DJ DGAP-HV: RNTS Media N.V.: Bekanntmachung der Einberufung zur Hauptversammlung am 11.04.2017 in Amsterdam, The Netherlands mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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DGAP-News: RNTS Media N.V. / Bekanntmachung der Einberufung zur
Hauptversammlung
RNTS Media N.V.: Bekanntmachung der Einberufung zur Hauptversammlung am
11.04.2017 in Amsterdam, The Netherlands mit dem Ziel der europaweiten
Verbreitung gemäß §121 AktG
2017-03-03 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
RNTS Media N.V. Amsterdam, Niederlande Notice of the Extraordinary
General Meeting of Shareholders of RNTS Media N.V.
to be held on 11 April 2017
RNTS Media N.V. (the *Company*) invites its shareholders to its
Extraordinary General Meeting of Shareholders (*EGM*) to be held at the
offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the
Netherlands, on 11 April 2017, at 12:00 hours CET. The language of the
meeting shall be in English.
The agenda items of the EGM will be as follows:
*Agenda*
1. *Opening and Announcements*
2. *Proposal to amend the Articles of
Association of the Company*
(a) *Amendment 1 (vote)*
(b) *Amendment 2 (vote)*
(c) *Amendment 3 (vote)*
3. *Proposal to approve the Stock Option Plan
(vote)*
4. *Supervisory Board*
(a) *Changes to supervisory board profile
(discussion)*
(b) *Proposal to determine the remuneration
for the members of the supervisory board
(vote)*
(c) *Proposal to approve the award of
increased compensation to the chairman
for duties performed in the financial
year 2016 (vote)*
5. *Proposal to appoint the external auditor for
the audit of the Annual Accounts 2016 and the
Annual Accounts 2017 (vote)*
6. *Any other business and close of the meeting*
*Meeting documents*
The agenda above and the explanatory notes thereto, the proposals for the
amendments of the articles of association, the profile for the
supervisory board and the Stock Option Plan are all available free of
charge on the Company's website: www.rntsmedia.com.
*Record Date*
The management board has determined that for this meeting the persons who
will be considered as entitled to attend the general meeting, are those
holders of shares who on 14 March 2017, after close of trading on the
regulated market segment (_regulierter Markt_) of the Frankfurt Stock
Exchange (_Frankfurter Wertpapierbörse_) (the *Record Date*), hold those
rights and are registered as such in the administrations of their banks
and brokers.
*Registration to vote*
Shareholders are entitled to vote up to the total number of shares that
they held at the close of trading at the Record Date, provided they have
registered their shares timely.
A confirmation by the bank in which administration the shareholder is
registered for the shares must be submitted to the Company, stating that
such shares were registered in his/her name at the Record Date. With this
confirmation, banks are furthermore requested to include the full address
details of the relevant holder in order to be able to verify the
shareholding on the Record Date in an efficient manner.
The confirmation must be sent by the shareholder's bank to the Company,
not later than on 4 April 2017. A copy of the confirmation may be sent by
e-mail to agm@rntsmedia.com. Please send the original confirmation to the
address of the Company listed below. The Company will send an email
confirmation to the shareholder of the registration for the EGM.
*Voting by Proxy*
Notwithstanding the obligation to register for the meeting, the right to
attend and to vote at the meeting may be exercised by a holder of a
written proxy. A form of a written proxy is available on the Company's
website. The written proxy must be received by the Company no later than
on 4 April 2017, 17:30 hours CET. The proxy to represent a shareholder
may (but needs not) be granted to Ms J.J.C.A. Leemrijse, civil law notary
with Allen & Overy LLP, by sending an email with proxy and voting
instructions to agm@rntsmedia.com no later than 4 April 2017 at 17:30
hours CET. Please send the original proxy to the address listed below. A
copy of the written proxy must be shown at the registration prior to the
start of the meeting.
If you intend to instruct your custodian bank for any of the above,
please be aware that their deadlines could be a number of days before
those mentioned above. Please check with the individual institutions as
to their cut-off dates.
*Registration and identification at the meeting*
Registration for admission to the meeting will take place from 11:00
hours CET until the commencement of the meeting at 12:00 hours CET. After
this time registration is no longer possible. Persons entitled to attend
the meeting may be asked for identification prior to being admitted by
means of a valid identity document, such as a passport or driver's
license.
As of 27 February 2017 the issued share capital of the Company amounts to
EUR 11,453,333.30, divided into 114,533,333 ordinary shares of EUR 0.10
each.
For further information please see the Company's website
www.rntsmedia.com.
All communications to the Company or the management board in connection
with the foregoing must be addressed to the Company as follows:
RNTS Media N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@rntsmedia.com
*Berlin, Germany, 27 February 2017*
The supervisory board and the management board
PROXY
For the Extraordinary General Meeting of Shareholders (*EGM*) of RNTS
Media N.V. to be held at the offices of Allen & Overy LLP, Apollolaan 15,
1077 AB Amsterdam, the Netherlands, on 11 April 2017, at 12:00 PM CET.
*The undersigned:*
_________________________________________________________________________
(name)
_________________________________________________________________________
(address)
_________________________________________________________________________
(postal code and city)
_________________________________________________________________________
(country)
(the *Shareholder*) acting in his / her / its capacity as holder of
________________________(number)
bearer shares in RNTS Media N.V., hereby grants a proxy to:
A) ?:
_________________________________________________________________________
(name)
_________________________________________________________________________
(address)
_________________________________________________________________________
(postal code and city)
_________________________________________________________________________
(country)
B) - Ms J.J.C.A. Leemrijse, civil law notary
with Allen & Overy LLP (or her substitute),
to represent the Shareholder at the EGM and to speak on behalf of the
Shareholder and to vote the shares in respect of the items on the agenda
for the EGM, in the manner set out below. In case no box is ticked the
proxy is deemed to be given to Ms J.J.C.A. Leemrijse (or, as the case may
be, her substitute).
