31.03.2017
ADO Properties S.A. LU1250154413
DGAP-News: ADO Properties S.A.: Convening notice for General Meeting
DGAP-News: ADO Properties S.A. / Key word(s): AGM/EGM
ADO Properties S.A.: Convening notice for General Meeting
31.03.2017 / 07:00
The issuer is solely responsible for the content of this announcement.
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ADO Properties S.A.
Société anonyme
Registered office: L-2453, 20 rue Eugène Ruppert Grand Duchy of Luxembourg
RCS Luxembourg: B197554 (the "Company")
The shareholders of the Company are invited to attend the
Extraordinary General Meeting and Annual General Meeting of Shareholders
on Tuesday, 2 May 2017 at Aerogolf Center, 1B Heienhaff, L-1736
Senningerberg, Grand Duchy of Luxembourg
in order to deliberate on the following matters:
Agenda and proposed resolutions of the Extraordinary General Meeting of
Shareholders ("EGM" ) taking place from 1pm.:
Introduction
The amended version of the articles of association of the Company (in
English and German) is available on www.ado.properties under "Investor
Relations". Shareholders may also obtain a copy of same free of charge at
the Company's registered office, by calling +352 26 493 412, sending a fax
to +352 27 860 722, or by making a request by e-mail to
[email protected].
1. Amendment of Article 1 of the articles of association to read as
follows:- "Article 1. Form, Denomination There exists a Luxembourg sociéte
anonyme under the name of ADO Properties S.A. (the "Company") governed by
the laws of Luxembourg and the present articles of association (the
"Articles" or the "Articles of Association").
Background
This article shall be amended to delete the wording "Between those present
this day and all persons who become owners of the shares mentioned
hereafter." because such wording, in particular the reference to "this day"
is not appropriate in articles which have been amended a number of times.
Draft resolution (EGM Resolution I)
The General Meeting resolves to amend Article 1 of the articles of
association to read as follows:- "Article 1. Form, Denomination There exists
a Luxembourg sociéte anonyme under the name of ADO Properties S.A. (the
"Company") governed by the laws of Luxembourg and the present articles of
association (the "Articles" or the "Articles of Association").
2. Decision to move the registered office of the Company to Aerogolf Center,
1B Heienhaff, L-1736 Senningerberg and amendment of the first and second
paragraphs of Article 3 of the articles of association to read as follows:-
"The Company shall have its registered office in Niederanven in the Grand
Duchy of Luxembourg.
The Board of Directors shall also have the right to set up offices,
administrative centres, agencies and subsidiaries wherever it shall see fit,
either within or outside the Grand-Duchy of Luxembourg. Without prejudice of
the general rules of law governing the termination of contracts, the
registered office may be transferred to any other place within the City of
Luxembourg and to another municipality by decision of the Board of
Directors, which is authorised to amend these Articles in case of such
transfer."
Background
It is intended to move the registered office to the address of a
domiciliation agent based in the municipality of Niederanven.
Article 3 is to be updated to authorise the board of directors of the
Company (the "Board of Directors"), in line with changes to the Luxembourg
law relating to commercial companies (the "Company Law"), to not only
transfer the registered office of the Company within a Luxembourg
municipality but to also to transfer it to another municipality and to
change the articles of the Company accordingly.
Draft resolution (EGM Resolution II)
The General Meeting resolves to move the registered office of the Company to
Aerogolf Center, 1B Heienhaff, L-1736 Senningerberg and to amend the first
and second paragraph of Article 3 of the articles of association to read as
follows:-
"The Company shall have its registered office in Niederanven in the Grand
Duchy of Luxembourg.
The Board of Directors shall also have the right to set up offices,
administrative centres, agencies and subsidiaries wherever it shall see fit,
either within or outside the Grand-Duchy of Luxembourg. Without prejudice of
the general rules of law governing the termination of contracts, the
registered office may be transferred to any other place within the City of
Luxembourg and to another municipality by decision of the Board of
Directors, which is authorised to amend these Articles in case of such
transfer."
3. Amendment of the second and third paragraphs of Article 5 and insertion
of new paragraphs 4 and 5 into Article 5 of the articles of association such
that the second and third paragraphs and the new fourth and fifth paragraphs
of Article 5 shall read as follows:
"The authorised capital of the Company is set at seven hundred and fifty
million Euros (750,000,000) without nominal value. The authorisation to
issue Shares thereunder is valid for a period ending five (5) years from the
date of the publication of the resolution creating the authorised capital in
the official gazette of Luxembourg (unless amended or extended by the
general meeting of shareholders (the "General Meeting").
