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DGAP-HV: CORESTATE CAPITAL HOLDING S.A.: -2-

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

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 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 
 
2017-04-13 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, 
Corporate News/Finanznachrichten und Pressemitteilungen. 
Medienarchiv unter http://www.dgap.de 
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)

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