DJ DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 06.05.2015 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
exceet Group SE / Bekanntmachung der Einberufung zur Hauptversammlung
02.04.2015 15:15
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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exceet Group SE
Société européenne
Registered Office: 115, avenue Gaston Diderich, L-1420 Luxembourg
R.C.S. Luxembourg B 148.525
Convening Notice
Notice is hereby given to the holders of shares of exceet Group SE
(the 'Company') that the
ANNUAL GENERAL SHAREHOLDERS MEETING
of shareholders will be held on 6 May 2015 at 12:00 (noon) CEST. The
annual general meeting will be held at Sofitel Luxembourg Europe 4,
rue du Fort Niedergrünewald, Quartier Européen Nord, L-2015
Luxembourg.
At the aforementioned annual general meeting, the shareholders shall
deliberate and vote on the following agenda items:
AGENDA
1. Presentation of the report of the independent
auditor on annual accounts to the annual general meeting for
the financial year ended on 31 December 2014;
2. Approval of the annual accounts for the financial
year ended on 31 December 2014;
3. Allocation of the result;
4. Presentation of the management report issued by the
board of directors and the report of the independent auditor
on consolidated accounts to the annual general meeting for the
financial year ended on 31 December 2014;
5. Approval and, to the extent necessary, ratification
of the consolidated accounts for the financial year ended on
31 December 2014;
6. Discharge to be granted to the members of the board
of directors;
7. Approval and, to the extent necessary, ratification
of the remuneration of the board of directors and the
executive officers for the financial year ended on 31 December
2014 and for the financial year ending on 31 December 2015;
8. Renewal of the mandate of PricewaterhouseCoopers,
société cooperative, Luxembourg as independent auditor (réviseur
d'entreprises agréé) of the Company for the financial year
ending on 31 December 2015;
9. Miscellaneous.
Quorum and Majorities
Pursuant to the Company's articles of association and the law, the
annual general meeting of shareholders will deliberate validly
regardless of the number of shares present or represented. Decisions
related to all items on the agenda of the annual general meeting of
shareholders will be passed by a simple majority of the votes validly
cast at the annual general shareholders' meeting.
Right to Amend the Content of the Agenda
Pursuant to the Company's articles of association, and the Luxembourg
law of 24 May 2011 on certain rights of shareholders in listed
companies (the 'Luxembourg Shareholders' Rights Law'), which
implemented the European Union Directive on Shareholders' Rights
(2007/36/EC) (the 'Shareholders' Rights Directive') and involved
certain changes to the procedures for calling and conducting general
shareholders' meetings, one or several shareholders representing at
least five percent (5%) of the Company's share capital may request the
adjunction of one or several items to the agenda of the annual general
shareholders' meeting, provided that the request is accompanied by a
justification of or draft resolution(s). Pursuant to Article 4 of the
Luxembourg Shareholders' Rights Law and the Company's articles of
association, such request and justification of or draft resolution(s)
must be received at the Company's registered office by registered
letter or by e-mail (to the attention of the board of directors, 115
avenue Gaston Diderich, L-1420 Luxembourg) or electronic means (to:
i.himbert@exceet.lu) at least twenty-two (22) days prior to the date
of the relevant general meeting of shareholders, i.e. on 14 April 2015
accompanied by a proof of the shareholding of such shareholder(s) and
the address or e-mail address which the Company may use in order to
deliver the acknowledgment of receipt of such request. The Company
must acknowledge reception of such request within forty-eight (48)
hours of receipt of such request. In case such request entails a
modification of the agenda of the relevant general shareholders'
meeting, the Company is going to make an amended agenda available at
the latest fifteen (15) days prior to the relevant general meeting,
i.e. on 21 April 2015.
Documents
Copies of the proposals of the resolutions of the annual general
meeting as well as the documents related to the aforementioned items
on the agenda will be on display for inspection by the shareholders on
the Company's website (www.exceet.ch/investor-relations) and at the
registered office of the Company as from 2 April 2015.
Upon request to i.himbert@exceet.lu copies of the above-mentioned
documents are going to be mailed to the shareholders.
Share Capital of the Company
The Company's issued share capital is set at five hundred twenty-seven
thousand nine hundred sixty euro and sixteen cents (EUR 527,960.16)
represented by (i) twenty million five hundred twenty-three thousand
six hundred ninety-five (20,523,695) Class A Shares, (ii) two million
one hundred and five thousand two hundred and sixty-three (2,105,263)
redeemable Class B2 Shares, (iii) two million one hundred and five
thousand two hundred and sixty-three (2,105,263) redeemable Class B3
Shares, (iv) one million (1,000,000) redeemable Class B4 Shares, (v)
three million (3,000,000) redeemable Class C1 Shares, (vi) three
million (3,000,000) redeemable Class C2 Shares and (vii) three million
(3,000,000) redeemable Class C3 Shares.
