DJ DGAP-HV: ORCO Germany S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 27.06.2012 in 42, rue de la Vallée, L-2661 Luxembourg, Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-HV: ORCO Germany S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
ORCO Germany S.A.: Bekanntmachung der Einberufung zur Hauptversammlung
am 27.06.2012 in 42, rue de la Vallée, L-2661 Luxembourg, Luxemburg
mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
31.05.2012 / 15:07
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Orco Germany S.A.
Société Anonyme
42, rue de la Vallée
L-2661 Luxembourg
R.C.S. Luxembourg B 102254
Convening notice
of the Ordinary General Meeting of the shareholders of the Company
to be held on 27 June 2012
Dear shareholders,
You are invited to attend the ordinary general meeting of the
shareholders of the Company (the 'Meeting') to be held at the
registered office of the Company, 42, rue de la Vallée, L-2661
Luxembourg, on 27 June 2012 at 16:00, to discuss and to vote on the
agenda (the 'Agenda') indicated below.
This Meeting is convened following the annual general meeting of the
Company held on 20 April 2012. Due to the fact that the annual
accounts of the Company for the financial year ending 31 December 2011
were not audited and finalized as of the date of the annual general
meeting held on 20 April 2012, there was no resolution taken by the
shareholders at the annual general meeting. As such, the Board of
Directors has convened this Meeting.
The Agenda of the Meeting is the following:
AGENDA
1. Presentation of the reports of the board of
directors and of the approved auditors (réviseurs
d'entreprises agréé) of the Company for the financial year
ended 31 December 2011;
2. Presentation and approval of the statutory annual
accounts for the financial year ended 31 December 2011;
3. Presentation and approval of the consolidated
annual accounts for the financial year ended 31 December 2011;
4. Allocation of the financial results in relation to
the financial year ended 31 December 2011;
5. Discharge to be granted to the members of the board
of directors in respect of the performance of their duties
during the financial year ended 31 December 2011;
6. Discharge to be granted to the approved auditors in
respect of the performance of their duties during the
financial year ended 31 December 2011;
7. Decision to appoint, with no delay, Mr.
Jean-Francois Ott as new director of the Company until the
ordinary general meeting concerning the approval of the annual
accounts of the Company relating to the accounting year ending
31 December 2013;
8. Decision to appoint, with no delay, Mr. Nicolas
Tommasini as new director of the Company until the ordinary
general meeting concerning the approval of the annual accounts
of the Company relating to the accounting year ending 31
December 2013;
9. Decision to appoint, with no delay, Mr. Brad Taylor
as new director of the Company until the ordinary general
meeting concerning the approval of the annual accounts of the
Company relating to the accounting year ending 31 December
2013;
10. Decision to appoint, with no delay, Mr. Ales
Vobruba as new director of the Company until the ordinary
general meeting concerning the approval of the annual accounts
of the Company relating to the accounting year ending 31
December 2013;
11. Decision to appoint, with no delay, Mr. Benjamin
Colas as new director of the Company until the ordinary
general meeting concerning the approval of the annual accounts
of the Company relating to the accounting year ending 31
December 2013;
12. Decision to appoint, with no delay, Deloitte as an
auditor (réviseurs d'entreprises) of the Company until the
ordinary general meeting concerning the approval of the annual
accounts of the Company relating to the accounting year ending
31 December 2013;
13. Decision to appoint, with no delay, HRT Revision
S.A. as an auditor (réviseurs d'entreprises) of the Company
until the ordinary general meeting concerning the approval of
the annual accounts of the Company relating to the accounting
year ending 31 December 2013.
* * * *
ATTENDING THE MEETING
In order to attend the Meeting, shareholders must provide the Company
with the following three items as explained in greater detail below:
(i) Record Date Confirmation, (ii) Attendance and Proxy Form, and
(iii) Proof of Shareholding.
Record Date Confirmation: This document shall be provided to the
Company by a shareholder at the latest by midnight (00:00) on the
Record Date. The Record Date is 13 June 2012 (the 'Record Date', i.e.
the day falling fourteen (14) days before the date of the Meeting).
The Record Date Confirmation must be in writing and indicate that a
shareholder holds the Company shares and wishes to participate in the
Meeting. A template form of the Record Date Confirmation is available
on the Company's website at www.orcogermany.de.
The Record Date Confirmation must be sent to the Company by post or
electronic means so that it is received by the Company at the latest
by midnight (00:00) on the Record Date, i.e. 13 June 2012, to:
Orco Germany S.A.