*No.* *Agenda* *For* *Against* *Abstain*
1. Opening and N.A. N.A. N.A.
announcements
2. Proposal to N.A. N.A. N.A.
amend the
articles of
association of
the Company
2(a) Amendment 1
2(b) Amendment 2
2(c) Amendment 3
3. Proposal to
approve the
Stock Option
Plan
4. Supervisory N.A. N.A. N.A.
board
remuneration
4(a) Changes to N.A. N.A. N.A.
supervisory
board profile
4(b) Proposal to
determine the
remuneration for
the members of
the supervisory
board
4(c) Proposal to
approve the
award of
increased
compensation to
the chairman for
duties performed
in the financial
year 2016
5. Proposal to
appoint the
external auditor
for the audit of
the Annual
Accounts 2016
and the Annual
Accounts 2017
6. Any other N.A. N.A. N.A.
business and
close of the
meeting
Signed in _________________________________on ____________________ 2017.
Signature: _________________________________
This proxy must be received by RNTS Media N.V. no later than on 4 April
2017 at 17:30 hours CET, by e-mail: agm@rntsmedia.com or by mail at the
following address:
RNTS Media N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@rntsmedia.com
Please send the original copy of the proxy by mail to the address listed
above.
Please note that the proxyholder, in order to be admitted to the meeting,
shall be required to show at the entrance of the meeting (i) a copy of
this proxy plus identification and (ii) the registration statement,
delivered in accordance with the requirements set forth in the notice of
the meeting.
*Explanatory notes to the agenda of the extraordinary general meeting of
shareholders (EGM) of RNTS Media N.V. (the Company) of 11 April 2017*
*Agenda item 2*
*Proposal to amend the articles of association of the Company*
_(a) Amendment 1_
This item will be voted on.
It is proposed to amend the articles of association of the Company for
the purpose of changing the official name of the Company to Fyber N.V.
At the 2016 AGM, the general meeting approved that the articles of
association of the Company would be amended in connection to a rebranding
of the Group, among other things, by adopting the Fyber brand at the
level of the listed holding entity. It was approved to change the
statutory name of the holding company to Fyber N.V. by an amendment of
the articles of association of the Company. In the explanatory notes, it
was stated that the deed of amendment of the articles of association of
the Company would not be executed until after the settlement of the last
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tranche of the put option that was granted to the sellers of the Fyber
shares as part of the acquisition of Fyber by the Company (reference is
made to page 114 of the listing prospectus that is available via the
website of the Company (www.rntsmedia.com/prospectus/).
Because of the fact that, at the time of the convocation of this EGM, the
last tranche of the put option has not yet been settled whereas the
rebranding is envisaged to take place in Q2 of the financial year 2017,
the general meeting will be requested to approve that the articles of
association will be amended simultaneously with the rebranding and
therefore irrespective of the closing of the put option, whereby the
exact moment of implementation of the rebranding (and therefore the
execution of the deed of amendment) will be decided by the management
board.
_(b) Amendment 2_
This item will be voted on.
It is proposed to further amend the articles of association of the
Company for the purpose of changing the form of the shares from bearer
shares to registered shares.
From the perspective of the Company, physical bearer shares represent a
greater administrative burden compared to registered shares. Also the
general concept of bearer shares has come under increased scrutiny of
policy makers in connection to the possible misuse of bearer shares (see
among other things recommendation 24 of the Financial Action Task Force
(www.fatf-gafi.org)). For these reasons the Company intends to join an
ever increasing number of listed companies in the process of complete
dematerialisation of the Company's share capital by converting the
Company's shares from bearer shares into registered shares. The bearer
shares are currently embodied in three global bearer share certificates
which will be cancelled upon the conversion and per which moment a new
registered share certificate will be issued to Clearstream Frankfurt.
Clearstream Frankfurt will be registered as the Company's shareholder in
its register of shareholders. Since the Company's shares are listed and
traded via the German giro system, the conversion will not affect the
rights or obligations of the shareholders nor will it affect the share
trade.
_(c) Amendment 3_
This item will be voted on.
It is proposed to further amend the articles of association of the
Company for the purpose of allowing new shares to be issued at the
expense of the reserves of the Company to participants in the Stock
Option Plan.
As is explained below under agenda item 3, it is proposed to amend the
Stock Option Plan to facilitate a so-called cashless exercise of stock
options by participants in the Stock Option Plan.
To enable the Company to issue shares to the participants in the Stock
Option Plan without the participants having to pay up these shares, the
articles of association of the Company will provide that these shares may
be issued expense of the reserves of the Company.
