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 the annual general meeting of shareholders shall be held as follows:
The Annual General Meeting 2018
deliberating on ordinary matters
(the Meeting)
will be held on 31 May 2018, at 09:00 a.m. (Central European Summer Time, CEST) with the agenda as set out below at
Chambre de Commerce 7, Rue Alcide de Gasperi L-2981 Luxembourg Luxembourg
AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING
1. |
Presentation of the management report regarding the stand-alone annual accounts of the Company and the consolidated financial
statements for the financial year ended 31 December 2017.
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2. |
Presentation of the report of the supervisory board regarding the stand-alone annual accounts and the consolidated financial
statements of the Company for the financial year ended 31 December 2017.
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3. |
Presentation of the reports of the independent auditor (cabinet de révision agréé) of the Company regarding the stand-alone annual accounts and the consolidated financial statements of the Company for the
financial year ended 31 December 2017.
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4. |
Approval of the stand-alone annual accounts of the Company for the financial year ended 31 December 2017.
The Management Board proposes that the stand-alone annual accounts of the Company for the financial year ended 31 December
2017 be approved by the Meeting.
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5. |
Acknowledgement of the profit of the Company made with respect to the financial year ended 31 December 2017 and resolution
concerning the allocation of the results of the Company for the financial year ended 31 December 2017.
The Management Board proposes that the Meeting acknowledges that the Company made a loss after tax (adjusted) with respect
to the financial year ended on 31 December 2017 in an aggregate amount of EUR 4,835,384.09 and that the Meeting resolves to
carry forward the loss to the next financial year.
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6. |
Approval of the consolidated financial statements of the Company for the financial year ended 31 December 2017.
The Management Board proposes that the consolidated financial statements of the Company for the financial year ended 31 December
2017 be approved by the Meeting.
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7. |
Discharge (quitus) to each of the present and past members of the Management Board of the Company, consisting of Jürgen Geißinger and Kumar
Manav Sharma, for the performance of their duties as members of the Management Board for, and in connection with, the financial
year ended 31 December 2017.
The Management Board proposes that the Meeting resolves the discharge of each of the members of the Management Board of the
Company for the performance of their duties as members of the Management Board for, and in connection with, the financial
year ended 31 December 2017.
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8. |
Discharge (quitus) to each of the present and past members of the supervisory board of the Company, consisting of Steven Holliday, Alberto
Terol, Ben Langworthy, Amol Jain, Todd Morgan, Matthias Schubert, Martin Skiba, Stefan Kowski, Carl Friedrich Arp Ole von
Beust and Deepak Mishra for the performance of their duties as members of the supervisory board of the Company for, and in
connection with, the financial year ended 31 December 2017.
The Management Board proposes that the Meeting resolves the discharge of each of the present and past members of the supervisory
board of the Company for the performance of their duties as members of the supervisory board for, and in connection with,
the financial year ended 31 December 2017.
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9. |
Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, Ernst & Young S.A., in relation to the stand-alone annual accounts and the consolidated financial statements
for the financial year ending on 31 December 2018.
The Management Board proposes that the mandate of Ernst & Young S.A., as independent auditor (cabinet de révision agréé) of
the Company in relation to the stand-alone annual accounts and the consolidated financial statements be renewed by the Meeting
for a term which will expire at the end of the annual general meeting of the shareholders of the Company called to approve
the stand-alone annual accounts and the consolidated financial statements for the financial year ending on 31 December 2018.
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10. |
Miscellaneous.
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I. 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.
II. 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.
III. Available information and documentation
The following information is available on the Company’s website under www.senvion.com/agm2018, 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 resolutions in relation to above agenda points to be adopted at the Meeting (i.e. inter alia the annual report containing the 2017 annual
accounts, the management report and the supervisory report and the auditor reports on the stand alone and consolidated accounts);
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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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IV. Attendance and registration procedures
Shareholders shall, on or before the Record Date, indicate to the Company by Email, 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 17 May 2018 at 00:00 (CEST).
Attestation forms are available on the Company’s website under www.senvion.com/agm2018.
Attestations must be received by the Company (by fax or e-mail) on 26 May 2018 at 11:59 p.m. (CEST) at the latest, followed
by 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 E-Mail: agm@linkmarketservices.de Website: www.senvion.com/agm2018
The attestation must be made in text form in German or English.
V. 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 on the Company’s website under www.senvion.com/agm2018.
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 the address mentioned under item IV. (Attendance) above.
The duly completed and signed proxy form and instruction must be received by the Company (by fax or e-mail), followed by the
original by mail, at the latest on 26 May 2018 at 11:59 p.m. (CEST).
Exercise of voting rights of shares in connection with duly completed and signed proxy forms received after such date will
not be possible at the Meeting.
VI. Vote by correspondence
Shareholders may also vote by correspondence by way of the attached form. Voting forms which do not specify how a vote shall
be counted or if the vote is retained, are void (nul).
Voting forms are available on the Company’s website under www.senvion.com/agm2018.
Shareholders are kindly invited to send the duly completed and signed form to the address mentioned under item IV. (Attendance)
above.
The duly completed and signed original voting forms must be received by the Company at the latest on 30 May 2018 at 9.00 a.m.
(CEST).
Exercise of voting rights of shares in connection with duly completed and signed proxy forms received after such date will
not be possible at the Meeting.
VII. 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 9 May 2018 at 11:59 p.m. (CEST) to the address mentioned
under item IV. (Attendance) above.
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 on 27 April 2018, if any, (ii) the members of the supervisory board and (iii) the auditor of the Company.
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).
VIII. Notice on Data Protection
On 25 May 2018, new regulations on data protection take effect in the EU. The protection and compliant processing of your
personal data have highest priority for us. In our data protection notice you can find detailed information about processing
personal data of our shareholders. From 25 May 2018, you will find the new data protection notice here:
https://www.senvion.com/global/en/investors/.
Luxembourg, April 2018
SENVION S.A.
The Management Board
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