42, rue de la Vallee
L-2661 Luxembourg
Tel: + 352 26 47 67 1;
Fax: + 352 26 47 67 67;
email: generalmeetings@orcogermany.de
Attendance and Proxy form: A template form is available on the
Company's website at www.orcogermany.de and is to be duly completed
and signed by shareholders wishing to attend or be represented at the
Meeting.
Proof of Shareholding: This document must indicate the shareholder's
name and the number of Company shares held at midnight (00:00) on the
Record Date. The Proof of Shareholding shall be issued by the bank,
the professional securities' depositary or the financial institution
where the shares are on deposit.
Shareholders wishing to attend the Meeting must send the Attendance
and Proxy form together with the relevant Proof of Shareholding by
post or electronic means so that they are received by the Company at
the latest by noon (12:00 noon) on 22 June 2012, to:
Orco Germany S.A.
42, rue de la Vallee
L-2661 Luxembourg
Tel: + 352 26 47 67 1;
Fax: + 352 26 47 67 67;
email: generalmeetings@orcogermany.de
Please note that only persons who are shareholders at the Record Date
and have timely submitted their Record Date Confirmation, Attendance
and Proxy form, and Proof of Shareholding shall have the right to
participate and vote in the Meeting.
Documentation and information: The following documents and information
are available for the shareholders on our website: www.orcogermany.de:
- the present convening notice;
- the total number of shares and the voting rights in
the Company as at the date of this convening notice;
- the documents to be submitted to the Meeting (in
particular the reports of the board of directors and of the
approved auditors (réviseurs d'entreprises agréé), the
statutory annual accounts for the financial year ended 31
December 2011 and the consolidated annual accounts for the
financial year ended 31 December 2011);
- the draft resolutions of the Meeting. Any draft
resolution(s) submitted by shareholder(s) shall be added to
the website as soon as possible after the Company has received
them;
- the Record Date Confirmation; and
- the Attendance and Proxy form.
The above documents may also be obtained by shareholders upon written
request sent to the following postal address: Orco Germany S.A., 42,
rue de la Vallée, L-2661 Luxembourg.
For further information, visit our website: www.orcogermany.de.
Quorum Requirement: The Meeting shall validly deliberate regardless of
the corporate capital represented. Resolutions, in order to be
adopted, must be carried by a majority of the votes cast.
Right to add new items on the agenda: One or more shareholders
together representing at least five per cent of the share capital has
the right to (i) put one or more items on the agenda of the Meeting
and (ii) table draft resolutions for items included or to be included
on the agenda of the Meeting.
Such requests must:
- be in writing and sent to the Company by post (at
the following address: Orco Germany S.A., 42, rue de la
Vallée,
L-2661 Luxembourg) or electronic means (at the following
email address: generalmeetings@orcogermany.de) and
be accompanied by a justification or draft resolution to be
adopted in the Meeting;
- include the postal or electronic address at which
the Company may acknowledge receipt of the requests;
- be received by the Company at least twenty two
(22) days before the date of the Meeting, i.e. 5 June 2012.
The Company shall acknowledge receipt of requests referred to above
within (forty-eight) 48 hours from receipt. The Company shall prepare
a revised agenda including such additional items on or before the
fifteenth (15th) day before the date of the Meeting.
For further information, visit our website: www.orcogermany.de.
(MORE TO FOLLOW) Dow Jones Newswires
May 31, 2012 09:07 ET (13:07 GMT)
If you need further assistance or information, please contact: Orco
Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg,
Tel: + 352 26 47 67 1; Fax: + 352 26 47 67 67; email:
generalmeetings@orcogermany.de
Luxembourg, on 25 May 2012
Yours faithfully,
The Board of Directors of the Company
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Meldepflichten, Corporate News/Finanznachrichten und
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Sprache: Deutsch
Unternehmen: ORCO Germany S.A.
42, rue de la Vallée
2661 Luxembourg
Großherzogtum Luxemburg
Telefon: +352 - 26 47 67 1
Fax: +352 - 26 47 67 67
E-Mail: generalmeetings@orcogermany.de
Internet: http://www.orcogermany.de
ISIN: LU0251710041
WKN: A0JL4D
Börsen: Auslandsbörse(n) Frankfurter Wertpapierbörse
Ende der Mitteilung DGAP News-Service
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172350 31.05.2012
(END) Dow Jones Newswires
May 31, 2012 09:07 ET (13:07 GMT)
© 2012 Dow Jones News
