DJ DGAP-HV: GAGFAH S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 17.04.2015 in Luxembourg-Kirchberg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
GAGFAH S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
16.03.2015 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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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
EXTRAORDINARY GENERAL MEETING
and the
ANNUAL GENERAL MEETING
OF
SHAREHOLDERS
on Friday, April 17, 2015, at 2 p.m. (Luxembourg time)
at the Luxembourg Chambre de Commerce, 7, Rue Alcide de Gasperi,
L-2981 Luxembourg-Kirchberg, Grand Duchy of Luxembourg.
Dear Shareholders,
You are hereby invited to the Extraordinary General Meeting of
Shareholders of the Company to be held on April 17, 2015 at 2 p.m.
(Luxembourg time) and, in line with the resolution proposed to be
passed at the Extraordinary General Meeting of Shareholders, the
Annual General Meeting to be equally held on April 17, 2015
immediately following the Extraordinary General Meeting of
Shareholders.
I. Agenda of the Extraordinary General Meeting
(1) Amendment of the date of the Annual General Meeting
so that it is held each year on the third Friday of April at 2
p.m. (Luxembourg time), and for 2015 on April 17, 2015;
consequential amendment of the second paragraph of Article 15
of the Articles of Incorporation of the Company.
II. Agenda of the Annual General Meeting
(1) Presentation of the statutory Management Report and
the consolidated Management Report for the financial year
ended December 31, 2014;
(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 financial
year ended December 31, 2014;
(3) Approval of the statutory financial statements of
the Company for the financial year ended December 31, 2014;
(4) Approval of the consolidated financial statements
of the Company and its Group for the financial year ended
December 31, 2014;
(5) Resolution concerning the allocation of the results
of the Company for the financial year ended December 31, 2014
and approval of the distribution of a dividend relating to the
financial year ended December 31, 2014 in the amount of EUR
0.35 per share for holders of record on April 17, 2015;
(6) Discharge (quitus) to all the Directors of the
Company who were in office during the financial year ended
December 31, 2014;
(7) Election of Dr. Pierre Berna (independent) as
Director of the Company (following co-optation which occurred
on March 6, 2015), for a term to end at the Annual General
Meeting of Shareholders approving the statutory financial
statements of the Company for the financial year ending
December 2019;
(8) Election of Mr. Rolf Buch as Director of the
Company (following co-optation which occurred on March 6,
2015), for a term to end at the Annual General Meeting of
Shareholders approving the statutory financial statements of
the Company for the financial year ending December 2019;
(9) Compensation of Directors
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The Extraordinary General Meeting shall validly deliberate on its
agenda provided a quorum of half of the issued share capital of the
Company is reached. If the quorum is not reached at the first
Extraordinary General Meeting for the purpose of resolving on the
agenda thereof, a second Extraordinary General Meeting of Shareholders
may be convened with the same agenda at which no quorum requirement
shall apply. The resolution concerning the agenda of the Extraordinary
General Meeting shall be adopted by a majority of two-thirds of the
votes validly cast.
The Annual General Meeting will only be held on April 17, 2015, to the
extent the resolution proposed at the Extraordinary General Meeting is
passed and will validly deliberate on the agenda regardless of the
number of shareholders present and of the number of shares
represented, and the resolutions relating to these agenda items will
be adopted by a simple majority of the votes validly cast.
At both meetings, each share is entitled to one vote.
In compliance with the laws and regulations in force and applicable to
the Company, the required supporting documentation, the convening
notice, the total number of shares of the Company and voting rights,
the draft resolutions, the Intention to Participate Form, the EGM/AGM
Proxy Form and the Model Certificate of Evidence, are deposited and
available in the English and German language at the Company's
registered office and on the website of the Company
(http://www.gagfah.com, «Investor Relations», «AGM/EGM»). Shareholders
may upon request obtain a copy of the full, unabridged text of the
documents to be submitted to the Extraordinary General Meeting or the
Annual General Meeting and draft resolutions proposed to be adopted by
the Extraordinary General Meeting or the Annual General Meeting by
electronic means at the address of the Company indicated below or at
the registered office of the Company by contacting HCE Haubrok AG
('Haubrok') (see contact details below) or the Company (see contact
details below).
Shareholders may obtain free of charge a hard copy of the statutory
and consolidated financial statements relating to the financial year
2014 (in English language only) at the Company's registered office or
by contacting the Company or Haubrok (see contact details below).
