DJ DGAP-HV: ORCO Germany S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 13.05.2014 in 40, rue de la Vallée, L-2661 Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
ORCO Germany S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
16.04.2014 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch die DGAP - ein
Unternehmen der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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Orco Germany S.A.
Société Anonyme
40, rue de la Vallée
L-2661 Luxembourg
R.C.S. LUXEMBOURG B 102254
(hereinafter the 'Company')
Convening Notice of the Extraordinary General Meeting
of the Shareholders of the Company to be held on 13 May 2014
Dear Shareholders,
You are invited to attend the extraordinary general meeting of the
shareholders of the Company (hereinafter the 'Meeting') to be held at
the registered office of the Company at 40, rue de la Vallée, L-2661
Luxembourg on 13 May 2014 at 14:00 CET, in the presence of a
Luxembourg notary public to discuss and to vote on the agenda
indicated below.
AGENDA
1. Decision to change the name of the Company to 'GSG
GROUP'.
2. Subject to approval of the point 1 of the agenda,
decision to amend the articles of association of the Company
to reflect point 1 above.
3. Decision to approve, the report issued by the board
of directors according to article 32-3 (5) of the Luxembourg
law on commercial companies dated 10 August 1915, as amended
from time to time (the 'LCA'), relating to the possibility of
the board of directors to cancel or limit any preferential
subscription right of the shareholders upon the increases of
capital in the framework of the authorised share capital as
mentioned in point 4 of the agenda.
4. Subject to approval of the point 3 of the agenda,
decision to modify, renew and replace the existing authorised
share capital and to set it to an amount of four hundred
million euro (EUR 400,000,000.00) for a period of five (5)
years from the date of the general meeting of the shareholders
held on 13 May 2014 (or in case of adjourning or reconvening
the general meeting because no quorum has been reached, the
date of the adjourned or reconvened general meeting). Decision
to grant to the board of directors of the Company, based on
the report drawn up by the board of directors as referred to
in Article 32-3 (5) of the LCA, all powers for a period of
five (5) years in order to carry out capital increases within
the framework of the authorised capital under the conditions
and methods it will set with the possibility to cancel or
limit any preferential subscription right of the shareholders
on the issue of new shares to be issued within the framework
of the authorised corporate capital, being understood that all
financial instruments carrying an entitlement to, or the right
to subscribe for, shares issued until the expiry of that
period may still be converted or exercised subsequently to
that date.
5. Subject to approval of the points 3 and 4 of the
agenda, decision to amend the articles of association of the
Company to reflect point 4 above.
6. Decision to amend various sections of the articles
of association of the Company.
* * * *
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 23:59 CET on the Record
Date. The Record Date is 29 April 2014 (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 23:59 CET on the Record Date, i.e. 29 April 2014, to:
Orco Germany S.A.
40, rue de la Vallée
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 23:59 CET 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 12:00 noon CET on 8 May 2014, to:
Orco Germany S.A.
40, rue de la Vallée
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 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 form; 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., 40,
rue de la Vallée, L-2661 Luxembourg.
For further information, visit our website: www.orcogermany.de.
Quorum Requirement:
The Meeting shall not validly deliberate, unless at least one half of
the corporate capital is represented. In the event that such quorum
condition is not fulfilled, a second meeting may be convened by
publishing this convening notice in the Luxembourg official gazette
(Mémorial
C, Recueil des Sociétés et Associations), a Luxembourg newspaper and
in such media which may reasonably be expected to be relied upon for
the effective dissemination of information to the public throughout
the European Economic Area, and which are accessible rapidly and on a
non-discriminatory basis, seventeen (17) days prior to the date of the
reconvened meeting provided that (i) the first Meeting was properly
convened; and (ii) the agenda for the reconvened Meeting does not
include any new item.
The second meeting shall deliberate validly whatever the part of the
corporate capital represented thereat.
At both meetings, resolutions, in order to be adopted, must be carried
by a majority of two-thirds of the votes cast. Votes cast shall not
include votes attaching to shares in which the shareholder has not
taken part in the vote or has abstained or has returned a blank or
invalid vote.
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., 40, 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. 21 April 2014.
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.
If you need further assistance or information, please contact: Orco
Germany S.A, 40, rue de la Vallée, L-2661 Luxembourg, Tel: + 352 26 47
67 1; Fax: + 352 26 47 67 67; email: generalmeetings@orcogermany.de
Luxembourg, 11 April 2014
Yours faithfully,
The Board of Directors of the Company
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(MORE TO FOLLOW) Dow Jones Newswires
April 16, 2014 09:06 ET (13:06 GMT)
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Sprache: Deutsch
Unternehmen: ORCO Germany S.A.
40, 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: Frankfurt
Ende der Mitteilung DGAP News-Service
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(END) Dow Jones Newswires
April 16, 2014 09:06 ET (13:06 GMT)
