DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 20.11.2019 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

DJ DGAP-HV: exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 20.11.2019 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

DGAP-News: exceet Group SE / Bekanntmachung der Einberufung zur 
Hauptversammlung 
exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 
20.11.2019 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß 
§121 AktG 
 
2019-10-18 / 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 an *ORDINARY 
GENERAL SHAREHOLDERS' MEETING* will be held on 20 
November 2019 at 11:00 a.m. CET. 
 
The ordinary general shareholders meeting shall 
deliberate and vote on the following agenda item (the 
'*OGM*'): 
 
AGENDA 
1. Decision to proceed to the distribution of a 
   special distribution of three euro (EUR 3) 
   per share. 
 
In addition thereto, the holders of shares of the 
Company are further convened to an *EXTRAORDINARY 
GENERAL SHAREHOLDERS' MEETING* will be held on 20 
November 2019, immediately following the conclusion of 
the OGM, at 11:30 a.m. CET. 
 
At the extraordinary general shareholders meeting, the 
shareholders shall deliberate and vote on the following 
agenda items (the '*EGM*'): 
 
_AGENDA_ 
1. Presentation of the management report drawn 
   up by the board of directors of the Company 
   in relation to the conversion, the 
   certificate issued by an independent 
   expert(s) (_réviseur d'entreprise agréé_) on 
   the net assets of the Company, and the 
   publication of the draft terms of conversion, 
   as prescribed for in the relevant provisions 
   of article 66 of the Council Regulation (EC) 
   N° 2157/2001 of 8 October 2001 on the Statute 
   for a European Company (the '*Regulation*') 
   and articles 100-3 and 420-20 of the law of 
   10 August 1915 on commercial companies, as 
   amended (the '*Law*'), and acknowledgment by 
   the shareholders of the fulfilment of 
   conditions for the conversion of the Company 
   from the legal form of a _Societas Europaea 
   _into the legal form of a _société anonyme_. 
2. Approval of the draft terms of conversion 
   (_projet de transformation_) in relation to 
   the contemplated conversion, including the 
   change of the denomination of the Company 
   from 'exceet Group SE' into 'exceet Group 
   S.A.' and subsequent adoption of the articles 
   of association as foreseen in the draft terms 
   of conversion subject to the approval of Item 
   3 of the present agenda. 
3. Confirmation and continuation of the mandate 
   of (i) the current independent auditor of the 
   Company, and (ii) the current members of the 
   board of directors of the Company_, _subject 
   to the approval of Item 2 of the present 
   agenda. 
 
Both the OGM and the EGM will be held at Légère Hotel 
Luxembourg SA, 11, rue Gabriel Lippmann, Parc 
d'Activité Syrdall, L-5365 Munsbach Luxembourg. 
 
*Quorum and Majorities* 
 
Pursuant to the Company's articles of association and 
the law, decisions related in the agenda of the OGM 
will be passed by a simple majority of the votes 
validly cast, regardless the portion of the share 
capital present or represented. 
 
Pursuant to the Company's articles of association and 
the law, the EGM will deliberate validly only if a 
quorum of at least fifty percent (50%) of the share 
capital is present or represented. Decisions related in 
the agenda of the EGM will be passed by a majority of 
at least two-thirds (2/3) of the votes validly cast at 
the extraordinary general meeting of shareholders. 
 
*Right to Amend the Content of the Agenda* 
 
Pursuant to the Company's articles of association, and 
the Luxembourg law of 24 May 2011 as amended 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 ordinary 
and/or extraordinary 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, Luxembourg) or electronic means (to: 
[e-mail]) at least twenty-two (22) days 
prior to the date of the relevant general meeting of 
shareholders, _i.e._ on 29 October 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 5 
November 2019. 
 
*Documents* 
 
Copies of the proposals of the resolutions of the *OGM* 
and the *EGM* 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 18 October 
2019. 
 
Upon request to [e-mail] copies of the 
above-mentioned documents are going to be mailed to the 
shareholders. 
 
_S_ *hare 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 OGM and/or EGM* 
 
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 6 November 2019 at 24:00 (midnight) CET (the 
'*Record Date*') and registers for the OGM and/or the 
EGM (please see below section '_Registration for the 
OGM and/or EGM_') and provides the certificate 
specified below, shall be admitted to participate and 
vote in the OGM and/or EGM. 
 
All shareholders wishing to participate (in person, or 
by voting through proxy or voting form) in the ordinary 
and/or extraordinary 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 ordinary and/or 
extraordinary 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 6 November 2019 at 24:00 (midnight) CET 
until 15 November 2019, at 12:00 (noon) CET. 
 
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: [phone]_ 
_Email: [e-mail]_ 
 
Any shareholder and/or proxy holder participating in 
the ordinary and/or extraordinary general shareholders' 
meeting in person shall carry proof of identity at the 
ordinary and/or extraordinary general shareholders' 
meeting. 
 
*Registration for the OGM and/or EGM* 
 
Shareholders wishing to participate in the OGM and/or 
EGM need to register for the ordinary and/or 
extraordinary general shareholders' meeting by 
submitting their registration by mail, fax or by e-mail 
by 6 November 2019 at 24:00 (midnight) CET 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 
*OGM and/or EGM *may provide a proxy or voting form in 
case they do not wish to participate in person in the 
*OGM and/or EGM *by 15 November 2019 at 12:00 (noon) 
CET (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 15 November 2019 at 
12:00 (noon) CET and should be accompanied by the proof 
of shareholding. 
 
Proxy forms provided on the website of the Company 
(www.exceet.com/investor-relations) may 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 *OGM and/or EGM 
*but who do not wish to participate in person may also 
vote through a voting form in the *OGM and/or EGM*. The 
voting form may be submitted by mail, by fax or by 
e-mail to the Centralizing Agent of the Company no 
later than 15 November 2019 at 12:00 (noon) CET and 
should be accompanied by the proof of shareholding (see 
above section '_Right to Participate in the OGM and/or 
EGM_'). 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. 
 
Luxembourg, on 18 October 2019 
 
_For the board of directors of the Company_ 
 
2019-10-18 Die DGAP Distributionsservices umfassen gesetzliche 
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. 
Medienarchiv unter http://www.dgap.de 
Sprache:     Deutsch 
Unternehmen: exceet Group SE 
             17, rue de Flaxweiler 
             6776 Grevenmacher 
             Luxemburg 
E-Mail:      [e-mail] 
Internet:    https://www.exceet.com 
 
Ende der Mitteilung DGAP News-Service 
 
892781 2019-10-18 
 
 

(END) Dow Jones Newswires

October 18, 2019 09:05 ET (13:05 GMT)