EANS-General Meeting: K+S Aktiengesellschaft / Announcement convening the general meeting

PR Newswire/euro adhoc/
EANS-General Meeting: K+S Aktiengesellschaft / Announcement convening the
general meeting
General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. 
K+S Aktiengesellschaft
with registered seat in Kassel, Germany
ISIN: DE000KSAG888
WKN: KSAG88 
Invitation to the Ordinary Annual General Meeting 
to be held on Tuesday, 14 May 2013, 10.00 a.m., in the Kongress Palais Kassel -
Stadthalle, Holger-Börner-Platz 1, 34119 Kassel, Germany. 
I. Agenda 
1. Presentation of the approved annual financial statements of K+S
Aktiengesellschaft, of the approved consolidated financial statements, of the
joint management and Group management report and of the Supervisory Board
report, in each case for the 2012 financial year, as well as of the explanatory
report of the Board of Executive Directors concerning the information under
Sections 289 Paragraph 4 and 315 Paragraph 4 of the German Commercial Code (HGB) 
These documents can be found on the Internet under www.k-plus-s.com/agm. They
are also available for inspection in the offices of K+S Aktiengesellschaft,
Bertha-von-Suttner-Straße 7, 34131 Kassel, Germany. The documents will
furthermore be available during the Annual General Meeting. The Supervisory
Board has approved the annual and consolidated financial statements. In
accordance with legal requirements, no resolution is adopted concerning this
item of the Agenda. You will find a related explanation on the Internet under
www.k-plus-s.com/agm. 
2. Adoption of a resolution on the appropriation of profits 
The Board of Executive Directors and the Supervisory Board propose that the   
following resolution be adopted: 
"The accumulated profit of the 2012 financial year shall be appropriated as 
follows: 
Distribution of a dividend of EUR 1,40 per share for 191,400,000 no-par value
shares entitled to dividends EUR 267,960,000.--
Profit carried forward EUR 26,255,575.87
Accumulated profit EUR 294,215,575.87" 
3. Adoption of a resolution about the ratification of the actions of the Board
of Executive Directors 
The Supervisory Board and the Board of Executive Directors propose that the
actions of the members of the Board of Executive Directors be ratified for the
2012 financial year. 
4. Adoption of a resolution about the ratification of the actions of the
Supervisory Board 
The Board of Executive Directors and the Supervisory Board propose that the
actions of the members of the Supervisory Board be ratified for the 2012 
financial year. 
5. Election of the auditor for the 2013 financial year 
Upon recommendation of its Audit Committee, the Supervisory Board 
proposes to elect Deloitte & Touche GmbH, Hanover, Germany, as auditor 
for the financial statements and consolidated financial statements for the 
2013 financial year. 
6. Elections to the Supervisory Board 
The term of office of the following members of the Supervisory Board elected by
the Annual General Meeting ends at the close of the Annual General Meeting on 14
May 2013: Jella S. Benner-Heinacher, Rainer Grohe, Dr. Karl Heidenreich, Dr.
Bernd Malmström, Dr. Rudolf Müller and Dr. Eckart Sünner. 
As recommended by its Nomination Committee, the Supervisory Board proposes that
the following persons be elected on an individual basis to the Supervisory Board
for the period from the end of the Annual General Meeting on 14 May 2013 until
the end of the Annual General Meeting, which decides about the ratification of
actions for the 2017 financial year. 