The proposals under 2(a) through 2(c) also include the authorisation of
each member of the management board and each civil-law notary (and deputy
civil-law notary), paralegal and notarial assistant at Allen & Overy LLP,
Attorneys at Law, Civil-Law Notaries and Tax Consultants, in Amsterdam,
the Netherlands to have the notarial deeds of amendment of the articles
of association executed.
*Agenda item 3*
_Proposal to approve the Stock Option Plan_
This item will be voted on.
In accordance with its remuneration policy, the Company uses a stock
option programme for the purpose of awarding, retaining and attracting
talented employees, service providers and executives. The management
board and the supervisory board are of the opinion that share-based
incentives increase commitment and motivation on the part of participants
in the plan and therefore benefit the Company and create shareholder
value.
The share award programme for members of the management board and
employees in the form of the Stock Option Plan was approved by the
general meeting at the extraordinary general meeting of shareholders held
on 1 April 2015.
The Stock Option Plan (which, for the avoidance of doubt, includes the
Israeli subplan) was most recently amended in the 2016 AGM to accommodate
the increase in the number of persons who are eligible to participate in
the Stock Option Plan, as a consequence of not only organic growth of the
Company but also because of the recent acquisitions of Falk, Heyzap and
Inneractive. Reference is made to the explanatory notes to agenda item 6
of the 2016 AGM.
As the Company considers the attractiveness of its stock option programme
a key element of its employee and executive award proposition - and
therefore for its further growth - the programme and the Stock Option
Plan are periodically assessed and evaluated. From recent evaluations it
became apparent that the way in which the programme is currently
structured undermines the programme's attractiveness and therefore its
purpose. This is a consequence of the fact that participants are required
to pay the issue price for the new shares that are issued under the
programme and must therefore have the resources required to pay up the
issue price of the new shares (i.e. the strike price). Following a study
of alternative exercise mechanisms, the supervisory board, upon
recommendation of the remuneration committee, decided that the plan
should allow for a so-called cashless exercise mechanism.
Cashless exercise describes a mechanism whereby the value of the award is
based on the number of options (*N*), the strike price of the stock
option (*SP*) and the share price at the time of the exercise (*FMV*).
The value of the award is then paid to the option holder in the form of
shares in the capital of the Company whereby the number of shares that
are awarded (*S*) will depend on the price for which shares are traded at
the exercise date.
The number of shares to which the participant will be entitled can
therefore be calculated by using the following formula:
N*(FMV - SP)
S = ________________
FMV
The nominal value of the shares (S) that are issued to the participants
is paid at the expense of the reserves of the Company. The general
meeting will be requested to resolve on the required amendment of the
articles of association under agenda item 2(b) of the agenda for this
EGM.
The plan provides for a sell-to-cover mechanism whereby part of the share
award can be sold in the market on behalf of the participant to cover the
participant's personal taxes that are payable in connection with the
award.
Since the Stock Option Plan contains the terms and conditions of the
share based remuneration for members of the management board, it will be
submitted for approval by the general meeting in accordance with Section
2:135 paragraph 5 of the Dutch Civil Code. The revised Stock Option Plan
is available as part of the 'EGM 2017 Annexes to Notice and Agenda' on
the Company website (http://www.rntsmedia.com/agm-egm/).
*Agenda item 4*
*Supervisory Board*
(a) _Changes to supervisory board profile_
This is a discussion item.
Following the nomination of three new members by the supervisory board
and the subsequent appointment of these members by the general meeting at
the 2016 AGM, the supervisory board consisted of six members. The
supervisory board strives to maintain such numerical composition as it
not only benefits the overall expertise of the supervisory board but it
allows different views and expertise to contribute to the decision making
process which stimulates critical and well-balanced supervision by the
supervisory board and therefore benefits the Company and its
stakeholders.
In accordance with article 2.1 of its by-laws, the supervisory board
resolved on 13 February 2017 that it shall be composed of six members.
The supervisory board considered that, although its six member
configuration has been effective since the 2016 AGM and has been approved
by the boards and the general meeting, this was not yet reflected in the
by-laws of the supervisory board and the supervisory board profile which
consequently needed to be updated accordingly.
(b) _Proposal to determine the remuneration for
the members of the supervisory board_
This item will be voted on.
On 1 April 2015 the general meeting of the Company approved that, with
effect from 1 January 2015, each of the members of the supervisory board
is entitled to an annual remuneration of USD 100,000 or less at the
discretion of the supervisory board.
On 12 August 2015 the shares in the capital of the Company were admitted
to trading on the regulated market segment (_Regulierter Markt_) of the
Frankfurt Stock Exchange (_Frankfurter Wertpapierbörse_) with
simultaneous admission to the sub-segment of the regulated market with
additional post-admission obligations of the Frankfurt Stock Exchange
(*Prime Standard*). As a consequence of the listing on a premium market,
the tasks and responsibilities of the supervisory board substantially
increased.
This required changes to be made to the supervisory board both in respect
of its size and composition. These changes were effected in the course of
the financial year 2016 by the appointment of three independent members
of the supervisory board and the establishment of the supervisory board
committees. For the chairman of the supervisory board, the more
pronounced role of the supervisory board in the areas of, among other
things, governance and risk management resulted in an increase in tasks
and responsibilities.
It is proposed that, effective from 1 January 2017, the annual
remuneration of the chairman of the supervisory board will be EUR
200,000.
