DJ DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 15.09.2016 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-HV: exceet Group SE / Bekanntmachung der Einberufung zur
Hauptversammlung
exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am
15.09.2016 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2016-08-16 / 15:05
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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 EXTRAORDINARY GENERAL MEETING
of shareholders will be held on 15 September 2016 at
12:00 (noon) CEST. The extraordinary general meeting
will be held at Sofitel Luxembourg Europe 4, rue du
Fort Niedergrünewald, Quartier Européen Nord, L-2015
Luxembourg.
At the aforementioned extraordinary general meeting,
the shareholders shall deliberate and vote on the
following agenda items:
AGENDA
1. Decrease of the Company's share capital by an
amount of two hundred sixteen thousand euros
(EUR 216,000.00) from five hundred
twenty-seven thousand nine hundred sixty euro
and sixteen cents (EUR 527,960.16) to three
hundred eleven thousand nine hundred sixty
euro and sixteen cents (EUR 311,960.16)
through the cancellation of all (i) two
million one hundred and five thousand two
hundred and sixty-three (2,105,263)
redeemable class B2 shares, (ii) two million
one hundred and five thousand two hundred and
sixty-three (2,105,263) redeemable class B3
shares, (iii) one million (1,000,000)
redeemable class B4 shares, (iv) three
million (3,000,000) redeemable class C1
shares, (v) three million (3,000,000)
redeemable class C2 shares and (vi) three
million (3,000,000) redeemable class C3
shares.
2. Subsequent amendment and full restatement of
the articles of association.
_Quorum and Majorities_
Pursuant to the Company's articles of association and
the law, the extraordinary general meeting of
shareholders will deliberate validly only if a quorum
of at least fifty percent (50%) of the share capital is
present or represented. Decisions related in the agenda
of the extraordinary general meeting of shareholders
will be passed by a majority of at least two-thirds
(2/3) of the votes validly cast at the extraordinary
general meeting of shareholders.
_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 general meeting, provided that the request is
accompanied by a justification or draft resolution(s).
Pursuant to Article 4 of the Luxembourg Shareholders'
Rights Law and the Company's articles of association,
such request and 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 24 August 2016 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
meeting of shareholders, the Company will make an
amended agenda available at the latest fifteen (15)
days prior to the relevant general meeting, _i.e._ on
31 August 2016.
_Documents_
Copies of the proposals of the resolutions of the
extraordinary general meeting, the proposed
consolidated articles of association as well as the
documents related to the aforementioned items on the
agenda and the revised agenda, if any, further to a
requested addition of items in the agenda in accordance
with the above (see above section '_Right to Amend the
Content of 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 16 August
2016.
Upon request to i.himbert@exceet.lu, copies of the
above-mentioned documents will 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 Extraordinary General
Meeting_
According to Article 5 of the Luxembourg Shareholders'
Rights Law, the record date for general meetings of
shareholders 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 1 September 2016 at 24:00 (midnight) CEST
(the '*Record Date*') and registers for the meeting
(please see below section '_Registration for the
Extraordinary 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 extraordinary general
meeting of shareholders.
All shareholders wishing to participate (in person, or
by voting through proxy or voting form) in the
extraordinary 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 such 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 extraordinary 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 1
September 2016 at 24:00 (midnight) CEST until 12
September 2016, at 12:00 (noon) CEST being:
_Deutsche Bank Aktiengesellschaft_
_Attn.: GSS/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 proxyholder participating in
extraordinary general meeting in person shall carry
proof of identity at the extraordinary general meeting.
_Registration for the Extraordinary General Meeting_
Shareholders wishing to participate in the
extraordinary general meeting of shareholders need to
register for the extraordinary general meeting by
submitting their registration by mail, fax or by e-mail
until 1 September 2016 at 24:00 (midnight) CEST to the
Centralizing Agent of the Company at the address
referred to above.
Registration forms which should be used are provided on
the website of the Company
(www.exceet.ch/investor-relations). Shareholders having
registered for the extraordinary general meeting may
provide proxy or voting forms in case they do not wish
to participate in person in the extraordinary general
meeting until 12 September 2016 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 12 September 2016
at 12:00 (noon) CEST and should be accompanied by the
shareholding proof.
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 extraordinary
general meeting but who do not wish to participate in
person may also vote through a voting form in the
extraordinary 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 12
September 2016 at 12:00 (noon) CEST and should be
accompanied by the shareholding proof (see above
section '_Right to Participate in the Extraordinary
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 August 2016
_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
493191 2016-08-16
(END) Dow Jones Newswires
August 16, 2016 09:05 ET (13:05 GMT)