a)Ms. Jella S. Benner-Heinacher (53), Meerbusch, Deputy General Manager of
Deutsche Schutzvereinigung für Wertpapierbesitz e. V., Düsseldorf, member of the
Supervisory Board of A.S. Creation Tapeten AG, Gummersbach, 
b)Mr. Wesley Clark (61), Lake Forest, Illinois, USA, operating partner of Advent
International Global Private Equity Group, Boston, Massachusetts, USA, board
member of the following companies: Patriot Supply Holdings, Inc., Fort Worth,
Texas, USA (Non-executive Chairman); Morrison Supply Company, Fort Worth, Texas,
USA, (Non-executive Chairman); ABC Supply Corporation, Beloit, Wisconsin, USA;
Stanford University Graduate School of Business, Stanford, California, USA,    
c)Dr. Bernd Malmström (71), Berlin, lawyer, member of the supervisory boards or
comparable appointments to supervisory bodies of the following companies:
Lenkering GmbH, Duisburg; IFCO-Systems N.V., Amsterdam, The Netherlands,
(chairman); time:matters GmbH, Neu-Isenburg, (chairman); VTG AG, Hamburg; HHLA
Intermodal GmbH, Hamburg; DAL-Deutsche-Afrika-Linien GmbH & Co. KG, Hamburg,   
d)Dr. Annette Messemer (48), Frankfurt am Main, Divisional Board Member  of
Commerzbank AG, Frankfurt am Main, 
e)Dr. Rudolf Müller (69), Ochsenfurt, pensioner (former member of the Board of
Executive Directors of Südzucker AG Mannheim/Ochsenfurt, Mannheim),  
f)Dr. Eckart Sünner (69), Neustadt a. d. Weinstraße, lawyer (Of Counsel, Allen &
Overy LLP, Mannheim office), member of the Supervisory Board of Infineon
Technologies AG, Neubiberg. 
You will find the CVs of the above-mentioned persons on the Internet under
www.k-plus-s.com/agm.  
The composition of the Supervisory Board is determined by Sections 96 Paragraph
1 and 101 Paragraph 1 of the German Stock Corporation Act (AktG) and by Section
7 Paragraph 1 No. 2 of the German Co-Determination Act. The Annual General
Meeting is not bound to election proposals. 
II. Further information and instructions regarding the Annual General Meeting 
1. Preconditions for the attendance at the Annual General Meeting and the
exercise of the voting right   
Only those shareholders of the Company, who register with the Company no later
than by Tuesday 7 May 2013, 12:00 p.m., and are entered in the share register
for the registered shares, are entitled to attend the Annual General Meeting and
to exercise the voting right in person or by proxy. 
The registration may be submitted via the website  
www.k-plus-s.com/agm 
in accordance with the procedure determined by the Company. Shareholders who
would like to register online require their shareholder number and the related
access password for this. Shareholders who are already registered to have the
invitation to the Annual General Meeting sent electronically to them must use
the access password they chose when registering. All other shareholders who are
entered in the share register receive their shareholder number and a related
access password together with the invitation letter to the Annual General
Meeting by mail. 
The registration may also be sent to the address  
K+S Aktiengesellschaft
c/o Computershare Operations Center
80249 München, Germany
fax: +49 89 30903-74675
e-mail: k-plus-s-hv2013@computershare.de 
A form that can be used for this purpose will be sent to shareholders, who are
entered in the share register, together with the invitation letter to the Annual
General Meeting by mail. You will find more detailed instructions regarding the
registration process in the information on the registration form or on the
website www.k-plus-s.com/agm. 
Together with the registration, the shareholder may request an admission ticket
to the Annual General Meeting. Shareholders who use the K+S shareholder portal
for registration have the option to print their admission ticket themselves
directly. 
Unlike the registration to the Annual General Meeting, the admission ticket is
not a precondition for attendance, but merely serves to facilitate the procedure
at the admission control points for access to the Annual General Meeting. 
If a bank is entered in the share register, it may exercise the voting rights
for shares that do not belong to it only based on a power of attorney from the
shareholder. The same applies to shareholders' associations and other 
equivalent persons pursuant to Section 135 Paragraph 8 of the German Stock
Corporation Act (AktG) accordingly. 
For the exercise of attendance and voting rights, the shareholdings entered in
the share register on 8 May 2013, 00:00 a.m., shall be decisive. The shares are
not blocked by the registration to the Annual General Meeting; shareholders can
therefore continue to dispose freely over their shares after completing the
registration. Applications for transfers in the share register, reaching the
Company after 8 May 2013, 00:00 a.m. (the so-called "technical record date"),
until the end of the Annual General Meeting on 14 May 2013, will only be
realized in the share register of the Company with effect from after the Annual
General Meeting on 14 May 2013. 
Holders of American Depositary Receipts (ADRs) will please direct any questions
they may have to Bank of New York Mellon, New York, phone: +1 888 269-2377, or
to their bank or broker. 
2. Absentee ballot 
Shareholders can cast their votes, even without participating in the Annual
General Meeting, in writing or by way of electronic communication (Absentee
ballot). 
