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Annual General Meeting of Shareholders Ureg 24/05/2024 Registre des entreprises allemand (publications de sociétés), Allemagne
Texte
ADLER Group S.A.
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this convening notice for the AGM (which includes draft resolutions in relation to the above agenda points to be adopted at the AGM); |
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the total number of shares and voting rights as at the date of this convening notice; |
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the participation, proxy and voting form for the AGM (the " AGM Participation, Proxy and Voting Form" or the " AGM PPV Form"); |
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the full text of any document to be made available by the Company at the AGM including:-
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Shareholders may obtain a copy of the full text of any document to be made available by the Company at the AGM and the draft resolution proposed to be adopted by the AGM upon request by post (see contact details in Section VII below) or by e-mail to anmeldestelle@computershare.de to Computershare Deutschland GmbH & Co KG, in its capacity as mandated agent of the Company (" Computershare").
II. QUORUM AND VOTING
The AGM will validly deliberate on its agenda regardless of the number of shareholders present or of the number of shares represented. Resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented. Each share is entitled to one vote.
III. ISSUED SHARE CAPITAL, TOTAL NUMBER OF SHARES AND VOTING RIGHTS
On the date of publication of this convening notice:
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the issued share capital of the Company amounts to EUR 188,016.37; |
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the total number of shares composing the share capital of the Company is 151,626,107 dematerialised shares without a nominal value, and |
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the total number of voting rights attached to the shares composing the share capital of the Company is 151,626,107 voting rights. |
IV. RIGHT OF SHAREHOLDERS TO ADD ITEMS TO THE AGENDA
OR TO TABLE ALTERNATIVE RESOLUTIONS
Shareholders holding individually or collectively at least 5% of the issued share capital of the Company have the right (a) to add new items on the agenda of the AGM and/or (b) to table draft resolutions regarding items included or to be included in the agenda of the AGM.
Such requests must be in writing and sent to Computershare by post (see contact details in Section VII below) or by e-mail to anmeldestelle@computershare.de. They must be accompanied by a justification or a draft resolution to be adopted at the AGM. They must also indicate the postal or electronic address at which the Company or Computershare (as the Company's agent) may acknowledge receipt of these requests. The requests must be accompanied by proof (in the form of a certificate issued by the bank, the custodian, professional securities' depositary or the financial institution where the shares are on deposit) that the shareholder(s) hold the required number of shares on the date of the request (i.e. at least 5%). The new agenda points/draft resolutions will only be considered by the AGM if the requesting shareholder(s) holds the requisite number of shares also on the Record Date (as defined below).
Any such request and accompanying documents from shareholders must be received by Computershare (in the manner as described above), not later than the 22 nd day before the AGM (i.e. not later than Monday, 3 June 2024).
The Company or Computershare as the Company's agent, shall acknowledge receipt of any such requests within 48 hours of receipt.
The Company shall publish a revised agenda at the latest on the 15 th day before the AGM (i.e. by Monday, 10 June 2024).
V. RIGHT TO ASK QUESTIONS
Every shareholder has the right to ask questions concerning items on the agenda of the AGM. The Company will respond to such questions on a best efforts basis subject to the measures which it may take to ensure the identification of shareholders, the good order of the AGM and its preparation and the protection of confidentiality and the Company's business interests. The Company may provide one overall answer to questions having the same content. Where the relevant information is available on the Company's website in a question and answer format, the Company shall be deemed to have answered the questions asked by referring to its website.
For the sake of the good order of the AGM and to facilitate the Company providing comprehensive answers to questions raised, questions of shareholders concerning items on the agenda of the AGM, should be received by Computershare by midnight (24:00 CEST) on Thursday, 20 June 2024 by post (see contact details in Section VII below) or by e-mail to anmeldestelle@computershare.de. Answers will be provided by the Company either during the AGM (as applicable) or on the Company's website in a question and answer format.
VI. PARTICIPATION TO THE AGM
The rights of shareholders to participate at the AGM and exercise voting rights are subject to such shareholders being shareholders of the Company at midnight (24:00) CEST on Tuesday, 11 June 2024 (the " Record Date", i.e. the day falling fourteen (14) days before the date of the AGM).
In order to participate in the AGM, a shareholder must:-
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indicate his/her/its intention to participate in the AGM, as applicable at the latest by 24:00 CEST on Tuesday, 11 June 2024, the Record Date. This confirmation of participation shall be given to Computershare in writing (by e-mail to anmeldestelle@computershare.de or by post (see contact details in Section VII below)) by a shareholder directly or someone on his/her/its behalf; |
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procure that a Shareholding Confirmation Certificate is received by Computershare at the latest by midnight (24:00 CEST) on Thursday, 20 June 2024. This " Shareholding Confirmation Certificate" must indicate the shareholder's name and the number of Company shares held at midnight, (24:00) CEST on the Record Date. The Shareholding Confirmation Certificate shall be issued by the bank, the professional securities' depositary or the financial institution where the shares are on deposit. A template form can be downloaded from the Company's website in the segment "Corporate Governance" > "General Meeting" > "General Meeting 2024"; and |
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complete and return an AGM PPV Form as described above, depending on whether the shareholder is participating to the AGM:-
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The AGM PPV Form can be downloaded from the Company's website,
https://ir.adler-group.com
in the segment "Corporate Governance" > "General Meeting" > "General Meeting 2024".
VII. CONTACT DETAILS COMPUTERSHARE
The contact details of Computershare, as the agent duly mandated by the Company to receive confirmations of participation to the AGM and to receive the Shareholding Confirmation Certificates, the Participation, Proxy and Voting Forms, questions on the agenda of the AGM, proposals of additional agenda items and proposed resolutions pursuant to this convening notice are as follows:-
ADLER Group S.A.
c/o Computershare Operations Center
| Postal address: | 80249 München |
| E-mail: | anmeldestelle@computershare.de |
VIII. PROCESSING OF PERSONAL DATA
For information on the processing of personal data in connection with the AGM, we invite you to consult the Company's Data Protection Notice, which can be found on the Company's website,
https://ir.adler-group.com
in the segment "Corporate Governance" > "General Meeting" > "General Meeting 2024".
Signed on 24 May 2024
The Board of Directors
Stefan Brendgen
(Chairman)
Cette annonce se réfère à une date antérieure et ne reflète pas nécessairement l’état actuel. L’état actuel est présenté à la page suivante : Adler Group SA, Luxembourg.