ADO Properties S.A. / Law amendment of securities according to § 30e Para.
1, No. 1 of the WpHG [the German Securities Trading Act]
05.05.2017 / 18:03
Dissemination of a Post-admission Duties announcement according to Article
30e Para. 1, No. 1 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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On 2 May 2017 ADO Properties S.A., a société anonyme having its registered
office Aerogolf Center, 1B Heienhaff, L-1736 Senningerberg, Grand Duchy of
Luxembourg, RCS Luxembourg: B197554 (the 'Company'), whose shares are
admitted to trading on the regulated market of Frankfurter Wertpapierbörse
(ISIN: LU1250154413; WKN: A14U78), held an extraordinary general meeting of
shareholders (the 'EGM') in front of a Luxembourg notary public at which
more than 50% of the capital was present or represented thus meeting the
quorum requirements for the proposed changes to the articles of
incorporation of the Company.
In the course of the EGM the shareholders resolved notably on the amendment
of Article 3 and Article 5 of the articles of incorporation thereby
changing rights attaching to shares.
As regards Article 3, it was resolved to move the registered office of the
Company to Aerogolf Center, 1B, Heienhaff, L-1736 Senningerberg and the
amended first and second paragraphs of Article 3 now read as follows:
'The Company shall have its registered office in Niederanven in the Grand
Duchy of Luxembourg.
The Board of Directors shall also have the right to set up offices,
administrative centres, agencies and subsidiaries wherever it shall see
fit, either within or outside the Grand-Duchy of Luxembourg. Without
prejudice of the general rules of law governing the termination of
contracts, the registered office may be transferred to any other place
within the City of Luxembourg and to another municipality by decision of
the Board of Directors, which is authorised to amend these Articles in case
of such transfer.'
As regards Article 5, the second and third paragraphs have been amended and
new paragraphs 4 and 5 have been inserted such that the second and third
paragraphs and the new fourth and fifth paragraphs of Article 5 now read as
follows:
'The authorised capital of the Company is set at seven hundred and fifty
million Euros (750,000,000) without nominal value. The authorisation to
issue Shares thereunder is valid for a period ending five (5) years from
the date of the publication of the resolution creating the authorised
capital in the official gazette of Luxembourg (unless amended or extended
by the general meeting of shareholders (the 'General Meeting')).
The Board of Directors or delegate(s) duly appointed by the Board of
Directors, may from time to time issue such shares within the authorised
share capital at such times and on such terms and conditions, including the
issue price, as the Board of Directors or its delegate(s) may in its or
their discretion resolve and the Board of Directors is further authorised
to arrange for a requisite change of these articles to reflect such
increase. The Board of Directors is authorised to suppress, limit or waive
any pre-emptive subscription rights of shareholders to the extent it deems
advisable for any issues of shares within the authorised capital.
The Board of Directors is authorised to attribute existing shares or issue
new shares to the following persons free of charge:
- employees or a certain category of employees of the Company;
- employees of subsidiaries in which the Company holds directly or
indirectly at least 10 per cent of capital or voting rights;
- employees of companies of which at least 50 per cent of the capital or
voting rights are held directly or indirectly by a company that itself
holds directly or indirectly at least 50 per cent of the capital of the
Company;
- officers of the Company or of any of the companies mentioned above or
certain categories of such officers.
The Board of Directors is authorised to determine the conditions and
modalities of any attribution or issue of shares free of charge (including
any required minimum holding period).'
A copy of the notarial deed containing the resolutions adopted at the EGM
including those constituting changes in the rights attaching to the shares
of the Company, will be available on the Company's website under
www.ado.properties/AGM2017.
Luxembourg, 5 May 2017
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05.05.2017 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: ADO Properties S.A.
1B Heienhaff
L-1736 Senningerberg
Luxemburg
Internet: www.ado.immo
End of News DGAP News Service