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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one Managing Director,
the General Meeting
may designate Managing
Directors A and
Managing Directors B.
13.2 The Supervisory Board
will nominate one or
more candidates for
each vacant seat and,
if no Management Board
members are in office,
it will do so as soon
as reasonably
possible.
13.3 If the nomination by
the Supervisory Board
with respect to a
vacant seat consists
of a list of two or
more candidates, such
list is binding and
the vacant seat must
be filled by election
of a person from the
binding list of
candidates. However,
the General Meeting of
Shareholders may, at
any time, by a
resolution passed with
a two-third majority
of the votes cast
representing more than
one-half of the
Company's issued
capital, resolve that
such list is not
binding. If such
resolution is passed
the provisions in
Article 13.2 and in
the first and second
sentences of this
Article 13.3 shall
apply by analogy.
A resolution of the
General Meeting of
Shareholders to
appoint a Management
Board member other
than pursuant to a
nomination by the
Supervisory Board
requires a two-third
majority of the votes
cast representing more
than one-half of the
Company's issued
capital.
13.4 At a General Meeting
of Shareholders, votes
in respect of the
appointment of a
Management Board
member can only be
cast for candidates
named in the agenda of
the meeting or
explanatory notes
thereto. If none of
the candidates
nominated by the
Supervisory Board is
appointed, the
Supervisory Board
retains the right to
make a new binding or
non-binding nomination
at a next meeting.
13.5 A nomination or
recommendation to
appoint a Management
Board member will
state the candidate's
age and the positions
he holds or has held,
insofar as these are
relevant for the
performance of the
duties of a Management
Board member. The
nomination or
recommendation must
state the reasons on
which they are based.
13.6 Each Management Board
member may be
suspended or removed
by the General Meeting
of Shareholders at any
time. A resolution of
the General Meeting of
Shareholders to
suspend or remove a
Management Board
member other than
pursuant to a proposal
by the Supervisory
Board requires a
two-third majority of
the votes cast
representing more than
one-half of the
Company's issued
capital.
A Management Board
member may also be
suspended by the
Supervisory Board. A
suspension by the
Supervisory Board may,
at any time, be
discontinued by the
General Meeting of
Shareholders.
13.7 Any suspension may be
extended one or more
times, but may not
last longer than six
months in aggregate.
If, at the end of that
period, no decision
has been taken on
termination of the
suspension or on
removal, the
suspension will end.
*Article 14. Duties,
Decision-making Process and
Allocation of Duties.*
14.1 The Management Board
is entrusted with the
management of the
Company. In performing
their duties, the
Management Board
members must act in
accordance with the
interests of the
Company and its
business.
14.2 The Management Board
may establish rules
regarding its
decision-making
process and working
methods. In this
context, the
Management Board may
also determine the
duties for which each
Management Board
member is particularly
responsible. The
Supervisory Board may
decide that such rules
and allocation of
duties be set forth in
writing and that such
rules and allocation
of duties are subject
to its approval.
14.3 Management Board
resolutions at all
times may be adopted
in writing, provided
the proposal concerned
is submitted to all
Management Board
members then in office
and none of them
objects to this manner
of adopting
resolutions. Adoption
of resolutions in
writing will be
effected by written
statements from all
Management Board
members then in
office.
*Article 15.
Representation.*
15.1 The Management Board
is authorised to
represent the Company.
If the General Meeting
has designated
Managing Directors A
and Managing Directors
B, a Managing Director
A acting solely or a
Managing Director B
and a Managing
Director A acting
jointly are also
authorised to
represent the Company.
15.2 The Management Board
may appoint officers
with general or
limited power to
represent the Company.
Each officer shall be
competent to represent
the Company, subject
to the restrictions
imposed on him. The
authority of an
officer thus appointed
may not extend to any
situation where the
Company has a conflict
of interest with the
officer concerned or
with one or more
Management Board
members.