Each share entitles the holder thereof to one vote.
Right to Participate in the Annual General Meeting
According to Article 5 of the Luxembourg Shareholders' Rights Law, the
record date for general shareholders' meetings of listed companies
incorporated under the laws of the Grand Duchy of Luxembourg has been
set to fourteen (14) days prior to the date of the corresponding
general shareholders' meeting. Therefore, any shareholder who holds
one or more shares of the Company on 22 April 2015 at 24:00 (midnight)
CEST (the 'Record Date') and registers for the meeting (please see
below section 'Registration for the Annual General Meeting') and, if
applicable, provides the certificate specified below in case of
holders of Class A Shares, shall be admitted to participate and vote
in the annual general shareholders' meeting.
All shareholders wishing to participate (in person, or by voting
through proxy or voting form) in the annual general shareholders'
meeting of the Company shall notify the Company thereof at the latest
on the Record Date in writing by mail, fax or by e-mail.
Class A Shareholders (whose Class A Shares are held in book-entry form
through the operator of a securities settlement system or with a
professional depositary or sub-depositary designated by such
depositary) should receive from their operator or depositary or
sub-depositary a certificate certifying the number of shares recorded
in their account on the Record Date.
In addition to the aforementioned registration, to participate and
vote in the annual general meeting, such Class A Shareholders (whose
Class A Shares are held in book-entry form through the operator of a
securities settlement system or with a professional depositary or
sub-depositary designated by such depositary) shall submit a copy of
the certificate via their custodian bank by mail, by fax or by e-mail
to the Centralizing Agent in the period from 22 April 2015 at 24:00
(midnight) CEST until 30 April 2015, at 12:00 (noon) CEST.
The Centralizing Agent of the Company is the following:
Deutsche Bank Aktiengesellschaft
Attn.: ICSS/Issuer Services, Post-IPO Services
Taunusanlage 12
D-60325 Frankfurt am Main
Germany
Fax: +49/69 910-38794
Email: dct.tender-offers@db.com
Any shareholder and/or proxy holder participating in the annual
general shareholders' meeting in person shall carry proof of identity
at the annual general meeting.
Registration for the Annual General Meeting
Shareholders wishing to participate in the annual general meeting of
shareholders need to register for the annual general meeting by
submitting their registration by mail, fax or by e-mail until 22 April
2015 at 24:00 (midnight) CEST to the Centralizing Agent of the Company
at the address referred to above.
Registration forms are provided on the website of the Company
(www.exceet.ch/investor-relations) which should be used. Shareholders
having registered for the annual general meeting may provide proxy or
voting forms in case they do not wish to participate in person in the
annual general meeting until 30 April 2015 at 12:00 (noon) CEST (see
below section 'Representation').
Representation
In the event that any shareholder appoints another person, shareholder
or not, as his proxy to vote on his behalf, the completed and executed
proxy should be submitted by mail, fax or by e-mail to the
Centralizing Agent of the Company no later than on 30 April 2015 at
12:00 (noon) CEST and should be accompanied by the proof of
shareholding.
Proxy forms provided on the website of the Company
(www.exceet.ch/investor-relations) may be used and only signed proxy
forms will be taken into account. One person may represent more than
one shareholder.
Shareholders having submitted a proxy form and registered in due time
but who wish to revoke such proxy form may do so by timely providing a
later dated proxy form or by cancelling the proxy form in writing to
the Centralizing Agent of the Company at the address referred to
above.
Voting Forms
Shareholders having registered for the annual general meeting but who
do not wish to participate in person may also vote through a voting
form in the annual general meeting. The voting form may be submitted
by mail, by fax or by e-mail to the Centralizing Agent of the Company
no later than on 30 April 2015 at 12:00 (noon) CEST and should be
accompanied by the proof of shareholding (see above section 'Right to
Participate in the Annual General Meeting'). Only voting forms
provided by the Company on its website
(www.exceet.ch/investor-relations) may be used and only signed voting
forms will be taken into account. Shareholders having submitted a
voting form and registered in due time but who wish to revoke such
voting form may do so by timely providing a later dated proxy or
voting or cancelling the voting form in writing to the Centralizing
Agent of the Company at the address referred to above.
Language
The meeting will be held in the English language.
Luxembourg, in April 2015
For the board of directors of the Company
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Sprache: Deutsch
Unternehmen: exceet Group SE
115, avenue Gaston Diderich
1420 Luxembourg
Großherzogtum Luxemburg
E-Mail: i.himbert@exceet.lu
Internet: http://www.exceet.ch
Ende der Mitteilung DGAP News-Service
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(END) Dow Jones Newswires
April 02, 2015 09:15 ET (13:15 GMT)
