ADLER GROUP S.A.
ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung 2019
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DGAP-News: ADO Properties S.A. / Schlagwort(e): Hauptversammlung
ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung
2019
20.05.2019 / 13:24
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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ADO Properties S.A.
Société anonyme
1B Heienhaff, L-1736 Senningerberg
Grand Duchy of Luxembourg
RCS Luxembourg: B197554
(the "Company")
CONVENING NOTICE
The shareholders of the Company
are invited to attend the
Annual General Meeting of Shareholders
(the "AGM" or "General Meeting")
at 12.00 P.M. CET on Thursday, 20 June 2019 at Aerogolf Center, 1B
Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg
in order to deliberate on the items of the agenda set out below.
PARTICIPATION TO THIS MEETING (IN ANY FORM) MUST BE CONFIRMED BY 6 JUNE 2019
International Securities Identification number (ISIN): LU1250154413
AGENDA AND PROPOSED RESOLUTIONS
1. Presentation of the special report of the board of directors of the
Company (as required pursuant to Article 441-7 of the Luxembourg law of 10
August 1915 on commercial companies, as amended) on any transaction, since
the last general meeting of the Company, in respect of which any of the
directors declared to have an interest conflicting with that of the Company.
No resolution required.
2. Presentation of the management report of the board of directors for the
financial year ending 31 December 2018 and the reports of the independent
auditor on the stand-alone annual financial statements and the consolidated
financial statements of the Company for the financial year ending 31
December 2018.
No resolution required.
3. Approval of the stand-alone annual financial statements of the Company
for the financial year ending 31 December 2018.
Draft resolution (AGM Resolution I)
The General Meeting, after having reviewed the management report of the
board of directors and the report of the independent auditor, approves the
stand-alone annual financial statements for the financial year ending 31
December 2018 in their entirety, showing a profit for that year of EUR
46,226,992 established in accordance with Luxembourg GAAP.
4. Approval of the consolidated financial statements of the Company for the
financial year ending 31 December 2018.
Draft resolution (AGM Resolution II)
The General Meeting, after having reviewed the management report of the
board of directors and the report of the independent auditor, approves the
consolidated financial statements of the Company established in accordance
with international accounting standards for the financial year ending 31
December 2018, showing a consolidated net profit of EUR 397,464,005.
5. Approval of the allocation of results and determination of the dividend.
Draft resolution (AGM Resolution III)
The General Meeting acknowledges that the net profit of the Company amounts
to EUR 46,226,992 according to the stand-alone financial statements
established in accordance with Luxembourg GAAP.
On this basis the General Meeting, upon the proposal of the board of
directors, decides to pay out a dividend from the distributable results and
to allocate the results of the Company based on the stand-alone annual
financial statements of the Company for the financial year ending 31
December 2018.
Distributable profits 31 December 2018:
In EUR
Share Capital 54,722
Profit brought forward - opening balance 01.01.2018 19,766,631
Profit (loss) for year 2018 46,226,992
Closing balance as at 31.12.2018 65,993,623
Restricted profit:
Net book value of formation expenses as 31.12.2018 (9,657,943)
Legal reserve (4)
Distributable amount retained earnings 56,335,676
Share premium account 844,345,307
Total maximum distributable amount 900,680,983
Total proposed divided (0.75 EUR per share) (33,000,000)
Distributable amount carried forward 867,680,983
The General Meeting acknowledges that the record date determining the
eligibility to receive a dividend payment shall be the date of this AGM
(i.e. 20 June 2019), and that the payment of dividends shall commence on 21
June 2019.
6. Approval of the re-appointment of Mr. Rabin Savion as director of the
Company for a period running from the date of this AGM until the annual
general meeting to take place in the year 2020 on the condition that Mr.
Rabin Savion remains in the position of CEO of the Company during that
period of his appointment; approval that Mr. Rabin Savion shall receive no
remuneration in respect of his corporate mandate as a director of the
Company but that the board of directors shall be entitled to approve his
remuneration for his mandate as CEO of the Company in such amount as the
board of directors deems appropriate.
