Tipp24 SE / EGM Statement
21.10.2014 15:08
Dissemination of a Regulatory Announcement, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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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
Dr Hans Cornehl
Chairman of the Executive Board
Tipp24 SE
25 Southampton Buildings
London WC2A 1AL
17 October 2014
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.
21.10.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Tipp24 SE
25 Southampton Buildings
WC2A 1AL London
United Kingdom
Phone: +44 (0)20 3739-7123
Fax: +44 (0)20 3739-7199
E-mail: frank.hoffmann@tipp24.co.uk
Internet: www.tipp24.co.uk
ISIN: GB00BHD66J44
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
Category Code: EGM
TIDM:
Sequence Number: 2335
Time of Receipt: Oct 21, 2014 15:08:27
End of Announcement DGAP News-Service
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(END) Dow Jones Newswires
October 21, 2014 09:08 ET (13:08 GMT)
