DJ DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 02.05.2018 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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DGAP-News: exceet Group SE / Bekanntmachung der Einberufung zur
Hauptversammlung
exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am
02.05.2018 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2018-03-29 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
exceet Group SE
Société européenne Registered Office: 115, avenue
Gaston Diderich, L-1420 Luxembourg R.C.S. Luxembourg B
148.525 Convening Notice Notice is hereby given to the
holders of shares of *exceet Group SE* (the
'*Company*') that the
*ANNUAL GENERAL SHAREHOLDERS' MEETING*
*and an*
*EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING*
will be held on 2 May 2018 at 12:00 (noon) CEST.
The annual general shareholders' meeting and the
extraordinary general shareholders' meeting will be
held at Légère Hotel Luxembourg SA, 11, rue Gabriel
Lippmann, Parc d'Activité Syrdall, L-5365 Munsbach
Luxembourg.
At the aforementioned *annual general shareholders'
meeting*, the shareholders shall deliberate and vote on
the following agenda items:
AGENDA
1. Presentation of the report of the independent
auditor on the annual accounts for the
financial year ended on 31 December 2017 to
the general meeting;
2. Approval of the annual accounts for the
financial year ended on 31 December 2017;
3. Allocation of the result;
4. Presentation of the management report issued
by the board of directors and the report of
the independent auditor on consolidated
accounts for the financial year ended on 31
December 2017 to the general meeting;
5. Approval and, to the extent necessary,
ratification of the consolidated accounts for
the financial year ended on 31 December 2017;
6. (i) Discharge to be granted to the members of
the board of directors; (ii) acknowledgement
of the resignations of Mr. Hans Hofstetter,
Dr. Hagen Hultzsch and Mr. Dirk-Jan van
Ommeren as directors of the Company, and
(iii) appointment of Mr. Klaus Röhrig, Mr.
Florian Schuhbauer and Mr. Jan Klopp the new
directors of the Company until the annual
general meeting approving the annual accounts
for the financial year ending on 31 December
2018;
7. Approval and, to the extent necessary,
ratification of the remuneration of the board
of directors and the executive officers for
the financial year ended on 31 December 2017
and for the financial year ending on 31
December 2018;
8. Renewal of the mandate of
PricewaterhouseCoopers, _société
cooperative_, Luxembourg as independent
auditor (_réviseur d'entreprises agréé) _of
the Company until the annual general meeting
approving the annual accounts for the
financial year ending on 31 December 2018;
9. Miscellaneous.
_Quorum and Majorities_
Pursuant to the Company's articles of association and
the law, the annual general meeting of shareholders
will deliberate validly regardless of the number of
shares present or represented. Decisions related to all
items on the agenda of the annual general meeting of
shareholders will be passed by a simple majority of the
votes validly cast at the annual general shareholders'
meeting.
At the aforementioned *extraordinary general
shareholders' meeting*, the shareholders shall
deliberate and vote on the following agenda item:
AGENDA
1. Transfer of the registered office of the
Company.
2. Restatement of the articles of association.
_Quorum and Majorities_
Pursuant to the Company's articles of association and
the law, the extraordinary general meeting of
shareholders will deliberate validly only if a quorum
of at least fifty percent (50%) of the share capital is
present or represented. Decisions related in the agenda
of the extraordinary general meeting of shareholders
will be passed by a majority of at least two-thirds
(2/3) of the votes validly cast at the extraordinary
general meeting of shareholders.
_Right to Amend the Content of the Agenda_
Pursuant to the Company's articles of association, and
the Luxembourg law of 24 May 2011 on certain rights of
shareholders in listed companies (the '*Luxembourg
Shareholders' Rights Law*'), which implemented the
European Union Directive on Shareholders' Rights
(2007/36/EC) (the '*Shareholders' Rights Directive*')
and involved certain changes to the procedures for
calling and conducting general shareholders' meetings,
one or several shareholders representing at least five
percent (5%) of the Company's share capital may request
the adjunction of one or several items to the agenda of
the annual general shareholders' meeting, provided that
the request is accompanied by a justification of or
draft resolution(s). Pursuant to Article 4 of the
Luxembourg Shareholders' Rights Law and the Company's
articles of association, such request and justification
of or draft resolution(s) must be received at the
Company's registered office by registered letter or by
e-mail (to the attention of the board of directors, 115
avenue Gaston Diderich, L-1420 Luxembourg) or
electronic means (to: i.himbert@exceet.lu) at least
twenty-two (22) days prior to the date of the relevant
general meeting of shareholders, i.e. on 10 April 2018
accompanied by a proof of the shareholding of such
shareholder(s) and the address or e-mail address which
the Company may use in order to deliver the
acknowledgment of receipt of such request. The Company
must acknowledge reception of such request within
forty-eight (48) hours of receipt of such request. In
case such request entails a modification of the agenda
of the relevant general shareholders' meeting, the
Company is going to make an amended agenda available at
the latest fifteen (15) days prior to the relevant
general meeting, _i.e. _on 17 April 2018.
_Documents_
Copies of the proposals of the resolutions of the
*annual general shareholders' meeting *and copies of
the proposals of the resolutions of the *extraordinary
general shareholders' meeting* as well as the documents
related to the aforementioned items on the agenda will
be on display for inspection by the shareholders on the
Company's website (www.exceet.ch/investor-relations)
and at the registered office of the Company as from 29
March 2018.
Upon request to i.himbert@exceet.lu copies of the
above-mentioned documents are going to be mailed to the
shareholders.
_Share Capital of the Company_
The Company's issued share capital is set at three
hundred eleven thousand nine hundred sixty euro and
sixteen cents (EUR 311,960.16) represented by twenty
million five hundred twenty-three thousand six hundred
ninety-five (20,523,695) Class A Shares.