Draft resolution (AGM Resolution IV)
The General Meeting approves the appointment of Mr. Rabin Savion as director
of the Company for a period running from the date of this AGM until the
annual general meeting of the Company to take place in the year 2020 on the
condition that Mr. Rabin Savion remains in the position of CEO of the
Company. For the avoidance of doubt, if Mr. Rabin Savion ceases to be the
CEO of the Company for any reason prior to the annual general meeting to
take place in the year 2020, his position as a director of the Company will
be deemed to terminate automatically.
The General Meeting approves that Mr. Rabin Savion shall receive no
remuneration in respect of his corporate mandate as a director of the
Company but that the board of directors shall be entitled to approve his
remuneration for his mandate as CEO of the Company in such amount as the
board of directors deems appropriate.
7. Approval of the re-appointment of Mr. Michael Bütter as director of the
Company for a period running from the date of this AGM until the annual
general meeting to take place in the year 2020 and approval of his annual
fixed remuneration of EUR 50,000 and an additional remuneration amount of
EUR 1,500 per attendance at a meeting of the board of directors or any
committee of the Company, of which he is a member.
Draft resolution (AGM Resolution V)
The General Meeting approves the appointment of Mr. Michael Bütter as
director of the Company for a period running from the date of this AGM until
the annual general meeting of the Company to take place in the year 2020.
The General Meeting approves the annual fixed remuneration of Mr. Michael
Bütter for his role as director in an amount of EUR 50,000 and an additional
remuneration amount of EUR 1,500 per attendance at a meeting of the board of
directors or any committee of the Company, of which he is a member.
8. Approval of the re-appointment of Mr. Amit Segev as director of the
Company for a period running from the date of this AGM until the annual
general meeting to take place in the year 2020 and approval of his annual
fixed remuneration of EUR 50,000 and an additional remuneration amount of
EUR 1,500 per attendance at a meeting of the board of directors or any
committee of the Company, of which he is a member.
Draft resolution (AGM Resolution VI)
The General Meeting approves the appointment of Mr. Amit Segev as director
of the Company for a period running from the date of this AGM until the
annual general meeting of the Company to take place in the year 2020.
The General Meeting approves the annual fixed remuneration of Mr. Amit Segev
for his role as director in an amount of EUR 50,000 and an additional
remuneration amount of EUR 1,500 per attendance at a meeting of the board of
directors or any committee of the Company, of which he is a member.
9 Approval of the re-appointment of Mr. Jörn Stobbe as director of the
Company for a period running from the date of this AGM until the annual
general meeting to take place in the year 2020 and approval of his annual
fixed remuneration of EUR 50,000 and an additional remuneration amount of
EUR 1,500 per attendance at a meeting of the board of directors or any
committee of the Company, of which he is a member.
Draft resolution (AGM Resolution VII)
The General Meeting approves the appointment of Mr. Jörn Stobbe as director
of the Company for a period running from the date of this AGM until the
annual general meeting of the Company to take place in the year 2020.
The General Meeting approves the annual fixed remuneration of Mr. Jörn
Stobbe for his role as director in an amount of EUR 50,000 and an additional
remuneration amount of EUR 1,500 per attendance at a meeting of the board of
directors or any committee of the Company, of which he is a member.
10. Approval of annual fixed remuneration of Mr. Moshe Dayan for his role as
director in an amount of EUR 50,000 and an additional remuneration amount of
EUR 1,500 per attendance at a meeting of the board of directors or any
committee of the Company, of which he is a member.
Draft resolution (AGM Resolution VIII)
The General Meeting approves the annual fixed remuneration of Mr. Moshe
Dayan for his role as director in an amount of EUR 50,000 and an additional
remuneration amount of EUR 1,500 per attendance at a meeting of the board of
directors or any committee of the Company, of which he is a member.
11. Approval of annual fixed remuneration of Mr. Sebastian-Dominik Jais for
his role as director in an amount of EUR 50,000 and an additional
remuneration amount of EUR 1,500 per attendance at a meeting of the board of
directors or any committee of the Company, of which he is a member.
Draft resolution (AGM Resolution IX)
The General Meeting approves the annual fixed remuneration of Mr.
Sebastian-Dominik Jais for his role as director in an amount of EUR 50,000
and an additional remuneration amount of EUR 1,500 per attendance at a
meeting of the board of directors or any committee of the Company, of which
he is a member.