The annual remuneration for all other members of the supervisory board
will be EUR 100,000. The remuneration can be adjusted downwards at the
discretion of the supervisory board.
It is noted that, directors will be remunerated in EUR instead of USD. To
the extent this resulted in an increase in remuneration as a consequence
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of the applied exchange ratio this agenda item includes the approval of
such increase as a consequence of the change in currency. The Company
deems such a change sensible since the Company reports in euro in its
annual accounts and since rewards of directors of many of the companies
that are currently regarded as the Company's main peer group are euro
denominated which makes it easier to come to a transparent comparison of,
among other things, the reward structure within this group of companies.
The actual payment of the supervisory board remuneration for the
financial year 2015 took place at the same time as the remuneration for
the first half of 2016 in the form of lump sum payments of USD 150,000 to
each of the three members of the supervisory board who were in office for
the duration of this entire period. From 1 July 2016 onwards payment of
the remuneration will also be effected in quarterly instalments (payable
at the start of every quarter) during the financial year to which the
remuneration relates.
The award of the 2015 remuneration for members of the supervisory board
was not reflected in the 2015 accounts. The management board and
supervisory board are of the opinion that such information does not
result in the accounts to materially fail in providing the necessary
insight (_ernstige mate tekort schieten in het geven van inzicht_) as
referred to in Section 2:362 paragraph 6 of the Dutch Civil Code.
Approval of this proposal also includes the approval of the remuneration
offered to Mr Yaron Valler who has been designated as interim member of
the supervisory board by the supervisory board following the resignation
of Mr Kavanaugh (reference is made to the press release published by the
Company on 13 February 2017). Since Mr Valler will be performing the
tasks and duties of a member of the supervisory board Mr Valler will be
awarded on equal terms as the members of the supervisory board, effective
as of the date of his appointment.
(c) _Proposal to approve the award of increased
compensation to the chairman for duties
performed in the financial year 2016_
This item will be voted on.
As explained under agenda item 4(b) the change in the Company's profile
to a company with shares listed on the regulated market as of 2015
resulted in a significant increase in the duties and responsibilities of
the supervisory directors compared to previous year. This especially
applied to the chairman who is first point of contact and actively
involved in numerous company matters, including the 2016 tap issue of
senior, unsecured convertible bonds.
Consequently, the involvement and responsibilities of the chairman exceed
the scope of work of other members of the supervisory board, and has done
so since upgrading the listing to the Frankfurt Stock Exchange in August
2015. It is therefore that, as an acknowledgement of these services, the
supervisory board, upon the proposal of the remuneration committee,
proposes to apply the revised remuneration of the chairman as referred to
in agenda item 4(b) to Mr Van Daele retroactively as per 1 January 2016.
Approval of this proposal results in the one-off additional award for the
chairman of EUR 100,000 to reflect such retroactive increase in
remuneration.
It is noted that Mr Van Daele did not participate in the decision making
process within the supervisory board in connection to this agenda item.
*Agenda item 5*
_Proposal to appoint the external auditor for the audit of the Annual
Accounts 2016 and the Annual Accounts 2017_
This item will be voted on.
No agreement was reached between the Company and Ernst & Young
Accountants LLP about the engagement for the audit of the Annual Accounts
2016.
As soon as it became apparent that no agreement could be reached with
Ernst & Young Accountants LLP, the audit committee, with close
involvement of the CFO, approached other accountant firms for the audit
of the Annual Accounts 2016.
The appointment of the external auditor would also apply to the audit of
the Annual Accounts 2017. The resolution to appoint an external auditor
therefore constitutes a revocation of the resolutions by the general
meeting to appoint an external auditor for the fiscal year 2016 that were
adopted at 2015 AGM and the 2016 AGM respectively.
Upon recommendation by the audit committee, the supervisory board
proposes to instruct Grant Thornton Accountants en Adviseurs B.V. to
audit the Annual Accounts 2016 and the Annual Accounts 2017. When making
its recommendation to the supervisory board, the audit committee in its
accompanying proposal to the supervisory board has chosen Grant Thornton
from the very select group of audit firms that have the required
expertise of performing audits on Dutch listed companies with
international operations.
An update on the status of the preparation and audit of the Annual
Accounts 2016 will be provided under this agenda item. As announced in
its engagement letter of 9 February 2017, Grant Thornton indicated that
it will start its audit as a new auditor to the Company only following
the formal appointment as the Company's auditor by the general meeting.
Due to this late appointment it will not have completed its audit by the
end of April 2017. Consequently, the Company will not be able to meet
certain filing deadlines imposed by applicable regulations under Dutch
and German laws. The Company expects the auditor to be able to complete
its audit of the Annual Accounts 2016 around July 2017, in which case the
Annual Accounts 2016 can be submitted for approval to the general meeting
at the 2017 AGM following such date.
*Allen & Overy LLP*
RNTS Media N.V. - Voorstel STW 2-K ENG
JL/RH/hv/0104738-0000015
PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION OF
RNTS Media N.V.,
with its official seat in Amsterdam, the Netherlands. dated 27 February
2017, as it will be presented at
the Company's general meeting of shareholders,
to be held on 11 April 2017, for its approval.
*Office translation*
In preparing this document, an attempt has been made to translate as
literally as possible without jeopardizing the overall continuity of the
text. Inevitably, however, differences may occur in translation, and if
they do, the Dutch text will govern by law.
