DJ DGAP-HV: 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
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)
Report, the Supervisory Board report,
the Auditor Report and the
remuneration policy);
(ii) this convening notice;
(iii) the total number of shares and
attached voting rights issued by the
Company as of the date of publication
of this convening notice;
(iv) the Special Proxy Form as further
mentioned below; and
(v) the Record Date Attestation form as
further mentioned below.
V. *Participation*
On or before the Record Date (as defined below), each shareholder shall
indicate to the Company his/her/its intention to participate at the Meeting.
The participation at the Meeting and the exercise of voting rights attached
to the shares held by a shareholder is determined in relation to the number
of shares held by each shareholder at 11:59 p.m. (CEST) on the 14th day
prior to the Meeting (22 May 2020) (the *Record Date*). Shareholders must
produce an attestation from their depository bank stating the number of
shares held by the shareholder on the Record Date in order to be permitted
to exercise their rights at the Meeting (the *Record Date Attestation*).
In accordance with the article 1 (1) of the Emergency Regulation, the
Company will not hold a physical meeting. Shareholders may exercise their
rights at the Meeting exclusively by appointing in writing Mr Andreas
Wahl-Ulm as special proxyholder based on a duly completed, dated and signed
special proxy form (the *Special Proxy Form*).
In order for votes pursuant to a Special Proxy Form to be considered, the
Company must be provided with a Record Date Attestation relating to the
relevant shareholder.
The Record Date Attestation and the Special Proxy Form must be received by
the Company (by e-mail or fax) on 30 May 2020 at 11:59 p.m. (CEST) at the
latest, followed in each case by the originals by regular mail to the
following address:
Corestate Capital Holding S.A.
c/o Link Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
fax: +49 (0)89 210 27-289
agm@linkmarketservices.de
Exercise of voting rights of shares in connection with Special Proxy Forms
received after such date will not be possible.
Special Proxy Forms, Record Date Attestations and information on how to
attend the Meeting by way of conference call are available on the website of
Corestate Capital Holding S.A. under
www.corestate-capital.com
in the segment 'shareholders' > 'Annual General Meeting'.
VI. *Ability to ask questions before the Meeting*
In accordance with the Emergency Regulation, no physical Meeting will be
organised and any shareholder questions must thus be addressed in advance of
the Meeting.
Shareholders' questions in relation with the agenda must be sent (by fax,
post or e-mail) to the contact information mentioned under item V.
(Participation) above and received by the Company on 30 May 2020 at 11:59
p.m. (CEST) at the latest. A Record Date Attestation must be attached to
such questions to allow the Company to proceed with a satisfactory
identification of the relevant shareholder.
The answers to these questions will be provided during a conference call to
be held on the date of the Meeting. The precise time and joining
instructions for such conference call will be made available to registered
shareholders prior to the Meeting. Please note that shareholders can dial
into such conference call, but will only be able to hear and will not be
allowed to speak.
VII. *Additional important information for shareholders*
Shareholders are hereby informed that exercise of voting rights is
exclusively reserved to such persons that were shareholders on the Record
Date (respectively the special proxyholder duly appointed by them). Transfer
of shares after the Record Date is possible subject to usual transfer
limitations, as applicable. However, any transferee having become owner of
the shares after the Record Date has no right to vote at the Meeting.
One or more shareholder(s) representing at least 5% of the Company's share
capital may request the addition of items to the agenda of the Meeting or
table draft resolutions for items included or to be included on the agenda
of the Meeting by sending such requests (by fax, post or e-mail) at the
latest on 14 May 2020 at 11:59 p.m. (CEST) to the contact information
mentioned under item V. (Participation) above.
Such request will only be accepted by the Company provided it includes (i)
the wording of the agenda point, (ii) the wording of a proposed resolution
pertaining to such agenda point or a justification, and (iii) an e-mail
address or a postal address to which the Company may correspond and confirm
receipt of the request.
If you have questions regarding the Meeting feel free to call our
Meeting-hotline +49/89/21027-222 or send us an e-mail at
agm@linkmarketservices.de
(hotline available from 9 a.m. to 5 p.m. CEST except holidays in Luxembourg
or Germany).
VIII. *VIII. Data Protection Notice*
Since the European Data Protection Act came into effect, data protection
laws and regulations apply throughout Europe from 25 May 2018 onwards.
The protection of your data and the legally compliant processing of your
data have a high priority for us. In our data protection notice for
shareholders, we have summarized all information regarding the processing of
personal data of our shareholders in a clear and structured way.
The data protection notice for shareholders can be retrieved and is
available for viewing and downloading on the Company's website under
www.corestate-capital.com in the segment 'shareholders' > 'Annual General
Meeting'.
The direct link is:
https://corestate-capital.com/wp-content/uploads/2019/05/data-protection.pdf
Luxembourg, 5 May 2020
*Corestate Capital Holding S.A., Société Anonyme*
_The Management Board_
2020-05-05 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate
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Medienarchiv unter http://www.dgap.de
Sprache: Deutsch
Unternehmen: CORESTATE CAPITAL HOLDING S.A.
4, rue Jean Monnet
2180 Luxembourg
Luxemburg
E-Mail: ir@corestate-capital.com
Internet: https://www.corestate-capital.com
Ende der Mitteilung DGAP News-Service
1036289 2020-05-05
(END) Dow Jones Newswires
May 05, 2020 09:06 ET (13:06 GMT)
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