Notice of the Extraordinary General Meeting of Shareholders
of Fyber N.V. to be held on 21 February 2019
Fyber N.V. (the Company) invites its shareholders to its Extraordinary General Meeting of Shareholders (EGM) to be held at the offices of Stibbe N.V. Beethovenplein 10, 1077 WM Amsterdam, the Netherlands, on 21 February 2019, at 1:30 pm CET. The language of the meeting shall be in English.
The agenda items of the EGM will be as follows:
Opening and announcements
Bond Conversion: Issuance of new Shares and exclusion of pre-emptive rights (vote)
Debt Conversion: Issuance of new Shares and exclusion of pre-emptive rights (vote)
Amendment to the Articles of Association of the Company (vote)
Proposal to appoint Yair Safrai as a member of the Supervisory Board (vote)
The agenda above, the explanatory notes thereto (including the information regarding the proposed Supervisory Board member[s]
as referred to in section 2:142 paragraph 3 Dutch Civil Code and the proposal to amend the Company's articles of association
are available free of charge on the Company's website:
The management board has determined that for this meeting the persons who will be considered as entitled to attend the general
meeting, are those holders of shares who on 24 January 2019, after close of trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the Record Date), hold those rights and are registered as such in the administrations of their banks and brokers.
Registration to Vote
Each Shareholder is entitled to vote on the total number of shares that he/she holds at the close of trading on the Record
Date, provided he/she has registered his/her shares timely.
A confirmation by the custodian bank in whose administration the shares of the relevant shareholder are registered must be
submitted to the Company, stating that such shares were registered in his/her name at the Record Date. The confirmation must
include the full address details of the relevant shareholder in order to enable the Company to verify the shareholding on
the Record Date in an efficient manner.
The confirmation must be sent by the shareholder's bank to the Company, not later than 14 February 2019 at 5:30 pm CET. A copy of the confirmation may be sent by e-mail to
Please send the original confirmation to the address of the Company listed below. The Company will send an email confirmation
to the shareholder of the registration for the AGM.
Voting by Proxy
Notwithstanding the obligation to register for the meeting, the right to attend and to vote at the meeting may be exercised
by a holder of a written proxy. A form of a written proxy is available on the Company's website. The written proxy must be
received by the Company no later than on 14 February 2019, 5:30 pm CET. The proxy to represent a shareholder may (but needs not) be granted to Ms Manon Cremers, civil law notary with
Stibbe or her substitute, by sending an email with proxy and voting instructions to
no later than 14 February 2019 at 5:30 pm CET. Please send the original proxy to the Company's address listed below. A copy of the written proxy must be
shown at the registration prior to the start of the meeting.
If you intend to instruct your custodian bank for any of the above, please be aware that applicable deadlines could be a number
of days before those mentioned above. Please check with the individual institutions as to their cut-off dates.
Registration and identification at the meeting
Registration for admission to the meeting will take place from 12:30 CET until the commencement of the meeting at 1:30 pm
CET. After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for identification
prior to being admitted by means of a valid official identity document, such as a passport.
As of 20 December 2018 the issued share capital of the Company amounts to EUR 11,453,333.30, divided into 114,533,333 ordinary
shares of EUR 0.10 each. A total of 1,966,667 shares were held by the Company itself.
For further information, please see the Company's website
All communications to the Company or the Management Board in connection with the foregoing must be addressed to the Company
attn.: Governance Department
Johannisstraße 20, 10117 Berlin, Germany
Berlin, Germany on 20 December 2018
The Supervisory Board and the Management Board of Fyber N.V.