In this document, Dutch legal concepts are expressed in English terms and
not in their original Dutch terms; the concepts concerned may not be
identical to concepts described by the English terms as such terms may be
understood under the laws of other jurisdictions.
ALLEN & OVERY
The following proposal contains two columns. The text of the current
Articles of Association is stated in the left column and the text of the
proposed new text is stated in the right column. In addition, general
explanatory notes discussing the key issues of the proposed changes are
available separately as part of the explanatory notes to the agenda.
*Agenda item 2 (a) - Amendment 1 - Bold*
_Agenda item 2 (b) - Amendment 2 - Italic_
Agenda item 2 (c) - Amendment 3 - Underlined
*Current text:* *Proposed new
text:*
*CHAPTER 1.*
*Article 1. Definitions and
Construction.*
1.1 In these Articles of
Association, the
following terms have
the following
meanings:
*Company* means the
company the internal
organization of which
is governed by these
Articles of
Association.
*External Auditor* has
the meaning ascribed
to that term in
Article 28.1.
*General Meeting* or
*General Meeting of
Shareholders* means
the body of the
Company consisting of
those in whom as a
Shareholder or
otherwise the voting
rights on Shares are
vested or a meeting of
such persons (or their
representatives) and
other persons holding
Meeting Rights.
*Management Board*
means the management
board of the Company.
*Managing Director*
means a member of the
Management Board,
unless the contrary
appears, this
definition includes
both a Managing
Director A as well as
a Managing Director B.
*Managing Director A*
means a Managing
Director A, appointed
as such by the General
Meeting.
*Managing Director B* [.]
means a Managing
Director B, appointed
as such by the General
Meeting.
*Meeting Rights* means _Share
the right to be [.] certific
invited to General ate
Meetings of means a
Shareholders and to share
speak at such certific
meetings, as a ate
Shareholder or as a issued
person to whom these for a
rights have been share in
attributed in the
accordance with capital
Article 11. of the
Company.
_
*Share* means a share
in the capital of the
Company.
*Shareholder* means a
holder of one or more
Shares.
*Supervisory Board*
means the supervisory
board of the Company.
*Supervisory Director*
means a member of the
Supervisory Board.
1.2 A message *in writing*
means a message
transmitted by letter,
by telecopier, by
e-mail or by any other
means of electronic
communication provided
the relevant message
or document is legible
and reproducible, and
the term *written* is
to be construed
accordingly.
1.3 The Management Board,
the Supervisory Board
and the General
Meeting each
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constitutes a distinct
body of the Company.
1.4 References to
*Articles* refer to
articles which are
part of these Articles
of Association, except
where expressly
indicated otherwise.
1.5 Unless the context
otherwise requires,
words and expressions
contained and not
otherwise defined in
these Articles of
Association bear the
same meaning as in the
Dutch Civil Code.
References in these
Articles of
Association to the law
are references to
provisions of Dutch
law as it reads from
time to time.
*CHAPTER 2. NAME, OFFICIAL *CHAPTER 2.
SEAT AND OBJECTS.* NAME, OFFICIAL
SEAT AND
OBJECTS.*
*Article 2. Name and *Article 2.
Official Seat.* Name and
Official Seat.*
2.1 The Company's name is: *2.1* *The
RNTS Media N.V. Company'
s name
is:*
*Fyber
N.V.*
2.2 The official seat of [.]
the Company is in
Amsterdam, the
Netherlands.
*Article 3. Objects.*
The objects of the Company
are:
(a) to incorporate, to
participate in any way
whatsoever in, to
manage, to supervise
businesses and
companies;
(b) to publish and develop
mobile applications;
(c) to publish online
games;
(d) to provide digital
content and related
services and advice to
mobile network
operators;
(e) to develop and provide
educational soft- and
hardware and to manage
and market a portfolio
of digital edutainment
content;
(f) to develop and exploit
a mobile advertising
platform that provides
supporting services to
developers of mobile
and digital
applications;
(g) to render advice and
commercial services
for businesses and
companies with which
it forms a group;
(h) to acquire, manage,
market and sell
businesses and asset
values in the mobile
applications and
online games industry,
on its own name and
account, not for third
parties;
(i) to borrow and to raise
funds, including the
issue of bonds,
promissory notes or
other securities or
evidence of
indebtedness as well
as to enter into
agreements in
connection with
aforementioned
activities provided
that such activities
do not implicate that
the Company performs
financial or otherwise
regulated services or
activities or
otherwise is
considered as
regulated by the
supervisory
authorities of the
country where the
Company performs such
activities; and
(j) to perform other
activities in so far
as they are closely
connected with the
abovementioned
activities.
*Chapter 3. SHARES AND SHARE
CAPITAL.*
*Article 4. Authorised
Capital and Shares.*
4.1 The authorised capital
of the Company amounts
to forty million euro
(EUR 40,000,000).
4.2 The authorised capital
is divided into four [.]
hundred million
(400,000,000) Shares,
having a nominal value
of ten eurocent (EUR
0.10) each.
4.3 All Shares are in _4.3_ _All
bearer form. Shares
are
register
ed
shares._
_4.4_ Share
certific
ates can
be
issued
for all
Shares
by the
Company.
