GAGFAH S.A. Société anonyme – Société de titrisation
L-1222 Luxembourg 2-4, rue Beck R. C. S. Luxembourg B 109.526
(the ‘Company’)
CONVENING NOTICE for the EXTRAORDINARY GENERAL MEETING and the ANNUAL GENERAL MEETING OF SHAREHOLDERS
on Friday, April 17, 2015, at 2 p.m. (Luxembourg time) at the Luxembourg Chambre de Commerce, 7, Rue Alcide de Gasperi, L-2981 Luxembourg-Kirchberg, Grand Duchy of Luxembourg.
Dear Shareholders,
You are hereby invited to the Extraordinary General Meeting of Shareholders of the Company to be held on April 17, 2015 at
2 p.m. (Luxembourg time) and, in line with the resolution proposed to be passed at the Extraordinary General Meeting of Shareholders,
the Annual General Meeting to be equally held on April 17, 2015 immediately following the Extraordinary General Meeting of
Shareholders.
I. Agenda of the Extraordinary General Meeting
(1) |
Amendment of the date of the Annual General Meeting so that it is held each year on the third Friday of April at 2 p.m. (Luxembourg
time), and for 2015 on April 17, 2015; consequential amendment of the second paragraph of Article 15 of the Articles of Incorporation
of the Company.
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II. Agenda of the Annual General Meeting
(1) |
Presentation of the statutory Management Report and the consolidated Management Report for the financial year ended December
31, 2014;
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(2) |
Presentation of the reports by the auditors of the Company in respect of the statutory financial statements of the Company
and in respect of the consolidated financial statements of the Company and its Group, for the financial year ended December
31, 2014;
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(3) |
Approval of the statutory financial statements of the Company for the financial year ended December 31, 2014;
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(4) |
Approval of the consolidated financial statements of the Company and its Group for the financial year ended December 31, 2014;
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(5) |
Resolution concerning the allocation of the results of the Company for the financial year ended December 31, 2014 and approval
of the distribution of a dividend relating to the financial year ended December 31, 2014 in the amount of EUR 0.35 per share
for holders of record on April 17, 2015;
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(6) |
Discharge (quitus) to all the Directors of the Company who were in office during the financial year ended December 31, 2014;
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(7) |
Election of Dr. Pierre Berna (independent) as Director of the Company (following co-optation which occurred on March 6, 2015),
for a term to end at the Annual General Meeting of Shareholders approving the statutory financial statements of the Company
for the financial year ending December 2019;
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(8) |
Election of Mr. Rolf Buch as Director of the Company (following co-optation which occurred on March 6, 2015), for a term to
end at the Annual General Meeting of Shareholders approving the statutory financial statements of the Company for the financial
year ending December 2019;
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(9) |
Compensation of Directors
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The Extraordinary General Meeting shall validly deliberate on its agenda provided a quorum of half of the issued share capital
of the Company is reached. If the quorum is not reached at the first Extraordinary General Meeting for the purpose of resolving
on the agenda thereof, a second Extraordinary General Meeting of Shareholders may be convened with the same agenda at which
no quorum requirement shall apply. The resolution concerning the agenda of the Extraordinary General Meeting shall be adopted
by a majority of two-thirds of the votes validly cast.
The Annual General Meeting will only be held on April 17, 2015, to the extent the resolution proposed at the Extraordinary
General Meeting is passed and will validly deliberate on the agenda regardless of the number of shareholders present and of
the number of shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority
of the votes validly cast.
At both meetings, each share is entitled to one vote.
In compliance with the laws and regulations in force and applicable to the Company, the required supporting documentation,
the convening notice, the total number of shares of the Company and voting rights, the draft resolutions, the Intention to
Participate Form, the EGM/AGM Proxy Form and the Model Certificate of Evidence, are deposited and available in the English
and German language at the Company’s registered office and on the website of the Company (http://www.gagfah.com, «Investor
Relations», «AGM/EGM»). Shareholders may upon request obtain a copy of the full, unabridged text of the documents to be submitted
to the Extraordinary General Meeting or the Annual General Meeting and draft resolutions proposed to be adopted by the Extraordinary
General Meeting or the Annual General Meeting by electronic means at the address of the Company indicated below or at the
registered office of the Company by contacting HCE Haubrok AG (‘Haubrok’) (see contact details below) or the Company (see
contact details below).
Shareholders may obtain free of charge a hard copy of the statutory and consolidated financial statements relating to the
financial year 2014 (in English language only) at the Company’s registered office or by contacting the Company or Haubrok
(see contact details below).
