| 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 the ANNUAL GENERAL SHAREHOLDERS' MEETING will be held on 16 May 2019 at 12:00 (noon) CEST. The annual general shareholders' meeting will be held at Légère Hotel Luxembourg SA, 11, rue Gabriel Lippmann, Parc d'Activité Syrdall, L-5365 Munsbach Luxembourg. At the aforementioned annual general shareholders' meeting, the shareholders shall deliberate and vote on the following agenda items:
AGENDA | 1. | Presentation of the report of the independent auditor on the annual accounts for the financial year ended 31 December 2018 to the general meeting; | | 2. | Approval of the annual accounts for the financial year ended 31 December 2018; | | 3. | Allocation of the result; | | 4. | Presentation to the general meeting of the management report issued by the board of directors and the report of the independent auditor on consolidated accounts for the financial year ended 31 December 2018; | | 5. | Approval of the consolidated accounts for the financial year ended 31 December 2018; | | 6. | Discharge to be granted to the members of the board of directors for the exercise of their mandates during the financial year ended 31 December 2018; | | 7. | Approval and, to the extent necessary, ratification of the remuneration of the board of directors and the board committees for the financial year ended 31 December 2018 and for the financial year ending 31 December 2019; | | 8. | 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 2019; | | 9. | Granting of an authorisation to the board of directors of the Company for a period of five years to purchase a maximum of shares issued by the Company not exceeding 10% of the total number of shares composing the issued share capital at the time of the acquisition in accordance with the conditions set forth in article 430-15 of the law of 10 August 1915 on commercial companies, as amended, for a purchase price to range between the nominal value per share and ten percent (10%) above the average listing price per share during the calendar month preceding the relevant buy-back transactions; | | 10. | Miscellaneous. | Quorum and Majorities Pursuant to the Company's articles of association and the law, the annual general meeting of shareholders will deliberate validly regardless of the number of shares present or represented. Decisions related to all items on the agenda of the annual general meeting of shareholders will be passed by a simple majority of the votes validly cast at the annual general shareholders' meeting. 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 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) or electronic means (to: p.liniger@exceet.lu) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e. on 24 April 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 1 May 2019. Documents Copies of the proposals of the resolutions of the annual general shareholders' meeting and 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 16 April 2019. Upon request to p.liniger@exceet.lu 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 311,960.16) 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 Annual General Shareholders' 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 2 May 2019 at 24:00 (midnight) CEST (the 'Record Date') and registers for the meeting (please see below section 'Registration for the Annual General Shareholders' Meeting') and provides the certificate specified below, shall be admitted to participate and vote in the annual general shareholders' meeting. All shareholders wishing to participate (in person, or by voting through proxy or voting form) in 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) 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 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) 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 2 May 2019 at 24:00 (midnight) CEST until 13 May 2019, at 12:00 (noon) CEST. 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 annual general shareholders' meeting in person shall carry proof of identity at the annual general shareholders' meeting. Registration for the Annual General Shareholders' Meeting Shareholders wishing to participate in the annual general shareholders' meeting need to register for the annual general meeting by submitting their registration by mail, fax or by e-mail by 2 May 2019 at 24:00 (midnight) CEST 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 annual general shareholders' meeting may provide proxy or voting forms in case they do not wish to participate in person in the annual general shareholders' meeting' by 13 May 2019 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 email to the Centralizing Agent of the Company no later than 13 May 2019 at 12:00 (noon) CEST and should be accompanied by the proof of shareholding (see above section 'Right to Participate in the Annual General Shareholders' Meeting'). 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 annual general shareholders' meeting but who do not wish to participate in person may also vote through a voting form in the annual general shareholders' 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 13 May 2019 at 12:00 (noon) CEST and should be accompanied by the proof of shareholding (see above section 'Right to Participate in the Annual General Shareholders' Meeting'). 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. Grevenmacher, in April 2019 For the board of directors of the Company | 