The
Manageme
nt
Board,
in
agreemen
t with
the
Supervis
ory
Board,
shall
decide
upon
form and
contents
of the
Share
certific
ates.
Without
prejudic
e to
Article
5, the
Company
shall be
entitled
to
document
its
total
nominal
capital
by one
or
several
multiple
Share
certific
ates.
The
Sharehol
ders'
claim to
the
issuance
of
individu
al share
certific
ates
shall be
excluded
unless
such
issuance
is
required
in
accordan
ce with
the
regulati
ons
valid at
a stock
exchange
at which
the
Shares
are
admitted
.
_4.5_ All
Share
certific
ates are
signed
by two
members
of the
Manageme
nt Board
and
cannot
be
transfer
red. In
case
(part
of) the
Shares
describe
d on the
Share
certific
ate are
transfer
red, the
holder
of such
Share
certific
ate will
turn in
such
Share
certific
ate to
be
destroye
d by the
Manageme
nt
Board. A
new
Share
certific
ate can
subseque
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ntly be
issued
to the
new
holder
of the
relevant
Shares.
_4.6_ _In case
of a
lost
Share
certific
ate, the
Manageme
nt Board
can
under
conditio
ns
determin
ed by
them,
issue a
duplicat
e
certific
ate. The
duplicat
e
certific
ates
will
state
that
these
involve
duplicat
es. All
costs
involved
in this
context
are for
the
account
of the
Sharehol
der who
has lost
the
Share
certific
ate._
*Article 5. Bearer Shares; _Article 5.
(Global) Share Register of
certificates.* Shareholders._
5.1 Share certificates _5.1_ _The
will be issued for Company
bearer Shares. The must
Share certificates may keep a
represent more than register
one Share. Share of
certificates will be Sharehol
signed with due ders.
observance of Article The
15.1. The share register
certificates will be may
numbered and may be consist
provided with of
additional various
characteristics as to parts
be determined by the which
Management Board. The may be
form, text and design kept in
of the Share differen
certificates will be t places
determined by the and each
Management Board. may be
kept in
more
than one
copy and
in more
than one
place as
determin
ed by
the
Manageme
nt
Board. _
5.2 At the written request _5.2_ Shares
of or on behalf of an included
interested party, the in the
Management Board may statutor
issue duplicates for y giro
Share certificates, system
dividend sheets, will be
talons or dividend register
coupons which have ed in
been lost, mislaid or the name
damaged under such of
conditions, including central
publications, to be institut
decided in each e or an
individual case by the intermed
Management Board and iary.
subject to the Holders
approval of the of
Supervisory Board. It Shares
must be clear from the that are
new documents to be not
issued that they are included
duplicates. As a in the
result of the issue of statutor
duplicates, the y giro
original documents system,
will be rendered null as well
and void towards the as each
Company. All related usufruct
costs will be for uary and
account of the each
applicant and shall be pledgee
paid prior to the of such
duplicates being Shares,
issued. are
obliged
to
furnish
their
names
and
addresse
s to the
Company
in
writing;
these
will be
recorded
in the
register
of
Sharehol
ders.
The
Manageme
nt Board
will
supply
anyone
recorded
in the
register
on
request
and free
of
charge
with an
extract
from the
register
relating
to his
right to
Shares.
5.3 The Management Board _5.3_ _The
may with the approval register
of the Supervisory will be
Board provide that all kept up
bearer Shares are to date.
embodied in one or The
more (global) Share Manageme
certificates with nt Board
(global) dividend will set
coupons attached. Such rules
(global) Share with
certificate shall be respect
given into the custody to the
of an international signing
central custodian to of
be designated by the registra
Management Board. This tions
central institution and
shall keep the Share entries
certificate for and on in the
behalf of the title register
holders in a of
collective deposit and Sharehol
it is irrevocably ders._
entrusted with the
administration of the
Share certificate. For
the application of
these Articles of
Association the
entitled participant
in a collective
deposit of bearer
Shares as referred to
in this Article 5.3
shall be considered to
be a Shareholder.
_5.4_ _Section
2:85 of
the
Dutch
Civil
Code
applies
to the
register
of
Sharehol
ders._
*Article 6. Resolution to
Issue; Conditions of
Issuance.*
6.1 Shares may be issued
pursuant to a
resolution of the
General Meeting. This
competence concerns
all non-issued Shares
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of the Company's
authorised capital,
except insofar as the
competence to issue
Shares is vested in
another body of the
Company in accordance
with Article 6.2
hereof.
6.2 Shares may be issued
pursuant to a
resolution of another
body of the Company,
if and insofar as such
body is designated
competent to do so by
the General Meeting.
Such designation can
be made each time for
a maximum period of
five years and can be
extended each time for
a maximum period of
five years. A
designation must
determine the
aggregate nominal
value up to which
Shares may be issued
pursuant to a
resolution of the
other body. A
resolution of the
General Meeting to
designate another body
of the Company as
competent to issue
Shares can only be
withdrawn at the
proposal of the
Management Board which
has been approved by
the Supervisory Board,
unless provided
otherwise in the
resolution to make the
designation.
6.3 A resolution of the
General Meeting to
issue Shares or to
designate another body
of the Company as
competent to do so can
only be adopted at the
proposal of the
Management Board which
has been approved by
the Supervisory Board.
6.4 A resolution of the
Management Board to
issue Shares requires
the approval of the
Supervisory Board.
