DJ DGAP-HV: CORESTATE CAPITAL HOLDING S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 28.04.2017 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 28.04.2017 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2017-04-13 / 15:05
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 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 28 April 2017
at 10:00 a.m. CEST
at 35D, Avenue John F. Kennedy, 1855 Luxembourg,
Luxembourg
(access to underground parking via Rue
Nicolaus Copernicus. Please note that major
construction works are currently taking place
on Avenue John F. Kennedy)
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
item 12 of the below agenda being an
extraordinary matter, 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.
II. *Notification regarding formal requirements of
the convening notice*
Given that the shares of the Company are
currently traded on a non-regulated market, it
shall be noted that article 10.3 of the
Articles is not applicable to the present
convening notice.
III. *Agenda*
01 _Welcome, Determination of the due
constitution of the meeting by the
chairman of the supervisory board_
02 _Election of the chairman of the Meeting
by the shareholders_
It is proposed to elect Micha Blattmann,
chairman of the supervisory board of the
Company (the *Supervisory Board*), as
chairman of the present Meeting.
03 _Designation of the secretary of the
meeting by the Chairman_
04 _Election of the scrutineer of the
Meeting by the shareholders_
05 _Presentation of the stand-alone annual
accounts of the Company for the financial
year 2016, of the approved consolidated
financial statements for the financial
year 2016 as well as the management
report for the financial year 2016_
The Supervisory Board has not made any
comments to the stand-alone annual
accounts or the consolidated financial
statements for the financial year 2016 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 74 of
the Luxembourg law on commercial
companies dated 10 August 1915, as
amended.
06 _Utilisation of profits_
The Management Board and the Supervisory
Board propose to the Meeting to carry
forward the profit of the financial year
2016 in an aggregate amount of EUR
13,890,184.89 to the next financial year.
07 _Distribution out of the capital
reserves_
The Management Board and the Supervisory
Board propose to the Meeting to approve a
distribution out of the existing capital
reserves of the Company in an aggregate
amount of EUR 13,606,999 (corresponding
to EUR 1 per issued share of the Company)
to the shareholders.
08 _Discharge (_ _quitus_ _) to each of the
members of the Management Board for the
financial year 2016_
The Management Board and the Supervisory
Board propose to the Meeting to grant
discharge (_quitus_) to the 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 2016.
09 _Discharge (_ _quitus_ _) to each of the
members of the Supervisory Board for the
financial year 2016_
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 2016.
10 _Extension of the mandates of the current
members of the Supervisory Board_
The Management Board and the Supervisory
Board further propose to the Meeting to
extend the mandates of the current
members of the Supervisory Board until
the annual general meeting of the Company
held in 2020.
11 _Appointment of the independent auditor
(_ _cabinet de révision agréé_ _) for the
financial year 2017_
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 2017, 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.
12 _Authorisation of a new authorised
capital of the Company and subsequent
amendment of the Articles_
Presentation of the report of the
Management Board authorising a limitation
of the pre-emptive rights of the
shareholders of the Company (the *Board
Report*) in accordance with article
32-3(5) of the law dated 10 August 1915
on commercial companies (as amended), and
authorising of a new authorised capital
in an amount of EUR 2,000,000
(represented by a maximum of 26,666,666
shares without nominal value in the
Company) for a duration of 5 years
following the date of the present
Meeting, and subsequent amendment of
article 5.5 of the Articles.
Each shareholder may request to receive a
copy of the Board Report from the Company
during the convening period.
If approved, the amendment of the
Articles proposed here above shall be
enacted by a Luxembourg notary in the
course of the Meeting.
IV. *Total amount of shares*
On the date of the convening of the Meeting,
the Company has issued 13,606,999 shares. In
order to meet the quorum set out under item 1,
6,803,500 shares of the Company must be present
or represented at the Meeting. Each share
entitles its holder to one vote.
V. *Attendance*
The participation at the Meeting and the
exercise of voting rights 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 (14 April 2017) (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.
Attestation forms are available on the website
of Corestate Capital Holding S.A. under
www.corestate-capital.com in the segment
'Investor Relations' > 'Dates & Events' >
'Annual General Meeting'. 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).
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. Copies of the written proxy forms sent
by fax or e-mail will be accepted as proof of
such proxy at the Meeting. 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.
Proxy forms are available on the website of
Corestate Capital Holding S.A. under
www.corestate-capital.com in the segment
'Investor Relations' > 'Dates & Events' >
'Annual General Meeting'. 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).
