Orco Property Group : Convening Notice of the Company's AGM
21 April 2017 - 4:32PM
Orco Property
Group
Société Anonyme
40, rue de la Vallée
L-2661 Luxembourg
R.C.S. Luxembourg B 44.996
(the "Company")
CONVENING NOTICE
OF THE COMPANY'S ANNUAL GENERAL
MEETING
TO BE HELD ON 24 MAY 2017
Dear Shareholders,
You are invited to attend the
Annual General Meeting of the shareholders of the Company (the
"Meeting") to be held at the registered office
of the Company at 40, rue de la Vallée, L-2661 Luxembourg, Grand
Duchy of Luxembourg, on 24 May 2017 at 14:00
CET, to discuss and to vote on the agenda indicated below.
AGENDA
-
Presentation of the reports of the Board of
Directors and of the approved auditors (réviseurs
d'entreprises agréé) of the Company for the financial year
ended 31 December 2016.
-
Presentation and approval of the statutory
annual accounts for the financial year ended 31 December
2016.
-
Presentation and approval of the consolidated
annual accounts for the financial year ended 31 December
2016.
-
Allocation of the financial results in relation
to the financial year ended 31 December 2016.
-
Discharge to be granted to the members of the
Board of Directors in respect of the performance of their duties
during the financial year ended 31 December 2016.
-
Discharge to be granted to the auditors in
respect of the performance of their duties during the financial
year ended 31 December 2016.
-
Decision to appoint Mr. Jiri Dedera to the Board
of Directors of the Company until the Annual General Meeting of
2018 concerning the approval of the annual accounts of the Company
for the financial year ending 31 December 2017.
-
Decision to appoint Mr. Edward Hughes to the
Board of Directors of the Company until the Annual General Meeting
of 2018 concerning the approval of the annual accounts of the
Company for the financial year ending 31 December 2017.
-
Decision to appoint Mr. Erik Morgenstern to the
Board of Directors of the Company until the Annual General Meeting
of 2018 concerning the approval of the annual accounts of the
Company for the financial year ending 31 December 2017.
-
Subject to approval of item 7 of the agenda,
decision to appoint Mr. Jiri Dedera as the Managing Director
(administrateur délégué) of the Company until
the Annual General Meeting of 2018 concerning the approval of the
annual accounts of the Company for the financial year ending 31
December 2017.
-
Decision to appoint KPMG Luxembourg Société cooperative as the auditors of the Company
until the Annual General Meeting of 2018 concerning the approval of
the annual accounts of the Company for the financial year ending 31
December 2017.
ATTENDING THE
MEETING
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 CET on the Record
Date. The Record Date is 10 May 2017 (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.orcogroup.com.
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 CET on the Record Date, i.e. 10 May
2017, to:
Orco Property
Group
40, rue de la
Vallée
L-2661
Luxembourg
Tel: + 352 26 47
67 1;
Fax: + 352 26 47
67 67;
email:
generalmeetings@orcogroup.com
Attendance and
Proxy form: A template form is available on the Company's
website at www.orcogroup.com 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 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 shareholders 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 noon (12:00 noon
CET) on 21 May 2017, to:
Orco Property
Group
40, rue de la
Vallée
L-2661
Luxembourg
Tel: + 352 26 47
67 1;
Fax: + 352 26 47
67 67;
email:
generalmeetings@orcogroup.com
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.orcogroup.com
and, in particular, in the "Shareholder Corner":
-
the present convening notice;
-
the total number of shares and the voting rights
in the Company as at the date of this convening notice;
-
the documents to be submitted to the Meeting (in
particular the reports of the board of directors and of the
approved auditors (réviseurs d'entreprises
agréé), the statutory annual accounts for the financial year
ended 31 December 2016 and the consolidated annual accounts for the
financial year ended 31 December 2016);
-
the draft resolutions of the Meeting. Any draft
resolution(s) submitted by shareholder(s) shall be added to the
website as soon as possible after the Company has received
them;
-
the Record Date Confirmation form; and
-
the Attendance and Proxy form.
The above documents may also be
obtained by shareholders upon written request sent to the following
postal address: Orco Property Group, 40, rue de la Vallée, L-2661
Luxembourg.
For further information, visit our
website: www.orcogroup.com and, in particular, the "Shareholder
Corner".
Quorum
Requirement: 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.
Right to add new
items on the agenda: One or more shareholders together
representing at least five per cent of the share capital has the
right to (i) put one or more items on the agenda of the Meeting and
(ii) table draft resolutions for items included or to be included
on the agenda of the Meeting.
Such requests must:
-
be in writing and sent to the Company by post
(at the following address: Orco Property Group, 40, rue de la
Vallée, L-2661 Luxembourg) or electronic means (at the following
email address: generalmeetings@orcogroup.com) and be accompanied by
a justification or draft resolution to be adopted in the
Meeting;
-
include the postal or electronic address at
which the Company may acknowledge receipt of the requests;
-
be received by the Company at least twenty two (22) days before the date of the Meeting,
i.e. 2 May 2017.
The Company shall acknowledge
receipt of requests referred to above within (forty-eight) 48 hours
from receipt. The Company shall prepare a revised agenda including
such additional items on or before the fifteenth (15th) day before
the date of the Meeting.
If you need further assistance or
information, please contact : Orco Property Group, 40, rue de la
Vallée, L-2661 Luxembourg, Tel: + 352 26 47 67 1; Fax: + 352 26 47
67 67; email: generalmeetings@orcogroup.com
Luxembourg, 21 April 2017
Yours faithfully,
The Board of
Directors of the Company
Convening Notice of the Company’s
AGM
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Orco Property Group via Globenewswire