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:
p.liniger@exceet.com) 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 p.liniger@exceet.com 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: +49/69 910-38794_
_Email: dct.tender-offers@db.com_
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
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Sprache: Deutsch
Unternehmen: exceet Group SE
17, rue de Flaxweiler
6776 Grevenmacher
Luxemburg
E-Mail: p.liniger@exceet.com
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)