*Article 16. Approval of
Management Board
Resolutions.*
16.1 The Management Board
requires the approval
of the General Meeting
for resolutions
entailing a
significant change in
the identity or
character of the
Company or its
business, in any case
concerning:
(a) the transfer
of (nearly)
the entire
business of
the Company
to a third
party;
(b) entering
into or
terminating
a long term
cooperation
between the
Company or a
subsidiary
_(dochtermaa
tschappij)_
and another
legal entity
or company
or as a
fully liable
partner in a
limited
partnership
or general
partnership,
if such
cooperation
or
termination
is of
fundamental
importance
for the
Company; or
(c) acquiring or
disposing of
a
participatio
n in the
capital of a
company if
the value of
such
participatio
n is at
least one
third of the
sum of the
assets of
the Company
according to
its balance
sheet and
explanatory
notes or, if
the Company
prepares a
consolidated
balance
sheet, its
consolidated
balance
sheet and
explanatory
notes
according to
the last
adopted
annual
accounts of
the Company,
by the
Company or a
subsidiary
_(dochtermaa
tschappij)_.
16.2 The Supervisory Board
is entitled to require
resolutions of the
Management Board to be
subject to its
approval. Such
resolutions must be
clearly specified and
notified to the
Management Board in
writing.
16.3 The absence of
approval required
pursuant to this
Article 16 will not
affect the authority
of the Management
Board or its members
to represent the
Company.
*Article 17. Conflicts of
Interest.*
17.1 A Management Board
member may not
participate in
deliberating or
decision-making within
the Management Board,
if with respect to the
matter concerned he
has a direct or
indirect personal
interests that
conflicts with the
interests of the
Company and the
business connected
with it.
17.2 The Managing Director
who in connection with
a (potential) conflict
of interests does not
exercise the duties
and powers otherwise
accruing to him as a
Managing Director,
will as such be
regarded as a Managing
Director who is unable
to perform his duties
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within the meaning of
Article 18.
17.3 In the event of a
conflict of interests
as referred to in
Article 17.1, the
provisions of Article
15.1 will continue to
apply unimpaired. In
addition, the
Supervisory Board may,
ad hoc or otherwise,
appoint one or more
persons to represent
the Company in matters
in which a (potential)
conflict of interests
exists between the
Company and one or
more Management Board
members.
*Article 18. Vacancy or
Inability to Act.*
18.1 If a seat on the
Management Board is
vacant
_(ontstentenis)_ or a
Managing Director is
unable to perform his
duties _(belet)_, the
remaining Managing
Directors or Managing
Director will be
temporarily entrusted
with the management of
the Company.
18.2 If all seats on the
Management Board are
vacant or all Managing
Directors or the sole
Managing Director, as
the case may be, are
unable to perform
their duties, the
management of the
Company will be
temporarily entrusted
to the Supervisory
Board, with the
authority to
temporarily entrust
the management of the
Company to one or more
Supervisory Directors
and/or one or more
other persons.
18.3 When determining to
which extent Managing
Directors are present
or represented,
consent to a manner of
adopting resolutions,
or vote, no account
will be taken of
vacant board seats and
Managing Directors who
are unable to perform
their duties.
*Chapter 5. THE SUPERVISORY
BOARD.*
*Article 19. Supervisory
Board Members.*
19.1 The Company will have
a Supervisory Board.
19.2 The number of
Supervisory Board
members will be
determined by the
Supervisory Board and
will be at least
three. If the number
of Supervisory Board
members in office is
less than three, the
Supervisory Board will
take measures
forthwith to increase
the number of members,
with due observance of
the provisions of
Article 20.
19.3 The remuneration of
each Supervisory Board
member will be fixed
by the General Meeting
of Shareholders and
will not be dependent
upon the profit of the
Company. The
Supervisory Board
members are entitled
to an indemnity from
the Company and D&O
insurance, in
accordance with the
provisions of Article
26.
*Article 20. Appointment,
Suspension and Removal of
Supervisory Board Members.*
20.1 Supervisory Board
members will be
appointed by the
General Meeting of
Shareholders.
20.2 The Supervisory Board
will nominate one or
more candidates for
each vacant seat.
