DGAP-News: ADO Properties S.A.: Bekanntmachung der Einberufung zur Gesellschafterversammlung (deutsch)

ADO Properties S.A.: Bekanntmachung der Einberufung zur Gesellschafterversammlung

DGAP-News: ADO Properties S.A. / Schlagwort(e): Hauptversammlung
ADO Properties S.A.: Bekanntmachung der Einberufung zur
Gesellschafterversammlung

11.03.2019 / 12:51
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

ADO Properties S.A.
Société anonyme
1B Heienhaff, L-1736 Senningerberg
Grand Duchy of Luxembourg
RCS Luxembourg: B197554
(the "Company")

     CONVENING NOTICE
The shareholders of the Company
are invited to attend a
General Meeting of Shareholders
(the "GM")
at 1.p.m. CET on Thursday, 11 April 2019 at Aerogolf Center, 1B Heienhaff,
L-1736 Senningerberg, Grand Duchy of Luxembourg
in order to deliberate on the following matters:

AGENDA AND PROPOSED RESOLUTIONS

1. Presentation of a special report of the board of directors (the "Board")
of the Company (as required pursuant to Article 441-7 of the Luxembourg law
of 10 August 1915 on commercial companies, as amended) on any transactions,
considered at Board meetings or by circular Board resolutions, since the
last general meeting of the Company, in respect of which any of the
directors declared to have an interest conflicting with that of the Company,

No resolution required

2. Approval, ratification and confirmation of the appointment of Mr David
Daniel (aged 48, a real estate appraiser, Tel Aviv/Israel) as director of
the Company and executive vice-chairman of the Board decided by co-optation
of the Board at its meeting on 24 January 2019 with such appointment to run
from 24 January 2019 until the annual general meeting to take place in the
year 2023 and approval of the Company's entry into a service agreement with
Mr. David Daniel (the "Service Agreement") and of his remuneration of up to
EUR 400,000.00.

Draft resolution:

The General Meeting approves, ratifies and confirms the appointment of Mr
David Daniel as a director of the Company and executive vice-chairman which
was decided by co-optation of the Board on 24 January 2019 following the
resignation of Mr Shlomo Zohar on 15 December 2018. The appointment is
confirmed to run from 24 January 2019 until the annual general meeting to
take place in the year 2023.

After having reviewed the principal terms of remuneration of Mr David Daniel
(the "Remuneration Terms"), the General Meeting approves the Company's entry
into the Service Agreement on the basis of those Remuneration Terms,
including the annual remuneration set out therein of up to EUR 400,000.00
(which, according to the Remuneration Terms, accrues from 24 January 2019).

*****

FOR THE AVOIDANCE OF DOUBT THE GM WHICH IS THE SUBJECT OF THIS CONVENING
NOTICE IS NOT THE ANNUAL GENERAL MEETING OF THE COMPANY WHICH IS EXPECTED TO
BE HELD LATER IN 2019

I AVAILABLE INFORMATION AND DOCUMENTATION

The following information is available on the Company's website
http://www.ado.properties/ and at the Company's registered office in
Luxembourg as from the date of publication of the convening notice in the
Luxembourg Official Gazette (Receuil Electronique des Sociétés et
Associations) and in the Luxembourg newspaper WORT:-

- this convening notice for the GM

- the total number of shares and voting rights at the date of the convening
notice

- the Special Report

- the Remuneration Terms and curriculum vitae of Mr David Daniel

- the draft resolutions in relation to each of the above agenda points to be
adopted at the GM, or where no resolution is proposed to be adopted, a
comment from the board of directors; and

- the proxy and voting form to be used if voting by proxy or by
correspondence (the "Proxy and Voting Form")

Shareholders may obtain a copy of the full text of any document to be made
available by the Company at the GM and draft resolutions proposed to be
adopted by the GM upon request by mail, fax or email to BNP Paribas
Securities Services, Luxembourg Branch, in its capacity as mandated agent of
the Company ("BNP Paribas").

II QUORUM AND VOTING

The GM will validly deliberate on all resolutions on the agenda regardless
of the number of shareholders present and of the number of shares
represented, and the resolutions relating to these agenda items will be
adopted by a simple majority of the votes validly cast by shareholders
present or represented. Each share is entitled to one vote.

III RIGHT OF SHAREHOLDERS TO ADD ITEMS TO THE AGENDA OR TO TABLE ALTERNATIVE
RESOLUTIONS

Shareholders holding individually or collectively at least 5% of the issued
share capital of the Company have the right (a) to add new items on the
agenda of the GM and/or (b) to table draft resolutions regarding items
included or to be included in the agenda of the GM.

Such requests must be in writing and sent to BNP Paribas by post or fax (see
contact details in Section VI below) or by email to
[e-mail]. They must be accompanied by a
justification or a draft resolution to be adopted at the GM and must
indicate the postal or electronic address at which the Company or BNP
Paribas (as the Company's agent) may acknowledge receipt of these requests.
The requests must be accompanied by proof (in the form of a certificate
issued the bank, the custodian, professional securities' depositary or the
financial institution where the shares are on deposit) that the
shareholder(s) hold the required number of shares on the date of the request
(i.e. at least 5%). The new agenda points/draft resolutions will only be
considered by the GM if the requesting shareholder(s) holds the requisite
number of shares also on the Record Date (as defined below).

