exceet Group SE / Bekanntmachung der Einberufung zur Hauptversammlung 16.08.2016 15:05 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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exceet Group SE Société européenne Registered Office: 115, avenue Gaston Diderich, L-1420 Luxembourg 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 the EXTRAORDINARY GENERAL MEETING of shareholders will be held on 15 September 2016 at 12:00 (noon) CEST. The extraordinary general meeting will be held at Sofitel Luxembourg Europe 4, rue du Fort Niedergrünewald, Quartier Européen Nord, L-2015 Luxembourg. At the aforementioned extraordinary general meeting, the shareholders shall deliberate and vote on the following agenda items: AGENDA 1. Decrease of the Company's share capital by an amount of two hundred sixteen thousand euros (EUR 216,000.00) from five hundred twenty-seven thousand nine hundred sixty euro and sixteen cents (EUR 527,960.16) to three hundred eleven thousand nine hundred sixty euro and sixteen cents (EUR 311,960.16) through the cancellation of all (i) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable class B2 shares, (ii) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable class B3 shares, (iii) one million (1,000,000) redeemable class B4 shares, (iv) three million (3,000,000) redeemable class C1 shares, (v) three million (3,000,000) redeemable class C2 shares and (vi) three million (3,000,000) redeemable class C3 shares. 2. Subsequent amendment and full restatement of the articles of association. Quorum and Majorities Pursuant to the Company's articles of association and the law, the extraordinary general meeting of shareholders 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 extraordinary general meeting of shareholders 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 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 general meeting, provided that the request is accompanied by a justification or draft resolution(s). Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law and the Company's articles of association, such request and 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, 115 avenue Gaston Diderich, L-1420 Luxembourg) or electronic means (to: i.himbert@exceet.lu) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e. on 24 August 2016 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 meeting of shareholders, the Company will make an amended agenda available at the latest fifteen (15) days prior to the relevant general meeting, i.e. on 31 August 2016. Documents Copies of the proposals of the resolutions of the extraordinary general meeting, the proposed consolidated articles of association as well as the documents related to the aforementioned items on the agenda and the revised agenda, if any, further to a requested addition of items in the agenda in accordance with the above (see above section 'Right to Amend the Content of the Agenda') will be on display for inspection by the shareholders on the Company's website (www.exceet.ch/investor-relations) and at the registered office of the Company as from 16 August 2016. Upon request to i.himbert@exceet.lu, copies of the above-mentioned documents will be mailed to the shareholders. Share Capital of the Company The Company's issued share capital is set at five hundred twenty-seven thousand nine hundred sixty euro and sixteen cents (EUR 527,960.16) represented by (i) twenty million five hundred twenty-three thousand six hundred ninety-five (20,523,695) Class A Shares, (ii) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable Class B2 Shares, (iii) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable Class B3 Shares, (iv) one million (1,000,000) redeemable Class B4 Shares, (v) three million (3,000,000) redeemable Class C1 Shares, (vi) three million (3,000,000) redeemable Class C2 Shares and (vii) three million (3,000,000) redeemable Class C3 Shares. Each share entitles the holder thereof to one vote. Right to Participate in the Extraordinary General Meeting 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 1 September 2016 at 24:00 (midnight) CEST (the 'Record Date') and registers for the meeting (please see below section 'Registration for the Extraordinary General Meeting') and, if applicable, provides the certificate specified below in case of holders of Class A Shares, shall be admitted to participate and vote in the extraordinary general meeting of shareholders. All shareholders wishing to participate (in person, or by voting through proxy or voting form) in the 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. Class A Shareholders (whose Class A 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 receive from such 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 extraordinary general meeting, such Class A Shareholders (whose Class A 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 1 September 2016 at 24:00 (midnight) CEST until 12 September 2016, at 12:00 (noon) CEST being: Deutsche Bank Aktiengesellschaft Attn.: GSS/Issuer 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 extraordinary general meeting in person shall carry proof of identity at the extraordinary general meeting. Registration for the Extraordinary General Meeting Shareholders wishing to participate in the extraordinary general meeting of shareholders need to register for the extraordinary general meeting by submitting their registration by mail, fax or by e-mail until 1 September 2016 at 24:00 (midnight) CEST to the Centralizing Agent of the Company at the address referred to above. Registration forms which should be used are provided on the website of the Company (www.exceet.ch/investor-relations). Shareholders having registered for the extraordinary general meeting may provide proxy or voting forms in case they do not wish to participate in person in the extraordinary general meeting until 12 September 2016 at 12:00 (noon) CEST (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 e-mail to the Centralizing Agent of the Company no later than on 12 September 2016 at 12:00 (noon) CEST and should be accompanied by the shareholding proof. Proxy forms provided on the website of the Company (www.exceet.ch/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 extraordinary general meeting but who do not wish to participate in person may also vote through a voting form in the extraordinary general meeting. The voting form may be submitted by mail, by fax or by e-mail to the Centralizing Agent of the Company no later than on 12 September 2016 at 12:00 (noon) CEST and should be accompanied by the shareholding proof (see above section 'Right to Participate in the Extraordinary General Meeting'). Only voting forms provided by the Company on its website (www.exceet.ch/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, in August 2016 For the board of directors of the Company 16.08.2016 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. DGAP-Medienarchive unter www.dgap.de
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Sprache: Deutsch Unternehmen: exceet Group SE 115, avenue Gaston Diderich 1420 Luxembourg Großherzogtum Luxemburg E-Mail: i.himbert@exceet.lu Internet: http://www.exceet.ch Ende der Mitteilung DGAP News-Service