III. Right to put items on the agenda and to table draft resolutions
In accordance with the Luxembourg law of May 24, 2011, on the exercise of certain rights of shareholders in general meetings
of listed companies (the ‘Shareholders’ Rights Law’), shareholders holding individually or collectively at least five (5)
per cent of the issued share capital of the Company: (a) have the right to put items on the agenda of the Extraordinary General
Meeting or of the Annual General Meeting; and (b) have the right to table draft resolutions for items included or to be included
on the agenda of the Extraordinary General Meeting or of the Annual General Meeting. Those rights shall be exercised by the
request in writing of the relevant shareholders submitted to the Company by postal services or electronic means at the addresses
of the Company indicated below. The request shall be accompanied by a justification or a draft proposed resolution and shall
include the electronic or postal address to which the Company can acknowledge receipt of the request. Any such request from
shareholders must be received by the Company at the latest on March 26, 2015 (midnight (12:00 p.m./24:00 Luxembourg time)).
IV. Right to ask questions at the Extraordinary General Meeting and the Annual General Meeting
In accordance with the Shareholders’ Rights Law, shareholders have the right to ask questions at the Extraordinary General
Meeting or at the Annual General Meeting related to items on the respective agenda. The right to ask questions and the obligation
of the Company to answer are subject to the measures to be taken by the Company to ensure the identification of shareholders,
the good order of the Meeting and its preparation as well as the protection of confidentiality and business interests of the
Company.
V. Participation in person or voting by proxy
In accordance with the Shareholders’ Rights Law, the right to participate and speak at general meetings of shareholders and
to vote in respect of the shares of the Company is restricted to those who are holders of shares of the Company on April 3,
2015 at midnight (12:00 p.m./24:00 Luxembourg time (the ‘Luxembourg Record Time’)).
Shareholders will only be entitled to participate and/or to vote (personally or by proxy) at the Extraordinary General Meeting
and the Annual General Meeting in respect of those shares of the Company in respect of which they duly evidence that they
were the holders thereof at the Luxembourg Record Time. Any changes to their shareholding after the Luxembourg Record Time
shall be disregarded in determining the rights of any shareholder to participate and/or to vote (personally or by proxy) at
the Extraordinary General Meeting and the Annual General Meeting.
If you are a holder of shares of the Company at the Luxembourg Record Time and you wish to participate in the Extraordinary
General Meeting and the Annual General Meeting, you must complete and return on or before the Luxembourg Record Time the following
documents:
(i) |
the Intention to Participate Form (if you wish to participate in person); or
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(ii) |
the EGM/AGM Proxy Form (if you wish to vote by proxy).
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Each share is indivisible as far as the Company is concerned. The co-proprietors, the usufructuaries and bare-owners of shares,
the creditors and debtors of pledged shares must appoint one sole person to represent them at the Extraordinary General Meeting
and the Annual General Meeting.
PLEASE NOTE THAT A FAILURE TO COMPLETE AND RETURN EITHER THE INTENTION TO PARTICIPATE FORM OR THE EGM/AGM PROXY FORM ON OR
BEFORE THE LUXEMBOURG RECORD TIME MEANS THAT YOU WILL NOT BE ABLE TO PARTICIPATE IN OR VOTE AT THE MEETINGS.
If the Intention to Participate Form is received timely, then the EGM/AGM Proxy Form and the Certificate of Evidence may be
returned after the Luxembourg Record Time but should still be returned as soon as possible and in any event no later than midnight (12:00 p.m./24:00 Luxembourg time) on April 10, 2015.
Please note if you want to participate in and vote at the Extraordinary General Meeting and the Annual General Meeting (personally
or by proxy) that you are by law required to provide reasonably satisfactory evidence to the Company (no later than midnight
(12:00 p.m./24:00 Luxembourg time) on April 10, 2015) as to the number of the shares of the Company held by you at the Luxembourg
Record Time. Such evidence must include at least: identity of the shareholder, his/her/its registered office/address, shareholder
status, number of shares held by the shareholder on the Luxembourg Record Time and signature of relevant shareholder’s bank
or stockbroker (the ‘Certificate of Evidence’). Shareholders need to contact their bank or stockbroker with respect to the provision of such Certificate of Evidence and
completion of the relevant certificate.
1. Conditions for participating in person
Holders of shares in the Company at the Luxembourg Record Time who wish to attend and vote at the Extraordinary General Meeting
and the Annual General Meeting in person must ask their financial intermediary where his/her/its shares are on deposit (bank,
broker or other financial institution or intermediary) to duly complete and to deliver the Certificate of Evidence to the
Company or Haubrok with the reference ‘EGM/AGM 2015 GAGFAH S.A.’ who must receive it no later than midnight (12:00 p.m./24:00 Luxembourg time) on April 10, 2015.