20.3 The Supervisory Board
may prepare a profile
of its size and
composition, taking
account of the nature
of the business, its
activities and the
desired expertise and
background of the
Supervisory Board
members. The profile
will be made generally
available and will be
posted on the
Company's website.
20.4 A resolution of the
General Meeting of
Shareholders to
appoint a Supervisory
Board member other
than in accordance
with a nomination by
the Supervisory Board
requires a majority of
the votes cast
representing at least
one-third of the
Company's issued
capital. If a proposal
to appoint a person
not nominated by the
Supervisory Board is
supported by an
absolute majority of
the votes cast, but
this majority does not
represent at least
one-third of the
Company's issued
capital, a new meeting
can be convened in
which the resolution
can be adopted by an
absolute majority of
the votes cast,
irrespective of the
part of the Company's
issued capital
represented.
20.5 At a General Meeting
of Shareholders, votes
in respect of the
appointment of a
Supervisory Board
member can only be
cast for candidates
named in the agenda of
the meeting or the
explanatory notes
thereto. If none of
the candidates
nominated by the
Supervisory Board is
appointed, the
Supervisory Board
retains the right to
make a new binding or
non-binding nomination
at a next meeting.
20.6 A nomination or
recommendation to
appoint a Supervisory
Board member will
state the candidate's
age, his profession,
the number of shares
he holds in the
capital of the Company
and the positions he
holds or has held,
insofar as these are
relevant for the
performance of the
duties of a
Supervisory Board
member. Furthermore,
the names of the legal
entities of which he
is also a member of
their supervisory
boards must be
indicated; if those
include legal entities
which belong to the
same group, a
reference to that
group will be
sufficient. The
nomination or
recommendation must
state the reasons on
which it is based.
20.7 The Supervisory Board
members may retire
periodically in
accordance with a
rotation plan to be
drawn up by the
Supervisory Board.
However, a Supervisory
Board member will
retire not later than
the day on which the
annual General Meeting
of Shareholders is
held in the fourth
calendar year after
the calendar year in
which such member was
last appointed,
without prejudice to
the provisions of
Article 20.4 last
sentence. A
Supervisory Board
member who retires in
accordance with the
previous provision is
immediately eligible
for reappointment.
20.8 Each Supervisory Board
member may be
suspended or removed
by the General Meeting
of Shareholders at any
time. A resolution of
the General Meeting of
Shareholders to
suspend or remove a
Supervisory Board
member other than
pursuant to a proposal
by the Supervisory
Board requires at
least two-thirds of
the votes cast
representing more than
one-half of the
Company's issued
capital.
20.9 Any suspension may be
extended one or more
times, but may not
last longer than three
months in the
aggregate. If, at the
end of that period, no
decision has been
taken on termination
of the suspension or
on removal, the
suspension ends.
*Article 21. Duties and
Powers.*
21.1 It is the duty of the
Supervisory Board to
supervise the
management of the
Management Board and
the general course of
affairs of the Company
and the business
connected with it. The
Supervisory Board will
assist the Management
Board by giving
advice. In performing
their duties, the
Supervisory Board
members must act in
accordance with the
interests of the
Company and its
business.
21.2 The Supervisory Board
may provide that one
or more of its
members, whether or
not accompanied by an
expert as referred to
in Article 21.3, has
access to the
Company's premises and
is authorised to
inspect its books,
correspondence and
other documents, and
take cognizance of the
acts and operations
that have taken place.
The Supervisory Board
may also decide that
only certain of the
rights set forth in
the preceding sentence
may be exercised.
21.3 In the accomplishment
of its duties, the
Supervisory Board may
call upon the
assistance or advice
of one or more experts
to be appointed by it
for a fee to be agreed
upon with the
Supervisory Board,
which fee shall be
chargeable to the
Company.
21.4 The Supervisory Board
may establish rules
regarding its
decision-making
process and its
working methods, in
addition to the
relevant provisions of
these Articles of
Association.
