SENVION S.A. Société anonyme
Siège social: 46A, Avenue J.F. Kennedy, L-1855 Luxembourg R.C.S. Luxembourg: B 186599
Notice to all Shareholders
All shareholders of SENVION S.A. (the Company) are hereby given notice by the management board of the Company (the Management Board) that an extraordinary general meeting of shareholders shall be held as follows:
An extraordinary general meeting of the shareholders of the Company
(the Meeting)
will be held on 21 September 2017, at 9.00 a.m. (Central European Summer Time, CEST) with the agenda as set out below at the offices of
Allen & Overy, SCS 33, Avenue J.F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg
AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING
1. |
Confirmation and appointment of Steven Holliday and Alberto Terol as members of the supervisory board of the Company, each
for a term of office ending after the annual general meeting of the shareholders of the Company to be held in 2023.
The Management Board proposes that the Meeting (i) confirms the appointment by co-optation of Steven Holliday and Alberto
Terol as members of the supervisory board of the Company with effect as of 15 June 2017 and 10 July 2017 respectively, and
(ii) appoints Steven Holliday and Alberto Terol as members of the supervisory board of the Company, each for a term of office
ending after the annual general meeting of the shareholders of the Company to be held in 2023.
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2. |
Acknowledgment of the resignation of Martin Skiba as member of the supervisory board of the Company with effect as of 5 July
2017 and granting of discharge (quitus).
The Management Board proposes that the Meeting resolves to (i) acknowledge the resignation of Martin Skiba as member of the
supervisory board of the Company with effect as of 5 July 2017, and (ii) grant discharge (quitus) to Martin Skiba for the
performance of his mandate as member of the supervisory board of the Company from 3 March 2016 to the date of his resignation.
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3. |
Approval of the increase of the number of members of the supervisory board of the Company by one additional member to a total
of seven members.
The Management Board proposes that the Meeting approves the increase of the number of members of the supervisory board of
the Company by one additional member to a total of seven members.
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4. |
Appointment of Carl Friedrich Arp Ole Freiherr von Beust as member of the supervisory board of the Company for a term of office
ending after the annual general meeting of the shareholders of the Company to be held in 2023.
The Management Board proposes that the Meeting appoints Carl Friedrich Arp Ole Freiherr von Beust as member of the supervisory
board of the Company with immediate effect, for a term of office ending after the annual general meeting of the shareholders
of the Company to be held in 2023.
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5. |
Approval of the participation of the members of the supervisory board of the Company in the long term incentive programme
granting stocks of the Company.
The Management Board proposes that the Meeting approves the participation of the members of the supervisory board of the Company
in the long term incentive programme of the Company (the
LTIP
).
The Management Board proposes that the Meeting approves that the maximum number of stocks granted to the members of the supervisory
board of the Company, taken as a group, under the LTIP, shall not exceed a maximum number of 62,000 shares of the Company.
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6. |
Miscellaneous.
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Quorum and majority requirements
There is no quorum of presence requirement for the Meeting. The agenda items are adopted by a simple majority of the voting
rights duly present or represented.
Share capital and voting rights
At the date of convening of the Meeting, the Company’s subscribed share capital equals six hundred fifty thousand euro (EUR
650,000) and it is divided into sixty-five million (65,000,000) shares having a par value of zero euro and one cent (EUR 0.01)
each, all of which are fully paid up.
Available information and documentation
The following information is available on the Company’s website under www.senvion.com/egm2017, starting on the day of publication
of this convening notice in the Luxembourg official gazette (RESA – Recueil Electronique des Sociétés et Associations) and at the Company’s registered office in Luxembourg:
(a) |
full text of any document to be made available by the Company at the Meeting including draft resolutionsin relation to above agenda points to be adopted at the Meeting;
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(b) |
this convening notice;
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(c) |
the total number of shares and attached voting rights issued by the Company as of the date of publication of this convening
notice;
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(d) |
the proxy form as further mentioned below; and
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(e) |
the correspondence voting form as further mentioned below.
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Attendance and registration procedures
Shareholders shall, by 14 September 2017 at 11:59 p.m. (CEST) at the latest, indicate to the Company their intention to participate
at the Meeting.