12. Approval of annual fixed remuneration of Mr. Constantin Papadimitriou
for his role as director in an amount of EUR 50,000 and an additional
remuneration amount of EUR 1,500 per attendance at a meeting of the board of
directors or any committee of the Company, of which he is a member.
Draft resolution (AGM Resolution X)
The General Meeting approves the annual fixed remuneration of Mr. Constantin
Papadimitriou for his role as director in an amount of EUR 50,000 and an
additional remuneration amount of EUR 1,500 per attendance at a meeting of
the board of directors or any committee of the Company, of which he is a
member.
13. Approval in principle to increase the board of directors of the Company
by appointing an additional independent director.
Draft resolution (AGM Resolution XI):
The General Meeting approves in principle to increase the board of directors
of the Company by appointing an additional independent director. It is noted
that in order to make this appointment once a candidate has been chosen, an
additional general meeting of shareholders must be convened.
14. Approval of the remuneration of any directors appointed by co-optation
of the board of directors in replacement of any directors appointed by the
general meeting of shareholders of the Company
Draft resolution (AGM Resolution XII)
To the extent that, prior to the next general meeting of shareholders of the
Company, the board of directors appoints by co-optation any new directors in
replacement of directors appointed by the general meeting of shareholders,
the General Meeting hereby approves that such co-opted directors shall be
entitled to receive the same remuneration as the directors whom they have
replaced.
15. Approval of the discharge of all directors having held office during the
financial year ending 31 December 2018
Draft resolution (AGM Resolution XIII)
The General Meeting decides to grant discharge to all directors having held
office during the financial year ending 31 December 2018.
16. Approval of the re-appointment of KPMG Luxembourg as independent auditor
of the Company until the annual general meeting to take place in 2020.
Draft resolution (AGM Resolution XIV)
The General Meeting decides to approve the re-appointment of KPMG
Luxembourg, société cooperative, with registered office at 39, avenue John
F. Kennedy, L-1855 Luxembourg as independent auditor of the Company until
the annual general meeting to take place in 2020.
*****
I AVAILABLE INFORMATION AND DOCUMENTATION
The following information is available on the Company's website
http://www.ado.properties/ and at the Company's registered office in
Luxembourg as from the date of publication of the convening notice in the
Luxembourg Official Gazette (Receuil Electronique des Sociétés et
Associations) and in the Luxembourg newspaper WORT:-
- this convening notice for the AGM
- the total number of shares and voting rights at the date of the convening
notice
- the special report of the board of directors of the Company (as required
pursuant to Article 441-7 of the Luxembourg law of 10 August 1915 on
commercial companies, as amended)
- the full text of any document to be made available by the Company at the
AGM
- the draft resolutions in relation to each of the above agenda points to be
adopted at the AGM, or where no resolution is proposed to be adopted, a
comment from the board of directors; and
- the proxy and voting form to be used if voting by proxy or by
correspondence (the "Proxy and Voting Form")
Shareholders may obtain a copy of the full text of any document to be made
available by the Company at the AGM and draft resolutions proposed to be
adopted by the AGM upon request by mail, fax or email to BNP Paribas
Securities Services, Luxembourg Branch, in its capacity as mandated agent of
the Company ("BNP Paribas").
II QUORUM AND VOTING
The AGM will validly deliberate on all resolutions on the agenda regardless
of the number of shareholders present and of the number of shares
represented, and the 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 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 BNP Paribas by post or fax (see
contact details in Section VI below) or by email to
cecile.baumann@bnpparibas.com and lux.ostdomiciliees@bnpparibas.com. 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 BNP Paribas (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 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 BNP Paribas, not later than the 22nd day before the AGM (i.e.
not later than 29 May 2019).
The Company or BNP Paribas 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 15th day
before the AGM (i.e. 5 June 2019).
IV RIGHT TO ASK QUESTIONS
Every shareholder has the right to ask questions concerning items on the
agenda of the AGM during 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, at its discretion, reply to such questions
either globally or individually, during the AGM.
V PARTICIPATION TO THE AGM
The rights of shareholders to participate to the AGM and exercise voting
rights are subject to such shareholders being shareholders of the Company at
midnight (24:00) Luxembourg time on 6 June 2019 (the "Record Date", i.e. the
day falling fourteen (14) days before the date of the AGM).