III. Right to put items on the agenda and to table draft resolutions
In accordance with the Luxembourg law of May 24, 2011, on the exercise
of certain rights of shareholders in general meetings of listed
companies (the 'Shareholders' Rights Law'), shareholders holding
individually or collectively at least five (5) per cent of the issued
share capital of the Company: (a) have the right to put items on the
agenda of the Extraordinary General Meeting or of the Annual General
Meeting; and (b) have the right to table draft resolutions for items
included or to be included on the agenda of the Extraordinary General
Meeting or of the Annual General Meeting. Those rights shall be
exercised by the request in writing of the relevant shareholders
submitted to the Company by postal services or electronic means at the
addresses of the Company indicated below. The request shall be
accompanied by a justification or a draft proposed resolution and
shall include the electronic or postal address to which the Company
can acknowledge receipt of the request. Any such request from
shareholders must be received by the Company at the latest on March
26, 2015 (midnight (12:00 p.m./24:00 Luxembourg time)).
IV. Right to ask questions at the Extraordinary General Meeting and
the Annual General Meeting
In accordance with the Shareholders' Rights Law, shareholders have the
right to ask questions at the Extraordinary General Meeting or at the
Annual General Meeting related to items on the respective agenda. The
right to ask questions and the obligation of the Company to answer are
subject to the measures to be taken by the Company to ensure the
identification of shareholders, the good order of the Meeting and its
preparation as well as the protection of confidentiality and business
interests of the Company.
V. Participation in person or voting by proxy
In accordance with the Shareholders' Rights Law, the right to
participate and speak at general meetings of shareholders and to vote
in respect of the shares of the Company is restricted to those who are
holders of shares of the Company on April 3, 2015 at midnight (12:00
p.m./24:00 Luxembourg time (the 'Luxembourg Record Time')).
Shareholders will only be entitled to participate and/or to vote
(personally or by proxy) at the Extraordinary General Meeting and the
Annual General Meeting in respect of those shares of the Company in
respect of which they duly evidence that they were the holders thereof
at the Luxembourg Record Time. Any changes to their shareholding after
the Luxembourg Record Time shall be disregarded in determining the
rights of any shareholder to participate and/or to vote (personally or
by proxy) at the Extraordinary General Meeting and the Annual General
Meeting.
If you are a holder of shares of the Company at the Luxembourg Record
Time and you wish to participate in the Extraordinary General Meeting
and the Annual General Meeting, you must complete and return on or
before the Luxembourg Record Time the following documents:
(i) the Intention to Participate Form (if you wish to
participate in person); or
(ii) the EGM/AGM Proxy Form (if you wish to vote by
proxy).
Each share is indivisible as far as the Company is concerned. The
co-proprietors, the usufructuaries and bare-owners of shares, the
creditors and debtors of pledged shares must appoint one sole person
to represent them at the Extraordinary General Meeting and the Annual
General Meeting.
PLEASE NOTE THAT A FAILURE TO COMPLETE AND RETURN EITHER THE INTENTION
TO PARTICIPATE FORM OR THE EGM/AGM PROXY FORM ON OR BEFORE THE
(MORE TO FOLLOW) Dow Jones Newswires
March 16, 2015 10:10 ET (14:10 GMT)
LUXEMBOURG RECORD TIME MEANS THAT YOU WILL NOT BE ABLE TO PARTICIPATE
IN OR VOTE AT THE MEETINGS.
If the Intention to Participate Form is received timely, then the
EGM/AGM Proxy Form and the Certificate of Evidence may be returned
after the Luxembourg Record Time but should still be returned as soon
as possible and in any event no later than midnight (12:00 p.m./24:00
Luxembourg time) on April 10, 2015.
Please note if you want to participate in and vote at the
Extraordinary General Meeting and the Annual General Meeting
(personally or by proxy) that you are by law required to provide
reasonably satisfactory evidence to the Company (no later than
midnight (12:00 p.m./24:00 Luxembourg time) on April 10, 2015) as to
the number of the shares of the Company held by you at the Luxembourg
Record Time. Such evidence must include at least: identity of the
shareholder, his/her/its registered office/address, shareholder
status, number of shares held by the shareholder on the Luxembourg
Record Time and signature of relevant shareholder's bank or
stockbroker (the 'Certificate of Evidence'). Shareholders need to
contact their bank or stockbroker with respect to the provision of
such Certificate of Evidence and completion of the relevant
certificate.
1. Conditions for participating in person
Holders of shares in the Company at the Luxembourg Record Time who
wish to attend and vote at the Extraordinary General Meeting and the
Annual General Meeting in person must ask their financial intermediary
where his/her/its shares are on deposit (bank, broker or other
financial institution or intermediary) to duly complete and to deliver
the Certificate of Evidence to the Company or Haubrok with the
reference 'EGM/AGM 2015 GAGFAH S.A.' who must receive it no later than
midnight (12:00 p.m./24:00 Luxembourg time) on April 10, 2015.
