DJ DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 03.05.2017 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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DGAP-News: exceet Group SE / Bekanntmachung der Einberufung zur
Hauptversammlung
exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am
03.05.2017 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2017-04-03 / 15:00
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
exceet Group SE
Société européenne Registered Office: 115, avenue
Gaston Diderich, L-1420 Luxembourg _R.C.S. Luxembourg B
148.525_ Convening Notice
Notice is hereby given to the holders of shares of
*exceet Group SE* (the '*Company*') that the
ANNUAL GENERAL SHAREHOLDERS' MEETING
of shareholders will be held on 3 May 2017 at 12:00
(noon) CEST. The annual general meeting will be held at
Sofitel Luxembourg Europe 4, rue du Fort
Niedergrünewald, Quartier Européen Nord, L-2015
Luxembourg.
At the aforementioned annual general meeting, the
shareholders shall deliberate and vote on the following
agenda items:
_AGENDA_
1. Presentation of the report of the independent
auditor on annual accounts to the annual
general meeting for the financial year ended
on 31 December 2016;
2. Approval of the annual accounts for the
financial year ended on 31 December 2016;
3. Allocation of the result;
4. Presentation of the management report issued
by the board of directors and the report of
the independent auditor on consolidated
accounts to the annual general meeting for
the financial year ended on 31 December 2016;
5. Approval and, to the extent necessary,
ratification of the consolidated accounts for
the financial year ended on 31 December 2016;
6. Discharge to be granted to the members of the
board of directors;
7. Approval and, to the extent necessary,
ratification of the remuneration of the board
of directors and the executive officers for
the financial year ended on 31 December 2016
and for the financial year ending on 31
December 2017;
8. Renewal of the mandate of
PricewaterhouseCoopers, _société
cooperative_, Luxembourg as independent
auditor (_réviseur d'entreprises agréé)_ of
the Company for the financial year ending on
31 December 2017;
9. Miscellaneous.
_Quorum and Majorities_
Pursuant to the Company's articles of association and
the law, the annual general meeting of shareholders
will deliberate validly regardless of the number of
shares present or represented. Decisions related to all
items on the agenda of the annual general meeting of
shareholders will be passed by a simple majority of the
votes validly cast at the annual general shareholders'
meeting.
_Right to Amend the Content of the Agenda_
Pursuant to the Company's articles of association, and
the Luxembourg law of 24 May 2011 on certain rights of
shareholders in listed companies (the '*Luxembourg
Shareholders' Rights Law*'), which implemented the
European Union Directive on Shareholders' Rights
(2007/36/EC) (the '*Shareholders' Rights Directive* ')
and involved certain changes to the procedures for
calling and conducting general shareholders' meetings,
one or several shareholders representing at least five
percent (5%) of the Company's share capital may request
the adjunction of one or several items to the agenda of
the annual general shareholders' meeting, provided that
the request is accompanied by a justification of or
draft resolution(s). Pursuant to Article 4 of the
Luxembourg Shareholders' Rights Law and the Company's
articles of association, such request and justification
of or draft resolution(s) must be received at the
Company's registered office by registered letter or by
e-mail (to the attention of the board of directors, 115
avenue Gaston Diderich, L-1420 Luxembourg) or
electronic means (to: i.himbert@exceet.lu) at least
twenty-two (22) days prior to the date of the relevant
general meeting of shareholders, i.e. on 11 April 2017
accompanied by a proof of the shareholding of such
shareholder(s) and the address or e-mail address which
the Company may use in order to deliver the
acknowledgment of receipt of such request. The Company
must acknowledge reception of such request within
forty-eight (48) hours of receipt of such request. In
case such request entails a modification of the agenda
of the relevant general shareholders' meeting, the
Company is going to make an amended agenda available at
the latest fifteen (15) days prior to the relevant
general meeting, _i.e._ on 18 April 2017.
_Documents_
Copies of the proposals of the resolutions of the
annual general meeting as well as the documents related
to the aforementioned items on the agenda will be on
display for inspection by the shareholders on the
Company's website (www.exceet.ch/investor-relations)
and at the registered office of the Company as from 3
April 2017.
Upon request to i.himbert@exceet.lu copies of the
above-mentioned documents are going to be mailed to the
shareholders.
_Share Capital of the Company_
The Company's issued share capital is set at three
hundred eleven thousand nine hundred sixty euro and
sixteen cents (EUR 311,960.16) represented by (i)
twenty million five hundred twenty-three thousand six
hundred ninety-five (20,523,695) Class A Shares.
Each share entitles the holder thereof to one vote.
