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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
2017-05-19 / 15:01
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 *Revised Agenda for the
Annual General Meeting of Senvion S.A.*
(_Errata_ superseding the version originally published
on 15 May 2017 replacing under item 14 the deputy
chairman remuneration
multiple of two (2) with one point five (1.5))
On 9 May 2017, CCP II Acquisition Luxco S.à r.l. and
CCP III Acquisition Luxco S.à r.l. (the *Proposing
Shareholders*) being shareholders representing more
than 5% of the Company's share capital, in accordance
with article 4(1) of the Luxembourg law on the exercise
of certain shareholder rights at general meetings of
listed companies dated 24 May 2011 (the *Shareholder
Rights Law*), requested the Company to add a new item
(14) to the agenda of the annual general meeting of the
Company, to be held on 31 May 2017, at 10:00 a.m.
(Central European Summer Time, CEST) at the European
Convention Center, 1 Rue du Fort Thüngen, L-1499
Luxembourg, which was convened by notice dated 28 April
2017 (the *AGM*).
Consequently, the Company hereby publishes, on the
Company's website, the Recueil Electronique des
Sociétés et Associations, the Luxembourg Tageblatt and
the German Bundesanzeiger, the full updated agenda for
the AGM, including the new item 14 and the proposed
resolution in relation to such new agenda item, in
accordance with article 4 (4) of the Shareholder Rights
Law:
_REVISED 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 loss 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
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May 19, 2017 09:02 ET (13:02 GMT)
