exceet Group SE Société européenne
Registered Office: 115, avenue Gaston Diderich, L-1420 Luxembourg
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 and an EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
will be held on 2 May 2018 at 12:00 (noon) CEST.
The annual general shareholders’ meeting and the extraordinary 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 on 31 December 2017
to the general meeting;
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2. |
Approval of the annual accounts for the financial year ended on 31 December 2017;
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3. |
Allocation of the result;
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4. |
Presentation 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 on 31 December 2017 to the general meeting;
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5. |
Approval and, to the extent necessary, ratification of the consolidated accounts for the financial year ended on 31 December
2017;
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6. |
(i) Discharge to be granted to the members of the board of directors; (ii) acknowledgement of the resignations of Mr. Hans
Hofstetter, Dr. Hagen Hultzsch and Mr. Dirk-Jan van Ommeren as directors of the Company, and (iii) appointment of Mr. Klaus
Röhrig, Mr. Florian Schuhbauer and Mr. Jan Klopp the new directors of the Company until the annual general meeting approving
the annual accounts for the financial year ending on 31 December 2018;
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7. |
Approval and, to the extent necessary, ratification of the remuneration of the board of directors and the executive officers
for the financial year ended on 31 December 2017 and for the financial year ending on 31 December 2018;
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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 on 31 December
2018;
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9. |
Miscellaneous.
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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.
At the aforementioned extraordinary general shareholders’ meeting, the shareholders shall deliberate and vote on the following agenda item:
AGENDA
1. |
Transfer of the registered office of the Company.
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2. |
Restatement of the articles of association.
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Quorum and Majorities
Pursuant to the Company’s articles of association and the law, the extraordinary general meeting of shareholders will deliberate
validly only if a quorum of at least fifty percent (50%) of the share capital is present or represented. Decisions related
in the agenda of the extraordinary general meeting of shareholders will be passed by a majority of at least two-thirds (2/3)
of the votes validly cast at the extraordinary general meeting of shareholders.
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, 115 avenue Gaston Diderich, L-1420 Luxembourg)
or electronic means (to: i.himbert@exceet.lu) at least twenty-two (22) days prior to the date of the relevant general meeting
of shareholders, i.e. on 10 April 2018 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 17 April 2018.
Documents
Copies of the proposals of the resolutions of the annual general shareholders’ meeting and copies of the proposals of the resolutions of the extraordinary general shareholders’ meeting 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.ch/investor-relations) and at the registered office of the Company as from 29 March 2018.
Upon request to i.himbert@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 and Extraordinary 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 18 April 2018 at 24:00 (midnight) CEST (the ‘Record Date‘) and registers for the meetings (please see below section ‘Registration for the Annual General Shareholders’ Meeting and Registration for the Extraordinary General Shareholders’ Meeting‘) and provides the certificate specified below, shall be admitted to participate and vote in the annual general shareholders’
meeting as well as in the extraordinary general shareholders’ meeting.
All shareholders wishing to participate (in person, or by voting through proxy or voting form) in the annual general shareholders’
meeting and/or the extraordinary 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 and/or
the extraordinary 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 18 April 2018 at 24:00 (midnight) CEST until 26 April 2018, 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 and/or the extraordinary general
shareholders’ meeting in person shall carry proof of identity at the annual general shareholders’ meeting and the extraordinary
general shareholders’ meeting.
Registration for the Annual General Shareholders’ Meeting and/or the Extraordinary General Shareholders’ Meeting
Shareholders wishing to participate in the annual general shareholders’ meeting and/or the extraordinary general shareholders’
meeting need to register for the annual general meeting by submitting their registration by mail, fax or by e-mail by 18 April
2018 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.ch/investor-relations) which should be used. Shareholders
having registered for the annual general shareholders’ meeting and/or the extraordinary 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 and/or the extraordinary general shareholders’ meeting by 26 April 2018 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 e-mail to the Centralizing Agent of the Company no later than 26
April 2018 at 12:00 (noon) CEST and should be accompanied by the proof of shareholding.
Proxy forms provided on the website of the Company (www.exceet.ch/investor-relations) may 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 and/or the extraordinary 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 and/or the extraordinary 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 26
April 2018 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 and/or Extraordinary General Shareholders’ Meeting‘). Only voting forms provided by the Company on its website (www.exceet.ch/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.
Luxembourg, in March 2018
For the board of directors of the Company
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