Dow Jones hat von EQS/DGAP eine Zahlung für die Verbreitung dieser Pressemitteilung über sein Netzwerk erhalten.
DGAP-News: CORESTATE CAPITAL HOLDING S.A. / Bekanntmachung der Einberufung zur Hauptversammlung CORESTATE CAPITAL HOLDING S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 27.04.2018 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 2018-03-23 / 15:06 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent verantwortlich. CORESTATE CAPITAL HOLDING S.A. 4, rue Jean Monnet, 2180 Luxembourg, Luxembourg Registered with the Luxembourg Trade and Companies Register under registration number B 199780 Luxemburg, March 2018 CONVENING NOTICE TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS The management board (the *Management Board*) of Corestate Capital Holding S.A. (the *Company*) hereby convenes all shareholders to the annual general meeting of the shareholders of the Company (the *Meeting*), which shall be held: on 27 April 2018 at 10:00 a.m. CEST at Alvisse Parc Hotel, 120, Route d'Echternach, L-1453 Luxembourg in accordance with articles 9 and 10.1 of the articles of association of the Company (the *Articles*). I. *Quorum* The amendment of the Articles proposed under items 8 to 14 of the below agenda being extraordinary matters, article 10.2 of the Articles requires a quorum of presence or representation of at least one half of the share capital of the Company at the Meeting. In the event that this quorum is not met, agenda items regarding an amendment of the Articles will be dropped. The agenda items are adopted by a simple majority of the voting rights duly present or represented, except with regard to agenda items 8 to 14, for which a majority of 66.67% of the voting rights duly present or represented shall apply. II. *Agenda* 01 *Presentation of the stand-alone annual accounts of the Company for the financial year 2017, of the approved consolidated financial statements for the financial year 2017 as well as the management report for the financial year 2017* The Supervisory Board has not made any comments to the stand-alone annual accounts or the consolidated financial statements for the financial year 2017 as drawn up by the Management Board (the *Financial Statements*). The Management Board and the Supervisory Board propose to the Meeting to approve the Financial Statements and the report of the independent auditor relating thereto in accordance with article 461-7 of the Luxembourg Act on commercial companies dated 10 August 1915, as amended (the *Companies Act*). 02 *Acknowledgement of the loss of the Company made with respect to the financial year 2017 and allocation to the legal reserve for the Financial Year 2016* The Management Board proposes that the Meeting acknowledges that the Company has made a loss with respect to the financial year 2017 in an aggregate amount of EUR 12,824,000. The Management Board proposes to the Meeting to carry forward the balance of losses to the next financial year. The Management Board further proposes that the Meeting resolves to allocate an amount of EUR 94,580.11 out of the profit and reserves carried forward from the financial year 2016 to the legal reserve, in accordance with article 461-1 of the Companies Act, as amended and as set out in the notes to the stand-alone annual accounts of the Company for the financial year 2016. 03 *Distribution out of the freely distributable reserves of the Company* The Management Board proposes that the Meeting resolves to approve the distribution out of the freely distributable reserves of the Company in an aggregate amount of EUR 42,588,246 (corresponding to EUR 2.00 per issued share of the Company) to the shareholders of the Company (the *Distribution*). The Distribution shall be payable within 3 business days as of this Meeting. 04 *Discharge (* _quitus_ *) to each of the members of the Management Board for the financial year 2017* The Management Board and the Supervisory Board propose to the Meeting to grant discharge (_quitus_) to the present and past members of the Management Board for the performance of their duties as members of the Management Board for, and in connection with, the financial year 2017. 05 *Discharge (* _quitus_ *) to each of the members of the Supervisory Board for the financial year 2017* The Management Board and the Supervisory Board propose to the Meeting to grant discharge (_quitus_) to the members of the Supervisory Board for the performance of their duties as members of the Supervisory Board for, and in connection with, the financial year 2017. 06 *Appointment of the independent auditor (* _cabinet de révision agréé_ *) for the financial year 2018* The Supervisory Board proposes to the Meeting to appoint Ernst & Young SA as independent auditor (_cabinet de révision agréé_) for the stand-alone annual accounts and consolidated financial statements of the Company for the financial year 2018, and to grant power and authority to the Management Board and the Supervisory Board to enter into the relevant agreement (in accordance with market standards) with Ernst & Young SA. 07 *Authorisation to the Management Board to redeem shares of the Company* The Management Board proposes to the Meeting to grant all powers to the Management Board to redeem shares of the Company for a period of 5 years following the date of the present Meeting. The Management Board proposes that the Meeting resolves (i) that the aggregate nominal amount of the shares of the Company which may be redeemed shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the present Meeting and (ii) that all such redemptions are made within a price range between the trading price per share on the trading day immediately prior to the resolution of the Management Board resolving on the redemption of shares of the Company minus 5%, and the trading price per share on the trading day immediately prior to the resolution of the Management Board resolving on the redemption of shares of the Company plus 5%. Any such redeemed shares shall be held as treasury shares by the Company with their voting and dividend rights being suspended. 08 *Amendment of the reference to the date of the annual general meeting of the shareholders* The Management Board proposes to the Meeting to remove the reference to a specific date for the annual general meeting of the shareholders, in accordance with article 450-8 of the Companies Act and to consequently amend article 9 of the Articles, as set out in Schedule 1 to the convening notice. 09 *Amendment of the term of office of the members of the Management Board* The Management Board proposes to the Meeting to increase the maximum term of office of the members of the Management Board to 4 financial years of the Company and to consequently amend article 11.2 of the Articles, as set out in Schedule 1 to the convening notice. 10 *Introduction of a right of consultation for the chief executive officer of the Company with respect to any changes to the Management Board* The Management Board proposes to the Meeting to grant a right of consultation to the Chief Executive Officer of the Company for any decision by the Supervisory Board with respect to changes in the composition of the Management Board or changes in the allocation of responsibilities under the business plan (_Geschäftsverteilungsplan_) of the Company amongst members of the Management Board, and to consequently amend article 11.4 of the Articles, as set out in Schedule 1 to the convening notice. 11 *Introduction of a casting vote for the chairman of the Management Board* The Management Board proposes to the Meeting to introduce a casting vote for the chairman of the Management Board and to consequently amend article 12.4(c) of the Articles, as set out in Schedule 1 to the convening notice. 12 *Deletion of article 16.1 from the Articles* The Management Board proposes to the Meeting to delete article 16.1 'Daily Management' from the Articles and to renumber the following articles 16.2 and 16.3 accordingly. 13 *Amendment of the annual fees allocated
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March 23, 2018 10:06 ET (14:06 GMT)