The Board of Directors or delegate(s) duly appointed by the Board of
Directors, may from time to time issue such shares within the authorised
share capital at such times and on such terms and conditions, including the
issue price, as the Board of Directors or its delegate(s) may in its or
their discretion resolve and the Board of Directors is further authorised to
arrange for a requisite change of these articles to reflect such increase.
The Board of Directors is authorised to suppress, limit or waive any
pre-emptive subscription rights of shareholders to the extent it deems
advisable for any issues of shares within the authorised capital.
The Board of Directors is authorised to attribute existing shares or issue
new shares to the following persons free of charge:
- employees or a certain category of employees of the Company;
- employees of subsidiaries in which the Company holds directly or
indirectly at least 10 per cent of capital or voting rights;
- employees of companies of which at least 50 per cent of the capital or
voting rights are held directly or indirectly by a company that itself holds
directly or indirectly at least 50 per cent of the capital of the Company;
- officers of the Company or of any of the companies mentioned above or
certain categories of such officers.
The Board of Directors is authorised to determine the conditions and
modalities of any attribution or issue of shares free of charge (including
any required minimum holding period)."
Background
The word "un-issued" in the second paragraph of Article 5 has been deleted
to clarify that the amount of the authorised capital includes both issued
and unissued shares. The wording "(Mémorial C, Recueil des Sociétés et
Associations)" has been deleted because this is no longer the official
gazette of Luxembourg.
The sentence in the third paragraph of Article 5 relating to the
authorisation of the Board of Directors to issue shares to board members,
executives etc. has been deleted but replaced with a more specific
authorisation in the new paragraph 4 (see below) which is more closely
aligned with the amended Company Law provisions. The wording "and the Board
of Directors is further authorised to arrange for a requisite change of
these articles to reflect such increase" has been added to the third
paragraph of Article 5 to clarify that the Board of Directors has this power
under the Company Law.
The insertion of the new fourth and fifth paragraphs is for the purpose of
allowing the Board to issue free shares under employee and/ or management
incentive schemes As with the issue of any shares by the Board of Directors
within the limits of the authorised capital, the Board of Directors shall be
authorised to issue such new shares without granting preferential
subscription rights to existing shareholders. In this respect the board of
directors has issued a special report justifying why this authorisation
should be given.
Draft resolution (EGM Resolution III)
The General Meeting resolves to amend the second and third paragraphs of
Article 5 and insert a new paragraph 4 and 5 into Article 5 of the articles
of association such that the second and third paragraphs and the new fourth
and fifth paragraphs of Article 5
"The authorised capital of the Company is set at seven hundred and fifty
million Euros (750,000,000) without nominal value. The authorisation to
issue Shares thereunder is valid for a period ending five (5) years from the
date of the publication of the resolution creating the authorised capital in
the official gazette of Luxembourg (unless amended or extended by the
general meeting of shareholders (the "General Meeting").
The Board of Directors or delegate(s) duly appointed by the Board of
Directors, may from time to time issue such shares within the authorised
share capital at such times and on such terms and conditions, including the
issue price, as the Board of Directors or its delegate(s) may in its or
their discretion resolve and the Board of Directors is further authorised to
arrange for a requisite change of these articles to reflect such increase.
The Board of Directors is authorised to suppress, limit or waive any
pre-emptive subscription rights of shareholders to the extent it deems
advisable for any issues of shares within the authorised capital.
The Board of Directors is authorised to attribute existing shares or issue
new shares to the following persons free of charge:
- employees or a certain category of employees of the Company;
- employees of subsidiaries in which the Company holds directly or
indirectly at least 10 per cent of capital or voting rights;
- employees of companies of which at least 50 per cent of the capital or
voting rights are held directly or indirectly by a company that itself holds
directly or indirectly at least 50 per cent of the capital of the Company;
- officers of the Company or of any of the companies mentioned above or
certain categories of such officers.
The Board of Directors are authorised to determine the conditions and
modalities of any attribution or issue of shares free of charge (including
any required minimum holding period)."