VII. *Vote by correspondence*
Shareholders may also vote by correspondence by
(MORE TO FOLLOW) Dow Jones Newswires
April 13, 2017 09:06 ET (13:06 GMT)
way of the form available on the website of
Corestate Capital Holding S.A. (see below).
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_). Copies of
the voting forms sent by Fax or E-mail will be
accepted as proof of such voting forms at the
Meeting. 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. In order to be considered, voting
forms must have been received by the Company at
least 72 hours prior to the Meeting (25 April
2017, 10:00 a.m. CEST), in accordance with
article 10.7 of the Articles.
Voting forms are available on the website of
Corestate Capital Holding S.A. under
www.corestate-capital.com in the segment
'Investor Relations' > 'Dates & Events' >
'Annual General Meeting'. 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).
VIII. *Language*
Please note that the Meeting will be held in
German language.
Please take note of the schedules to this convening notice.
Luxemburg, April 2017
*Corestate Capital Holding S.A., Société Anonyme*
_The Management Board_
*Corestate Capital Holdings S.A.*
_Société anonyme_
Registered office: 4, rue Jean Monnet, 2180 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 199780
(the *Company*) _____________________________________________________________
REPORT OF THE MANGEMENT BOARD OF THE COMPANY TO THE ANNUAL
GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY
TO BE HELD ON 28 APRIL 2017
______________________________________________________________________________
_
Dear Shareholders,
In accordance with article 32-3(5) of the Luxembourg law on commercial
companies dated 10 August 1915 as amended (the *Law*), the management board of
the Company (the *Board*) submits for your review this report on the proposal
to be made at the annual general meeting of the shareholders of the Company to
be held on 28 April 2017 (the *Meeting*) regarding the set-up of a new
authorised share capital of the Company in an amount of EUR 2,000,000,
represented by 26,666,666 shares without a nominal value, and the
authorisation to be granted to the Board to cancel or limit the pre-emptive
rights of the shareholders set out in the Law in connection with such
authorised capital (the *Authorisation*).
1. *PURPOSE OF THE AUTHORISATION*
The purpose of the Authorisation is to allow
the Board to create a larger equity base of
the Company by way of issuance of rights,
options, convertible instruments or by way of
direct share issues (whether on a regulated
or unregulated market), i.e. by share
offerings, whether or not made to the
existing shareholders of the Company.
The Authorisation could in particular,
without limitation, be used in order to:
* engage in restructuring programmes, public
offerings, acquisition (private or public)
or merger transactions, or, generally,
additional equity financing programmes;
* increase the share capital by
incorporation of reserves or issuance
premium; or
* remunerate shareholders by way of a
distribution in kind.
The Board shall further be allowed to rely on
the Authorisation to implement an employee
stock option plan and/or the remuneration of
senior management.
All these cases referred to above might call
for immediate and flexible action, in order
to react quickly and efficiently to
fluctuations in the market and to the
particular needs of the Company under certain
internal or external circumstances. As such,
it is necessary to create an accelerated
procedure as opposed to the requirement to
convene a general shareholders' meeting.
2. *AUTHORISATION TO CANCEL OR RESTRICT THE
SHAREHOLDERS' PRE-EMPTIVE RIGHTS*
As regards the authorisation to cancel or
restrict the shareholders' pre-emptive
rights, the Board deems such authorisation to
be indispensable to achieve the goals as
described above.
3. *ISSUE PRICE*
The issue price of the new shares to be
issued under the Authorisation will in each
case correspond at least to the accounting
par value of the existing shares (at the time
of the respective issuance of any such new
shares or at the time of the grant of options
or issue of other securities or instruments
convertible into shares, as the case may be).
The Board may decide, at its discretion but
always subject to the corporate interest of
the Company, to issue new shares under the
Authorisation at a price which is higher than
the accounting par value of the existing
shares (at the time of the respective
issuance of any such new shares).
*March 2017*
The Board
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Sprache: Deutsch
Unternehmen: CORESTATE CAPITAL HOLDING S.A.
4, rue Jean Monnet
2180 Luxembourg
Luxemburg
E-Mail: andreas.wahl-ulm@corestate-capital.com
Internet: http://www.corestate-capital.com
Ende der Mitteilung DGAP News-Service
564933 2017-04-13
(END) Dow Jones Newswires
April 13, 2017 09:06 ET (13:06 GMT)
