DGAP-News: European CleanTech 1 S.E.: CONVENING NOTICE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(firmenpresse) - DGAP-News: European CleanTech 1 S.E. / Key word(s): AGM/EGM
European CleanTech 1 S.E.: CONVENING NOTICE FOR THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
21.11.2012 / 14:00
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European CleanTech I SE
Sociétéeuropéenne
Registered office: 40, Avenue Monterey, L-2163 Luxembourg
R.C.S. Luxembourg B 155.076
__________________________________________________________________
CONVENING NOTICE FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given to the holders of shares of European CleanTech I SE
(the 'Company') that an EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS,
will be held on December 20, 2012 at 10:30 CET. The meeting will be held at
Chambre de commerce, 7 rue Alcide Gasperi, L-2981 Luxembourg.
At the extraordinary general meeting, the shareholders shall deliberate and
vote on the following agenda:
AGENDA
1. Change of the name of the Company into ''Electrawinds SE'' and related
amendment of Article 1 of the articles of association of the Company;
2. Change of the corporate object of the Company which shall henceforth
read as follows:
3.1 The Company's purpose is the creation, holding, development and
realisation of a portfolio, consisting of interests and rights of any kind
and of any other form of investment in entities in the Grand Duchy of
Luxembourg and in foreign entities, whether such entities exist or are to
be created, especially by way of subscription, acquisition by purchase,
sale or exchange of securities or rights of any kind whatsoever, such as
equity instruments, debt instruments, patents and licenses, and the
administration and control of such portfolio , and the provision of
management or other services to directly or indirectly controlled entities.
3.2 The Company may further grant any form of security for the performance
of any obligations of the Company or of any entity in which it holds a
direct or indirect interest or right of any kind or in which the Company
has invested in any other manner or which forms part of the same group of
entities as the Company and lend funds or otherwise assist any entity in
which it holds a direct or indirect interest or right of any kind or in
which the Company has invested in any other manner or which forms part of
the same group of companies as the Company.
3.3 The Company may borrow in any form and may issue any kind of notes,
bonds and debentures and generally issue any debt, equity and/or hybrid
securities or options to subscribe for shares in accordance with Luxembourg
law.
3.4 The Company may further provide any and all financial management
services including but not limited to treasury management services,
currencies management services, interest rate and foreign exchange risk
management to any entity in which it holds a direct or indirect controlling
interest.
3. Amendment and full restatement of the articles of association of the
Company in the form made available on the website of the Company since
November 20, 2012;
4. Acknowledgement of the supplementary special report of the management
board, increase of the authorized capital and renewal of the
authorization period. During the period of five (5) years from the
publication of the resolutions of this extraordinary general meeting of
shareholders, the board of directors is authorized to issue class A
shares, to grant options to subscribe for class A shares and to issue
any other instruments convertible into class A shareswithin the limit
of the authorized capital, to such persons and on such terms as the
board of directors shall see fit, and specifically also to proceed to
such issue without reserving for the existing shareholders a
preferential right to subscribe to the class A shares issued;
5. Acknowledgment of the resignation of Grant Thornton Lux Audit S.A. as
the independent auditor of the Company and appointment of Ernst&Young
S.A. as the independent auditor of the Company for the financial year
ending December 31, 2012;
6. Acknowledgement of the reduction of the warrant reserve;
7. Acknowledgement of the appointment of directors pursuant to the
extraordinary general meeting of September 28, 2012; and
8. Authorization of the Company to acquire its own shares.
Quorum and majorities
Extraordinary general meeting of shareholders
Pursuant to the Company's articles of association and the law, the
extraordinary general meeting of shareholders will deliberate validly upon
items 1, 2, 3, 4 and 8 of the agenda of the extraordinary general meeting
of shareholders only if a quorum of at least fifty percent (50%) of the
share capital is present or represented for each class of shares
individually. Decisions relating to items 1, 2, 3, 4 and 8 of the agenda of
the extraordinary general meeting of shareholders will be passed by a
majority of two thirds (?) of the votes validly cast for each class of
shares individually.