4. Insertion of a new sentence into the penultimate paragraph of Article 6
so that such paragraph shall read as follows:
"The Company will recognise only one holder per share. In case a share is
held by more than one person, the persons claiming ownership of the share
will be required to name a single proxy to represent the share vis-à-vis the
Company. The Company has the right to suspend the exercise of all rights
attached to such share until one person has been appointed in this way. The
same rule shall apply in the case of a conflict between a pledgor and a
pledgee. However, where a share is held by more than one person, each such
person shall have the rights set out in Article 73 of the law of 10 August
1915 on commercial companies, as amended from time to time."
Background
This sentence is to be introduced to clarify that, further to the changes to
the Company Law, in case a share is held by more than one person, each such
person shall have the right, inter alia, eight (8) days before an annual
general meeting to consult and obtain free of charge certain documents
(including financial statements and the lists of members of the Board of
Directors) at the registered office of the Company and to take part in
annual general meetings but only as an observer.
Draft resolution (EGM Resolution IV)
The General Meeting resolves to insert a new sentence into the penultimate
paragraph of Article 6 so as to amend the penultimate paragraph of Article 6
to read as follows:
"The Company will recognise only one holder per share. In case a share is
held by more than one person, the persons claiming ownership of the share
will be required to name a single proxy to represent the share vis-à- vis
the Company. The Company has the right to suspend the exercise of all rights
attached to such share until one person has been appointed in this way. The
same rule shall apply in the case of a conflict between a pledgor and a
pledgee. However, where a share is held by more than one person, each such
person shall have the rights set out in Article 73 of the law of 10 August
1915 on commercial companies, as amended from time to time."
5. Amendment of Article 7 of the articles of association to read as follows:
"Article 7. Voting rights
Each share shall entitle the holder to one vote at all General Meetings
subject to the provisions of applicable law.
Each shareholder may in relation to the shares held by it agree either
temporarily or permanently not to exercise all or any part of its voting
right. Such a waiver binds the waiving shareholder and engages the Company
from the time of notification of the decision."
Background
The new provision will allow any shareholder to waive its voting rights
either temporarily or permanently and provides that such waiver shall be
binding between the relevant shareholder and the Company.
Draft resolution (EGM Resolution V)
The General Meeting resolves to amend Article 7 of the articles of
association to read as follows:
"Article 7. Voting rights
Each share shall entitle the holder to one vote at all General Meetings
subject to the provisions of applicable law.
Each shareholder may in relation to the shares held by it agree either
temporarily or permanently not to exercise all or any part of its voting
right. Such a waiver binds the waiving shareholder and engages the Company
from the time of notification of the decision."
6. Insertion of a new sentence at the end of the fifth paragraph of Article
8 of the articles of association so that such paragraph will read as follows
"The Chairman of the Board of Directors shall preside at meetings of the
Board of Directors. In his absence, the Executive Vice-Chairman or one of
the deputy chairmen of the Board of Directors shall take his place. In case
of a parity of votes the vote of the Chairman shall be decisive."
Background
The new sentence will clarify that the Chairman has a decisive vote in case
of a parity of votes at board level.
Draft resolution (EGM Resolution VI)
The General Meeting resolves to insert a new sentence at the end of the
fifth paragraph of Article 8 of the articles of association so that such
paragraph will read as follows:
"The Chairman of the Board of Directors shall preside at meetings of the
Board of Directors. In his absence, the Executive Vice-Chairman or one of
the deputy chairmen of the Board of Directors shall take his place. In case
of a parity of votes the vote of the Chairman shall be decisive."
7. Insertion of a new paragraph 18 into Article 8 of the articles of
association so that paragraph 18 of Article 8 will read as follows
"The Board of Directors may, under its supervision, delegate powers to a
management committee or a general manager subject to such delegation not
being made in respect of the strategy of the Company or the entirety of all
the powers of the Board of Directors."
Background
The new paragraph provides more flexibility for the Board of Directors to
delegate its powers whilst still remaining in overall control.
Draft resolution (EGM Resolution VII)
The General Meeting resolves to insert a new paragraph 18 into Article 8 of
the articles of association so that paragraph 18 of Article 8 will read as
follows
"The Board of Directors may, under its supervision, delegate powers to a
management committee or a general manager subject to such delegation not
being made in respect of the strategy of the Company or the entirety of all
the powers of the Board of Directors."