6.5 The foregoing
provisions of this
Article 6 apply by
analogy to the
granting of rights to
subscribe for Shares,
but do not apply to
the issuance of Shares
to a person exercising
a right to subscribe
for Shares previously
granted.
6.6 The body of the 6.6 The body
Company resolving to of the
issue Shares or to Company
grant rights to resolvin
subscribe for Shares g to
must determine the issue
issue price and the Shares
other conditions of or to
issuance in the grant
resolution to issue. rights
It may also determine to
that the Shares subscrib
concerned will, in e for
whole or in part, be Shares
issued and paid-up at must
the expense of the determin
Company's reserves. e the
issue
price
and the
other
conditio
ns of
issuance
in the
resoluti
on to
issue.
It may
also
determin
e that
the
Shares
concerne
d will,
in whole
or in
part, be
issued
and
paid-up
at the
expense
of the
Company'
s
reserves
. This
includes
any
Shares
that are
issued
to
particip
ants of
the
Company'
s equity
award
programs
,
provided
that
such
Shares
are
issued
on the
terms of
such
programs
and that
these
equity
award
programs
have
been
approved
by the
General
Meeting
of
Sharehol
ders.
*Article 7. Pre-emptive
Rights.*
7.1 Upon the issuance of
Shares, each
Shareholder will have
pre-emptive rights in
proportion to the
aggregate nominal
value of his Shares. A
Shareholder will not
have a pre-emptive
right in respect of
Shares issued against
a non-cash
contribution. Nor will
the Shareholder have a
pre-emptive right in
respect of Shares
issued to employees of
the Company or of a
group company
_(groepsmaatschappij)_
.
7.2 Prior to each
individual issuance,
the pre-emptive rights
may be restricted or
excluded by a
resolution of the
General Meeting.
However, with respect
to an issue of Shares
pursuant to a
resolution of another
body of the Company,
the pre-emptive rights
can be restricted or
excluded pursuant to a
resolution of such
other body if and
insofar as it is
designated competent
to do so by the
General Meeting. The
provisions of Articles
6.1, 6.2 and 6.4 apply
by analogy.
7.3 A resolution of the
General Meeting to
restrict or exclude
the pre-emptive rights
or to designate
another body of the
Company as competent
to do so can only be
adopted at the
proposal of the
Management Board which
has been approved by
the Supervisory Board.
7.4 If a proposal is made
to the General Meeting
to restrict or exclude
the pre-emptive
rights, the reason for
such proposal and the
choice of the intended
issue price must be
set forth in the
proposal in writing.
7.5 A resolution of the
General Meeting to
restrict or exclude
the pre-emptive rights
or to designate
another body of the
Company as competent
to do so requires a
majority of not less
than two-thirds of the
votes cast, if less
than one-half of the
Company's issued
capital is represented
at the meeting.
7.6 When rights are
granted to subscribe
for Shares, the
Shareholders will have
pre-emptive rights in
respect thereof; the
foregoing provisions
of this Article 7
apply by analogy.
Shareholders will have
no pre-emptive rights
in respect of Shares
issued to a person
exercising a right to
subscribe for Shares
previously granted.
*Article 8. Payment on
Shares.*
8.1 Upon issuance of a
Share, the full
nominal value thereof
must be paid-up, as
well as the difference
between the two
amounts if the Share
is subscribed for at a
higher price, without
prejudice to the
provisions of Section
2:80 subsection 2 of
the Dutch Civil Code,
all without prejudice
to the provision in
Article 6.6, last
sentence.
8.2 Payment for a Share
must be made in cash
insofar as no payment
or contribution in any
other form has been
agreed on.
8.3 The Management Board
is authorised to enter
into legal acts
relating to non-cash
contributions and the
other legal acts
referred to in Section
2:94 of the Dutch
Civil Code without the
prior approval of the
General Meeting, but
subject to the
approval of the
Supervisory Board.
8.4 Payments for Shares
and non-cash
contributions are
furthermore subject to
the provisions of
Sections 2:80, 2:80a,
2:80b and 2:94b of the
Dutch Civil Code.
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*Article 9. Own Shares.*
9.1 When issuing Shares,
the Company may not
subscribe for its own
Shares.
9.2 The Company is
entitled to acquire
its own fully paid-up
Shares, or depositary
receipts for Shares,
provided either that
no valuable
consideration is given
or that:
(a) the
Company's
equity,
after the
deduction of
the
acquisition
price, is
not less
than the sum
of the
paid-up and
called-up
part of the
issued
capital and
the reserves
which must
be
maintained
by virtue of
the law; and
(b) the nominal
value of the
Shares which
the Company
acquires,
holds, holds
in pledge or
which are
held by a
subsidiary
_(dochtermaa
tschappij)_,
does not
exceed fifty
per cent
(50%) of the
Company's
issued
capital.
For the purpose of
applying provision
(a), the amount of
equity shown in the
last adopted balance
sheet, reduced by the
acquisition price of
Shares or depositary
receipts for Shares
the amount of loans as
referred to in Section
2:98c, subsection 2 of
the Dutch Civil Code
and further reduced by
distributions of
profits or at the
expense of reserves to
others, which have
become due from the
Company and its
subsidiaries after the
balance sheet date, is
decisive. An
acquisition in
accordance with this
Article 9.2 is not
permitted if more than
six months have
elapsed after the end
of a financial year
without the annual
accounts having been
adopted.
