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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
26.04.2019 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
2019-03-25 / 15:02
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber 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
Luxembourg, March 2019
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 26 April 2019
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 amendments of the Articles proposed under items 9 and 10 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 votes expressed by the
shareholders duly present or represented, except with regard to agenda items 9
and 10, for which a majority of 66.67% of the votes expressed by the
shareholders duly present or represented shall apply.
II. *Agenda*
01 *Presentation of the stand-alone annual
accounts of the Company for the financial
year 2018, of the approved consolidated
financial statements for the financial
year 2018 as well as the management
report for the financial year 2018*
The supervisory board of the Company (the
*Supervisory Board*) has not made any
comments to the stand-alone annual
accounts or the consolidated financial
statements for the financial year 2018 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 profit of the
Company made with respect to the
financial year 2018 and allocation to the
legal reserve*
The Management Board proposes that the
Meeting acknowledges that the Company
made a profit with respect to the
financial year 2018 in an aggregate
amount of EUR 41,558,273.58 (the
*Profit*).
The Management Board proposes that the
Meeting resolves to (i) set off the
Profit against the losses carried forward
from the previous financial year, (ii)
subsequently allocate an amount of EUR
65,578.05 out of the balance to the legal
reserve of the Company, in accordance
with article 461-1 of the Companies Act,
and (iii) carry forward the balance of
profits in an aggregate amount of EUR
35,981,685.53 to the next financial year.
03 *Distribution out of the freely
distributable reserves of the Company*
The Management Board proposes that the
Meeting resolves to approve a
distribution out of the freely
distributable reserves of the Company in
an aggregate amount of EUR 53,386,042.50
(corresponding to EUR 2.50 per issued
share of the Company), to the
shareholders of the Company (the
*Distribution*). In view of a potential
share buy-back program, the number of
shares of the Company entitled to receive
a distribution could decrease in the
period up to the date on which the
proposed resolution on the Distribution
is passed, in which case the amount of
the Distribution per issued share of the
Company shall remain at EUR 2.50, but the
existing proposed Distribution resolution
shall automatically be adjusted
accordingly, to reflect the decrease in
the aggregate Distribution amount. The
approved Distribution shall be payable
within 3 business days as of the Meeting.
04 *Discharge (* _quitus_ *) to each of the
members of the Management Board for the
financial year 2018*
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
2018, except for Dr Michael Bütter, who
shall not be granted such discharge
(_quitus_).
05 *Discharge (* _quitus_ *) to each of the
members of the Supervisory Board for the
financial year 2018*
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 2018.
06 *Appointment of a new member of the
supervisory board*
The Management Board proposes to the
Meeting to appoint Mr Jon Lurie, residing
in London, England, as a new member of
the Supervisory Board of the Company for
a term of office ending after the annual
general meeting of the Company which will
be held in 2021.
Further information about the proposed
candidate is available on the homepage at
www.corestate-capital.com
under 'Investor Relations' and 'Annual
General Meeting' and will be available
for inspection during the Meeting. A
curriculum vitae for the proposed
candidate, providing information about
his relevant knowledge, skills and
experience, together with a list of
relevant activities besides the
Supervisory Board position forming the
subject of this election, is attached as
Schedule 1 to this convening notice.
07 *Appointment of the independent auditor
(* _cabinet de révision agréé_ *) for the
financial year 2019*
The Supervisory Board proposes to the
Meeting to appoint Ernst & Young SA,
represented by partner Pavel Nesvedov, as
independent auditor (_cabinet de révision
agréé_) for the stand-alone annual
accounts and consolidated financial
statements of the Company for the
financial year 2019, 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.
08 *Authorisation to the Management Board to
buy back shares of the Company*
The Management Board proposes to the
Meeting to grant all powers to the
Management Board to buy back 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 that the aggregate
nominal amount of the shares of the
Company which may be acquired may not
exceed 10% of the aggregate nominal
amount of the issued share capital of the
Company from time to time, at the date of
exercise of the present authorisation.
In each individual case, the buyback is
to be conducted, at the choice of the
Management Board, (i) through the stock
exchange or (ii) by means of a purchase
offer addressed to all shareholders:
(i) To the extent that the buyback is
conducted through the stock
exchange, the repurchase price per
share (excluding any ancillary
buyback costs and without any tax
gross-up obligation) paid by the
Company may not exceed or fall
short of, by more than 10%, of the
volume-weighted average of the
auction closing prices of shares of
the same class of the Company in
Xetra trading (or a functionally
comparable successor system to the
Xetra system) at the Frankfurt
Stock Exchange on the last three
exchange trading days before the
respective commitment to acquire.
(ii) To the extent that the buyback is
conducted through a purchase offer
addressed to all shareholders (the
*Offer*), the repurchase price per
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March 25, 2019 10:02 ET (14:02 GMT)
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