*Article 22. Chairman and
Vice-Chairman.*
22.1 The Supervisory Board
will elect a chairman
and can elect a
vice-chairman from
among its members.
22.2 If the chairman and
the vice-chairman are
absent or prevented
from attending a
meeting, one of the
other Supervisory
Board members, to be
designated by the
Supervisory Board,
will act as chairman.
*Article 23. Meetings;
Decision-making Process.*
23.1 The Supervisory Board
will meet whenever its
chairman or at least
two of its members
deem it desirable. The
chairman or his
substitute will
preside over the
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meeting and minutes
will be kept of the
proceedings. The
Management Board
members will attend
the meetings unless
the Supervisory Board
expresses its wish to
meet separately.
23.2 At the meeting of the
Supervisory Board,
resolutions must be
adopted by an absolute
majority of the votes
cast at the meeting.
23.3 In the event of a tie
in voting the chairman
will have a deciding
vote, but only if more
than two Supervisory
Board members are
present.
23.4 A Supervisory Director
may not participate in
deliberating or
decision-making within
the Supervisory Board,
if with respect to the
matter concerned he
has a direct or
indirect personal
interests that
conflicts with the
interests of the
Company and the
business connected
with it. The
Supervisory Director
who in connection with
a (potential) conflict
of interests does not
exercise the duties
and powers otherwise
accruing to him as a
Supervisory Director,
will as such be
regarded as a
Supervisory Director
who is unable to
perform his duties
within the meaning of
Article 25. If, as a
result hereof, the
Supervisory Board
cannot make a
decision, the
Supervisory Board will
still resolve the
matter.
23.5 The Supervisory Board
may adopt a resolution
by written consent
without holding a
meeting, provided that
the proposed
resolution has been
submitted to all the
Supervisory Board
members, none of them
opposes this manner of
adopting a resolution
and the majority of
the members have voted
in favour of the
proposed resolution.
After the Supervisory
Board adopts a
resolution without
holding a meeting all
Supervisory Board
members are to be
informed thereof.
23.6 A resolution of the
Supervisory Board can
be evidenced by a
document setting forth
such resolution and
signed by the chairman
or, if the chairman is
absent or prevented
from attending the
meeting or if there is
no chairman, by one of
the other Supervisory
Board members.
*Article 24. Committees.*
24.1 The Supervisory Board
may, without prejudice
to its
responsibilities,
designate one or more
committees from among
its members, which
will have the
responsibilities
specified by the
Supervisory Board.
24.2 The composition of any
such committee will be
determined by the
Supervisory Board.
24.3 The General Meeting of
Shareholders may grant
additional
compensation to the
members of the
committee(s) for their
service on the
committee(s).
*Article 25. Vacancy or
Inability to Act.*
25.1 For each vacant seat
on the Supervisory
Board, the Supervisory
Board can determine
that it will be
temporarily occupied
by a person (a
stand-in) designated
by the Supervisory
Board. Persons that
can be designated as
such include (without
limitation) former
Supervisory Board
members (irrespective
of the reason why they
are no longer
Supervisory Board
members).
25.2 If and as long as all
seats on the
Supervisory Board are
vacant and no seat is
temporarily occupied,
the Management Board
will decide to what
extent and in which
manner the duties and
authorities of the
Supervisory Board will
temporarily be taken
care of.
25.3 The provisions of
Articles 18.2 and 18.3
apply by analogy.
*Article 26. Indemnity and
Insurance.*
26.1 To the extent
permissible by law,
the Company will
indemnify and hold
harmless each member
of the Management
Board and of the
Supervisory Board,
both former members
and members currently
in office (each of
them, for the purpose
of this Article 26
only, an *Indemnified
Person*), against any
and all liabilities,
claims, judgments,
fines and penalties
(*Claims*) incurred by
the Indemnified Person
as a result of any
expected, pending or
completed action,
investigation or other
proceeding, whether
civil, criminal or
administrative (each,
a *Legal Action*), of
or initiated by any
party other than the
Company itself or a
group company
_(groepsmaatschappij)_
thereof, in relation
to any acts or
omissions in or
related to his
capacity as an
Indemnified Person.