8. Amendment to Article 10, paragraph 3 of the articles of association and
insertion of a new paragraph 4 so that paragraphs 3 and 4 of Article 10 will
read as follows:
"In the event that any member of the Board of Directors of the Company shall
have any conflicting financial interest ("intérêt de nature patrimoniale
opposé à celui de la société") within the meaning of article 57 of the law
of 10 August 1915, as amended, on commercial companies in any transaction
involving the Company, such member of the Board of Directors shall make
known to the Board of Directors such conflicting interest and shall not
consider or vote on such transaction, and such transaction and such member's
interest therein shall be recorded and reported to the next succeeding
General Meeting. These provisions do not apply if the decisions to be taken
by the Board of Directors concern routine business operations that are to be
concluded under arm's length conditions.
If by reason of a conflict of interest the quorum or majority requirements
for a vote on an agenda item is not met, the Board of Directors shall be
able to refer the agenda item in question to the general meeting of
shareholders for decision."
Background
The amendment to paragraph 3 clarifies that the conflicting interest must be
in respect of financial nature and updates the cross-reference to the
relevant provision of the Company Law.
The new paragraph 4 gives the Board of Directors power to refer an item to
the general meeting of shareholders for decision if the Board is prevented
from taking a decision on the matter by reason of a conflict of interest.
Draft resolution (EGM Resolution VIII)
The General Meeting resolves to amend Article 10, paragraph 3 of the
articles of association and insert a new paragraph 4 so that paragraphs 3
and 4 of Article 10 will read as follows:
"In the event that any member of the Board of Directors of the Company shall
have any conflicting financial interest ("intérêt de nature patrimoniale
opposé à celui de la société") within the meaning of article 57 of the law
of 10 August 1915, as amended, on commercial companies in any transaction
involving the Company, such member of the Board of Directors shall make
known to the Board of Directors such conflicting interest and shall not
consider or vote on such transaction, and such transaction and such member's
interest therein shall be recorded and reported to the next succeeding
General Meeting. These provisions do not apply if the decisions to be taken
by the Board of Directors concern routine business operations that are to be
concluded under arm's length conditions.
If by reason of a conflict of interest the quorum or majority requirements
for a vote on an agenda item is not met, the Board of Directors shall be
able to refer the agenda item in question to the general meeting of
shareholders for decision."
9. Amendment of paragraph 4 of Article 12 so that it reads as follows:-
"The convening notice is to be published at least thirty days before the day
of the meeting in the Recueil électronique des sociétés et associations (the
"RESA"), a Luxembourg newspaper and in media which may reasonably be relied
upon for the effective dissemination of information to the public throughout
the European Economic Area, and which is accessible rapidly and on a
nondiscriminatory basis. If a general meeting of the shareholders is
adjourned for lack of quorum, provided that the convening requirements have
been complied with and no new item has been added to the agenda, the thirty
(30) day period is reduced to a seventeen (17) day period. The convening
notices are communicated, in the time-frame stated in the preceding
paragraphs, to directors and the approved statutory auditor (réviseur
d'entreprises agréé). Such communication must be by mail unless the
addressees have individually, expressly and in writing, accepted to receive
the convening notice by another means of communication, the performance of
this formality not needing to be justified."
Background
The amendment of paragraph 4 is necessary because the Mémorial, Recueil des
Sociétés et Associations has been replaced as official gazette by the
Recueil électronique des sociétés et associations.
Draft resolution (EGM Resolution IX)
The General Meeting resolves to amend paragraph 4 of Article 12 so that it
reads as follows
"The convening notice is to be published at least thirty days before the day
of the meeting in the Recueil électronique des sociétés et associations (the
"RESA"), a Luxembourg newspaper and in media which may reasonably be relied
upon for the effective dissemination of information to the public throughout
the European Economic Area, and which is accessible rapidly and on a
non-discriminatory basis. If a general meeting of the shareholders is
adjourned for lack of quorum, provided that the convening requirements have
been complied with and no new item has been added to the agenda, the thirty
(30) day period is reduced to a seventeen (17) day period. The convening
notices are communicated, in the time-frame stated in the preceding
paragraphs, to directors and the approved statutory auditor (réviseur
d'entreprises agréés). Such communication must be by mail unless the
addressees have individually, expressly and in writing, accepted to receive
the convening notice by another means of communication, the performance of
this formality not needing to be justified."