_Right to Participate in the Annual General Meeting_
According to Article 5 of the Luxembourg Shareholders'
Rights Law, the record date for general shareholders'
meetings of listed companies incorporated under the
laws of the Grand Duchy of Luxembourg has been set to
fourteen (14) days prior to the date of the
corresponding general shareholders' meeting. Therefore,
any shareholder who holds one or more shares of the
Company on 19 April 2017 at 24:00 (midnight) CEST (the
'*Record Date*') and registers for the meeting (please
see below section '_Registration for the Annual General
Meeting_') and, if applicable, provides the certificate
specified below in case of holders of Class A Shares,
shall be admitted to participate and vote in the annual
general shareholders' meeting.
All shareholders wishing to participate (in person, or
by voting through proxy or voting form) in the annual
general shareholders' meeting of the Company shall
notify the Company thereof at the latest on the Record
Date in writing by mail, fax or by e-mail.
Class A Shareholders (whose Class A Shares are held in
book-entry form through the operator of a securities
settlement system or with a professional depositary or
sub-depositary designated by such depositary) should
receive from their operator or depositary or
sub-depositary a certificate certifying the number of
shares recorded in their account on the Record Date.
In addition to the aforementioned registration, to
participate and vote in the annual general meeting,
such Class A Shareholders (whose Class A Shares are
held in book-entry form through the operator of a
securities settlement system or with a professional
depositary or sub-depositary designated by such
depositary) shall submit a copy of the certificate via
their custodian bank by mail, by fax or by e-mail to
the Centralizing Agent in the period from 19 April 2017
at 24:00 (midnight) CEST until 27 April 2017, at 12:00
(noon) CEST.
The Centralizing Agent of the Company is the following:
_Deutsche Bank Aktiengesellschaft_
_Attn.: GSS/Issuer Services Post-IPO Services_
_Taunusanlage 12_
_D-60325 Frankfurt am Main_
_Germany_
_Fax: +49/69 910-38794_
_E-Mail: dct.tender-offers@db.com_
Any shareholder and/or proxy holder participating in
the annual general shareholders' meeting in person
shall carry proof of identity at the annual general
meeting.
_Registration for the Annual General Meeting_
Shareholders wishing to participate in the annual
general meeting of shareholders need to register for
the annual general meeting by submitting their
registration by mail, fax or by e-mail until 19 April
2017 at 24:00 (midnight) CEST to the Centralizing Agent
of the Company at the address referred to above.
Registration forms are provided on the website of the
Company (www.exceet.ch/investor-relations) which should
be used. Shareholders having registered for the annual
general meeting may provide proxy or voting forms in
case they do not wish to participate in person in the
annual general meeting until 27 April 2017 at 12:00
(noon) CEST (see below section _'Representation'_).
_Representation_
In the event that any shareholder appoints another
person, shareholder or not, as his proxy to vote on his
behalf, the completed and executed proxy should be
submitted by mail, fax or by email to the Centralizing
Agent of the Company no later than on 27 April 2017 at
12:00 (noon) CEST and should be accompanied by the
proof of shareholding.
Proxy forms provided on the website of the Company
(www.exceet.ch/investor-relations) may be used and only
signed proxy forms will be taken into account. One
person may represent more than one shareholder.
Shareholders having submitted a proxy form and
registered in due time but who wish to revoke such
proxy form may do so by timely providing a later dated
proxy form or by cancelling the proxy form in writing
to the Centralizing Agent of the Company at the address
referred to above.
_Voting Forms_
Shareholders having registered for the annual general
meeting but who do not wish to participate in person
may also vote through a voting form in the annual
general meeting. The voting form may be submitted by
mail, by fax or by e-mail to the Centralizing Agent of
the Company no later than on 27 April 2017 at 12:00
(noon) CEST and should be accompanied by the proof of
shareholding (see above section _'Right to Participate
in the Annual General Meeting'_). Only voting forms
provided by the Company on its website
(www.exceet.ch/investor-relations) may be used and only
signed voting forms will be taken into account.
Shareholders having submitted a voting form and
registered in due time but who wish to revoke such
voting form may do so by timely providing a later dated
proxy or voting or cancelling the voting form in
writing to the Centralizing Agent of the Company at the
address referred to above.
_Language_
The meeting will be held in the English language.
Luxembourg, in April 2017
_For the board of directors of the Company_
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Sprache: Deutsch
Unternehmen: exceet Group SE
115, avenue Gaston Diderich
1420 Luxembourg
Luxemburg
E-Mail: i.himbert@exceet.lu
Internet: http://www.exceet.ch
Ende der Mitteilung DGAP News-Service
561329 2017-04-03
(END) Dow Jones Newswires
April 03, 2017 09:01 ET (13:01 GMT)
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