DJ DGAP-HV: 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
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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
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2018 10:06 ET (14:06 GMT)
to the members of the Supervisory Board*
The Management Board and the Supervisory
Board propose to the Meeting to increase
the gross annual fee entitlements of the
members of the Supervisory Board as
follows:
* an annual fee in a gross amount of EUR
60,000 for the chairman of the
Supervisory Board;
* an annual fee in a gross amount of EUR
50,000 for the deputy chairman of the
Supervisory Board;
* an annual fee in a gross amount of EUR
40,000 for each other member of the
Supervisory Board; and
* an annual fee in a gross amount of EUR
10,000 for the chairman of the audit
committee of the Company and the
chairman of any other committee of the
Company that may exist from time to
time,
and to consequently amend article 18.5 of
the Articles, as set out in Schedule 1 to
the convening notice.
14 *Restatement of the articles of
association of the Company*
The Management Board proposes to restate
the Articles in their entirety, as set
out in Schedule 2 to the convening
notice, for the purpose of (i) to the
extent approved, reflecting the changes
resulting from resolutions 8 to 13 above
(to the extent the relevant resolutions
have been approved), (ii) reflecting the
new article references in the Companies
Act and (iii) updating the German
translation of such Articles and
adjusting certain inconsistencies between
the English version and the German
translation.
If approved, the amendment and
restatement of the Articles proposed here
above shall be enacted by a Luxembourg
notary in the course of the Meeting.
III. *Total amount of shares*
On the date of the convening of the Meeting,
the Company's subscribed share capital equals
EUR 1,597,059.50, represented by 21,294,123
shares without nominal value, all of which are
fully paid up. Each share carries one vote. The
total number of voting rights is therefore
21,294,123. In order to meet the quorum set out
under item I., 10,647,062 shares of the Company
must be present or represented at the Meeting.
IV. *Available information and documentation*
The following information is available on the
Company's website under
www.corestate-capital.com
in the segment 'Investor Relations' >
'Corporate Governance' > 'Annual General
Meeting' and at the Company's registered office
in Luxembourg, as of the day of the publication
of this convening notice:
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 2017 annual
accounts, the management report and the
supervisory board report and the auditor
reports on the stand alone and
consolidated accounts);
b) this convening notice including the
Schedule 1 and Schedule 2;
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.
V. *Attendance*
Each shareholder shall, on or before the Record
Date (as defined below) indicate to the Company
his/her/its intention to participate at the
Meeting.
The participation at the Meeting and the
exercise of voting rights attached to the
shares held by a shareholder is determined in
relation to the number of shares held by each
shareholder at 00:00 a.m. (CEST) on the 14th
day prior to the Meeting (13 April 2018) (the
*Record Date*). Shareholders must produce an
attestation from their depository bank stating
the number of shares held by the shareholder on
the Record Date in order to be permitted to
participate at the Meeting. Attestations must
be received by Corestate Capital Holding S.A.
(by fax or e-mail) on 21 April 2018 at 11:59
p.m. (CEST) at the latest, followed by the
original by regular mail to:
Corestate Capital Holding S.A.
c/o Link Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
fax: +49 (0)89 210 27-289
agm@linkmarketservices.de
Attestation forms are available on the website
of Corestate Capital Holding S.A. under
www.corestate-capital.com
in the segment 'Investor Relations' >
'Corporate Governance' > 'Annual General
Meeting'.
VI. *Representation*
Shareholders may appoint a proxy holder in
writing, who does not need to be a shareholder
of the Company, to attend the Meeting on their
behalf. In order for the proxy form to take
effect, the Company must be provided with an
attestation by the depository bank relating to
the shareholder and proving his status as
shareholder at the beginning of the annual
general meeting of the Company at the latest.
The duly completed and signed proxy form (by
fax or e-mail) must be received by the Company
on 21 April 2018 at 11:59 p.m. (CEST) at the
latest, followed by the original by regular
mail to the address mentioned under item V.
(Attendance) above.
Exercise of voting rights of shares in
connection with proxy forms received after such
date will not be possible.
Proxy forms are available on the website of
Corestate Capital Holding S.A. under
www.corestate-capital.com
in the segment 'Investor Relations' >
'Corporate Governance' > 'Annual General
Meeting'.
VII. *Vote by correspondence*
Shareholders may also vote by correspondence by
way of the attached form. Please note that such
form must be fully completed, signed and sent
back to the Company in _two originals_. Voting
forms which do not specify how a vote shall be
counted or if the vote is retained, are void
(_nul_). Voting forms must in any event include
an attestation from the depository bank stating
the number of shares held by the shareholder on
the Record Date (see V. Attendance) as
attachment.
The duly completed and signed voting forms (by
fax or e-mail) must be received by the Company
on 21 April 2018 at 11:59 p.m. (CEST) at the
latest, followed by the original by regular
mail to the address mentioned under item V.
(Attendance) above.
Exercise of voting rights of shares in
connection with voting forms received after
such date will not be possible.
Voting forms are available on the website of
Corestate Capital Holding S.A. under
www.corestate-capital.com
in the segment 'Investor Relations' >
'Corporate Governance' > 'Annual General
Meeting'.
VIII. *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 or table draft resolutions for
items included or to be included on the agenda
of the Meeting by sending such requests (by fax
or e-mail) at the latest on 4 April 2018 at
11:59 p.m. (CEST) to the address mentioned
under item V. (Attendance) above.
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.
If you have questions regarding the AGM feel free to
call our AGM-hotline +49/89/21027-222 or send us an
e-mail at
agm@linkmarketservices.de
(hotline available from 9 a.m. to 5 p.m. except holidays
in Luxemburg or Germany).
IX. *Language*
Please note that the Meeting will be held in
German language.
Please take note of the schedules to this convening
notice.
Luxemburg, March 2018
*Corestate Capital Holding S.A., Société Anonyme*
_The Management Board_
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Sprache: Deutsch
Unternehmen: CORESTATE CAPITAL HOLDING S.A.
4, rue Jean Monnet
2180 Luxembourg
Luxemburg
E-Mail: ir@corestate-capital.com
Internet: http://www.corestate-capital.com
Ende der Mitteilung DGAP News-Service
668211 2018-03-23
(END) Dow Jones Newswires
March 23, 2018 10:06 ET (14:06 GMT)