10. Amendment of the first paragraph of Article 13 of the articles of
association so that it reads as follows:
"The Annual General Meeting of Shareholders shall be held in accordance with
Luxembourg law within six months of the end of the Company's financial year
at the Company's registered office or at any other place in the Grand-Duchy
of Luxembourg indicated in the convening notice.
Background
The amendment removes the requirement to hold the Annual General Meeting on
a specific date and at a predetermined time and, therefore, allows the Board
of Directors to be more flexible in terms of calling such meeting but
subject to the meeting being held within the legal timeframe of six months
from the end of the Company's financial year.
Draft resolution (EGM Resolution X)
The General Meeting resolves to amend the first paragraph of Article 13 of
the articles of association so that it reads as follows:
"The Annual General Meeting of Shareholders shall be held in accordance with
Luxembourg law within six months of the end of the Company's financial year
at the Company's registered office or at any other place in the Grand-Duchy
of Luxembourg indicated in the convening notice."
Agenda and Proposed Resolutions of
the Annual General Meeting (the "AGM")
taking place from 2 p.m.:
1. Presentation of the management report of the Board of Directors for the
financial year ending 31 December 2016 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 2016.
No resolution required.
2. Approval of the stand-alone annual financial statements of the Company
for the financial year ending 31 December 2016.
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 2016 in their entirety, showing a profit for that year of EUR
21,579,721, established in accordance with Luxembourg GAAP.
3. Approval of the consolidated financial statements of the Company for the
financial year ending 31 December 2016.
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 2016, showing a consolidated net profit of EUR 410,768,921
(rounded).
4. 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 21,579,721 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
consisting of retained earnings and share premium 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 2016.
Distributable profits December 31, 2016:
In EUR
Share Capital 54,684
Profit brought forward - opening balance 01.01.2016 7,913,557
Profit (loss) for year 2016 21,579,721
Closing balance as at 31.12.2016 29,493,278
Restricted profits:
Allocation to the legal reserve (1,128)
Net book value of formation expenses as 31.12.2016 (10,560,580)
Distributable amount retained earnings 18,931,570
Share premium account 845,258,737
Total maximum distributable amount 864,190,307
Proposed dividend from retained earnings (18,931,570)
Proposed dividend from share premium (913,430)
Total proposed dividend (0.45 EUR per share) (19,845,000)
Distributable amount carried forward 844,345,307
The General Meeting acknowledges that the record date determining the
eligibility to receive a dividend payment shall be 3 May 2017, and that the
payment of dividends shall commence on 5 May 2017.
5. Confirmation of the appointment of Mr Jörn Stobbe as an independent
director of the Company for a period running from 1 September 2016 until the
annual general meeting to take place in the year 2019.
Draft resolution (AGM Resolution IV)
The General Meeting ratifies and confirms the appointment of Mr Jörn Stobbe,
co-opted as director at a board meeting held on 16 August 2016 following the
resignation of Mr Jörg Schwagenscheidt, as director of the Company. The
appointment is confirmed to run from 1 September 2016 until the annual
general meeting to take place in the year 2019.
6. Approval of increase of the fixed annual fees of independent board
members to EUR 50,000 per year from 1 September 2016
Draft resolution (AGM Resolution V)
The General Meeting ratifies and confirms the decision of the board meeting
held on 16 August 2016 to increase the fixed annual fees of independent
board members from EUR 30,000 to EUR 50,000 per year from 1 September 2016.
7. Approval of the discharge of all directors having held office during the
financial year ending 31 December 2016
Draft resolution (AGM Resolution VI)
The General Meeting decides to grant discharge to all directors having held
office during the financial year ending 31 December 2016.
8. Approval of the re-appointment of KPMG Luxembourg as independent auditor
of the Company until the annual general meeting to take place in 2018.
Draft resolution (AGM Resolution VII)
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 2018.
*****
I QUORUM AND VOTING
The EGM will validly deliberate on all resolutions on its agenda provided a
quorum of 50% of the Company's issued share capital is present or
represented. If the aforementioned quorum is not met, the EGM may be
reconvened by the Board of Directors and at the reconvened meeting no quorum
will be required. The resolutions will be validly adopted only if approved
by at least 2/3 of the votes cast at the EGM or any reconvened meeting. Each
share is entitled to one vote.
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.
II 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 EGM and AGM (the "Meetings") and/or (b) to table draft
resolutions regarding existing or new agenda items.