Pursuant to the Company's articles of association and the law, the
extraordinary general meeting of shareholders will deliberate validly upon
item 4 of the agenda regardless of the number of shares present or
represented. The decisions related to these items on the agenda will be
passed by a simple majority of the votes validly cast at the extraordinary
general meeting of shareholders. No decision needs to be taken for items 6
and 7 of the agenda.
Right to amend the content of the agenda
Pursuant to the Company's articles of association and the Luxembourg law of
May 24, 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 that one or several items be added to the agenda of any
general meeting of shareholders and file draft resolution(s) in this
respect. Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law
and the Company's articles of association, such request and draft
resolution(s) must be received at the Company's registered office by
registered letter or by e-mail at least twenty-two (22) days prior to the
date of the extraordinary general meeting of shareholders, i.e., prior to
November 29, 2012, 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 extraordinary general meeting of
shareholders, the Company will make an amended agenda available at the
latest fifteen (15) days prior to the meeting.
The proposed amendments to the Company's articles of association set forth
in the proposed resolution on item 2 of the agenda of the extraordinary
general meeting of shareholders will, inter alia, amend the notice periods
so as to be in line with Article 4 of the Luxembourg Shareholders' Rights
Law.
Documents
Copies of the report of the management board, the draft consolidated
articles of association, the draft resolutions of the extraordinary general
meeting of shareholders and the revised agenda, if any, further to a
requested addition in accordance with the above, are available on the
Company's website (www.ectse.com).
Upon request to info(at)ectse.com, copies of the aforementioned documents will
be mailed to the shareholders.
Share capital of the Company
The Company's issued share capital is currently set at one million two
hundred forty-five thousand one hundred seventy euro and forty-five cents
(EUR 1,245,170.45), represented by (i) forty-nine million nine hundred
sixty-five thousand four hundred thirty-five (49,965,435) redeemable class
A shares, (ii) nine hundred fifty-eight thousand three hundred thirty-three
(958,333) redeemable class B2 shares and (iii) nine hundred fifty-eight
thousand three hundred thirty-four (958,334) redeemable class B3 shares.
Each share entitles the holder thereof to one vote.
Right to participate in the extraordinary general 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 extraordinary general
shareholders' meeting. Therefore, any shareholder who holds one or more
shares of the Company at midnight (24:00 (midnight) CET), on December 6,
2012 (the 'Record Date'), registers by such time for the extraordinary
general meeting of shareholders (see under '-Registration for the
extraordinary general meeting' below for more details) and, if applicable,
timely furnishes the certificate specified below, shall be admitted to
participate and vote in the extraordinary general meeting of shareholders
to be held on December 20, 2012 at 10:30CET. One of the purposes of the
proposal to the Company's shareholders to amend the articles of association
of the Company (item 2 of the agenda) is to reflect changes brought along
by the Luxembourg Shareholders' Rights Law in the Company's articles of
association, which currently provide for a record date falling five (5)
days prior to the date of the extraordinary general meeting of
shareholders. For the avoidance of doubt, the fourteen (14) days' period
does prevail at all times over the five (5) days' period.
All shareholders wishing to participate (in person, or by voting through
proxy or voting form) in the extraordinary general meeting of shareholders
of the Company shall notify the Company thereof at the latest on the Record
Date in writing by mail, fax or by e-mail.
Class A shareholders whose class A 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 such operator or depositary or sub-depositary a
certificate certifying the number of shares recorded in their account on
the Record Date.
To participate and vote in the extraordinary general meeting of
shareholders, class A shareholders shall submit a copy of the certificate
via their custodian bank by mail, by fax or by e-mail to the Centralizing
Agent of the Company in the period from December 6 , 2012, 24:00 (midnight)
CET, until December 18, 2012, 10:30 CET.
Holders of shares in registered form entered into the share register of the
Company, i.e. all holders of class B shares and holders of class A shares
not 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, do not need to provide proof of their shareholding.
Any shareholder and/or proxyholder participating in the extraordinary
general meeting of shareholders in person shall carry proof of identity at
the extraordinary general meeting of shareholders.