Claims will include
derivative actions of
or initiated by the
Company or a group
company
_(groepsmaatschappij)_
thereof against the
Indemnified Person and
(recourse) claims by
the Company itself or
a group company
_(groepsmaatschappij)_
thereof for payments
of claims by third
parties if the
Indemnified Person
will be held
personally liable
therefore.
26.2 The Indemnified Person
will not be
indemnified with
respect to Claims in
so far as they relate
to the gaining in fact
of personal profits,
advantages or
remuneration to which
he was not legally
entitled, or if the
Indemnified Person has
been adjudged to be
liable for wilful
misconduct _(opzet)_
or intentional
recklessness _(bewuste
roekeloosheid)_.
26.3 The Company will
provide for and bear
the cost of adequate
insurance covering
Claims against sitting
and former Management
Board members and
sitting and former
Supervisory Board
members (*D&O
insurance*), unless
such insurance cannot
be obtained at
reasonable terms.
26.4 Any expenses
(including reasonable
attorneys' fees and
litigation costs)
(collectively,
*Expenses*) incurred
by the Indemnified
Person in connection
with any Legal Action
will be settled or
reimbursed by the
Company, but only upon
receipt of a written
undertaking by that
Indemnified Person
that he will repay
such Expenses if a
competent court in an
irrevocable judgment
has determined that he
is not entitled to be
indemnified. Expenses
will be deemed to
include any tax
liability which the
Indemnified Person may
be subject to as a
result of his
indemnification.
26.5 Also in case of a
Legal Action against
the Indemnified Person
by the Company itself
or its group companies
_(groepsmaatschappijen
)_, the Company will
settle or reimburse to
the Indemnified Person
his reasonable
attorneys' fees and
litigation costs, but
only upon receipt of a
written undertaking by
that Indemnified
Person that he will
repay such fees and
costs if a competent
court in an
irrevocable judgment
has resolved the Legal
Action in favour of
the Company or the
relevant group company
_(groepsmaatschappij)_
rather than the
Indemnified Person.
26.6 The Indemnified Person
may not admit any
personal financial
liability vis-à-vis
third parties, nor
enter into any
settlement agreement,
without the Company's
prior written
authorisation. The
Company and the
Indemnified Person
will use all
reasonable endeavours
to cooperate with a
view to agreeing on
the defence of any
Claims, but in the
event that the Company
and the Indemnified
Person fail to reach
such agreement, the
Indemnified Person
will comply with all
directions given by
the Company in its
sole discretion, in
order to be entitled
to the indemnity
contemplated by this
Article 26.
26.7 The indemnity
contemplated by this
Article 26 does not
apply to the extent
Claims and Expenses
are reimbursed by
insurers.
26.8 This Article 26 can be
amended without the
consent of the
Indemnified Persons as
such. However, the
provisions set forth
herein nevertheless
continues to apply to
Claims and/or Expenses
incurred in relation
to the acts or
omissions by the
Indemnified Person
during the periods in
which this clause was
in effect.
*Chapter 6. ANNUAL ACCOUNTS;
PROFITS AND DISTRIBUTIONS.*
*Article 27. Financial Year
and Annual Accounts.*
27.1 The Company's
financial year is the
calendar year.
27.2 Annually, not later
than five months after
the end of the
financial year, the
Management Board must
prepare annual
accounts and deposit
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the same for
inspection by the
Shareholders and other
persons holding
Meeting Rights at the
Company's office.
Within the same
period, the Management
Board must also
deposit the annual
report for inspection
by the Shareholders
and other persons
holding Meeting
Rights.
27.3 The annual accounts
must be signed by the
Management Board
members and the
Supervisory Board
members. If the
signature of one or
more of them is
missing, this will be
stated and reasons for
this omission will be
given.
27.4 Annually, the
Supervisory Board must
prepare a report,
which will be enclosed
with the annual
accounts and the
annual report.
