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DGAP-News: Fyber N.V. / Bekanntmachung der Einberufung zur Hauptversammlung
Fyber N.V.: Bekanntmachung der Einberufung zur Hauptversammlung am
12.06.2019 in Amsterdam mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2019-05-08 / 15:03
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
Fyber N.V. Amsterdam Notice of the Annual General
Meeting of Shareholders
of Fyber N.V. to be held on 12 June 2019
Fyber N.V. (the *Company*) invites its shareholders to
its Annual General Meeting of Shareholders (*General
Meeting*) to be held at the offices of Stibbe N.V.
Beethovenplein 10, 1077 WM Amsterdam, the Netherlands,
on *12 June 2019*, at 2:30 pm CET. The language of the
meeting shall be in English.
The agenda items of the General Meeting will be as
follows:
*Agenda*
1) *Opening and announcements*
2) *Annual Accounts 2018*
(a) Report by the Management Board regarding
the financial year 2018 (discussion)
(b) Implementation of the remuneration
policy for the Management Board in the
financial year 2018 (discussion)
(c) Proposal to adopt the 2018 annual
accounts and appropriation of losses
(vote)
(d) Proposal to discharge the Management
Board members from liability
i. Proposal to discharge the
Management Board member Ziv Elul
from liability (vote)
ii. Proposal to discharge the
Management Board member Daniel
Sztern from liability (vote)
iii. Proposal to discharge the
Management Board member Yaron
Zaltsman from liability (vote)
iv. Proposal to discharge the
Management Board member Crid Yu
from liability (vote)
(e) Proposal to discharge the Supervisory
Board members from liability
i. Proposal to discharge the
Supervisory Board member Mr Yair
Safrai from liability (vote)
ii. Proposal to discharge the
Supervisory Board member Mr Karim
Sehnaoui from liability (vote)
iii. Proposal to discharge the
Supervisory Board member Mr Dirk
van Daele from liability (vote)
iv. Proposal to discharge the
Supervisory Board member Mr Yaron
Valler from liability (vote)
v. Proposal to discharge the
Supervisory Board member Mr Jens
Schumann from liability (vote)
vi. Proposal to discharge the
Supervisory Board member Mr Guy
Dubois from liability (vote)
3) *External auditor*
(a) Proposal to appoint the external auditor
for the financial year 2019 and 2020
(vote)
4) *Supervisory Board*
(a) Proposal to appoint Mr Arjun Metre as a
member of the Supervisory Board (vote)
5) *Shares*
(a) Proposal to designate the Management
Board as the competent body to issue
shares or to grant rights to subscribe
for shares (vote)
(b) Proposal to designate the Management
Board as the competent body to restrict
or exclude pre-emptive rights upon
issuing shares or granting rights to
subscribe for shares (vote)
(c) Proposals to designate the competent
body to issue shares or to grant rights
to subscribe for shares pursuant to the
Stock Option Plan and to restrict or
exclude related pre-emptive rights
i. Proposal to designate the
Supervisory Board as the competent
body to issue shares or to grant
rights to subscribe for shares to
the members of the Management Board
pursuant to the Stock Option Plan
and to restrict or exclude related
pre-emptive rights (vote)
ii. Proposal to designate the Management
Board as the competent body to issue
shares or to grant rights to
subscribe for shares to participants
(not being members of the Management
Board) to the Stock Option Plan and
to restrict or exclude related
pre-emptive rights (vote)
6) *Amendment to the Articles of Association of
the Company (vote)*
7) *Any other business and close of the meeting*
*Meeting documents*
The agenda above, the explanatory notes thereto
(including the Annual Accounts 2018 and the information
regarding the proposed Supervisory Board member as
referred to in section 2:142 paragraph 3 Dutch Civil
Code and the proposal to amend the Company's articles
of association are available free of charge on the
Company's website:
https://investors.fyber.com/
*Record Date*
The Management Board has determined that for this
meeting the persons who will be considered as entitled
to attend the General Meeting, are those holders of
shares who on *15 May 2019*, after close of trading on
the regulated market segment (_regulierter Markt_) of
the Frankfurt Stock Exchange (_Frankfurter
Wertpapierbörse_) (the *Record Date*), hold those
rights and are registered as such in the
administrations of their banks and brokers.
*Registration to Vote*
Each shareholder is entitled to vote on the total
number of shares that he/she holds at the close of
trading on the Record Date, provided he/she has
registered his/her shares timely.
A confirmation by the custodian bank in whose
administration the shares of the relevant shareholder
are registered must be submitted to the Company,
stating that such shares were registered in his/her
name at the Record Date. The confirmation must include
the full address details of the relevant shareholder in
order to enable the Company to verify the shareholding
on the Record Date in an efficient manner.
The confirmation must be sent by the shareholder's bank
to the Company, not later than *5 June 2019 at 5:30 pm
CET*. A copy of the confirmation may be sent by e-mail
to
agm@fyber.com
Please send the original confirmation to the address of
the Company listed below. The Company will send an
email confirmation to the shareholder of the
registration for the General Meeting.
*Voting by Proxy*
Notwithstanding the obligation to register for the
meeting, the right to attend and to vote at the meeting
may be exercised by a holder of a written proxy. A form
of a written proxy is available on the Company's
website. The written proxy must be received by the
Company no later than on *5 June 2019*, 5:30 pm CET.
The proxy to represent a shareholder may (but needs
not) be granted to Ms Manon Cremers, civil law notary
with Stibbe or her substitute, by sending an email with
proxy and voting instructions to
agm@fyber.com
no later than *5 June 2019 *at 5:30 pm CET. Please send
the original proxy to the Company's address listed
below. A copy of the written proxy must be shown at the
registration prior to the start of the meeting.
If you intend to instruct your custodian bank for any
of the above, please be aware that applicable deadlines
could be a number of days before those mentioned above.
Please check with the individual institutions as to
their cut-off dates.
*Registration and identification at the meeting*
Registration for admission to the meeting will take
place from 2:00 pm CET until the commencement of the
meeting at 2:30 pm CET. After this time registration is
no longer possible. Persons entitled to attend the
meeting may be asked for identification prior to being
admitted by means of a valid official identity
document, such as a passport.
As of 30 April 2019 the issued share capital of the
Company amounts to EUR 11,453,333.30, divided into
114,533,333 ordinary shares of EUR 0.10 each. A total
of 1,966,667 shares were held by the Company itself.
For further information, please see the Company's
website
https://investors.fyber.com/
All communications to the Company or the Management
Board in connection with the foregoing must be
addressed to the Company as follows:
*Fyber N.V. *
attn.: Governance Department
Johannisstraße 20, 10117 Berlin, Germany
email: agm@fyber.com
Berlin, Germany on 30 April 2019
_
The Supervisory Board and the Management Board of Fyber
N.V._
Fyber N.V.
Johannisstraße 20
10117 Berlin
Germany
2019-05-08 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de
Sprache: Deutsch
Unternehmen: Fyber N.V.
Johannisstraße 20
10117 Berlin
Deutschland
Telefon: +49 30 609 855 555
E-Mail: governance@fyber.com
Internet: https://investors.fyber.com/sharesshareholder-meetings
ISIN: NL0012377394
WKN: A2DUJD
Börsen: Auslandsbörse(n) FWB
Ende der Mitteilung DGAP News-Service
808699 2019-05-08
(END) Dow Jones Newswires
May 09, 2019 17:08 ET (21:08 GMT)