Only those registered shareholders - in person or by proxies - are 
entitled to exercise their voting rights by absentee ballot who by 7 May 2013,
12:00 p.m., at the latest as described above have been registered for the Annual
General Meeting.  
Votes can be cast at  
www.k-plus-s.com/agm 
in accordance with the procedure determined by the Company. For electronic
voting, shareholders who are already registered to electronically receive the
documents for the Annual General Meeting should use their shareholder 
number and the access password they have chosen. All other shareholders entered
in the share register will, as stated above, have their access data and 
invitation letter sent to them by mail. 
Votes can also be sent to the address 
K+S Aktiengesellschaft
c/o Computershare Operations Center
80249 München, Germany
fax: +49 89 30903-74675
e-mail: k-plus-s-hv2013@computershare.de 
A form, which may be used when casting an absentee ballot, is enclosed with the
invitation letter. 
Absentee ballot votes must reach the Company by 13 May 2013, 6:00 p.m., at the
latest. If individual voting is held on an item on the Agenda, a vote cast for
this Agenda item shall apply for each single sub-item. Absentee ballot votes
cast in time via the Internet can subsequently be changed there until 13 May
2013, 6:00 p.m.   
We would like to point out that absentee ballot votes cast via the Internet can
only be changed using this system and may be revoked only there or by attending
the Annual General Meeting in person and issuing a declaration in text form. 
Authorized banks as well as equivalent associations and persons pursuant to
Section 135 Paragraphs 8 and 10 of the German Stock Corporation Act (AktG) can
also avail themselves of absentee ballot. The Company will, at their request,
make an electronic voting channel or the corresponding forms available to them. 
3. Proxy voting procedure  
Shareholders, who are entered in the share register, may also have their 
voting right exercised in the Annual General Meeting by a proxy, e.g. a bank or
shareholders' association. A timely registration is also required in this case. 
Granting the power of attorney, revoking it, and proof of authorization
vis-à-vis the Company require the text form and may be transmitted to the
Company under the Internet address  
www.k-plus-s.com/agm  
in accordance with the procedure determined by the Company. For electronic
voting, shareholders who are already registered to electronically receive the
documents for the Annual General Meeting should use their shareholder 
number and the access password they have chosen. All other shareholders entered
in the share register will, as stated above, have their access data 
together with the invitation letter sent to them by mail. 
Transmission may also be effected to the address 
K+S Aktiengesellschaft
c/o Computershare Operations Center
80249 München, Germany
fax: +49 89 30903-74675
e-mail: k-plus-s-hv2013@computershare.de 
A form, which may be used to grant power of attorney, will be sent to the
shareholders together with the invitation letter or, as the case may be, the 
admission ticket to the Annual General Meeting together with additional 
information on granting power of attorney.  
On the day of the Annual General Meeting, the power of attorney may be granted,
revoked, and the proof of authorization may be documented electronically under
www.k-plus-s.com/agm, under fax no. +49 89 30903-74675, or at the admission
points to the Annual General Meeting. 
Exemptions from the text form requirement may exist for banks, shareholders'
associations, or equivalent persons or institutions (compare Section 135 and
Section 125 Paragraph 5 of the German Stock Corporation Act (AktG)). 
We offer our shareholders to have themselves represented in the Annual General
Meeting by proxies appointed by the Company. Granting the power of attorney and
its revocation require the text form and may be transmitted under the Internet
address www.k-plus-s.com/agm or to the above-mentioned address. The proxies
appointed by the Company exercise the voting right exclusively based on the
instructions issued by the shareholder. Please note that the proxies appointed
by the Company will not accept any mandates to make speeches, enter objections
against resolutions of the Annual General Meeting, or to ask questions or submit
motions. 
We would like to point out that powers of attorney and instructions issued via
the Internet-based system can only be changed using this system and may be
revoked only there or by attending the Annual General Meeting in person and
issuing a declaration in text form. 
If a shareholder authorizes more than one person, the Company may reject one or
several of them. 
4. Shareholder rights 
Shareholders, whose shares together amount to one-twentieth of the share capital
or the proportionate amount of EUR 500,000, may demand, pursuant to Section 122
Paragraph 2 of the German Stock Corporation Act (AktG), that items are placed on
the Agenda and announced. Requests to amend the Agenda must be received by the
Company in written form at least 30 days prior to the meeting, i.e. by 13 April
2013, 12:00 p.m. We ask that requests to amend the Agenda be sent to the
following address: 
K+S Aktiengesellschaft
Investor Relations
Bertha-von-Suttner-Straße 7
34131 Kassel, Germany 
We will announce motions for requests to amend the Agenda received in time, if
they meet the legal requirements. 
