DGAP-News: CORESTATE CAPITAL HOLDING S.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
CORESTATE CAPITAL HOLDING S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am
05.06.2020 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
2020-05-05 / 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.
CORESTATE CAPITAL HOLDING S.A. 4, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of
Luxembourg
Registered with the Luxembourg Trade and Companies Register under registration number
B 199780
Luxembourg, 5 May 2020
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 5 June 2020 at
10:00 a.m. CEST with the agenda set out below.
*Important information:*
In light of the exceptional circumstances surrounding the COVID-19 situation and in
application of article 1 (1) of the Grand Ducal Regulation of 20 March 2020
introducing certain measures in relation with the holding of meetings in companies
and other legal entities (the *Emergency Regulation*) and notwithstanding any
contrary provisions in the articles of association of the Company (the *Articles*),
the Company will not hold a physical meeting. Shareholders may exercise their rights
at the Meeting exclusively by appointing a special proxyholder (please refer to item
V (Participation)).
I. *Agenda*
*01* *Presentation of the stand-alone annual
accounts of the Company for the financial
year 2019, of the approved consolidated
financial statements for the financial
year 2019, the auditor report relating to
the financial statements for the
financial year 2019 as well as the
management report for the financial year
2019*
The supervisory board of the Company (the
*Supervisory Board*) has not made any
comments to the stand-alone annual
accounts, the consolidated financial
statements for the financial year 2019 as
drawn up by the Management Board (the
*Financial Statements*), nor to the
report prepared by the management board
(the *Management Report*) and the report
of the independent auditor relating to
the Financial Statements (the *Auditor
Report*).
The Management Board and the Supervisory
Board propose to the Meeting to approve
the Financial Statements 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 2019 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 2019 in an aggregate
amount of EUR 80,646,721.13 (the
*Profit*).
The Management Board proposes that the
Meeting resolves to not proceed with any
dividend distribution and to carry
forward the Profit to the next financial
year.
*03* *Discharge (* _quitus_ *) to each of the
members of the Management Board for the
financial year 2019*
The Management Board and the Supervisory
Board propose to the Meeting to grant
discharge (_quitus_) to the 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 2019.
*04* *Discharge (* _quitus_ *) to each of the
members of the Supervisory Board for the
financial year 2019*
The Management Board and the Supervisory
Board further 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 2019.
*05* *Appointment of new members of the
supervisory board*
Following the expiration of the mandates
of Mr Micha Blattmann, Mr Urs Felder and
Mr Ulrich Plett as well as the
resignation of Mr Jonathan Matthew Lurie
as members of the Supervisory Board, all
with effect after the holding of the
Meeting, the Management Board and the
Supervisory Board propose to the Meeting
to appoint the following persons as new
members of the Supervisory Board with
effect as of the closing of the Meeting:
* Dr. Georg Allendorf, residing in
Alzeyer Strasse 160c, 67592
Flörsheim-Dalsheim, Germany, for a
term of office ending after the annual
general meeting of the Company which
will be held in 2023;
* Dr. Gabriele Apfelbacher, residing in
Romanstraße 71, 80639 Munich,
Germany, for a term of office ending
after the annual general meeting of
the Company which will be held in
2023;
* Timothy Blackwell, residing in
Böndlerstrasse 61, 8802
Kilchberg/Zurich, Switzerland, for a
term of office ending after the annual
general meeting of the Company which
will be held in 2023;
* Marc Driessen, residing in
Geibelstraße 46b, 22303 Hamburg,
Germany, for a term of office ending
after the annual general meeting of
the Company which will be held in
2023; and
* Olaf Klinger, residing in Goseberg 30,
37603 Holzminden, Germany, for a term
of office ending after the annual
general meeting of the Company which
will be held in 2023.
The Board further proposes that the
Meeting recommends that Dr. Georg
Allendorf shall be designated by the
Supervisory Board as chairman.
Further information about the proposed
candidates is available on the homepage
at www.corestate-capital.com under
'shareholders' and 'Annual General
Meeting' and will be available for
inspection during the Meeting. Curricula
vitae for the proposed candidates,
providing information about their
relevant knowledge, skills and
experience, together with a list of
relevant activities besides the
Supervisory Board position forming the
subject of these elections, are also
available on the homepage at
www.corestate-capital.com under
'shareholders' and 'Annual General
Meeting'.
*06* *Appointment of the independent auditor
(* _cabinet de révision agréé_ *) for the
financial year 2020*
The Management Board and the Supervisory
Board propose to the Meeting to appoint
Ernst & Young SA, 35E Avenue John F.
Kennedy, 1855 Luxembourg, 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 2020, 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.
*07* *Advisory non-binding vote on the new
remuneration policy*
The Management Board proposes to the
Meeting to approve on a non-binding basis
the new remuneration policy in accordance
with the requirements of Directive EU
2017/828 of 17 May 2017, as implemented
under Luxembourg law by the law of 1st
August 2019.
II. *Quorum and majority requirements*
There is no quorum of presence requirement for the Meeting. All agenda items
are adopted by a simple majority of the voting rights duly expressed.
III. *Total amount of shares*
On the date of the convening of the Meeting, the Company's subscribed share
capital equals EUR 1,610,973.50, represented by 21,479,643 shares without
nominal value, all of which are fully paid up. Each share carries one vote.
The total number of voting rights is therefore 21,479,643.
IV. *Available information and documentation*
The following information is available on the Company's website under
www.corestate-capital.com in the segment 'shareholders' > 'Annual General
Meeting' and at the Company's registered office in Luxembourg, as of the day
of the publication of this convening notice:
(i) full text of any document to be made
available by the Company at the
Meeting, including draft resolutions
in relation to above agenda points to
be adopted at the Meeting and related
documents (i.e_. inter alia_ the
Financial Statements, the Management
(MORE TO FOLLOW) Dow Jones Newswires
May 05, 2020 09:06 ET (13:06 GMT)
© 2020 Dow Jones News
