DJ DGAP-HV: exceet Group S.C.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 25.06.2020 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-News: exceet Group S.C.A. / Bekanntmachung der Einberufung zur
Hauptversammlung
exceet Group S.C.A.: Bekanntmachung der Einberufung zur Hauptversammlung am
25.06.2020 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß
§121 AktG
2020-05-22 / 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 S.C.A.
Société en commandite par actions Registered Office:
17, rue de Flaxweiler, L-6776 Grevenmacher, Luxembourg
R.C.S. Luxembourg B 148.525 Convening Notice
Notice is hereby given to the holders of shares of
*exceet Group S.C.A.* (the '*Company*') that an *ANNUAL
GENERAL SHAREHOLDERS' MEETING* will be held on 25 June
2020 at 12:00 p.m. (noon) CEST.
At the annual general shareholders meeting, the
shareholders shall deliberate and vote on the following
agenda items (the '*AGM*'):
*AGENDA*
1. *Presentation of the report of the
independent auditor on the annual accounts
for the financial year ended 31 December
2019 to the general meeting*
2. *Approval of the annual accounts for the
financial year ended 31 December 2019*
3. *Acknowledgment of the loss the Company made
with respect to the financial year ended 31
December 2019, and resolution concerning the
allocation of the result*
4. *Decision to proceed to a distribution of a
special distribution of one euro and
seventy-five cents (EUR 1,75) per share*
5. *Presentation of the management report
issued by the General Partner and the report
of the independent auditor on consolidated
accounts for the financial year ended 31
December 2019*
6. *Approval of the consolidated accounts for
the financial year ended 31 December 2019*
7. *Approval and, to the extent necessary,
ratification of the remuneration of the
board of directors and the executive
officers for the financial year ended 31
December 2019*
8. *Presentation of and advisory vote on the
remuneration policy for the General Partner
and the Supervisory Board*
9. *Presentation of and advisory vote on the
remuneration report for the members of the
former board of directors in the fiscal year
2019*
10. *Acknowledgment of the termination of the
mandates of the former directors of the
Company with effect as from 23 January 2020
and confirmation of the discharge (quitus)
granted them for the exercise of their
mandates until such date*
11. *Renewal of the mandate of
PricewaterhouseCoopers, * _société
cooperative_ *, Luxembourg as independent
auditor (* _réviseur d'entreprises agréé_ *)
of the Company until the annual general
meeting approving the annual accounts for
the financial year ending 31 December 2020*
12. *Miscellaneous*
The AGM 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, resolutions at a general meeting of
shareholders duly convened are adopted by a simple
majority of the votes validly cast, regardless of the
portion of capital represented.
*Right to Amend the Content of the Agenda*
Pursuant to the Company's articles of association, and
the Luxembourg law of 24 May 2011 on certain rights of
shareholders in listed companies, as amended (the
'*Luxembourg Shareholders' Rights Law*'), 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
annual 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._ by 3 June 2020
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 will make an amended agenda available at the
latest fifteen (15) days prior to the relevant general
meeting, _i.e. _by 10 June 2020.
*Documents*
Copies of the proposals of the resolutions of the *AGM*
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 25 May 2020.
Upon request to
p.liniger@exceet.com
copies of the above-mentioned documents are going to be
mailed to the shareholders.
*Share 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 311,960.18) represented by twenty
million seventy-three thousand six hundred ninety-five
(20,073,695) Ordinary Shares and one (1) Unlimited
Share.
Each share entitles the holder thereof to one vote.
*Right to Participate in the AGM*
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
at 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 11 June 2020 at 24:00 (midnight) CET (the
'*Record Date*') and registers for the AGM (please see
below section '_Registration for the AGM_') and
provides the certificate specified below, shall be
admitted to participate and vote at the AGM.
All shareholders wishing to participate (in person, or
by voting through proxy or voting form) at the annual
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) must 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 annual 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) must 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 11 June 2020
at 24:00 (midnight) CET until 19 June 2020, 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 proxyholder participating in the
annual general shareholders' meeting in person shall
carry proof of identity at the annual general
shareholders' meeting.
*Registration for the AGM*
Shareholders wishing to participate in the AGM must
register for the annual general shareholders' meeting
by submitting their registration by mail, fax or by
e-mail by 11 June 2020 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 must
be used. Shareholders having registered for the AGM may
provide a proxy or voting form in case they do not wish
to participate in person in the AGM by 19 June 2020 at
12:00 (noon) CET (see below sections '*Representation*'
and '*Voting Form*').
*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 must be
submitted by mail, fax or by email to the Centralizing
Agent of the Company no later than 19 June 2020 at
12:00 (noon) CET and must be accompanied by the proof
of shareholding.
Proxy forms provided on the website of the Company
(www.exceet.com/investor-relations) must 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 AGM but who do
not wish to participate in person may also vote through
a voting form in the AGM. The voting form may be
submitted by mail, by fax or by e-mail to the
Centralizing Agent of the Company no later than 19 June
2020 at 12:00 (noon) CET and should be accompanied by
the proof of shareholding (see above section '_Right to
Participate in the AGM_'). 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 form 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 22 May 2020.
_For the General Partner of the Company_
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Sprache: Deutsch
Unternehmen: exceet Group S.C.A.
17, rue de Flaxweiler
6776 Grevenmacher
Luxemburg
E-Mail: p.liniger@exceet.com
Internet: https://www.exceet.com
Ende der Mitteilung DGAP News-Service
1053483 2020-05-22
(END) Dow Jones Newswires
May 22, 2020 09:05 ET (13:05 GMT)