Each share entitles the holder thereof to one vote.
_Right to Participate in the Annual General
Shareholders' Meeting and Extraordinary General
Shareholders' Meeting_
According to Article 5 of the Luxembourg Shareholders'
Rights Law, the record date for *general meetings of
shareholders* of listed companies incorporated under
the laws of the Grand Duchy of Luxembourg has been set
to fourteen (14) days prior to the date of the
corresponding general shareholders' meeting. Therefore,
any shareholder who holds one or more shares of the
Company on 18 April 2018 at 24:00 (midnight) CEST (the
'*Record Date*') and registers for the meetings (please
see below section '_Registration for the Annual General
Shareholders' Meeting and Registration for the
Extraordinary General Shareholders' Meeting_') and
provides the certificate specified below, shall be
admitted to participate and vote in the annual general
shareholders' meeting as well as in the extraordinary
general shareholders' meeting.
All shareholders wishing to participate (in person, or
by voting through proxy or voting form) in the annual
general shareholders' meeting and/or the extraordinary
general shareholders' meeting of the Company shall
notify the Company thereof at the latest on the Record
Date in writing by mail, fax or by e-mail.
Shareholders (whose Shares are held in book-entry form
through the operator of a securities settlement system
or with a professional depositary or sub-depositary
designated by such depositary) should request from
their operator or depositary or sub-depositary a
certificate certifying the number of shares recorded in
their account on the Record Date.
In addition to the aforementioned registration, to
participate and vote in the annual general
shareholders' meeting and/or the extraordinary general
shareholders' meeting, such Shareholders (whose Shares
are held in book-entry form through the operator of a
securities settlement system or with a professional
depositary or sub-depositary designated by such
depositary) shall submit a copy of the certificate via
their custodian bank by mail, by fax or by e-mail to
the Centralizing Agent in the period from 18 April 2018
at 24:00 (midnight) CEST until 26 April 2018, at 12:00
(noon) CEST.
The Centralizing Agent of the Company is the following:
_Deutsche Bank Aktiengesellschaft_
_Attn.: Trust and Agency Services/Post IPO Services_
_Taunusanlage 12_
_D-60325 Frankfurt am Main_
_Germany _
_Fax: +49/69 910-38794_
_Email: dct.tender-offers@db.com_
Any shareholder and/or proxy holder participating in
the annual general shareholders' meeting and/or the
extraordinary general shareholders' meeting in person
shall carry proof of identity at the annual general
shareholders' meeting and the extraordinary general
shareholders' meeting.
_Registration for the Annual General Shareholders'
Meeting and/or the Extraordinary General Shareholders'
Meeting_
Shareholders wishing to participate in the annual
general shareholders' meeting and/or the extraordinary
general shareholders' meeting need to register for the
annual general meeting by submitting their registration
by mail, fax or by e-mail by 18 April 2018 at 24:00
(midnight) CEST to the Centralizing Agent of the
Company at the address referred to above.
Registration forms are provided on the website of the
Company (www.exceet.ch/investor-relations) which should
be used. Shareholders having registered for the *annual
general shareholders' meeting *and/or the
*extraordinary general shareholders' meeting *may
provide proxy or voting forms in case they do not wish
to participate in person in the *annual general
shareholders' meeting* and/or the *extraordinary
general shareholders' meeting *by 26 April 2018 at
12:00 (noon) CEST (see below section
*'*_Representation_*').*
_Representation_
In the event that any shareholder appoints another
person, shareholder or not, as his proxy to vote on his
behalf, the completed and executed proxy should be
submitted by mail, fax or by e-mail to the Centralizing
Agent of the Company no later than 26 April 2018 at
12:00 (noon) CEST and should be accompanied by the
proof of shareholding.
Proxy forms provided on the website of the Company
(www.exceet.ch/investor-relations) may be used and only
signed proxy forms will be taken into account. One
person may represent more than one shareholder.
Shareholders having submitted a proxy form and
registered in due time but who wish to revoke such
proxy form may do so by timely providing a later dated
proxy form or by cancelling the proxy form in writing
to the Centralizing Agent of the Company at the address
referred to above.
_Voting Forms_
Shareholders having registered for the *annual general
shareholders' meeting* and/or the *extraordinary
general shareholders' meeting *but who do not wish to
participate in person may also vote through a voting
form in the *annual general shareholders' meeting
*and/or the *extraordinary general shareholders'
meeting*. The voting form may be submitted by mail, by
fax or by e-mail to the Centralizing Agent of the
Company no later than 26 April 2018 at 12:00 (noon)
CEST and should be accompanied by the proof of
shareholding (see above section '_Right to Participate
in _the *Annual General Shareholders' Meeting *and/or
*Extraordinary General Shareholders' Meeting*'). Only
voting forms provided by the Company on its website
(www.exceet.ch/investor-relations) may be used and only
signed voting forms will be taken into account.
Shareholders having submitted a voting form and
registered in due time but who wish to revoke such
voting form may do so by timely providing a later dated
proxy or voting or cancelling the voting form in
writing to the Centralizing Agent of the Company at the
address referred to above.
_Language_
The meeting will be held in the English language.
Luxembourg, in March 2018
_For the board of directors of the Company_
2018-03-29 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
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Sprache: Deutsch
Unternehmen: exceet Group SE
115, avenue Gaston Diderich
1420 Luxembourg
Luxemburg
E-Mail: i.himbert@exceet.lu
Internet: http://www.exceet.ch
Ende der Mitteilung DGAP News-Service
670587 2018-03-29
(END) Dow Jones Newswires
March 29, 2018 09:06 ET (13:06 GMT)
