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DGAP-News: SENVION S.A. / Bekanntmachung der Einberufung zur Hauptversammlung SENVION S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 31.05.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 2017-04-28 / 15:05 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent verantwortlich. SENVION S.A. Société anonyme Siège social: 46A, Avenue J.F. Kennedy, L-1855 Luxembourg R.C.S. Luxembourg: B 186599 Notice to all Shareholders All shareholders of SENVION S.A. (the *Company*) are hereby given notice by the management board of the Company (the *Management Board*) that the annual general meeting of shareholders shall be held as follows: *The Annual General Meeting 2017* *deliberating on ordinary and extraordinary matters* (the *Meeting*) will be held on 31 May 2017, at 10:00 a.m. (Central European Summer Time, *CEST*) with the agenda as set out below at European Convention Center 1 Rue du Fort Thüngen, L-1499 Luxembourg AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING 1. Presentation of the management report regarding the stand-alone annual accounts of the Company and the consolidated financial statements for the financial year ended 31 December 2016. 2. Presentation of the report of the supervisory board regarding the stand-alone annual accounts and the consolidated financial statements of the Company for the financial year ended 31 December 2016. 3. Presentation of the reports of the independent auditor (_cabinet de révision agréé_) of the Company regarding the stand-alone annual accounts and the consolidated financial statements of the Company for the financial year ended 31 December 2016. 4. Approval of the stand-alone annual accounts of the Company for the financial year ended 31 December 2016. _The Management Board proposes that the stand-alone annual accounts of the Company for the financial year ended 31 December 2016 be approved by the Meeting._ 5. Acknowledgement of the profit of the Company made with respect to the financial year ended 31 December 2016 and resolution concerning the allocation of the results of the Company for the financial year ended 31 December 2016. _The Management Board proposes that the Meeting acknowledges that the Company made a loss after tax (adjusted) with respect to the financial year ended on 31 December 2016 in an aggregate amount of EUR 8,977,408.33 and that the Meeting resolves to carry forward the loss to the next financial year._ 6. Approval of the consolidated financial statements of the Company for the financial year ended 31 December 2016. _The Management Board proposes that the consolidated financial statements of the Company for the financial year ended 31 December 2016 be approved by the Meeting._ 7. Discharge (_quitus_) to each of the present and past members of the Management Board of the Company, consisting of Christoph Seyfarth, Jürgen Geißinger and Kumar Manav Sharma, for the performance of their duties as members of the Management Board for, and in connection with, the financial year ended 31 December 2016. _The Management Board proposes that the Meeting resolves the discharge of each of the members of the Management Board of the Company for the performance of their duties as members of the Management Board for, and in connection with, the financial year ended 31 December 2016._ 8. Discharge (_quitus_) to each of the members of the supervisory board of the Company, consisting of Amol Jain, Todd Morgan, Steven Silver, Matthias Schubert, Martin Skiba, Stefan Kowski and Deepak Mishra for the performance of their duties as members of the supervisory board of the Company for, and in connection with, the financial year ended 31 December 2016. _The Management Board proposes that the Meeting resolves the discharge of each of the members of the supervisory board of the Company for the performance of their duties as members of the supervisory board for, and in connection with, the financial year ended 31 December 2016._ 9. Confirmation and appointment of Ben Langworthy as member of the supervisory board of the Company, and renewal of the mandate of Deepak Mishra as member of the supervisory board of the Company, each for a term of office ending after the annual general meeting of the shareholders of the Company held in 2022. The Management Board proposes that the Meeting (i) confirms the appointment by co-optation of Ben Langworthy as member of the supervisory board of the Company with effect as of 22 February 2017, (ii) appoints Ben Langworthy as member of the supervisory board of the Company for a term of office ending after the annual general meeting of the shareholders of the Company held in 2022, and (iii) approves the renewal of the mandate of Deepak Mishra as member of the supervisory board of the Company for a term of office ending after the annual general meeting of the shareholders of the Company held in 2022. 10. Acknowledgement of the resignation of Stefan Kowski from his mandate as member of the supervisory board of the Company with effect as of 31 May 2017, immediately after the annual general meeting of the Company. _The Management Board proposes that the Meeting acknowledges the resignation of Stefan Kowski from his mandate as member of the supervisory board of the Company with effect as of 31 May 2017, immediately after the annual general meeting of the Company._ The Management Board further proposes that the Meeting acknowledges and confirms that the remaining members of the supervisory board of the Company shall be entitled to fill in such vacancy on a temporary basis and for a period not exceeding Stefan Kowski's initial mandate, until the next general meeting of shareholders, which shall resolve on a permanent appointment, in accordance with article 60bis-14 of the Luxembourg companies act dated 10 August 1915, as amended and article 27.1 of the articles of association of the Company. 11. Renewal of the mandate of the independent auditor (_cabinet de révision agréé_) of the Company, Ernst & Young S.A., in relation to the stand-alone annual accounts and the consolidated financial statements for the financial year ending on 31 December 2017. The Management Board proposes that the mandate of Ernst & Young S.A., as independent auditor (cabinet de révision agréé) of the Company in relation to the stand-alone annual accounts and the consolidated financial statements be renewed by the Meeting for a term which will expire at the end of the annual general meeting of the shareholders of the Company called to approve the stand-alone annual accounts and the consolidated financial statements for the financial year ending on 31 December 2017. 12. Extension of the floor of the share buy-back programme in order to extend the price range from its current range between EUR 10 and EUR 35 per share, to a price range between EU 0.01 and EUR 35 per share _The Management Board proposes that the Meeting resolves the extension of the floor of the share buy-back programme of the Company, in order to the extend the price range for share buy-backs from its current range set between EUR 10 and EUR 35 per share, to a new price range set between EUR 0.01 and EUR 35 per share._ 13. Amendment of the articles of association of the Company _The Management Board proposes that the Meeting resolves to amend article 9.2 of the articles of association of the Company, in order to allow a more flexible determination of the date for the annual general meeting of the shareholders of the Company, as follows: ._ '9.2 The annual General Meeting shall be held, in accordance with Luxembourg law, in the Grand Duchy of Luxembourg at the address of the registered office of the Company or at such other place in the Grand Duchy of Luxembourg, specified in the convening notice of the meeting. Other General Meetings may be held at such a place as specified in the respective convening notices of the meeting.' 14. Miscellaneous. *Quorum and majority requirements* There is no quorum of presence requirement for the Meeting, except with regards to agenda item 13, for which a quorum of 50% of the share capital of the Company shall apply. The agenda items are adopted by a simple majority of the voting rights duly present or represented, except with regard to agenda item 13, for which a majority of 66.67% of the voting rights duly present or represented shall apply. *Share capital and voting rights* At the date of convening of the Meeting, the Company's subscribed share capital equals six hundred fifty thousand euro (EUR 650,000) and it is divided into sixty-five million (65,000,000) shares having a par value of zero euro and one cent (EUR 0.01) each, all of which are fully paid up. *Available information and documentation* The following information is available on the Company's website under senvion.com/agm2017, starting on the day of publication of this convening notice in the Luxembourg official gazette _(RESA - Recueil
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April 28, 2017 09:06 ET (13:06 GMT)