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exceet Group SE Société européenne Registered Office: 115, avenue Gaston Diderich, L-1420 Luxembourg 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 the EXTRAORDINARY GENERAL MEETING of shareholders will be held on 15 September 2016 at 12:00 (noon) CEST. The extraordinary general meeting will be held at Sofitel Luxembourg Europe 4, rue du Fort Niedergrünewald, Quartier Européen Nord, L-2015 Luxembourg. At the aforementioned extraordinary general meeting, the shareholders shall deliberate and vote on the following agenda items: AGENDA 1. Decrease of the Company's share capital by an amount of two hundred sixteen thousand euros (EUR 216,000.00) from five hundred twenty-seven thousand nine hundred sixty euro and sixteen cents (EUR 527,960.16) to three hundred eleven thousand nine hundred sixty euro and sixteen cents (EUR 311,960.16) through the cancellation of all (i) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable class B2 shares, (ii) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable class B3 shares, (iii) one million (1,000,000) redeemable class B4 shares, (iv) three million (3,000,000) redeemable class C1 shares, (v) three million (3,000,000) redeemable class C2 shares and (vi) three million (3,000,000) redeemable class C3 shares. 2. Subsequent amendment and full restatement of the articles of association. Quorum and Majorities Pursuant to the Company's articles of association and the law, the extraordinary general meeting of shareholders 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 extraordinary general meeting of shareholders 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 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 general meeting, provided that the request is accompanied by a justification or draft resolution(s). Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law and the Company's articles of association, such request and 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, 115 avenue Gaston Diderich, L-1420 Luxembourg) or electronic means (to: i.himbert@exceet.lu) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e. on 24 August 2016 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 meeting of shareholders, the Company will make an amended agenda available at the latest fifteen (15) days prior to the relevant general meeting, i.e. on 31 August 2016. Documents Copies of the proposals of the resolutions of the extraordinary general meeting, the proposed consolidated articles of association as well as the documents related to the aforementioned items on the agenda and the revised agenda, if any, further to a requested addition of items in the agenda in accordance with the above (see above section 'Right to Amend the Content of the Agenda') will be on display for inspection by the shareholders on the Company's website (www.exceet.ch/investor-relations) and at the registered office of the Company as from 16 August 2016. Upon request to i.himbert@exceet.lu, copies of the above-mentioned documents will be mailed to the shareholders. Share Capital of the Company The Company's issued share capital is set at five hundred twenty-seven thousand nine hundred sixty euro and sixteen cents (EUR 527,960.16) represented by (i) twenty million five hundred twenty-three thousand six hundred ninety-five (20,523,695) Class A Shares, (ii) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable Class B2 Shares, (iii) two million one hundred and five thousand two hundred and sixty-three (2,105,263) redeemable Class B3 Shares, (iv) one million (1,000,000) redeemable Class B4 Shares, (v) three million (3,000,000) redeemable Class C1 Shares, (vi) three million (3,000,000) redeemable Class C2 Shares and (vii) three million (3,000,000) redeemable Class C3 Shares. Each share entitles the holder thereof to one vote. Right to Participate in the Extraordinary General Meeting 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 1 September 2016 at 24:00 (midnight) CEST (the 'Record Date') and registers for the meeting (please see below section 'Registration for the Extraordinary General Meeting') and, if applicable, provides the certificate specified below in case of holders of Class A Shares, shall be admitted to participate and vote in the extraordinary general meeting of shareholders. All shareholders wishing to participate (in person, or by voting through proxy or voting form) in the 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. Class A Shareholders (whose Class A 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 receive from such 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 extraordinary general meeting, such Class A Shareholders (whose Class A 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 1 September 2016 at 24:00 (midnight) CEST until 12 September 2016, at 12:00 (noon) CEST being: Deutsche Bank Aktiengesellschaft Attn.: GSS/Issuer 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 extraordinary general meeting in person shall carry proof of identity at the extraordinary general meeting. Registration for the Extraordinary General Meeting Shareholders wishing to participate in the extraordinary general meeting of shareholders need to register for the extraordinary general meeting by submitting their registration by mail, fax or by e-mail until 1 September 2016 at 24:00 (midnight) CEST to the Centralizing Agent of the Company at the address referred to above. Registration forms which should be used are provided on the website of the Company (www.exceet.ch/investor-relations). Shareholders having registered for the extraordinary general meeting may provide proxy or voting forms in case they do not wish to participate in person in the extraordinary general meeting until 12 September 2016 at 12:00 (noon) CEST (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 e-mail to the Centralizing Agent of the Company no later than on 12 September 2016 at 12:00 (noon) CEST and should be accompanied by the shareholding proof. Proxy forms provided on the website of the Company (www.exceet.ch/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 extraordinary general meeting but who do not wish to participate in person may also vote through a voting form in the extraordinary general meeting. The voting form may be submitted by mail, by fax or by e-mail to the Centralizing Agent of the Company no later than on 12 September 2016 at 12:00 (noon) CEST and should be accompanied by the shareholding proof (see above section 'Right to Participate in the Extraordinary General Meeting'). Only voting forms provided by the Company on its website (www.exceet.ch/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, in August 2016 For the board of directors of the Company 16.08.2016 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. DGAP-Medienarchive unter www.dgap.de
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Sprache: Deutsch Unternehmen: exceet Group SE 115, avenue Gaston Diderich 1420 Luxembourg Großherzogtum Luxemburg E-Mail: i.himbert@exceet.lu Internet: http://www.exceet.ch Ende der Mitteilung DGAP News-Service
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