DJ DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 16.05.2019 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
16.05.2019 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2019-04-12 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
exceet Group SE
Société européenne Registered Office: 17, rue de
Flaxweiler, L-6776 Grevenmacher _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
will be held on 16 May 2019 at 12:00 (noon) CEST.
The annual 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 31 December
2018 to the general meeting;
2. Approval of the annual accounts for the
financial year ended 31 December 2018;
3. Allocation of the result;
4. Presentation to the general meeting 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 31 December 2018;
5. Approval of the consolidated accounts for
the financial year ended 31 December 2018;
6. Discharge to be granted to the members of
the board of directors for the exercise of
their mandates during the financial year
ended 31 December 2018;
7. Approval and, to the extent necessary,
ratification of the remuneration of the
board of directors and the board committees
for the financial year ended 31 December
2018 and for the financial year ending 31
December 2019;
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 31 December 2019;
9. Granting of an authorisation to the board of
directors of the Company for a period of
five years to purchase a maximum of shares
issued by the Company not exceeding 10% of
the total number of shares composing the
issued share capital at the time of the
acquisition in accordance with the
conditions set forth in article 430-15 of
the law of 10 August 1915 on commercial
companies, as amended, for a purchase price
to range between the nominal value per share
and ten percent (10%) above the average
listing price per share during the calendar
month preceding the relevant buy-back
transactions;
10. 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.
*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, 17,
rue de Flaxweiler, L-6776 Grevenmacher) or electronic
means (to: p.liniger@exceet.lu) at least twenty-two
(22) days prior to the date of the relevant general
meeting of shareholders, _i.e. _on 24 April 2019
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 1 May 2019_._
*Documents*
Copies of the proposals of the resolutions of the
annual general shareholders' meeting and 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.com/investor-relations) and at the
registered office of the Company as from 16 April 2019.
Upon request to p.liniger@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*
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 2 May 2019 at 24:00 (midnight) CEST (the
'*Record Date*') and registers for the meeting (please
see below section '_Registration for the Annual General
Shareholders' Meeting'_) and provides the certificate
specified below, shall be admitted to participate and
vote in the annual general shareholders' meeting.
All shareholders wishing to participate (in person, or
by voting through proxy or voting form) in the annual
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 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 2 May 2019 at
24:00 (midnight) CEST until 13 May 2019, 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 in person
shall carry proof of identity at the annual general
shareholders' meeting.
*Registration for the Annual General Shareholders'
Meeting*
Shareholders wishing to participate in the annual
general shareholders' meeting need to register for the
annual general meeting by submitting their registration
by mail, fax or by e-mail by 2 May 2019 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.com/investor-relations) which
should be used. Shareholders having registered for the
annual 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'
by 13 May 2019 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 email to the Centralizing
Agent of the Company no later than 13 May 2019 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_').
Proxy forms provided on the website of the Company
(www.exceet.com/investor-relations) must 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 but who do not wish to
participate in person may also vote through a voting
form in the annual 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 13 May 2019 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_'). Only voting forms provided by
the Company on its website
(www.exceet.com/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.
Grevenmacher, in April 2019
_For the board of directors of the Company_
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Sprache: Deutsch
Unternehmen: exceet Group SE
17, rue de Flaxweiler
6776 Grevenmacher
Luxemburg
E-Mail: p.liniger@exceet.lu
Internet: https://www.exceet.com
Ende der Mitteilung DGAP News-Service
799587 2019-04-12
(END) Dow Jones Newswires
April 12, 2019 09:05 ET (13:05 GMT)