Holders of shares in the Company who wish to attend the Extraordinary
General Meeting and the Annual General Meeting in person after their
timely registration, as mentioned above, must present a proof of their
identity (in the form of a valid identity card or passport) at the
Extraordinary General Meeting and the Annual General Meeting. In order
for the Extraordinary General Meeting and the Annual General Meeting
to proceed in a timely and orderly manner, shareholders are requested
to arrive on time. The Extraordinary General Meeting will start
promptly at 2:00 p.m. (Luxembourg time) and the Annual General Meeting
immediately thereafter.
2. Conditions for voting by proxy
Holders of shares in the Company at the Luxembourg Record Time who are
unable to attend the Extraordinary General Meeting and/or the Annual
General Meeting in person may give voting instructions to a
proxyholder of their choice.
Proxyholders must present a proof of their identity (in the form of a
valid identity card or passport) at the Extraordinary General Meeting
and at the Annual General Meeting. In order for the Extraordinary
General Meeting and the Annual General Meeting to proceed in a timely
and orderly manner, proxyholders are requested to arrive on time. The
Extraordinary General Meeting will start promptly at 2:00 p.m.
(Luxembourg time) and the Annual General Meeting immediately
thereafter.
Please note that GAGFAH S.A. offers to the shareholders the
possibility to appoint Haubrok to act as their proxyholder who will
cast their votes according to the instructions given by the
shareholders. In order to give voting instructions to Haubrok, holders
of shares in the Company must have delivered to Haubrok the completed,
dated and duly signed EGM/AGM Proxy Form by no later than April 10,
2015 (midnight (12:00 p.m./24:00 Luxembourg time)). Haubrok will vote
in accordance with the instructions given by the shareholder in the
EGM/AGM Proxy Form. Please note that if the proxyholder is Haubrok and
if no clear voting instructions have been given on the EGM/AGM Proxy
Form no vote will be cast.
The EGM/AGM Proxy Form will only be valid if it includes the
shareholder's and, as the case may be, his/her/its legal
representative's first name, surname, official address and signature.
Incomplete or erroneous EGM/AGM Proxy Forms or EGM/AGM Proxy Forms
which do not comply with the formalities described therein will not be
taken into account.
Shareholders of the Company who wish to change or revoke their proxy
may do so in writing and by notifying the Company thereof by postal
services or by electronic means addressed to Haubrok or the Company
(at the addresses specified below) no later than April 16, 2015 (4:00
p.m. Luxembourg time).
A proxyholder enjoys the same rights to speak and ask questions at the
Extraordinary General Meeting and the Annual General Meeting as those
to which the shareholder thus represented would be entitled. Please
note that each shareholder may only appoint one proxyholder for
his/her/its shares for the Extraordinary General Meeting and the
Annual General Meeting except that (i) if a shareholder has shares of
the Company held in more than one securities account, he/address/address may
appoint one proxyholder per securities account; and (ii) a shareholder
acting professionally for the account of other natural or legal
persons may appoint each of these natural or legal persons or third
parties appointed by them.
A person acting as a proxyholder may hold a proxy from more than one
shareholder without limitation as to the number of shareholders so
represented. Where a proxyholder holds proxies from several
shareholders, the proxyholder may cast votes for a certain shareholder
differently from votes cast for another shareholder.
VI. Transparency Requirements/Notifications
In accordance with the Luxembourg law of January 11, 2008, on
transparency obligations for issuers of securities, any shareholder(s)
of the Company shall duly notify the Company (and the CSSF) where the
percentage of voting rights held by such shareholder (or shareholders
acting in concert) reaches, exceeds or falls below the thresholds of
5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3%. As long as such
shareholder has not made such notification, the exercise of voting
rights relating to the shares exceeding the fraction that should have
been notified is suspended.
On March 12, 2015, the Company had a total issued share capital of
Euro 307,707,722.50, represented by 246,166,178 shares, each share
carrying one vote except the 199,017 shares held in treasury, the
voting rights of which have been suspended.
VII. Contact Details
The contact details of the Company are as follows:
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg
Grand Duchy of Luxembourg
Attention: EGM/AGM 2015 GAGFAH S.A.
Phone: +352 266 366 1
Email: AGM@gagfah.com
Fax number: +352 266 366 01
Website: www.gagfah.com
The contact details of Haubrok are as follows:
HCE Haubrok AG
Landshuter Allee 10
80637 Munich, Germany
Attention: EGM/AGM 2015 GAGFAH S.A.
Phone: +49 89 210 27 333
Email: registration@hce.de
Fax number: +49 89 210 27 288
Sincerely yours,
GAGFAH S.A.
For the Board of Directors
(the Chairman)
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Sprache: Deutsch
Unternehmen: GAGFAH S.A.
2 - 4, rue Beck
1222 Luxemburg
Großherzogtum Luxemburg
E-Mail: AGM@gagfah.com
Internet: http://www.gagfah.com
Ende der Mitteilung DGAP News-Service
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(END) Dow Jones Newswires
March 16, 2015 10:10 ET (14:10 GMT)