9.3 Acquisition for
valuable consideration
is permitted only if
the General Meeting
has authorised the
Management Board to do
so. Such authorization
will be valid for a
period not exceeding
eighteen months. The
General Meeting must
determine in the
authorization the
number of Shares or
depositary receipts
for Shares which may
be acquired, the
manner in which they
may be acquired and
the limits within
which the price must
be set. In addition,
the approval of the
Supervisory Board is
required for any such
acquisition.
9.4 The Company may,
without authorisation
by the General
Meeting, acquire its
own Shares for the
purpose of
transferring such
Shares to employees of
the Company or of a
group company
_(groepsmaatschappij)_
under a scheme
applicable to such
employees, provided
such Shares are quoted
on the price list of a
stock exchange.
9.5 Articles 9.2 and 9.3
do not apply to Shares
or depositary receipts
for Shares which the
Company acquires by
universal succession
in title.
9.6 No voting rights may
be exercised in the
General Meeting with
respect to any Share
held by the Company or
by a subsidiary
_(dochtermaatschappij)
_, or any Share for
which the Company or a
subsidiary
_(dochtermaatschappij)
_ holds the depositary
receipts. No payments
will be made on Shares
which the Company
holds in its own share
capital.
9.7 The Management Board
is authorised to
alienate Shares held
by the Company or
depositary receipts
for Shares, but only
subject to the
approval of the
Supervisory Board.
9.8 Own Shares and
depositary receipts
for Shares are
furthermore subject to
the provisions of
Sections 2:89a, 2:95,
2:98, 2:98a, 2:98b,
2:98c, 2:98d and 2:118
of the Dutch Civil
Code.
*Article 10. Reduction of
the Issued Capital.*
10.1 The General Meeting
may, but only at the
proposal of the
Management Board which
has been approved by
the Supervisory Board,
resolve to reduce the
Company's issued
capital:
(a) by
cancellation
of Shares;
or
(b) by reducing
the nominal
value of
Shares by
amendment of
the Articles
of
Association.
The Shares in respect
of which such
resolution is passed
must be designated
therein and provisions
for the implementation
of such resolution
must be made therein.
10.2 A resolution to cancel
Shares can only relate
to Shares held by the
Company itself or of
which it holds the
depositary receipts.
10.3 Reduction of the
nominal value of the
Shares without
repayment and without
release from the
obligation to pay up
the Shares shall take
place proportionately
on all Shares. The
requirement of
proportion may be
deviated from with the
consent of all
Shareholders
concerned.
10.4 Partial repayment on
Shares or release from
the obligation to make
payments will only be
possible for the
purpose of execution
of a resolution to
reduce the nominal
value of the Shares.
Such repayment or
release shall take
place with regard to
all Shares.
10.5 A reduction of the
issued capital of the
Company is furthermore
subject to the
provisions of Sections
2:99 and 2:100 of the
Dutch Civil Code.
*Article 11. Usufruct in
Shares and Pledging of
Shares; Depositary Receipts
for Shares.*
11.1 A right of usufruct
may be created on
Shares. Whether the
voting rights attached
to the Shares on which
a right of usufruct is
created, are vested in
the Shareholder or the
usufructuary, is
determined in
accordance with
Section 2:88 of the
Dutch Civil Code.
Shareholders, with or
without voting rights,
and the usufructuary
with voting rights
hold Meeting Rights. A
usufructuary without
voting rights does not
hold Meeting Rights.
11.2 Shares may be pledged.
No voting rights
and/or Meeting Rights
accrue to the pledgee
of Shares which have
been pledged.
11.3 Holders of depositary
receipts for Shares
are not entitled to
Meeting Rights, unless
the Company explicitly
assigned these by a
resolution to that
effect of the
Management Board which
is approved by the
Supervisory Board.
*Chapter 4. THE MANAGEMENT
BOARD.*
*Article 12. Management
Board Members.*
12.1 The number of
Management Board
members will be
determined by the
Supervisory Board
after consultation
with the Management
Board.
12.2 The Supervisory Board
appoints a chairman of
the Management Board
and, if deemed
necessary, a
vice-chairman, from
among the Management
Board members.
12.3 The Company must have
a policy with respect
to the remuneration of
the Management Board
members. This policy
is determined by the
General Meeting; the
Supervisory Board will
make a proposal to
that end. The
remuneration policy
will include at least
the subjects described
in Sections 2:383c
through 2:383e of the
Dutch Civil Code, to
the extent these
subjects concern the
Management Board.
12.4 The Supervisory Board
will establish the
remuneration and
further conditions of
employment for each
Management Board
member with due
observance of the
aforementioned policy.
With respect to Share
and Share option
schemes, the
Supervisory Board will
submit a proposal for
approval to the
General Meeting. This
proposal must at least
state the number of
Shares or options that
can be awarded to the
Management Board as
well as the criteria
that apply to any
award or change.
12.5 Management Board
members are entitled
to an indemnity from
the Company and D&O
insurance, in
accordance with the
provisions of Article
26.
*Article 13. Appointment,
Suspension and Removal of
Management Board Members.*
13.1 Management Board
members will be
appointed by the
General Meeting of
Shareholders. If the
Management Board
consists of more than
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