27.5 The Company must
ensure that the annual
accounts, the annual
report, the report of
the Supervisory Board
and the information to
be added by virtue of
the law are kept at
its office as of the
day on which notice of
the annual General
Meeting of
Shareholders is given.
Shareholders and other
persons holding
Meeting Rights may
inspect the documents
at that place and
obtain a copy free of
charge.
27.6 The annual accounts,
the annual report and
the information to be
added by virtue of the
law are furthermore
subject to the
provisions of Book 2,
Title 9, of the Dutch
Civil Code.
27.7 The language of the
annual accounts and
the annual report will
be English or German.
*Article 28. External
Auditor.*
28.1 The General Meeting of
Shareholders may and
if obligated will
commission an
organization in which
certified public
accountants cooperate,
as referred to in
Section 2:393
subsection 1 of the
Dutch Civil Code (an
*External Auditor*) to
examine the annual
accounts drawn up by
the Management Board
in accordance with the
provisions of Section
2:393 subsection 3 of
the Dutch Civil Code.
28.2 The External Auditor
is entitled to inspect
all of the Company's
books and documents
and is prohibited from
divulging anything
shown or communicated
to it regarding the
Company's affairs
except insofar as
required to fulfil its
mandate. Its fee is
chargeable to the
Company.
28.3 The External Auditor
will present a report
on its examination to
the Supervisory Board
and to the Management
Board. In this it will
address at a minimum
its findings
concerning there
liability and
continuity of the
automated data
processing system.
28.4 The External Auditor
will report on the
results of its
examination, in an
auditor's statement,
regarding the accuracy
of the annual
accounts.
28.5 The annual accounts
cannot be adopted if
the General Meeting of
Shareholders has not
been able to review
the auditor's
statement from the
External Auditor,
which statement must
have been added to the
annual accounts as the
case may be, unless
the information to be
added to the annual
accounts states a
legal reason why the
statement has not been
provided.
*Article 29. Adoption of the
Annual Accounts and Release
from Liability.*
29.1 The General Meeting
will adopt the annual
accounts.
29.2 At the General Meeting
of Shareholders at
which it is resolved
to adopt the annual
accounts, it will be
separately proposed
that the Management
Board members and the
Supervisory Board
members be released
from liability for
their respective
duties, insofar as the
exercise of such
duties is reflected in
the annual accounts or
otherwise disclosed to
the General Meeting
prior to the adoption
of the annual
accounts.
*Article 30. Profits and
Distributions.*
30.1 The Management Board,
with the approval of
the Supervisory Board,
may decide that part
of the profits
realised during a
financial year be set
aside to increase
and/or form reserves.
30.2 The profits remaining
after application of
Article 30.1 will be
put at the disposal of
the General Meeting.
The Management Board,
with the approval of
the Supervisory Board,
will make a proposal
for that purpose. A
proposal to pay a
dividend will be dealt
with as a separate
agenda item at the
General Meeting of
Shareholders.
30.3 Distributions from the
Company's
distributable reserves
are made pursuant to a
resolution of the
Management Board, with
the approval of the
Supervisory Board.
30.4 Provided it appears
from an interim
statement of assets
signed by the
Management Board that
the requirement
mentioned in Article
30.7 concerning the
position of the
Company's assets has
been fulfilled, the
Management Board may,
with the approval of
the Supervisory Board,
make one or more
interim distributions
to the Shareholders.
30.5 The Management Board
may, with the approval
of the Supervisory
Board, decide that a
distribution on Shares
shall not take place
as a cash payment but
as a payment in
Shares, or decide that
the Shareholders shall
have the option to
receive a distribution
as a cash payment
and/or as a payment in
Shares, out of the
profit and/or at the
expense of reserves,
provided that the
Management Board is
designated by the
General Meeting
pursuant to Articles
6.2 and 6.3. With the
approval of the
Supervisory Board, the
Management Board shall
determine the
conditions applicable
to the aforementioned
choices.
