Tipp24 SE / Bekanntmachung der Einberufung zur Hauptversammlung
20.10.2014 15:09
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der
EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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TIPP24 SE
Societas Europea registered in England and Wales with registered
number SE000078
- ISIN GB00BHD66J44 -
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of the Company will be
held at the Malmaison Hotel, 18-21 Charterhouse Square, London, EC1M
6AH, United Kingdom, on 19 November 2014 at 9.00 a.m. (GMT). You will
be asked to consider and pass the resolution below, which will be
proposed as a special resolution.
Special resolution
To change the name of the Company to ZEAL Network SE and accordingly
to vary the Statutes of the Company by deleting Statute 4 and
substituting the following:
'4. The Company is a European Public Limited Liability
Company (or Societas Europaea) registered under the name ZEAL
Network SE.'
By order of the Supervisory Board
17 October 2014
Dr Hans Cornehl
Chairman of the Executive Board
Tipp24 SE
25 Southampton Buildings
London WC2A 1AL
EXPLANATION OF BUSINESS
The resolution is proposed as a special resolution. This means that
for the resolution to be passed, 75% or more of the votes cast must be
in favour of the resolution.
The resolution changes the name of the Company to Zeal Network SE. As
the name of the Company is present in the statutes of the Company, the
wording in the statutes needs to be changed as well.
DOCUMENTS ENCLOSED
This notice of meeting is being sent to all members and all CI Holders
(as defined in the Company's statutes) (collectively, 'Shareholders')
as well as all members of the Supervisory Board and the Executive
Board of the Company, together with an 'intention to attend' form and
a proxy form.
ENTITLEMENT TO ATTEND AND VOTE
The Company, pursuant to clauses 75, 76, 121 and 122 of the Company's
statutes, specifies that only those Shareholders entered in the
register of members of the Company or the CI Register (as defined in
the Company's statutes) (collectively, the 'Registers of Members', and
each a 'Register of Members') at 6:00 p.m. CEST on 17 November 2014,
or, if the general meeting is adjourned, in the appropriate Register
of Members 48 hours before the time of any adjourned general meeting,
shall be entitled to attend and vote at the general meeting in respect
of the number of shares or CIs registered in their name at that time.
Changes to the entries in the Registers of Members after 6:00 p.m.
CEST on 17 November 2014 or, if this general meeting is adjourned, in
the Registers of Members less than 48 hours before the time of any
adjourned general meeting, shall be disregarded in determining the
rights of any person to attend or vote at the general meeting.
PROXIES
Registered Shareholders may appoint one or more proxies (who need not
be a Shareholder) to exercise all or any of their rights to attend and
to speak and vote at the general meeting, provided that each proxy is
appointed to exercise the rights attached to a different share or
shares held by his appointer. A Shareholder may appoint a proxy or
proxies by completing and returning the proxy form enclosed with this
notice to Tipp24 SE, c/o Computershare Investor Services PLC, PO Box
1075, Bristol BS99 3FA, United Kingdom, or by sending a scan of the
proxy form as an attachment to an email, addressed
meetingservices@computershare.co.uk. You may not use any electronic
address provided in this notice to communicate with the Company for
any purposes other than those expressly stated.
To appoint more than one proxy, or if you have not received a proxy
form, please contact Computershare by email to
meetingservices@computershare.co.uk.
IMPORTANT: Your proxy form must be received no later than 9.00 a.m.
(GMT) on 17 November 2014.
NOMINATED PERSONS
Any person to whom this notice is sent who is a person nominated under
section 146 of the Companies Act 2006 to enjoy information rights (a
'Nominated
Person') may have a right, under an agreement between him and the
Shareholder by whom he was nominated, to be appointed (or to have
someone else appointed) as a proxy for the general meeting. If a
Nominated Person has no such proxy appointment right or does not wish
to exercise it, he may, under any such agreement, have a right to give
instructions to the Shareholder as to the exercise of voting rights.
The statement of Shareholders' rights in relation to proxy appointment
described above under Proxies above does not apply to Nominated
Persons. Only the Company's Shareholders may exercise the rights
described in those paragraphs.
CORPORATE REPRESENTATIVES
Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers
provided that they do not exercise their powers differently in
relation to the same shares, in which case the power is treated as not
exercised. Any corporate Shareholder who wishes (or who may wish) to
appoint more than one corporate representative should contact
Computershare by email to meetingservices@computershare.co.uk.
TOTAL VOTING RIGHTS
As at 15 October 2014 (being the last practicable date before this
notice's publication) the Company's issued share capital consisted of
8,385,088 shares, carrying one vote each. Therefore, the total number
of voting rights in the Company as at 15 October 2014 is 8,385,088.
SHAREHOLDERS' RIGHTS TO ASK QUESTIONS
Any Shareholder attending the general meeting has the right to ask
questions. The Company must cause to be answered any such question
relating to the business being dealt with at the general meeting but
no such answer need be given if: (i) to do so would interfere unduly
with the preparation for the general meeting or involve the disclosure
of confidential information, (ii) the answer has already been provided
on a website in the form of an answer to a question, or (iii) it is
undesirable in the interests of the Company or the good order of the
general meeting that the question be answered.
WEBSITE
A copy of this notice, and other information required by section 311A
of the Companies Act 2006, can be found at: www.tipp24.co.uk. A copy
of the Company's statutes is also available on the Company's website.
ATTENDING THE GENERAL MEETING
If you wish to attend, please arrive a few minutes early for security
and registration formalities. A map of the general meeting's location
is available at the following URL: www.tipp24.co.uk.
LOCATION
Malmaison Hotel, 18-21 Charterhouse Square, London, EC1M 6AH, United
Kingdom, on 19 November 2014.
20.10.2014 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
DGAP-Medienarchive unter www.dgap-medientreff.de und www.dgap.de
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Sprache: Deutsch
Unternehmen: Tipp24 SE
25 Southampton Buildings
WC2A 1AL London
Großbritannien
E-Mail: Frank.hoffmann@tipp24.co.uk
Internet: http://www.tipp24.co.uk
Ende der Mitteilung DGAP News-Service
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(END) Dow Jones Newswires
October 20, 2014 09:09 ET (13:09 GMT)
