DGAP-HV: GAGFAH S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
GAGFAH S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am
12.06.2013 in Luxemburg Kirchberg mit dem Ziel der europaweiten
Verbreitung gemäß §121 AktG
07.05.2013 / 15:07
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GAGFAH S.A.
Société anonyme - Société de titrisation
L-1222 Luxembourg
2-4, rue Beck
R. C. S. Luxembourg B 109.526
(the 'Company')
CONVENING NOTICE for
the ANNUAL GENERAL MEETING
and
the EXTRAORDINARY GENERAL MEETING
of
SHAREHOLDERS of GAGFAH S.A.
both to be held on June 12, 2013
Dear Shareholders,
You are hereby convened to
the Annual General Meeting (the 'AGM') and the Extraordinary General
Meeting (the 'EGM')
of Shareholders of the Company
In accordance with the Articles of Association of the Company, the AGM
will take place on
Wednesday, June 12, 2013, at 2:00 p.m. Luxembourg Time.
It will be followed by the Extraordinary General Meeting of
Shareholders,
both held at the Luxembourg Chambre de Commerce
7, Rue Alcide de Gasperi,
L-2981 Luxembourg Kirchberg.
Agenda for the AGM of GAGFAH S.A.
(1) Presentation of the statutory Management Report and
the consolidated Management Report for the fiscal year ended
December 31, 2012;
(2) Presentation of the reports by the auditors of the
Company in respect of the statutory financial statements of
the Company and in respect of the consolidated financial
statements of the Company and its Group, for the fiscal year
ended December 31, 2012;
(3) Approval of the statutory financial statements of
the Company for the fiscal year ended December 31, 2012;
(4) Approval of the consolidated financial statements
of the Company and its Group for the fiscal year ended
December 31, 2012;
(5) Resolution concerning the allocation of the results
of the Company for the fiscal year ended December 31, 2012;
(6) Discharge to all the Directors of the Company who
were in office during the fiscal year ended December 31, 2012;
(7) Confirmation of the appointment and definitive
election of Mr. Jonathan (Jon) Ashley as director of the
Company (following co-optation which occurred on January 15,
2013), for a term to end at the general meeting of
shareholders approving the statutory financial statements of
the Company for the fiscal year ending December 2017;
(8) Confirmation of the appointment and definitive
election of Mr. Thomas Zinnöcker as director of the Company
(following co-optation which occurred with effect on April 16,
2013), for a term to end at the general meeting of
shareholders approving the statutory financial statements of
the Company for the fiscal year ending December 2017;
(9) Extension of the authorisation granted on June 12,
2012 to the Company, and/or any wholly-owned subsidiary
(and/or any person acting on their behalf), to purchase,
acquire, receive or hold shares in the Company.
Extension of the authorisation under article 49-2 of the Luxembourg
law of August 10, 1915, to the Company, and/or any wholly-owned
subsidiary (and/or any person acting on their behalf), to from time to
time purchase, acquire, receive or hold shares in the Company up to 25
% of the issued share capital as at June 12, 2013 (not taking into
account any share capital reduction decisions as may be resolved upon
in the Extraordinary General Meeting of the Company on June 12, 2013),
and on such terms as referred to below and as shall further be
determined by the Board of Directors of the Company, such
authorisations being extended to a period of five (5) years from June
12, 2013.
Acquisitions may be made in any manner including without limitation,
by tender or other offer(s), buyback program(s), over the stock
exchange or in privately negotiated transactions or in any other
manner as determined by the Board of Directors (including derivative
transactions or transactions having the same or similar economic
effect as an acquisition).
In the case of acquisitions for value:
(i) in the case of acquisitions other than in the
circumstances set forth under (ii), for a net purchase price
being (x) no less than fifty per cent of the lowest stock
price and (y) no more than fifty per cent above the highest
stock price, in each case being the closing price on Xetra of
the Frankfurt Stock Exchange (or successor system) ('Xetra')
over the ten (10) trading days preceding the date of the
purchase (or as the case may be the date of the commitment to
the transaction);
(ii) in case of a tender offer (or if deemed appropriate
by the Board of Directors, a buyback program),
a. in case of a formal offer being published, for a
set net purchase price or a purchase price range, each time
within the following parameters: (x) no less than fifty per
cent of the lowest stock price and (y) no more than fifty
per cent above the highest stock price, in each case being
the closing price on Xetra over the ten (10) trading days
preceding the publication date, provided however that if the
stock exchange price during the offer period fluctuates by
more than 10 %, the Board of Directors may adjust the offer
price or range to such fluctuations;
b. in case a public request for sell offers is made,
a price range may be set (and revised by the Board of
Directors as deemed appropriate) provided that acquisitions
may be made at a price which is (x) no less than fifty per
cent of the lowest stock price and (y) no more than fifty
per cent above the highest stock price, in each case being
the closing price on Xetra over a period determined by the
Board of Directors provided that such period may not start
more than five (5) trading days before the sell offer start
date of the relevant offer and may not end after the last
day of the relevant sell offer period.
Agenda for the EGM of GAGFAH S.A.
Decision to reduce the issued share capital of the Company by a
maximum amount of EUR 64,516,250 by the repurchase and cancellation of
a maximum of 51,613,000 shares from existing shareholders during a
period ending March 31, 2014, midnight (12:00 p.m./24:00 Luxembourg
time) within the parameters set forth below and to the extent
determined by the Board of Directors, instruction and delegation of
power to and authorisation of the Board of Directors to determine the
conditions of the purchase(s) of shares, to implement the share
purchases, cancellation of shares and reduction of share capital,
determine the final amount of the share capital reduction and number
of shares to be repurchased and cancelled (if any) within the maximum
decided by the general meeting of shareholders, proceed to the payment
of the repurchase price, cause the share capital reduction and
cancellation of shares and the consequential amendment of the Articles
of Association to be recorded by way of notarial deed, and generally
to take any steps, actions or formalities as appropriate or useful to
implement this decision of the Extraordinary General Meeting of
Shareholders;
Parameters of the decision to reduce the issued share capital of the
Company by the repurchase and cancellation of shares (to the extent
determined by the Board of Directors):
- maximum amount of capital reduction: EUR
64,516,250;
- repurchase and cancellation of a maximum of
51,613,000 shares;
- period ending on March 31, 2014, midnight (12:00
p.m./24:00 Luxembourg time);
- purchase(s) of shares may be made in any manner
including without limitation, by tender or other offer(s),
buyback program(s), over the stock exchange or in privately
negotiated transactions or in any other manner as determined
by the Board of Directors including derivative transactions or
transactions having the same or similar economic effect than
an acquisition, as determined by the Board of Directors;
- purchase price: as determined by the Board of
Directors provided that in the case of acquisitions for value:
(i) in the case of acquisitions other than in the
circumstances set forth under (ii), for a net purchase price
being (x) no less than fifty per cent of the lowest stock
price and (y) no more than fifty per cent above the highest
stock price, in each case being the closing price on Xetra
of the Frankfurt Stock Exchange (or successor system)
('Xetra') over the ten (10) trading days preceding the date
of the purchase (or as the case may be the date of the
commitment to the transaction);
(ii) in case of a tender offer (or if deemed
appropriate by the Board of Directors, a buyback program),
a. in case of a formal offer being published, for
a set net purchase price or a purchase price range, each
time within the following parameters: (x) no less than
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