Each shareholder has the right to submit a counter-motion to any proposal of the
Board of Executive Directors and/ or the Supervisory Board concerning a specific
item of the Agenda. A counter-motion must be made available on the Company's
website as set forth in more detail in Section 126 Paragraphs 1 and 2 of the
German Stock Corporation Act (AktG), if it is received by the Company under the
address specified below no later than on 29 April 2013, 12:00 p.m.  
Each shareholder may also submit an election proposal for the election of
Supervisory Board members or of auditors to the Company as set forth in more
detail in Section 127 of the German Stock Corporation Act (AktG). An election
proposal must be made available on the Company's website as set forth in more
detail in Sections 127, 126 Paragraphs 1 and 2 of the German Stock Corporation
Act (AktG), if it is received by the Company under the address specified below
no later than on 29 April 2013, 12:00 p.m. We will make counter-motions or
election proposals, which have been received in time, available on the Internet
under www.k-plus-s.com/agm, if they meet the legal requirements. We will also
make any comments by the management available under the aforementioned Internet
address. Counter-motions and election proposals from shareholders shall be
exclusively addressed to: 
K+S Aktiengesellschaft
Investor Relations
Bertha-von-Suttner-Straße 7
34131 Kassel, Germany
fax: +49 561 9301-2425
e-mail: investor-relations@k-plus-s.com 
Upon request, the Board of Executive Directors shall provide information to any
shareholder or shareholders' representative during the Annual General Meeting
about matters of the Company, if it is necessary for a proper assessment of the
item of the Agenda. The information obligation also extends to the legal and
commercial relationships of the Company with affiliated companies. 
In order to facilitate a proper reply, shareholders and shareholders'
representatives, who intend to submit questions during the Annual General
Meeting, are requested to transmit these questions as early as possible to the
aforementioned address. This transmission is not a prerequisite for a reply. The
information right is not affected by this. 
More detailed explanations and information on the rights of shareholders
pursuant to Sections 122 Paragraph 2, 126 Paragraph 1, 127 and 131 Paragraph 1
of the German Stock Corporation Act (AktG) are available to shareholders on the
Company's website under www.k-plus-s.com/agm. 
5. Total number of shares and voting rights 
At the time the Annual General Meeting is convened, the Company's share capital
is divided into 191,400,000 no-par value registered shares with the same number
of voting rights.  
6. Information on the Company's website 
The information according to Section 124a of the German Stock Corporation Act
(AktG) as well as additional explanations regarding the aforementioned
shareholder rights are available on the Company's website under 
www.k-plus-s.com/agm. The recorded voting results will also be published there
after the Annual General Meeting.  
Information over the telephone is available under +49 561 9301-1100. 
7. Transmission of the Annual General Meeting on the Internet 
The Annual General Meeting will be transmitted on the Internet until the end of
the speech of the Chairman of the Board of Executive Directors under
www.k-plus-s.com/agm.  
Kassel, April 2013 
The Board of Executive Directors
K+S Aktiengesellschaft
with registered seat in Kassel, Germany 
Further inquiry note:
Kai Kirchhoff
Telefon: +49(0)561-9301-1885
E-Mail: kai.kirchhoff@k-plus-s.com 
issuer:      K+S Aktiengesellschaft 
         Bertha-von-Suttner-Straße  7 
         D-34131 Kassel
phone:       +49 (0)561 9301-1460
FAX:         +49 (0)561 9301-2425
mail:        investor-relations@k-plus-s.com
WWW:         http://www.k-plus-s.com
sector:      Chemicals
ISIN:        DE000KSAG888
indexes:     DAX, Midcap Market Index, CDAX, Classic All Share, HDAX, Prime All 
         Share
stockmarkets: regulated dealing: Hannover, Berlin, München, Hamburg, Düsseldorf, 
         Stuttgart, regulated dealing/prime standard: Frankfurt 
language:   English 
    
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-0- Apr/02/2013 13:29 GMT
 
 
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