Etude de l'AG du 10/05/2017
Item 2: We recommend opposing the dividend proposal. ECGS believes that dividends should be covered by consolidated earnings and/or free cash flow and supported by a strong balance sheet in terms of solvency and leverage. In line with our guidelines we recommend opposition as the Company does not provide a reasonable justification why the dividend is not covered by earnings for a third consecutive year.
Items 5a, 5b and 5c: PwC, Düsseldorf, is proposed as auditor for the current financial year, for the review of abbreviated financial statements and interim management reports for financial year 2017 and for the review of abbreviated financial statements and the interim management report for the first quarter of financial year 2018. Ratio of non-audit/audit fees was 100% during the year under review and 104.69% over a threeyear aggregate period which exceeds our guidelines. Furthermore, we note that PwC has audited the Company since the merger of VEBA and VIAG into E.ON became effective in 2000. PwC has also audited VEBA and VIAG since at least 1999 (no earlier data available). This exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of PwC as auditor.
Item 8: The Company shall be authorised until 9 May 2022 to increase the share capital by up to EUR 460m (~20.90% of the share capital) by issuing shares against contributions in cash and/or in kind. The total shares issued while disapplying preemptive rights under the proposed and all existing authorisations may reach up to 20% of the share capital which exceeds our guidelines according to which we accept a maximum potential dilution of 10%. We recommend opposition.
Item 9: The Company shall be authorised until 9 May 2022 to issue convertible bonds and/or bonds with warrants (bonds) up to a face value of EUR 5bn with conversion/option rights for shares in the Company with a proportionate share in the capital stock of up to EUR 175m (~7.95% of the share capital). The capital stock shall be conditionally increased accordingly. The total shares issued while disapplying preemptive rights under the proposed and all existing authorisations may reach up to 20% of the share capital which exceeds our guidelines according to which we accept a maximum potential dilution of 10%. We recommend opposition.
Item 10: We recommend opposing the share repurchase authorisation requested by the Company as we consider it currently not being in the interest of shareholders.
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