DGAP-News: Electrawinds SE: Convening Notice for the Annual General Meeting of Shareholders to be held on May 31, 2013
(firmenpresse) - DGAP-News: Electrawinds SE / Key word(s): AGM/EGM
Electrawinds SE: Convening Notice for the Annual General Meeting of
Shareholders to be held on May 31, 2013
30.04.2013 / 18:24
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Electrawinds SE
Sociétéeuropéenne
(the 'Company')
Registered Office: 40, avenue Monterey, L-2163 Luxembourg
R.C.S. Luxembourg B 155.076
CONVENING NOTICE FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given to the holders of shares of Electrawinds SE (the
'Company') that the general meeting of shareholders of the Company is
hereby convened.
The ANNUAL GENERAL MEETING OF SHAREHOLDERS will be held on 31 May 2013 at
11:00 (eleven) am Central European Summer
Time ('CEST'). The meeting will be held at Chambre de Commerce, 7, rue
Alcide de Gasperi, L-2981 Luxembourg, or at such other place as will be
indicated at that place at that time.
At the annual general meeting, the shareholders shall deliberate and vote
on the following agenda:
AGENDA
1. Presentation of the management reports issued by the board of directors
and the reports of the independent auditor to the general meeting on the
consolidated financial statements and the statutory financial statements
for the financial year ended on 31 December 2012;
2. Presentation of the consolidated financial statements for the financial
year ended on 31 December 2012;
3. Presentation of, and approval of, the financial statements for the
financial year ended on 31 December 2012;
4. Allocation of the result;
5. Discharge from liability of the members of the management board, the
supervisory board and the board of directors who were in office during the
financial year ended on 31 December 2012;
6. Discharge from liability of the independent auditors who were in office
during the financial year ended on 31 December 2012;
7. Appointment of an independent Auditor.
Quorum and majorities
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 meeting of shareholders. 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 relevant general meeting of shareholders, i.e., prior to May
10th, 2013 (since May 9th, 2013 is a publicholiday in Luxembourg),
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 meeting of shareholders, the Company will make an amended
agenda available at the latest fifteen (15) days prior to the meeting.
Documents
Copies of the annual report (including the consolidated financial
statements on December 31, 2012, the statutory financial statements on
December 31, 2012, and the related management reports and reports of the
independent auditor), the draft resolutions proposed by the board, and the
revised agenda if any, further to a requested addition in accordance with
the above will be available on the Company's website (ewi.electrawinds.eu)
as from April 30, 2013, the form of proxy, the voting form, and the form of
registration notice.
Upon request to investor.relations(at)electrawinds.eu, copies of the
abovementioned documents will be mailed to the shareholders.
Share Capital of the Company
The Company's issued share capital is set at one million three hundred two
thousand six hundred and seven euro sixty-three cents (EUR 1,302,607.63)
represented by (i) fifty two million three hundred fifty eight thousand six
hundred fifty one (52,358,651) redeemable class A shares without nominal
value, (ii) nine hundred fifty eight thousand three hundred thirty three
(958,333) redeemable class B2 shares without nominal value, (iii) nine
hundred fifty eight thousand three hundred thirty four (958,334) redeemable
class B3 shares without nominal value. Currently, the Company holds
5,328,608 of its own class A shares and contemplates to hold such shares at
the Record Date for the general meeting of shareholders convened for May
31, 2013; therefore, such class A shares will not be entitled to vote in
the general meeting of shareholders convened for May 31, 2013.
Each share entitles the holder thereof to one vote, except shares owned by
the Company.
Right to participate in the meeting - Record Date
According to Article 5 of the Luxembourg Shareholders' Rights Law, the
record date for general meetings of shareholders of the Company is 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 at midnight (24:00 (midnight) CEST), on May 17, 2013 (the 'Record
Date') and registers by such time for the annual general meeting of
shareholders (see under '- Registration for the meetings' below for more
details) and, if applicable, timely furnishes the certificate specified
below, shall be admitted to participate and vote in the annual general
meeting of shareholders to be held on May 31, 2013 at 11:00 CEST.
All shareholders wishing to participate (in person, or by voting through
proxy or voting form) in the general meeting of shareholders of the Company
but did not timely register and return the certificate specified below,
will not be admitted to participate and vote at the annual general meeting
of shareholders.
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 annual general meeting of shareholders,
class A shareholders shall submit a copy of the certificate via their
custodian bank by mail, by fax or by email to the Centralizing Agent of the
Company in the period from May 17, 2013, 24:00 (midnight) CEST, until May
29, 2013, 11:30 CEST.
Holders of shares in registered form entered into the share register of the
Company, i.e. all holders of class B shares and holder of class A shares
not held in book-entry form through the operator of a securities settlement
sytem or with a professional depository or sub-depository designated by
such depositary, do not need to provide proof of their shareholding.
Any shareholder and/or proxyholder participating in the annual general
meeting of shareholders in person shall carry proof of identity at the
annual general meeting of shareholders.
Registration for the meeting
Shareholders wishing to participate in the annual general meeting of
shareholders need to register for these meeting(s) by submitting their
registration by mail, fax or by e-mail until May 17, 2013, 24:00 (midnight)
CEST to the Centralizing Agent of the Company at the following address:
Deutsche Bank Aktiengesellschaft
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
Registration forms which should be used are provided on the website of the
Company. Shareholders having registered for the meeting may provide proxy
or voting forms in case they do not wish to participate in person in the
meeting until May 29, 2013, 11:30 CEST (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 May 29, 2013, 11:30 CEST.
Proxy forms provided on the website of the Company (ewi.electrawinds.eu)
may be used and only signed proxy forms will be taken into account. One
person may represent more than one shareholder.
Shareholders who have registered for the annual general meeting of
shareholders (see under '-Registration for the 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
May 29, 2013, 11:30 CEST.
A proof of shareholding (see above under '-Right to participate in the
meeting') together with the completed and executed proxy form, if any, must
be submitted to the Centralizing Agent of the Company by May 29, 2013,
11:30 CEST.
In case of a conflict of interest between the proxyholder and the
shareholder, 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.
Voting by correspondence
Each shareholder may also vote in the annual 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 May 29, 2013, 11:30 CEST and should be accompanied by a proof of
shareholding (see above under '-Right to participate in the meeting').
Only voting forms provided by the Company on its website
(ewi.electrawinds.eu) 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 meeting'.
Shareholders who have registered for the annual 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 May 29, 2013, 11:30 CEST.
Language
The meeting will be held in English language.
For the board of directors of the Company.
Luxembourg, 30 April 2013.
End of Corporate News
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30.04.2013 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: Electrawinds SE
40, Avenue Monterey
2163 Luxemburg
Grand Duchy of Luxembourg
Phone: +352 27 449878
Fax: +352 27 449879
E-mail: investor.relations(at)electrawinds.eu
Internet: ewi.electrawinds.eu
ISIN: LU0538936351, LU0538952044
WKN: A1C4HF, A1E016
Listed: Regulierter Markt in Frankfurt (Prime Standard)
End of News DGAP News-Service
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electrawinds-se-convening-notice-for-the-annual-general-meeting-of-shareholders-to-be-held-on-may-31
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Datum: 30.04.2013 - 18:24 Uhr
Sprache: Deutsch
News-ID 254627
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