Any such request and accompanying documents from shareholders must be
received by BNP Paribas, not later than the 22nd day before the GM (i.e. not
later than Wednesday, 20 March 2019).

The Company or BNP Paribas as the Company's agent, shall acknowledge receipt
of any such requests within 48 hours of receipt.

The Company shall publish a revised agenda at the latest on the 15th day
before the GM (i.e. Wednesday, 27 March 2019).

IV RIGHT TO ASK QUESTIONS

Every shareholder has the right to ask questions concerning items on the
agenda of the GM during the GM. The Company will respond to such questions
on a best efforts basis subject to the measures which it may take to ensure
the identification of shareholders, the good order of the GM and its
preparation and the protection of confidentiality and the Company's business
interests. The Company may, at its discretion, reply to such questions
either globally or individually, during the GM.

V PARTICIPATION TO THE GM

The rights of shareholders to participate to the GM and exercise voting
rights are subject to such shareholders being shareholders of the Company at
midnight (24:00) Luxembourg time on Thursday, 28 March 2019 (the "Record
Date", i.e. the day falling fourteen (14) days before the date of the GM).

In order to participate to the GM, a shareholder must:-

(i) indicate his/her/its intention to participate at the latest by 24:00 CET
on Thursday, 28 March 2019, the Record Date. This confirmation of
participation must be given in writing (by post or fax (see contact details
in Section VI below) or by email to [e-mail]) by a
shareholder directly or someone on its behalf to BNP Paribas;

(ii) procure that a Shareholding Confirmation Certificate is received by BNP
Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019. This
"Shareholding Confirmation Certificate" must indicate the shareholder's name
and the number of Company shares held at midnight (24:00) Luxembourg time on
the Record Date. The Shareholding Confirmation Certificate shall be issued
by the bank, the custodian, professional securities' depositary or the
financial institution where the shares are on deposit. A template form can
be downloaded from the Company's website at http://www.ado.properties/, and

(iii) depending on whether the shareholder wishes to participate/ vote at
the GM:-

1. by attendance in person, he/she/it must simply attend the GM and identify
himself/herself with a valid identification card (noting that the
Shareholding Confirmation Certificate must already have been sent to BNP
Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019); or

2. by appointing a proxy of his/her/its choice to exercise his/her/is voting
rights, he/she/it must complete and sign the Proxy and Voting Form,
excluding section 2, 3 and 4 and return that form to BNP Paribas at the
latest by midnight (24:00 CET) on Tuesday, 9 April 2019 (together with the
Shareholding Confirmation Certificate mentioned above); or

3. by appointing a proxy nominated by the Company to execute voting rights
according to explicit instructions, he/she/it must complete and sign the
Proxy and Voting Form, excluding section 1 and 3 and return that form to BNP
Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019
(together with the Shareholding Confirmation Certificate mentioned above);

4. by voting by correspondence, he/she/it must complete and sign the Proxy
and Voting Form, excluding section 1 and 2 and return that form to BNP
Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019
(together with the Shareholding Confirmation Certificate mentioned above);

The Proxy and Voting Form may be downloaded from the Company's website at
http://www.ado.properties/

Persons designated as proxyholder in accordance with section 1 of the Proxy
and Voting Form must provide proof of their identity in form of a valid
passport or identity card at the GM.

VI CONTACT DETAILS OF BNP PARIBAS

The contact details of the agent duly mandated by the Company to receive
confirmation of participation to the GM and to receive the Shareholding
Confirmation Certificate, the Proxy and Voting Form, proposals of additional
agenda items and proposed resolutions pursuant to this convening notice are
as follows:-

BNP Paribas Securities Services, Luxembourg Branch

Corporate Trust Services

60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg

Postal address:- L-2085 Luxembourg, Grand Duchy of Luxembourg

Tel:[phone] Fax:- [phone]

Email: [e-mail]

Signed on 6 March 2019 for publication no later than 11 March 2019

The Board of Directors

Mr. Florian Goldgruber

(Authorised Signatory)

11.03.2019 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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Sprache:        Deutsch
   Unternehmen:    ADO Properties S.A.
                   1B Heienhaff
                   1736 Senningerberg
                   Luxemburg
   Telefon:        [phone]
   Fax:            [phone]
   E-Mail:         [e-mail]
   Internet:       www.ado.properties
   ISIN:           LU1250154413
   WKN:            A14U78
   Indizes:        SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT
                   Developed Europe Index, FTSE EPRA/NAREIT Germany Index
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
                   München, Stuttgart, Tradegate Exchange; London, Börse
                   Luxemburg, SIX

   Ende der Mitteilung    DGAP News-Service
786005 11.03.2019

	 ISIN  LU1250154413

	AXC0137    2019-03-11/12:51