have registered in text form under the address, telefax number or e-mail address cited in the following (Section 126b German Civil Code (BGB)) in German or English at least six days prior to the date of the Annual General Meeting of Shareholders (pursuant to Section 123 para. 2 sentence 4, para. 3 sentence 5 of the German Stock Corporation (AktG), the date of receipt does not count towards the deadline), namely by August 10, 2010, 12 midnight, at the latest (local time at the Company's principal place of business) are entitled to participate in the General Meeting of Shareholders. Address, telefax number and e-mail address: Beta Systems Software Aktiengesellschaft, c/o Commerzbank AG, GS-MO 2.5.1 AGM, D-60261 Frankfurt am Main, Telefax: +49 (0)69 / 136 – 26351, e-mail: ztbm-hv-eintrittskarten@commerzbank.com. Proof of share ownership required for due and proper registration is to be furnished by way of confirmation in text form (Section 126b German Civil Code (BGB)) in German or English issued by a bank licensed for the safekeeping of securities, e.g. the institution maintaining the securities deposit account. Proof must pertain to the start of the 21st day prior to the Annual General Meeting of Shareholders, i.e. July 27, 2010, 12 midnight (local time at the Company's principal place of business (Record Date)), and have been received by the Company under the aforementioned address, telefax number or e-mail address by August 10, 2010, 12 midnight (local time at the Company's principal place of business). In relation to the Company, only persons who have provided proof of share ownership are eligible to participate in the Annual General Meeting of Shareholders and to exercise their voting rights as shareholders. Along with the necessity of registering, the right to participate and the scope of the voting right depend exclusively on the proportion of shares owned by the shareholder on the Record Date. The Record Date does not entail a block on the sale of shareholdings. Also in the event of the (full or partial) sale of shareholdings after the Record Date, the determining factor for participation and the scope of the voting rights is exclusively the proportion of shares owned by the shareholder on the Record Date; in other words, the sale of shares after the Record Date has no effect on the right to participate and the scope of the voting right. The same applies for the purchasing and additional acquisition of shares after the Record Date. Persons who are not shareholders on the Record Date but who purchase shares before the Annual General Meeting of Shareholders are not entitled to participate and vote unless they have themselves appointed as proxies or are authorized to exercise rights. The Record Date is not relevant to dividend entitlement.
Procedure for casting votes by a proxy in the Annual General Meeting of Shareholders: Shareholders who do not wish to participate in the Annual General Meeting of Shareholders themselves can also exercise their voting rights in the meeting through a proxy, for instance a bank, an association of shareholders or through any other third party. In this case as well, registration by the shareholder or by the proxy must have been duly made in accordance with the aforementioned regulations. If the shareholder appoints more than one person as a proxy, the Company shall be entitled to reject one or several of these persons. In as much as powers of attorney are not granted to a bank, an association of shareholders or a person or institution of the same standing as one of these pursuant to Section 135 German Stock Corporation Act (AktG), they can be granted by way of declaration in text form (Section 126b German Civil Code (BGB)) made to a proxy or to the Company. In the case of authorizing a bank, an association of shareholders or a person or institution of the same standing as of one of these pursuant to Section 135 German Stock Corporation Act (AktG), special circumstances may prevail; in such cases, shareholders are requested to consult the proxies in good time as to the form of the power of attorney which they may require. Shareholders will receive a proxy form directly, together with their entrance ticket, which can be used to appoint a proxy. Furthermore, upon request shareholders will be sent a proxy form at any time; the form can also be downloaded from the Company's website at www.betasystems.com under the Investor Relations/Annual General Meeting heading. Proof of authorization can also be presented by the proxy at the venue on the day of the Annual General Meeting. The contact data set out below can be used for the declaration of the granting of proxy to the Company and the rescinding of such declaration, as well as for the sending of proof of having appointed a proxy and the rescinding of such declaration, especially by way of electronic transmission: Beta Systems Software Aktiengesellschaft, Regular 2010 Annual General Meeting of Shareholders, Investor Relations Department, D-Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail to: ir@betasystems.com. As a service, we offer our shareholders the option of being represented at the Annual General Meeting by a proxy appointed by the Company. A proxy appointed by the Company may only vote on a resolution put forward by the Administration in the notification of the convening of the Annual General Meeting in accordance with the instructions issued by a shareholder on the respective Agenda item; if these instructions are not explicit, a proxy appointed by the Company must abstain from voting on the respective Agenda item. The granting of proxy, its rescission and the proof of authorization for the Company must take the text form (126b German Civil Code (BGB)). The form, sent to the shareholders, together with the entrance ticket, can be used for the purpose of the granting of proxy. This form can also be transmitted electronically (e-mail) by, for example, sending the entrance ticket together with the combined proxy/instructions form as a scanned-in file, in pdf format for instance, per e-mail to the e-mail address cited below. For organizational reasons, the statement of proxy and instructions to the proxy of the Company must have been received by the proxies of the Company by the end of August 15, 2010, at the latest under the following address, telefax number or e-mail address: Beta Systems Software Aktiengesellschaft, Annual General Meeting 2010, Investor Relations Department, Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail: ir@betasystems.com. In addition, we offer shareholders, representatives and proxies who have registered in the required form by the deadline and who attend the Annual General Meeting the option of authorizing the proxies of the Company with the exercising of their voting rights in accordance with their instructions actually in the Annual General Meeting before the start of voting.