30.6 The Company's policy
on reserves and
dividends shall be
determined and can be
amended by the
Management Board,
subject to the
approval of the
Supervisory Board. The
adoption and
thereafter each
amendment of the
policy on reserves and
dividends shall be
discussed and
accounted for at the
General Meeting of
Shareholders under a
separate agenda item.
30.7 Distributions may be
made only insofar as
the Company's equity
exceeds the amount of
the paid in and called
up part of the issued
capital, increased by
the reserves which
must be kept by virtue
of the law or these
Articles of
Association.
*Article 31. Payment of and
Entitlement to
Distributions.*
31.1 Dividends and other
distributions shall be
made payable within
four weeks after
adoption, unless the
Management Board sets
another date for
payment.
31.2 A claim of a
Shareholder for
payment of a
distribution shall be
barred after five
years have elapsed
after the day of
payment.
*Chapter 7. THE GENERAL
MEETING.*
*Article 32. Annual General
Meeting of Shareholders.*
32.1 Each year, though not
later than in the
month of June, a
General Meeting of
Shareholders will be
held.
32.2 The agenda of such
meeting will include
the following subjects
for discussion:
(a) discussion
of the
annual
report;
(b) discussion
of the
remuneration
of the
management
board;
(c) discussion
and adoption
of the
annual
accounts;
(d) dividend
proposal (if
applicable);
(e) appointment
of an
External
Auditor (if
applicable);
(f) other
subjects
presented
for
discussion
by the
Supervisory
Board or the
Management
Board and
announced
with due
observance
of the
provisions
of these
Articles of
Association,
as for
instance (i)
release of
the
Management
Board
members and
Supervisory
Board
members from
liability;
(ii)
discussion
of the
policy on
reserves and
dividends;
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(iii)
designation
of a body of
the Company
competent to
issue
Shares;
and/or (iv)
authorisatio
n of the
Management
Board to
make the
Company
acquire own
Shares or
depositary
receipts for
Shares.
*Article 33. Extraordinary
General Meeting of
Shareholders.*
Other General Meetings of
Shareholders will be held
whenever the Supervisory
Board or the Management
Board deems such to be
necessary, without prejudice
to the provisions of
Sections 2:108a, 2:110,
2:111 and 2:112 of the Dutch
Civil Code.
*Article 34. Notice and
Agenda of Meetings.*
34.1 Notice of General
Meetings of
Shareholders will be
given by the
Supervisory Board or
the Management Board.
34.2 Notice of the meeting
must be given with due
observance of the
statutory notice
period.
34.3 The notice of the
meeting will state:
(a) the subjects
to be dealt
with;
(b) venue and
time of the
meeting;
(c) the
requirements
for
admittance
to the
meeting as
described in
Articles
38.1 and
38.2 (if
applicable),
as well as
the
information
referred to
in Article
39.3 (if
applicable);
and
(d) the address
of the
Company's
website,
and such other
information as may be
required by law.
34.4 Further communications
which must be made to
the General Meeting
pursuant to the law or
these Articles of
Association can be
made by including such
communications either
in the notice, or in a
document which is
deposited at the
Company's office for
inspection, provided a
reference thereto is
made in the notice
itself.
34.5 Shareholders and/or
other persons holding
Meeting Rights, who,
alone or jointly, meet
the requirements set
forth in Section
2:114a subsection 2 of
the Dutch Civil Code
will have the right to
request the Management
Board or the
Supervisory Board to
place items on the
agenda of the General
Meeting of
Shareholders, provided
the reasons for the
request must be stated
therein and the
request must be
received by the
chairman of the
Management Board or
the chairman of the
Supervisory Board in
writing at least sixty
(60) days before the
date of the General
Meeting of
Shareholders.
34.6 The notice will be
given in the manner
stated in Article 40.
*Article 35. Venue of
Meetings.*
General Meetings of
Shareholders can be held in
Amsterdam or Haarlemmermeer
(including Schiphol
Airport), at the choice of
those who call the meeting.
*Article 36. Chairman of the
Meeting.*
36.1 The General Meeting of
Shareholders will be
presided over by the
chairman of the
Supervisory Board or
his replacement.
