CPI PROPERTY GROUP
GSG GROUP S.A.: Amended Convening Notice of the Extraordinary General Meeting of the Shareholders
GSG GROUP S.A. / Key word(s): AGM/EGM GSG GROUP Amended Convening Notice of the Extraordinary General Meeting Dear Shareholders, The Company convened the extraordinary general meeting of the shareholders of the Company “Decision to remove Mr. Ian Cash from the Board of Directors of the Company with immediate effect.” Following the request of the Requesting Shareholder, the agenda of the Meeting is revised as follows (the “Revised Agenda“): REVISED AGENDA 1. Decision to change the name of the Company to “CPI PROPERTY GROUP”. 2. Subject to approval of the point 1 of the agenda, decision to amend article 1 of the articles of association of the Company to reflect the point 1 above. 3. Decision to amend article 5 of the articles of association of the Company, by inserting a new sub paragraph 5.3 expressly authorizing the Company to redeem its own shares. 4. Subject to the approval of the point 3 of the agenda, decision to approve a buy-back programme of the Company enabling the redemption of Company’s own shares. 5. Decision to amend sub paragraph 13.1 of article 13 of the articles of association of the Company to change the rules relating to the chairmanship of the Company’s general meetings. 6. Decision to approve, the report issued by the board of directors according to article 32-3 (5) of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “LCA“), relating to the possibility of the board of directors to cancel or limit any preferential subscription right of the shareholders upon the increases of capital in the framework of the authorised share capital as mentioned in point 7 of the agenda. 7. Subject to approval of the point 6 of the agenda, decision to modify, renew and replace the existing authorised share capital and to set it to an amount of four hundred million euro (EUR 400,000,000.00) for a period of five (5) years from the date of the general meeting of the shareholders held on 28 August 2014 (or in case of adjourning or reconvening the general meeting because no quorum has been reached, the date of the adjourned or reconvened general meeting). Decision to grant to the board of directors of the Company, based on the report drawn up by the board of directors as referred to in Article 32-3 (5) of the LCA, all powers for a period of five (5) years in order to carry out capital increases within the framework of the authorised capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of the authorised corporate capital, being understood that all financial instruments carrying an entitlement to, or the right to subscribe for, shares issued until the expiry of that period may still be converted or exercised subsequently to that date. 8. Subject to approval of the points 6 and 7 of the agenda, decision to amend the articles of association of the Company to reflect point 7 above. 9. Decision to remove Mr. Ian Cash from the Board of Directors of the Company with immediate effect. * * * * In order to attend the Meeting, shareholders must provide the Company with the following three items as explained in greater detail below: (i) Record Date Confirmation, (ii) Attendance and Proxy Form, and (iii) Proof of Shareholding. Record Date Confirmation: This document shall be provided to the Company by a shareholder at the latest by 23:59 (end of day) CET on the Record Date. The Record Date is 14 August 2014 (the “Record Date“, i.e. the day falling fourteen (14) days before the date of the Meeting). The Record Date Confirmation must be in writing and indicate that a shareholder holds the Company shares and wishes to participate in the Meeting. A template form of the Record Date Confirmation is available on the Company’s website at www.gsg-group.de. The Record Date Confirmation must be sent to the Company by post or electronic means so that it is received by the Company at the latest by 23:59 (end of day) CET on the Record Date, i.e. 14 August 2014, to: GSG GROUP 40, rue de la Vallée L-2661 Luxembourg Tel: + 352 26 47 67 1 Fax: + 352 26 47 67 67 email: generalmeetings@gsg-group.de Attendance and Proxy Form: A template form is available on the Company’s website at www.gsg-group.de and is to be duly completed and signed by shareholders wishing to attend or be represented at the Meeting. Proof of Shareholding: This document must indicate the shareholder’s name and the number of Company shares held at 23:59 (end of day) CET on the Record Date. The Proof of Shareholding shall be issued by the bank, the professional securities’ depositary or the financial institution where the shares are on deposit. Please note that Proof of Shareholding is not necessary for those shareholder whose shares are still recorded as registered shares in the Company’s shareholders register. Shareholders wishing to attend the Meeting must send the Attendance and Proxy Form together with the relevant Proof of Shareholding by post or electronic means so that they are received by the Company at the latest by 12:00 noon CET on 25 August 2014, to: GSG GROUP 40, rue de la Vallée L-2661 Luxembourg Tel: + 352 26 47 67 1 Fax: + 352 26 47 67 67 email: generalmeetings@gsg-group.de Please note that only persons who are shareholders at the Record Date and have timely submitted their Record Date Confirmation, Attendance and Proxy Form, and Proof of Shareholding shall have the right to participate and vote in the Meeting. Documentation and information: The following documents and information are available for the shareholders on our website: www.gsg-group.de: – the present amended convening notice; – the total number of shares and the voting rights in the Company as at the date of the publication of the initial convening notice; – the amended draft resolutions of the Meeting; – the share buy-back programme of the Company to be presented to the Meeting for approval; – the report of the board of directors according to article 32-3 (5) of the LCA, relating to the possibility of the board of directors to cancel or limit any preferential subscription right of the shareholders; – the Record Date Confirmation form; and – the amended Attendance and Proxy Form. The above documents may also be obtained by shareholders upon written request sent to the following postal address: GSG GROUP, 40, rue de la Vallée, L-2661 Luxembourg. For further information, visit our website: www.gsg-group.de. Quorum Requirement: With respect to items 1, 2, 3, 5, 6, 7, and 8 of the Revised Agenda, the Meeting shall not validly deliberate, unless at least one half of the corporate capital is represented. In the event that such quorum condition is not fulfilled, a second meeting may be convened by publishing this convening notice in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations), a Luxembourg newspaper and in such media which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis, seventeen (17) days prior to the date of the reconvened meeting provided that (i) the first Meeting was properly convened; and (ii) the agenda for the reconvened Meeting does not include any new item. The second meeting shall deliberate validly whatever the part of the corporate capital represented thereat. At both meetings, resolutions, in order to be adopted, must be carried by a majority of two-thirds of the votes cast. Votes cast shall not include votes attaching to shares in which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote. With respect to items 4 and 9 of the Revised Agenda, the Meeting shall validly deliberate regardless of the corporate capital represented. Resolutions, in order to be adopted, must be carried by a majority of the votes cast. Votes cast shall not include votes attaching to shares in which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote. If you need further assistance or information, please contact: GSG GROUP, 40, rue de la Vallée, L-2661 Luxembourg, Tel: + 352 26 47 67 1; Fax: + 352 26 47 67 67; email: generalmeetings@gsg-group.de Luxembourg, 11 August 2014 Yours faithfully, The Board of Directors of the Company 11.08.2014 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
Language: | English | |
Company: | GSG GROUP S.A. | |
40, rue de la Vallée | ||
L-2661 Luxembourg | ||
Grand Duchy of Luxembourg | ||
Phone: | +49 (0)30 440123120 | |
Fax: | +49 (0)30 390 93 199 | |
E-mail: | patricia.jaenisch@wertpunkt-berlin.de | |
Internet: | www.gsg-group.de | |
ISIN: | LU0251710041 | |
WKN: | A0JL4D | |
Listed: | Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Düsseldorf, Stuttgart | |
End of News | DGAP News-Service |
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