Requests for additional Agenda items pursuant to Section 122 para. 2 German Stock Corporation Act (AktG): Shareholders whose sum total of shares come to a twentieth part of the capital stock at minimum or a proportionate amount of € 500,000, which corresponds to 384,616 shares, can have items put on the Agenda and made known (Section 122 para. 2 German Stock Corporation Act (AktG)). Each new item must be substantiated or accompanied by a proposal for resolution. The request is to be directed to the Management Board in writing and must have been received by the Company at least 30 days before the Annual General Meeting of Shareholders (pursuant to Section 122 para. 2 sentence 3 German Stock Corporation (AktG), the date of receipt does not count towards this deadline), which is July 17, 2010, 12 midnight, at the latest (local time at the Company's principal place of business), under the following address: Beta Systems Software Aktiengesellschaft, Annual General Meeting 2010, Management Board, Alt-Moabit 90d, D-10559 Berlin. The applicant shareholders must credibly substantiate that they have been the owners of the shares for at least three months prior to date when the request is received and that they will hold the shares up until such time as a decision is made on the request. Additional items put on the Agenda to be publicized are – if not already made known when the Annual General Meeting is convened – published without delay upon receipt of the request in the electronic German Federal Gazette and relayed to media which can be expected to publish and disseminate the information throughout the whole European Union. Moreover, they are also published on the Company's website at http://www.betasystems.com under the Investor Relations/Annual General Meeting heading and communicated to the shareholders.
Counter-motions pursuant to Section 126 para. 1 German Stock Corporation Act (AktG): Shareholders can also remit counter motions to the Company against a proposal made by the Management Board and the Supervisory Board on a specific Agenda item. Such applications are to be sent to the address, telefax number or e-mail address below, indicating the name of the shareholder and stating the reasons: Beta Systems Software Aktiengesellschaft, Annual General Meeting 2010, Investor Relations Department, Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail: ir@betasystems.com. Due and proper counter-motions, received at least 14 days before the Annual General Meeting of Shareholders (pursuant to Section 126 para. 1 sentence 2 German Stock Corporation (AktG), the date of receipt does not count towards the deadline), which is August 2, 2010, 12 midnight, at the latest (local time at Company’s principal place of business), under the aforementioned address, telefax number or e-mail address, and any statement by the Administration will be made available to the shareholders on the Company's website under the Investor Relations/Annual General Meeting heading (Section 126 para. 1 German Stock Corporation Act (AktG)). Counter-motions sent to any other address will not be taken into account. The Company may refrain from making a counter-motion and its substantiation available if there are precluding circumstances pursuant to Section 126 para. 2 German Stock Corporation Act (AktG) such as, for instance, in the case of a counter-motion which would result in a decision of the Annual General Meeting in breach of the law or of the Articles of Association. The substantiation of a counter-motion need not be made accessible if it exceeds more than 5,000 characters in total.
Election proposals by shareholders pursuant to Section 127 German Stock Corporation Act (AktG): Each shareholder has the right to put forward proposals for the election of Supervisory Board members (Agenda Item 4) and for the selection of the independent auditor (Agenda Item 5). Election proposals by shareholders received by the Company under the address, telefax number or e-mail address below at least 14 days before the Annual General Meeting, not counting the day of receipt and the day of the Annual General Meeting, which is Monday, August 2, 2010, 12 midnight, at the latest (local time at the Company’s principal place of business), will be promptly made accessible on the Company's website under the Investor Relations/Annual General Meeting heading. Election proposals by shareholders will only be made accessible if they include the name, the profession and the place of residence of the person proposed for election and, in the case proposals of Supervisory Board members, information about their membership in other supervisory boards formed in accordance with the law (cf. Section 127 sentence 3 in conjunction with Section 124 para. 3 and Section 125 para. 1 sentence 5 of the German Stock Corporation Act (AktG)). Other than counter-motions within the meaning of Section 126 para. 1 of the German Stock Corporation Act (AktG), election proposals do not need to be substantiated. Under Section 127 sentence 1 in conjunction with Section 126 para. 2 of the German Stock Corporation Act (AktG), there are other reasons for election proposals not having to be made accessible on the website. The following address, telefax number and e-mail address are to be used for the submission of election proposals: Beta Systems Software Aktiengesellschaft, Annual General Meeting 2010, Investor Relations Department, Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail: ir@betasystems.com. Please note that counter-motions and election proposals which are not sent to the company within the prescribed deadline will only be taken account of in the Annual General Meeting if put forward and voiced orally. The right of each and every shareholder to submit counter-motions during the Annual General Meeting on the various points on the Agenda or on proposals for the election of the independent auditor and of Supervisory Board members without prior submission to the Company by the prescribed deadline shall remain unaffected.
Total Number of Shares and Voting Rights: Pursuant to Section 30b para. 1 sentence 1 no. 1 German Securities Trading Act (WpHG), we herewith declare that, at the time when the Annual General Meeting of Shareholders was convened, the Company's capital stock came to EUR 17,275,588.20 divided into 13,288,914 shares. Each share confers the right to one vote. At the time when the Annual General Meeting of Shareholders was convened, the Company held 120,610 treasury shares which do not confer rights. The total number of shares conferring participation and voting rights came to 13,168,304 at the time when the Annual General Meeting of Shareholders was convened.
Berlin, July 2010
Beta Systems Software Aktiengesellschaft
The Management Board
