exceet Group SE, AGM

exceet Group SE,

03.04.2017 - 15:02:49

exceet Group SE: Bekanntmachung der Einberufung zur Hauptversammlung am 03.05.2017 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

exceet Group SE Société européenne Registered Office: 115, avenue Gaston Diderich, L-1420 Luxembourg R.C.S. Luxembourg B 148.525 Convening Notice

Notice is hereby given to the holders of shares of exceet Group SE (the 'Company') that the

ANNUAL GENERAL SHAREHOLDERS' MEETING

of shareholders will be held on 3 May 2017 at 12:00 (noon) CEST. The annual general meeting will be held at Sofitel Luxembourg Europe 4, rue du Fort Niedergrünewald, Quartier Européen Nord, L-2015 Luxembourg.

At the aforementioned annual general meeting, the shareholders shall deliberate and vote on the following agenda items:

AGENDA

1.

Presentation of the report of the independent auditor on annual accounts to the annual general meeting for the financial year ended on 31 December 2016;

2.

Approval of the annual accounts for the financial year ended on 31 December 2016;

3.

Allocation of the result;

4.

Presentation of the management report issued by the board of directors and the report of the independent auditor on consolidated accounts to the annual general meeting for the financial year ended on 31 December 2016;

5.

Approval and, to the extent necessary, ratification of the consolidated accounts for the financial year ended on 31 December 2016;

6.

Discharge to be granted to the members of the board of directors;

7.

Approval and, to the extent necessary, ratification of the remuneration of the board of directors and the executive officers for the financial year ended on 31 December 2016 and for the financial year ending on 31 December 2017;

8.

Renewal of the mandate of PricewaterhouseCoopers, société cooperative, Luxembourg as independent auditor (réviseur d'entreprises agréé) of the Company for the financial year ending on 31 December 2017;

9.

Miscellaneous.

Quorum and Majorities

Pursuant to the Company's articles of association and the law, 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 shareholders' meeting.

Right to Amend the Content of the Agenda

Pursuant to the Company's articles of association, and the Luxembourg law of 24 May 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 the adjunction of one or several items to the agenda of the annual general shareholders' meeting, provided that the request is accompanied by a justification of or draft resolution(s). Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law and the Company's articles of association, such request and justification of or draft resolution(s) must be received at the Company's registered office by registered letter or by e-mail (to the attention of the board of directors, 115 avenue Gaston Diderich, L-1420 Luxembourg) or electronic means (to: i.himbert@exceet.lu) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e. on 11 April 2017 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 shareholders' meeting, the Company is going to make an amended agenda available at the latest fifteen (15) days prior to the relevant general meeting, i.e. on 18 April 2017.

Documents

Copies of the proposals of the resolutions of the annual general meeting as well as the documents related to the aforementioned items on the agenda will be on display for inspection by the shareholders on the Company's website (www.exceet.ch/investor-relations) and at the registered office of the Company as from 3 April 2017.

Upon request to i.himbert@exceet.lu copies of the above-mentioned documents are going to be mailed to the shareholders.

Share Capital of the Company

The Company's issued share capital is set at three hundred eleven thousand nine hundred sixty euro and sixteen cents (EUR 311,960.16) represented by (i) twenty million five hundred twenty-three thousand six hundred ninety-five (20,523,695) Class A Shares.

Each share entitles the holder thereof to one vote.

Right to Participate in the Annual General Meeting

According to Article 5 of the Luxembourg Shareholders' Rights Law, the record date for general shareholders' meetings 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 corresponding general shareholders' meeting. Therefore, any shareholder who holds one or more shares of the Company on 19 April 2017 at 24:00 (midnight) CEST (the 'Record Date') and registers for the meeting (please see below section 'Registration for the Annual General Meeting') and, if applicable, provides the certificate specified below in case of holders of Class A Shares, shall be admitted to participate and vote in the annual general shareholders' meeting.

All shareholders wishing to participate (in person, or by voting through proxy or voting form) in the annual general shareholders' meeting 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 receive from their operator or depositary or sub-depositary a certificate certifying the number of shares recorded in their account on the Record Date.

In addition to the aforementioned registration, to participate and vote in the annual general meeting, such 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) shall submit a copy of the certificate via their custodian bank by mail, by fax or by e-mail to the Centralizing Agent in the period from 19 April 2017 at 24:00 (midnight) CEST until 27 April 2017, at 12:00 (noon) CEST.

The Centralizing Agent of the Company is the following:

Deutsche Bank Aktiengesellschaft Attn.: GSS/Issuer Services Post-IPO Services Taunusanlage 12 D-60325 Frankfurt am Main Germany Fax: +49/69 910-38794 E-Mail: dct.tender-offers@db.com

Any shareholder and/or proxy holder participating in the annual general shareholders' meeting in person shall carry proof of identity at the annual general meeting.

Registration for the Annual General Meeting

Shareholders wishing to participate in the annual general meeting of shareholders need to register for the annual general meeting by submitting their registration by mail, fax or by e-mail until 19 April 2017 at 24:00 (midnight) CEST to the Centralizing Agent of the Company at the address referred to above.

Registration forms are provided on the website of the Company (www.exceet.ch/investor-relations) which should be used. Shareholders having registered for the annual general meeting may provide proxy or voting forms in case they do not wish to participate in person in the annual general meeting until 27 April 2017 at 12:00 (noon) CEST (see below section 'Representation').

Representation

In the event that any shareholder appoints another person, shareholder or not, as his proxy to vote on his behalf, the completed and executed proxy should be submitted by mail, fax or by email to the Centralizing Agent of the Company no later than on 27 April 2017 at 12:00 (noon) CEST and should be accompanied by the proof of shareholding.

Proxy forms provided on the website of the Company (www.exceet.ch/investor-relations) may be used and only signed proxy forms will be taken into account. One person may represent more than one shareholder.

Shareholders having submitted a proxy form and registered in due time but who wish to revoke such proxy form may do so by timely providing a later dated proxy form or by cancelling the proxy form in writing to the Centralizing Agent of the Company at the address referred to above.

Voting Forms

Shareholders having registered for the annual general meeting but who do not wish to participate in person may also vote through a voting form in the annual general meeting. 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 27 April 2017 at 12:00 (noon) CEST and should be accompanied by the proof of shareholding (see above section 'Right to Participate in the Annual General Meeting'). Only voting forms provided by the Company on its website (www.exceet.ch/investor-relations) may be used and only signed voting forms will be taken into account. Shareholders having submitted a voting form and registered in due time but who wish to revoke such voting form may do so by timely providing a later dated proxy or voting or cancelling the voting form in writing to the Centralizing Agent of the Company at the address referred to above.

Language

The meeting will be held in the English language.

 

Luxembourg, in April 2017

For the board of directors of the Company

03.04.2017 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap.de

Sprache: Deutsch

Unternehmen: exceet Group SE 115, avenue Gaston Diderich 1420 Luxembourg

Luxemburg E-Mail: i.himbert@exceet.lu Internet: http://www.exceet.ch   Ende der Mitteilung DGAP News-Service

561329  03.04.2017 

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