However, the
Supervisory Board may
also appoint another
chairman to preside
over the meeting. The
chairman of the
meeting will have all
powers necessary to
ensure the proper and
orderly functioning of
the General Meeting of
Shareholders.
36.2 If the chairmanship of
the meeting is not
provided for in
accordance with
Article 36.1, the
meeting will itself
elect a chairman,
provided that so long
as such election has
not taken place, the
chairmanship will be
held by a Management
Board member
designated for that
purpose by the
Management Board
members present at the
meeting.
*Article 37. Minutes.*
37.1 Minutes will be kept
of the proceedings at
the General Meeting of
Shareholders by a
secretary to be
appointed by the
chairman, which will
be adopted by the
chairman and the
secretary and will be
signed by them as
evidence thereof.
37.2 However, the chairman
may determine that
notarial minutes will
be prepared of the
proceedings of the
meeting. In that case
the co-signature of
the chairman will be
sufficient.
*Article 38. Rights at
Meetings and Admittance.*
38.1 Each Shareholder and
each other person
holding Meeting Rights
is authorised, either
in person or
represented by a
representative
authorised in writing,
to take part in, to
speak at, and to the
extent applicable, to
exercise his voting
rights in the General
Meeting of
Shareholders.
38.2 For each General
Meeting of
Shareholders a
statutory record date
will be applied, in
order to determine in
which persons voting
rights and Meeting
Rights are vested. The
record date and the
manner in which
persons holding
Meeting Rights can
register and exercise
their rights will be
set out in the notice
convening the meeting.
38.3 A person holding
Meeting Rights or his
proxy will only be
admitted to the
meeting if he has
notified the Company
of his intention to
attend the meeting in
writing at the address
and by the date
specified in the
notice of meeting. The
proxy is also required
to produce written
evidence of his
mandate.
38.4 The Management Board
is authorised to
determine that the
Meeting Rights and
voting rights in
respect of a General
Meeting of
Shareholders as
referred to in Article
38.1 can be exercised
by using an electronic
means of
communication. If so
decided, it will be
required that each
person holding Meeting
Rights or his proxy
holder can be
identified through the
electronic means of
communication, follow
the discussions in the
meeting and exercise
the voting right. The
Management Board may
also determine that
the electronic means
of communication used
must allow each person
holding Meeting Rights
or his proxy holder to
participate in the
discussions.
38.5 The Management Board
may determine further
conditions to the use
of electronic means of
communication as
referred to in Article
38.4, provided such
conditions are
reasonable and
necessary for the
identification of
persons holding
Meeting Rights and the
reliability and safety
of the communication.
Such further
conditions will be set
out in the notice of
the meeting. The
foregoing does,
however, not restrict
the authority of the
chairman of the
meeting to take such
action as he deems fit
in the interest of the
meeting being
conducted in an
orderly fashion. Any
non or malfunctioning
of the means of
electronic
communication used is
at the risk of the
persons holding
Meeting Rights using
the same.
38.6 The company secretary
will arrange for the
keeping of an
attendance list in
respect of each
General Meeting of
Shareholders. The
attendance list will
contain in respect of
each person with
voting rights present
or represented: his
name, the number of
votes that can be
exercised by him and,
if applicable, the
name of his
representative. The
attendance list will
furthermore contain
the aforementioned
information in respect
of persons with voting
rights who participate
in the meeting in
accordance with
Article 38.4 or which
have cast their votes
in the manner referred
to in Article 39.3.
The Company is
authorised to apply
such verification
procedures as it
reasonably deems
necessary to establish
the identity of the
persons holding
Meeting Rights and,
where applicable, the
identity and authority
of representatives.
38.7 The Supervisory Board
members and Management
Board members will
have the right to
attend the General
Meeting of
Shareholders in person
and to address the
meeting. They will
have the right to give
advice in the meeting.
Also, the External
Auditor is authorised
to attend and address
the General Meetings
(MORE TO FOLLOW) Dow Jones Newswires
March 03, 2017 09:06 ET (14:06 GMT)
