This translation is provided for convenience purposes. Only the German version shall be binding.
1. Presentation of the adopted annual financial statements as at December 31, 2016, along with the management report, the annual consolidated financial statements as at December 31, 2016, approved by the Supervisory Board, along with the group management report as well as the Supervisory Board’s report on fiscal year 2016 and the Management Board’s explanatory report about the information pursuant to Sections 289 (4) and 315 (4) of the German Commercial Code (HGB).
The documents mentioned above can be viewed here and in the offices at the company headquarters, SolarWorld AG, Martin-Luther-King-Str. 24, 53175 Bonn, Germany. They are also mailed to shareholders on request. In addition, the documents will be available at the Annual General Meeting and will be explained in detail then. Based on statutory regulations, no resolution on Agenda Item 1 is planned, because the Supervisory Board has already adopted the annual financial statements and has approved the consolidated annual financial statements.
2. Notice by the Management Board regarding the loss in the amount of one half of the nominal share capital pursuant to Sec. 92 (1) of the German Stock Corporations Act (AktG)
The Management Board of the company informs the Annual General Meeting that the company has incurred a loss in the amount of one half of the nominal share capital.
No resolution on Agenda Item 2 is planned, since in accordance with legal provisions only a notification by the Management Board regarding the loss of half of the nominal share capital pursuant to Sec. 92 (1) AktG is required.
3. Resolution on the formal approval of the actions of the Management Board in fiscal year 2016
The Management Board and the Supervisory Board propose that the actions of the members of the Management Board holding office in fiscal year 2016 be formally approved for that period.
4. Resolution on the formal approval of the actions of the Supervisory Board members in fiscal year 2016
The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board holding office in fiscal year 2016 be formally approved.
5. Additional election to the Supervisory Board
The term of office of the Supervisory Board member Daria Revina, appointed as shareholder representative by the District Court of Bonn, expires at the end of the Annual General Meeting on July 3, 2017.
Pursuant to Sections 1 (1), 6, 7 (1) no. 1 and (2) no. 1 of the German Co-determination Act (MitBestG), the Supervisory Board of SolarWorld AG is composed of six shareholder representatives who are elected at the Annual General Meeting and six employee representatives.
By resolution of the District Court in Bonn dated November 28, 2016, Ms. Daria Revina was appointed member of the Supervisory Board with effect from November 29, 2016 as successor to Mr. Faisal M. Al Suwaidi, who had resigned from the Supervisory Board on November 28, 2016. Since the appointment of Ms. Revina in accordance with section 5.4.3 of the German Corporate Governance Code is limited in time until the end of this Annual General Meeting, a member of the Supervisory Board must be elected as a representative of the shareholders.
The Supervisory Board therefore proposes to elect
Ms. Daria Revina, residing in Doha, Qatar
as a member of the Supervisory Board of SolarWorld AG with effect from the closing of the Annual General Meeting on July 3, 2017 for the period up to the end of the Annual General Meeting which will decide on the actions for the financial year ended December 31, 2019.
Ms. Revina is currently working as Senior Business Support Specialist to the chairman and CEO of Qatar Solar Technologies Q.S.C., based in Doha, Qatar. She holds a Master’s degree in International Business Management and is currently pursuing an Executive Master in Business Administration at HEC Paris. She has more than twelve year’s experience in energy, project development and government relations, including executive position. She is neither a member of statutory supervisory boards of German companies nor a member of comparable domestic and foreign control bodies of commercial enterprises.
This proposal is based on the decision of the nomination committee and takes into account the objectives adopted by the Supervisory Board for its own composition.
In accordance with Section 5.4.1 (4 to 6) GCGC, the following must be disclosed concerning the Supervisory Board candidate:
SolarWorld AG holds a stake of 29 percent in Qatar Solar Technologies Q.S.C., which Ms. Daria Revina is affiliated with.
Ms. Daria Revina is currently member of the Supervisory Board of SolarWorld AG.
Further information about the candidate, in particular a short CV, is provided here.
6. Appointment of the auditors for fiscal year 2017
The Supervisory Board proposes that BDO AG Wirtschaftsprüfungsgesellschaft, Bonn, Germany, be appointed as the annual auditor for fiscal year 2017.
Here you can download the invitation to the AGM 2017 including all agenda items as PDF document.