In order to participate to the AGM, a shareholder must:-
(i) indicate his/her/its intention to participate in any form (in person, by
proxy or by voting form) at the latest by 23:59 CET on 6 June 2019, the
Record Date (as required by the Article 5 (3) law of 24 May 2011 on the
exercise of certain rights of shareholders in general meetings of listed
companies). This confirmation of participation may be given in writing (by
post or fax (see contact details in Section VI below) or by email to
cecile.baumann@bnpparibas.com and lux.ostdomiciliees@bnpparibas.com) by a
shareholder directly or someone on its behalf to BNP Paribas;
(ii) procure that a Shareholding Confirmation Certificate is received by BNP
Paribas at the latest by midnight ( (24:00) Luxembourg time) on 18 June 2019.
This "Shareholding Confirmation Certificate" must indicate the shareholder's
name and the number of Company shares held at midnight, (24:00) Luxembourg
time 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 at http://www.ado.properties/, and
(iii) depending on whether the shareholder wishes to participate to the
AGM:-
1. by attendance in person, he/she/it must simply attend the AGM and
identify himself/herself with a valid identification card (noting that the
Shareholding Confirmation Certificate must already have been sent to BNP
Paribas at the latest by midnight (24:00 Luxembourg time) on 18 June 2019);
or
2. by appointing a proxy of his/her/its choice to exercise his/her/is voting
rights, he/she/it must complete and sign the Proxy and Voting Form,
excluding section 2, 3 and 4 and return that form to BNP Paribas at the
latest by midnight (24:00 Luxembourg time) on 18 June 2019 (together with
the Shareholding Confirmation Certificate mentioned above); or
3. appointing a proxy nominated by the Company to execute voting rights
according to explicit instructions, he/she/it must complete and sign the
Proxy and Voting Form, excluding section 1 and 3 and return that form to BNP
Paribas at the latest by midnight (24:00 Luxembourg time) on 18 June 2019
(together with the Shareholding Confirmation Certificate mentioned above);
4. by voting by correspondence, he/she/it must complete and sign the Proxy
and Voting Form, excluding section 1 and 2 and return that form to BNP
Paribas at the latest by midnight (24:00 Luxembourg time) on 18 June 2019
(together with the Shareholding Confirmation Certificate mentioned above);
The Proxy and Voting Form or downloaded from the Company's website at
http://www.ado.properties/
Persons designated as proxyholder in accordance with section 1 of the Proxy
and Voting Form must provide proof of their identity in form of a valid
passport or identity card at the AGM.
VI CONTACT DETAILS OF BNP PARIBAS
The contact details of the agent duly mandated by the Company to receive
confirmation of participation to the AGM and to receive the Shareholding
Confirmation Certificate, the Proxy and Voting Form, proposals of additional
agenda items and proposed resolutions pursuant to this convening notice are
as follows:-
BNP Paribas Securities Services, Luxembourg Branch
Corporate Trust Services
60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg
Postal address:- L-2085 Luxembourg, Grand Duchy of Luxembourg
Tel:+352 26 96 2389 Fax:- +352 26 96 9757
Email: cecile.baumann@bnpparibas.com; lux.ostdomiciliees@bnpparibas.com
Signed on 15 May 2019 for publication on 20 May 2019
The Board of Directors
Mr. Moshe Dayan
(The Chairman)
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20.05.2019 Veröffentlichung einer Corporate News/Finanznachricht,
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Sprache: Deutsch
Unternehmen: ADO Properties S.A.
1B Heienhaff
1736 Senningerberg
Luxemburg
Telefon: +352 278 456 710
Fax: +352 262 634 079
E-Mail: ir@ado.properties
Internet: www.ado.properties
ISIN: LU1250154413
WKN: A14U78
Indizes: SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT
Developed Europe Index, FTSE EPRA/NAREIT Germany Index
Börsen: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart, Tradegate Exchange; London, Börse
Luxemburg, SIX
EQS News ID: 813421
Ende der Mitteilung DGAP News-Service
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813421 20.05.2019
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ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung 2019
Am 20. Mai 2019 um 13:26 Uhr
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