Registration for the extraordinary general meeting
Shareholders wishing to participate in the extraordinary general meeting of
shareholders need to register for these meeting(s) by submitting theirregistration by mail, fax or by e-mail until December 6, 2012, 24:00
(midnight) CET to the Centralizing Agent of the Company at the following
address:
Deutsche Bank AktiengesellschaftRegistration forms are provided on the website of the Company
Attn.: TSS/GES, Post-IPO Services
Taunusanlage 12
D-60325 Frankfurt am Main, Germany
Fax: +49 69 910-38794
E-mail: dct.tender-offers(at)db.com
(www.ectse.com) which should be used. Shareholders having registered for
the meeting(s) may provide proxy or voting forms in case they do not wish
to participate in person in the meeting(s) until December 18, 2012, 10:30
CET (see under '-Representation' below).
Representation
In the event that any shareholder appoints another person, shareholder or
not, as his proxy to vote on his behalf, the proxy must be submitted by
mail, fax or by e-mail to the Centralizing Agent of the Company no later
than December 18, 2012, 10:30 CET.
Proxy forms provided on the website of the Company (www.ectse.com) may be
used and only signed proxy forms will be taken into account. One person may
represent more than one shareholder.
Holders of Public Shares who have registered for the extraordinary general
meeting of shareholders (see under '-Registration for the extraordinary
general meeting' above for more details) and have executed a proxy but who
wish to revoke such proxy may do so by timely delivery of a properly
executed later-dated proxy or revoking in writing the proxy in writing to
the Centralizing Agent no later than on December 18, 2012, 10:30 CET.
A proof of shareholding (see above under '-Right to participate in the
extraordinary general meeting') together with the completed and executed
proxy form, if any, must be submitted to the Centralizing Agent of the
Company by December 18, 2012, 10:30 CET.
In case of a conflict of interest, the proxyholder shall disclose certain
specified facts which may be relevant for the undersigned in assessing any
risk that the proxyholder might pursue any interest other than the interest
of the undersigned. A conflict of interest within the meaning of this
paragraph may in particular arise where the proxyholder:
-i- is a controlling shareholder of the Company, or is another entity
controlled by such shareholder;
-ii- is a member of the administrative, management or supervisory body of
the Company, or of a controlling shareholder or controlled entity
referred to under (i);
-iii- is an employee or an auditor of the Company, or of a controlling
shareholder or controlled entity referred to under (i); or
-iv- has a family relationship with a natural person referred to in items
(i) to (iii).
Voting forms
Each shareholder may also vote in the extraordinary general meeting of
shareholders through a voting form. The voting form may be submitted by
mail, by fax or by e-mail to the Centralizing Agent of the Company no later
than on December 18, 2012, 10:30 CET and should be accompanied by a proof
of shareholding if applicable (see above under '-Right to participate in
the extraordinary general meeting'). Only voting forms provided by the
Company on its website (www.ectse.com) may be used and only signed voting
forms will be taken into account.
Please note that the vote in writing does not dispense a shareholder from
the (additional) registration obligation referred to above under '-Right to
participate in the extraordinary general meeting'.
Holders of Public Shares who have registered for the extraordinary general
meeting of shareholders and have executed a voting form but who wish to
revoke such voting form may do so by timely delivery of a properly executed
later-dated voting form or revoking the voting form in writing to the
Centralizing Agent no later than on December 18, 2012, 10:30 CET.
Language
The meeting will be held in English language.
This convening notice is not an offer, or a solicitation or invitation for
offers, by the Company or any other person to issue, acquire, sell, tender,
dispose of, transfer, or subscribe for, securities in the United States or
any other jurisdiction. Furthermore, securities may not be sold in the
United States absent registration or an exemption from registration. The
Company does neither intend to register any offering of securities in the
United States nor to make a securities offering in the United States under
an exemption from registration, nor to offer securities in any other
jurisdiction.
For the management board of the Company.
Luxembourg, in November 2012
End of Corporate News
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Language: English
Company: European CleanTech 1 S.E.
40, Avenue Monterey
2163 Luxemburg
Grand Duchy of Luxembourg
Phone: +352 27 449878
Fax: +352 27 449879
E-mail: info(at)ectse.com
Internet: www.ectse.com
ISIN: LU0538936351, LU0538952044
WKN: A1C4HF, A1E016
Listed: Regulierter Markt in Frankfurt (Prime Standard)
End of News DGAP News-Service
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