Those rights shall be exercised by a request in writing accompanied by (i)
the text of the new agenda item and/ or a draft resolution as well as the
reasons for submitting such request, or (ii) an alternative resolution for
an existing agenda item with a clear identification of the existing agenda
item, the text of the proposed alternative resolution and the reasons for
submitting such request and (iii) the name of a contact person and a contact
address (postal address and e-mail) at which the Company can acknowledge
receipt of the request. The request must also be accompanied by a
Shareholding Confirmation Certificate (as defined below) attesting to the
holding by the shareholder or shareholders of at least 5% of the issued
share capital of the Company on the Record Date (as defined below).
Any such request and accompanying documents from shareholders must be
received by the Company not later than 10 April 2017 at one of the following
addresses:
ADO Properties
20 Rue Eugene Ruppert
L-2453 Luxembourg
Grand Duchy of Luxembourg or [email protected]
The Company shall confirm receipt of the request within forty-eight hours
from receipt.
The Company will then publish a revised agenda at the latest on 17 April
2017. The text of the proposed resolutions will be published by the Company
as soon as possible from receipt on its website www.ado.properties/AGM2017.
III RIGHT TO ASK QUESTIONS
Every shareholder has the right to ask questions concerning items on the
agenda of the Annual General Meeting and Extraordinary General Meeting ahead
of and during the meetings. The Company will respond to such questions on a
best efforts basis and may, at its choice, reply to such questions either
globally or individually, during the relevant Meeting. Questions asked
before the Meetings must be sent by email to [email protected] and
shall include the shareholder's full name and address and shall attach a
Shareholding Confirmation Certificate (as defined below) attesting to the
holding by the shareholder or shareholders of shares of the Company on the
Record Date (as defined below).
IV ATTENDANCE
The rights of shareholders to attend the Meetings and exercise voting rights
are subject to such shareholders being shareholders of the Company at
midnight (24:00) Luxembourg time on 18 April 2017 (the "Record Date", i.e.
the day falling fourteen (14) days before the date of the Meetings)).
In order to attend the Meetings, a shareholder must:-
(i) indicate to the Company his/her/its intention to participate so that
such confirmation is received by the Company at the latest by 23:59 CET on
18 April 2017, the Record Date. This confirmation of participation may be
given in writing (including by email) by a shareholder directly or someone
on its behalf.
(ii) duly complete and sign and deliver to the Company an Attendance and
Proxy Form so that it is received by the Company at the latest by noon
(12:00 noon CET) on 28 April 2017. A template form is available on the
Company's website at www.ado.properties/AGM2017.) (NOTE: if this Attendance
and Proxy Form is delivered to the Company by 23:59 CET on 18 April 2017 -
the Record Date, it will also serve as confirmation of that shareholder's
intention to participate in the Meetings, thus satisfying item (i) above.)
(iii) procure that a Shareholding Confirmation Certificate is received by
the Company at the latest by noon (12:00 noon CET) on 28 April 2017. This
document 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 is available on
the Company's website at www.ado.properties/AGM2017.)
Any of the above confirmations/documents to be sent by post or electronic
means shall be sent to:
ADO Properties
20 Rue Eugene Ruppert L-2453 Luxembourg
Grand Duchy of Luxembourg or [email protected]
Shareholders attending in person must bring proof of their identity in form
of a valid passport or identity card to the Meetings.
Persons designated as proxyholder must bring the Attendance and Proxy Form
and proof of their identity in form of a valid passport or identity card to
the Meetings.
V FURTHER INFORMATION AND QUESTIONS
All queries in relation to the Meetings may be addressed by shareholders to
the following addresses: [email protected]
A copy of the complete documentation related to the Meetings is available at
the registered office of the Company and on the Company's website under
www.ado.properties/AGM2017.
The Board of Directors
Mr. Moshe Lahmani (The Chairman)
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31.03.2017 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.
Archive at www.dgap.de
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Language: English
Company: ADO Properties S.A.
20 rue Eugène Ruppert
L-2453 Luxembourg
Grand Duchy of Luxembourg
Phone: +352 26 493 412
Fax: +352 27 860 722
E-mail: [email protected]
Internet: www.ado.immo
ISIN: LU1250154413
WKN: A14U78
Indices: SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT
Developed Europe Index, FTSE EPRA/NAREIT Germany Index
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Dusseldorf, Stuttgart, Tradegate
Exchange
End of News DGAP News Service
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560405 31.03.2017
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