Braas Monier Building Group S.A. Société anonyme
4, rue Lou Hemmer L-1748 Senningerberg R.C.S. Luxembourg : B148558
Notice to all Shareholders
All shareholders of Braas Monier Building Group S.A. (the ‘Company‘) are hereby given notice by the board of directors of the Company (the ‘Board of Directors‘) that the Company hereby convenes the annual general meeting of shareholders (the ‘Annual General Meeting‘) which will be held as follows:
The Annual General Meeting 2017 will be held through private deed on 10 May 2017, at 10:00 a.m. (Central European Summer Time, ‘CEST‘) with the agenda set forth below at Chambre des Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg
Agenda of the Annual General Meeting:
1. |
Presentation of the management report by the Board of Directors and the reports of the independent auditor of the Company
in relation to the stand-alone annual accounts and the consolidated financial statements of the Company for the financial
year ended on 31 December 2016.
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2. |
Approval of the stand-alone annual accounts of the Company for the financial year ended on 31 December 2016.
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3. |
Approval of the consolidated financial statements of the Company for the financial year ended on 31 December 2016.
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4. |
Allocation of results and approval of payment of an interim dividend by the Company in a total amount of EUR 27,573,333.12
for the financial year ended on 31 December 2016 paid to the shareholders of the Company on 5 January 2017.
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5. |
Discharge to all the Directors of the Company who were in office during the financial year ended on 31 December 2016.
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6. |
Election of members of the Board of Directors.
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7. |
Remuneration of members of the Board of Directors.
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8. |
Appointment of an independent auditor of the Company (réviseur d’entreprises agrée) for the purposes of the stand-alone annual
accounts and the consolidated financial statements of the Company for the financial year ending on 31 December 2017.
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Quorum and majority requirements
The Annual General Meeting will deliberate validly regardless of the number of shares present or represented by proxy. Resolutions
will be adopted by a simple majority of the voting rights duly present or represented at the Annual General Meeting.
Share capital and voting rights
At the date of convening the Annual General Meeting, the Company’s subscribed share capital equals EUR 430,833.33 and it is
divided into 43,083,333 shares having a nominal value of EUR 0.01 each, all of which are fully paid up. Each share carries
one vote. The total number of voting rights is therefore 43,083,333.
Available information and documentation
The following information is available on the Company’s website under http://www.braas-monier.com/investor-relations/annual-general-meetings/
as of the day of publication of this convening notice in the Recueil Electronique des Sociétés et Associations and at the
Company’s registered office in Luxembourg:
a) |
full text of any document to be made available by the Company at the Annual General Meeting including draft resolutions in
relation to above agenda points to be adopted at the Annual General Meeting (i.e. inter alia the annual report as well as
the stand-alone annual accounts);
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b) |
this convening notice;
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c) |
the total number of shares and attached voting rights issued by the Company as of the date of publication of this convening
notice;
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d) |
the proxy form as further mentioned below; and
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e) |
the correspondence voting form as further mentioned below.
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Attendance and registration procedures
Shareholders shall, on or before the Record Date, as defined below, indicate to the Company their intention to participate
in the Annual General Meeting. Shareholders who intend to participate in the Annual General Meeting in person or by proxy
are obliged to obtain an attestation from their depository bank (‘Attestation‘) which is safe-keeping their shares in the Company stating the number of shares held by the shareholder 14 calendar days
before the date of the Annual General Meeting (‘Record Date‘), i.e. on 26 April 2017 at midnight (24:00 hours) (CEST). The Attestation must be dispatched by fax and the original by
regular mail to:
Braas Monier Building Group S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 – 289
The attestation must be made in text form in German or English.
Attestations must be received by the company (by fax) at the latest by 11:59 p.m. (CEST) on 3 May 2017. Upon receipt of the Attestation within the given deadline the Company will presume that such shareholder will attend and
vote at the Annual General Meeting by issuing the admission ticket.
Proxy voting representatives
Shareholders not attending the Annual General Meeting in person may appoint a proxyholder to attend the Annual General Meeting
on their behalf. The attendance and registration procedure is exactly the same as for shareholders participating personally
as mentioned above.
The proxyholder will have to identify himself by presenting a valid identification card and by submitting the admission ticket
of the shareholder.
In order to simplify the execution of their voting rights, the Company provides the option of appointing a proxy voting representative
named by the Company and bound by the instructions of the shareholder prior to the Annual General Meeting.
Proxy forms are available under the following contact details:
Braas Monier Building Group S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 – 289 E-Mail: agm@linkmarketservices.de Website: http://www.braas-monier.com/investor-relations/annual-general-meetings/
In such proxy form shareholders are kindly invited to fill in the required details, to date, sign and return the proxy form
(including the Attestation) by e-mail or fax and the original by mail to:
Braas Monier Building Group S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 – 289 E-Mail: agm@linkmarketservices.de
The duly filled in and signed proxy form must be received by the Company (by fax or e-mail) at the latest by 11:59 p.m. (CET)
on 3 May 2017. Exercise of voting rights of shares in connection with duly filled in and signed proxy forms received after
such date will not be possible at the Annual General Meeting.
Shareholders who will receive their admission tickets by mail will receive a form for proxy voting. Forms for proxy voting
can also be downloaded on the Company’s website at http://www.braas-monier.com/investor-relations/annual-general-meetings/.
In addition, forms will be made available by the Company upon written request mailed to the following address:
Braas Monier Building Group S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 – 289
Vote by correspondence
Shareholders who wish to vote by correspondence must request a form for voting by correspondence from the Company at the following
address after following the registration process as mentioned above:
Braas Monier Building Group S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 – 289
or, alternatively, download the form from the Company’s website at http://www.braas-monier.com/investor-relations/annual-general-meetings/,
and send the duly completed and signed form to the above mentioned address so that it shall be received by the Company by
11:59 p.m. (CEST) on 3 May 2017. Exercise of voting rights of shares in connection with duly filled in and signed proxy forms
received after such date will not be possible at the Meeting.
Additional important information for shareholders
Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons that were shareholders
on the Record Date (or their duly appointed proxyholders). Transfer of shares after the Record Date is possible subject to
usual transfer limitations, as applicable. However, any transferee having become owner of the shares after the Record Date
has no right to vote at the Annual General Meeting.
One or more shareholder(s) representing at least 5% of the Company’s share capital may request the addition of items to the
agenda of the Annual General Meeting by sending such requests at the latest by 11:59 p.m. (CEST) on 18 April 2017 to the following
e-mail address, fax number or mail address:
Braas Monier Building Group S.A.
c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 – 289 E-Mail: agm@linkmarketserivces.de
Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording
of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address and a postal address
to which the Company may correspond and confirm receipt of the request.
This convening notice was dispatched by regular mail to (i) registered shareholders that were known by name and address to
the Company on 10 April 2017, if any, (ii) the members of the Board of Directors of the Company and (iii) the auditor of the
Company.
Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on
transparency requirements for issuers of securities, there is no limit to the maximum number of votes that may be exercised
by the same person, whether in its own name or by proxy.
The results of the vote will be published on the Company’s website within 15 days following the Annual General Meeting.
For further information you may contact the service provider, Link Market Services GmbH, by dialling +49 (0)89 210 27-222
(Mon.-Fri. 9 a.m. to 5 p.m. (CEST)).
Luxembourg, April 2017
Braas Monier Building Group S.A.
The Board of Directors
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