ZEAL Network SE / Notice of AGM
30.04.2015 12:15
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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ZEAL Network SE
Societas Europea registered in England and Wales with registered number
SE000078
- ISIN GB00BHD66J44 -
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Company's annual general meeting will be
held at the Malmaison Hotel, 18-21 Charterhouse Square, London, EC1M 6AH,
United Kingdom, on 18 June 2015 at 9:00 a.m. (British Summer Time). You
will be asked to consider and pass the resolutions below. All resolutions
will be proposed as ordinary resolutions.
ORDINARY RESOLUTIONS
1. To receive the reports and accounts of the directors and auditors for
the year ended 31 December 2014.
2. To approve the directors' remuneration report (excluding the part
containing the directors' remuneration policy), in the form as set out
in the Company's annual report and accounts for the year ended 31
December 2014.
3. To approve the directors' remuneration policy in the form as set out in
the directors' remuneration report in the Company's annual report and
accounts for the year ended 31 December 2014.
4. To re-appoint Ernst & Young LLP as auditors of the Company.
5. To authorise the Supervisory Board to determine the auditors'
remuneration.
By order of the Supervisory Board
Dr Hans Cornehl
Chairman of the Executive Board
ZEAL Network SE
5th Floor - One New Change
London EC4M 9AF
22 April 2015
EXPLANATION OF BUSINESS
The notes below explain the proposed resolutions. Each resolution is
proposed as an ordinary resolution. This means that for each resolution to
be passed, more than half of the votes cast must be in favour of the
resolution.
Resolution 1: Annual Report and Accounts
The directors of the Company are required by the Companies Act 2006 to
present to the meeting the directors' and auditors' reports and the audited
accounts for the year ended 31 December 2014 (the 'reports and accounts').
Resolution 2: Approval of the Directors' Remuneration Report
Resolution 2 proposes the approval of the directors' remuneration report
(excluding the part containing the directors' remuneration policy), in the
form set out in the reports and accounts.
Resolution 3: Approval of the Directors' Remuneration Policy
Resolution 3 proposes the approval of the directors' remuneration policy in
the form set out in the directors' remuneration report in the reports and
accounts.
Resolution 4: Re-Appointment of Auditors
Resolution 4 proposes the re-appointment of Ernst & Young LLP as the
Company's auditors.
Resolution 5: Authorisation of the Supervisory Board to Determine the
Auditors' Remuneration
Resolution 5 authorises the Supervisory Board to determine the auditors'
remuneration.
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 Company directors. You will find a registration form and a proxy
form enclosed with this notice.
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 16 June 2015, or, if the AGM is
adjourned, in the appropriate Register of Members 48 hours before the time
of any adjourned AGM, shall be entitled to attend and vote at the AGM 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 16 June 2015 or, if the AGM is adjourned, in the Register of
Members less than 48 hours before the time of any adjourned AGM, shall be
disregarded in determining the rights of any person to attend or vote at
the AGM.
PROXIES
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 AGM, 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 ZEAL Network SE, c/o Computershare
Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 ZY, United
Kingdom, or by sending a scan of the proxy form as an attachment to an
email, addressed to ZEAL-AGM2015@computershare.de. 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
with this pack, please contact Computershare by email to
ZEAL-AGM2015@computershare.de or by telephone on +49 89 30903-74675.
IMPORTANT: Your proxy form must be received no later than 9.00 a.m.
(British Summer Time) on 16 June 2015.
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 AGM. 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 Shareholder 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
ZEAL-AGM2015@computershare.de or by telephone on +49 89 30903-74675.
TOTAL VOTING RIGHTS
As at 21 April 2015 (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 21 April 2015 is 8,385,088.
AUDIT MATTERS
In accordance with section 527 of the Companies Act 2006, members meeting
the requirements set out in that section have the right to require the
Company to publish on a website a statement setting out matters relating
to: (i) the audit of the Company's accounts (including the auditor's report
and the conduct of the audit) which are to be laid before the next annual
general meeting; or (ii) any circumstance connected with an auditor of the
Company ceasing to hold office since the last annual general meeting that
the members propose to raise at the AGM. The Company may not require the
members requesting any such website publication to pay its expenses in
complying with sections 527 or 528 of the Companies Act 2006. Where the
Company is required to place a statement on a website under section 527 of
the Companies Act 2006, it must send the statement to its auditor no later
than the time when it makes the statement available on the website. The
business which may be dealt with at the AGM includes any statement that the
Company has been required to publish on a website under section 527 of the
Companies Act 2006.
SHAREHOLDERS' RIGHTS TO ASK QUESTIONS
Any Shareholder attending the AGM 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 AGM but no such answer need be given if:
(i) to do so would interfere unduly with the preparation for the AGM 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 AGM 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.zeal-network.co.uk. A copy of
the Company's statutes is also available on the Company's website.
ATTENDING THE AGM
If you wish to attend, please arrive a few minutes early for security and
registration formalities. A map of the AGM's location is available at the
following URL: www.zeal-network.co.uk.
LOCATION
Malmaison Hotel, 18-21 Charterhouse Square, London, EC1M 6AH, United
Kingdom, on 18 June 2015.
30.04.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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Language: English
Company: ZEAL Network SE
5 th Floor One New Change
EC4M 9AF London
United Kingdom
Phone: +44 (0)20 3739-7000
Fax: +44 (0)20 3739-7099
E-mail: frank.hoffmann@zeal-network.co.uk
Internet: www.zeal-network.co.uk
ISIN: GB00BHD66J44
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard);
Regulated Unofficial Market in Berlin, Dusseldorf,
(MORE TO FOLLOW) Dow Jones Newswires
April 30, 2015 06:15 ET (10:15 GMT)