In order to be able to register for and participate at the Meeting, Shareholders are obliged to obtain an attestation from
their depository bank (the Attestation) which is safe-keeping their shares in the Company stating the number of shares held by the shareholder 14 calendar days
before the date of the Meeting (the Record Date), i.e. on 7 September 2017 at 00:00 (CEST). The Attestation must be dispatched by fax and the original by regular mail to:
SENVION S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289
The attestation must be made in text form in German or English.
Attestations must be received by the Company (by fax) at the latest on 14 September 2017 at 11:59 p.m. (CEST).
Proxy voting representatives
Shareholders not being able to attend the Meeting in person may appoint a proxyholder to attend the Meeting on their behalf.
The attendance and registrations procedure is exactly the same as for shareholders participating personally as mentioned above.
The proxyholder will have to identify himself on the day of the agenda by presenting a valid identification card and by submitting
the admission ticket of the shareholder.
In order to simplify the execution of their voting rights, the Company provides the option of appointing a proxy voting representative
named by the Company and bound by the instructions of the shareholder prior to the Meeting.
Proxy forms are available under the following contact details:
SENVION S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289 E-Mail: agm@linkmarketservices.de Website: www.senvion.com/egm2017
In such proxy form shareholders are kindly invited to fill in the required details, to date, sign and return the proxy form
(including the Attestation) by e-mail or fax and the original by mail to:
SENVION S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289 E-Mail: agm@linkmarketservices.de Website: www.senvion.com/egm2017
The duly filled in and signed proxy form and instruction must be received by the Company (by fax or e-mail) at the latest
on the 16 September 2017 at 11:59 p.m. (CEST). Exercise of voting rights of shares in connection with duly filled in and signed
proxy forms received after such date will not be possible at the Meeting.
Shareholders who will receive their admission tickets by mail will receive a form for proxy voting. In addition, forms will
be sent upon written request to the Company at the following address:
SENVION S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289 E-Mail: agm@linkmarketservices.de Website: www.senvion.com/egm2017
Vote by correspondence
Shareholders who wish to vote by correspondence must request a form for voting by correspondence from the Company at the following
address after following the registration process as mentioned above:
SENVION S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289 E-Mail: agm@linkmarketservices.de Website: www.senvion.com/egm2017
or, alternatively, download the form from the Company’s website at www.senvion.com/egm2017, and send the duly completed and
signed form to the above mentioned address so that it shall be received by the Company on the 20 September 2017 at 9.00 a.m.
(CEST). Exercise of voting rights of shares in connection with duly filled in and signed proxy forms received after such date
will not be possible at the Meeting.
Additional important information for shareholders
Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons that were shareholders
on the Record Date (or their duly appointed proxyholders). Transfer of shares after the Record Date is possible subject to
usual transfer limitations, as applicable. However, any transferee having become owner of the shares after the Record Date
has no right to vote at the Meeting.
One or more shareholder(s) representing at least 5% of the Company’s share capital may request the addition of items to the
agenda of the Meeting by sending such requests at the latest until the 30 August 2017 at 11:59 p.m. (CEST) to the following
e-mail address, fax number or mail address:
SENVION S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 München Germany Fax: 0049/89/21027-289 E-Mail: agm@linkmarketservices.de Website: www.senvion.com/egm2017
Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording
of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address and a postal address
to which the Company may correspond and confirm receipt of the request.
This convening notice was dispatched by regular mail to (i) registered shareholders that were known by name and address to
the Company, if any, (ii) the members of the supervisory board and (iii) the auditor of the Company on 17 August 2017.
Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on
transparency requirements for issuers of securities, there is no limit to the maximum number of votes that may be exercised
by the same person, whether in its own name or by proxy.
The results of the vote will be published on the Company’s website within 15 days following the Meeting.
For further information you may contact the service provider, Link Market Services GmbH, by dialling +49 (0)89 210 27-222
(Mon. – Fri. 9 a.m. to 5 p.m. (CEST) / except Holidays in Germany or Luxembourg).
Luxembourg, August 2017
SENVION S.A.
The Management Board
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