DJ DGAP-HV: SENVION S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 31.05.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Dow Jones hat von EQS/DGAP eine Zahlung für die Verbreitung dieser Pressemitteilung über sein Netzwerk erhalten.
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
(MORE TO FOLLOW) Dow Jones Newswires
April 28, 2017 09:06 ET (13:06 GMT)
Electronique des Sociétés et Associations)_ and at the
Company's registered office in Luxembourg:
(a) full text of any document to be made
available by the Company at the Meeting
including _draft resolutions_ in relation to
above agenda points to be adopted at the
Meeting (i.e. inter alia the annual report
containing the 2016 annual accounts, the
management report and the supervisory report
and the auditor reports on the stand alone
and consolidated accounts);
(b) this convening notice;
(c) the total number of shares and attached
voting rights issued by the Company as of
the date of publication of this convening
notice;
(d) the proxy form as further mentioned below;
and
(e) the correspondence voting form as further
mentioned below.
*Attendance and registration procedures*
Shareholders shall, by 24 May 2017 at 11:59 p.m. (CEST)
at the latest, indicate to the Company their intention
to participate at the Meeting.
In order to be able to register for and participate at
the Meeting, Shareholders are obliged to obtain an
attestation from their depository bank (the
*Attestation*) which is safe-keeping their shares in
the Company stating the number of shares held by the
shareholder 14 calendar days before the date of the
Meeting (the *Record Date*), i.e. on 17 May 2017 at
00:00 (CEST). The Attestation must be dispatched by fax
and the original by regular mail to:
*SENVION S.A.*
c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
The attestation must be made in text form in German or
English.
Attestations must be received by the Company (by fax)
at the latest on 24 May 2017 at 11:59 p.m. (CEST).
*Proxy voting representatives*
Shareholders not being able to attend the Meeting in
person may appoint a proxyholder to attend the Meeting
on their behalf. The attendance and registrations
procedure is exactly the same as for shareholders
participating personally as mentioned above.
The proxyholder will have to identify himself on the
day of the agenda by presenting a valid identification
card and by submitting the admission ticket of the
shareholder.
In order to simplify the execution of their voting
rights, the Company provides the option of appointing a
proxy voting representative named by the Company and
bound by the instructions of the shareholder prior to
the Meeting.
Proxy forms are available under the following contact
details:
*SENVION S.A.*
c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
E-Mail: agm@linkmarketservices.de
Website: senvion.com/agm2017
In such proxy form shareholders are kindly invited to
fill in the required details, to date, sign and return
the proxy form (including the Attestation) by e-mail or
fax and the original by mail to:
*SENVION S.A.*
c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
E-Mail: agm@linkmarketservices.de
Website: senvion.com/agm2017
The duly filled in and signed proxy form and
instruction must be received by the Company (by fax or
e-mail) at the latest on the 26 May 2017 at 11:59 p.m.
(CEST). Exercise of voting rights of shares in
connection with duly filled in and signed proxy forms
received after such date will not be possible at the
Meeting.
Shareholders who will receive their admission tickets
by mail will receive a form for proxy voting. In
addition, forms will be sent upon written request to
the Company at the following address:
*SENVION S.A.*
c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
E-Mail: agm@linkmarketservices.de
Website: senvion.com/agm2017
*Vote by correspondence*
Shareholders who wish to vote by correspondence must
request a form for voting by correspondence from the
Company at the following address after following the
registration process as mentioned above:
*SENVION S.A.* c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
E-Mail: agm@linkmarketservices.de
Website: senvion.com/agm2017
or, alternatively, download the form from the Company's
website at senvion.com/agm2017, and send the duly
completed and signed form to the above mentioned
address so that it shall be received by the Company on
the 30 May 2017 at 10.00 a.m. (CEST). Exercise of
voting rights of shares in connection with duly filled
in and signed proxy forms received after such date will
not be possible at the Meeting.
*Additional important information for shareholders*
Shareholders are hereby informed that exercise of
voting rights is exclusively reserved to such persons
that were shareholders on the Record Date (or their
duly appointed proxyholders). Transfer of shares after
the Record Date is possible subject to usual transfer
limitations, as applicable. However, any transferee
having become owner of the shares after the Record Date
has no right to vote at the Meeting.
One or more shareholder(s) representing at least 5% of
the Company's share capital may request the addition of
items to the agenda of the Meeting by sending such
requests at the latest until the 9 May 2017 at 11:59
p.m. (CEST) to the following e-mail address, fax number
or mail address:
*SENVION S.A.*
c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
E-Mail: agm@linkmarketservices.de
Website: senvion.com/agm2017
Such request will only be accepted by the Company
provided it includes (i) the wording of the agenda
point, (ii) the wording of a proposed resolution
pertaining to such agenda point or a justification, and
(iii) an e-mail address and a postal address to which
the Company may correspond and confirm receipt of the
request.
This convening notice was dispatched by regular mail to
(i) registered shareholders that were known by name and
address to the Company on 28 April 2017, if any, (ii)
the members of the supervisory board and (iii) the
auditor of the Company.
Subject to compliance with the threshold notification
obligations provided for by the Luxembourg law of 11
January 2008 on transparency requirements for issuers
of securities, there is no limit to the maximum number
of votes that may be exercised by the same person,
whether in its own name or by proxy.
The results of the vote will be published on the
Company's website within 15 days following the Meeting.
For further information you may contact the service
provider, Link Market Services GmbH, by dialling +49
(0)89 210 27-222 (Mon. - Fri. 9 a.m. to 5 p.m. (CEST) /
except Holidays in Germany or Luxembourg).
*Luxembourg, 26th of April 2017*
*SENVION S.A.*
_The Management Board_
2017-04-28 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de
Sprache: Deutsch
Unternehmen: SENVION S.A.
Siège social: 46A, Avenue J.F. Kennedy
1855 Luxembourg
Luxemburg
E-Mail: ir@senvion.com
Internet: http://www.senvion.com
Ende der Mitteilung DGAP News-Service
568879 2017-04-28
(END) Dow Jones Newswires
April 28, 2017 09:06 ET (13:06 GMT)