Holders of shares in the Company who wish to attend the Extraordinary General Meeting and the Annual General Meeting in person
after their timely registration, as mentioned above, must present a proof of their identity (in the form of a valid identity
card or passport) at the Extraordinary General Meeting and the Annual General Meeting. In order for the Extraordinary General
Meeting and the Annual General Meeting to proceed in a timely and orderly manner, shareholders are requested to arrive on
time. The Extraordinary General Meeting will start promptly at 2:00 p.m. (Luxembourg time) and the Annual General Meeting
immediately thereafter.
2. Conditions for voting by proxy
Holders of shares in the Company at the Luxembourg Record Time who are unable to attend the Extraordinary General Meeting
and/or the Annual General Meeting in person may give voting instructions to a proxyholder of their choice.
Proxyholders must present a proof of their identity (in the form of a valid identity card or passport) at the Extraordinary
General Meeting and at the Annual General Meeting. In order for the Extraordinary General Meeting and the Annual General Meeting
to proceed in a timely and orderly manner, proxyholders are requested to arrive on time. The Extraordinary General Meeting
will start promptly at 2:00 p.m. (Luxembourg time) and the Annual General Meeting immediately thereafter.
Please note that GAGFAH S.A. offers to the shareholders the possibility to appoint Haubrok to act as their proxyholder who
will cast their votes according to the instructions given by the shareholders. In order to give voting instructions to Haubrok,
holders of shares in the Company must have delivered to Haubrok the completed, dated and duly signed EGM/AGM Proxy Form by
no later than April 10, 2015 (midnight (12:00 p.m./24:00 Luxembourg time)). Haubrok will vote in accordance with the instructions
given by the shareholder in the EGM/AGM Proxy Form. Please note that if the proxyholder is Haubrok and if no clear voting
instructions have been given on the EGM/AGM Proxy Form no vote will be cast.
The EGM/AGM Proxy Form will only be valid if it includes the shareholder’s and, as the case may be, his/her/its legal representative’s
first name, surname, official address and signature. Incomplete or erroneous EGM/AGM Proxy Forms or EGM/AGM Proxy Forms which
do not comply with the formalities described therein will not be taken into account.
Shareholders of the Company who wish to change or revoke their proxy may do so in writing and by notifying the Company thereof
by postal services or by electronic means addressed to Haubrok or the Company (at the addresses specified below) no later
than April 16, 2015 (4:00 p.m. Luxembourg time).
A proxyholder enjoys the same rights to speak and ask questions at the Extraordinary General Meeting and the Annual General
Meeting as those to which the shareholder thus represented would be entitled. Please note that each shareholder may only appoint
one proxyholder for his/her/its shares for the Extraordinary General Meeting and the Annual General Meeting except that (i)
if a shareholder has shares of the Company held in more than one securities account, he/she/it may appoint one proxyholder
per securities account; and (ii) a shareholder acting professionally for the account of other natural or legal persons may
appoint each of these natural or legal persons or third parties appointed by them.
A person acting as a proxyholder may hold a proxy from more than one shareholder without limitation as to the number of shareholders
so represented. Where a proxyholder holds proxies from several shareholders, the proxyholder may cast votes for a certain
shareholder differently from votes cast for another shareholder.
VI. Transparency Requirements/Notifications
In accordance with the Luxembourg law of January 11, 2008, on transparency obligations for issuers of securities, any shareholder(s)
of the Company shall duly notify the Company (and the CSSF) where the percentage of voting rights held by such shareholder
(or shareholders acting in concert) reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50%
and 66 2/3%. As long as such shareholder has not made such notification, the exercise of voting rights relating to the shares
exceeding the fraction that should have been notified is suspended.
On March 12, 2015, the Company had a total issued share capital of Euro 307,707,722.50, represented by 246,166,178 shares,
each share carrying one vote except the 199,017 shares held in treasury, the voting rights of which have been suspended.
VII. Contact Details
The contact details of the Company are as follows:
GAGFAH S.A.
2-4, rue Beck L-1222 Luxembourg Grand Duchy of Luxembourg Attention: EGM/AGM 2015 GAGFAH S.A. Phone: +352 266 366 1 Email: AGM@gagfah.com Fax number: +352 266 366 01 Website: www.gagfah.com
The contact details of Haubrok are as follows:
HCE Haubrok AG
Landshuter Allee 10 80637 Munich, Germany Attention: EGM/AGM 2015 GAGFAH S.A. Phone: +49 89 210 27 333 Email: registration@hce.de Fax number: +49 89 210 27 288
Sincerely yours,
GAGFAH S.A.
For the Board of Directors (the Chairman)
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