Befesa S.A. / Schlagwort(e): Hauptversammlung/Dividende
Einladung zur Hauptversammlung am 20. Juni 2024
17.05.2024 / 11:29 CET/CEST
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
verantwortlich.
BEFESA
Befesa S.A.
société anonyme
68-70, Boulevard de la Pétrusse, L-2320 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 177697
Convening Notice
All shareholders of Befesa S.A. (the “
Company”), are
convened by the board of directors of the Company (the “
Board of
Directors”) for the
Annual General Meeting of our
Company which will be held on 20 June 2024, at 9:30 CEST at 12,
Boulevard Royal (Hôtel Le Royal), L-2449 Luxembourg, Grand Duchy of
Luxembourg (the “
AGM”), to deliberate and vote on the
following agenda:
A. Agenda for the AGM
- Presentation of the management report of the Board of
Directors, including the corporate governance report, and of the
reports of the independent auditor (réviseur d’entreprises
agréé) on the Company’s consolidated financial statements for
the financial year ended 31 December 2023, prepared in accordance
with the International Financial Reporting Standards (“IFRS”) as
adopted by the European Union, and on the Company’s annual accounts
for the financial year ended 31 December 2023, prepared in
accordance with Luxembourg Generally Accepted Account Principle(s)
(“GAAP”).
- Approval of the Company’s consolidated financial statements
for the financial year ended 31 December 2023.
- Approval of the Company’s annual accounts for the financial
year ended 31 December 2023.
- Allocation of results and determination of the dividend in
relation to the financial year ended 31 December 2023.
- Granting of discharge to each of the members of the Board of
Directors of the Company for the exercise of their mandate during
the financial year ended 31 December 2023.
- Approval and, to the extent necessary, ratification of the
fixed remuneration of the non-executive members of the Board of
Directors for the financial year ending on 31 December
2024.
- Confirmation of the mandate of Mrs. Soledad Luca de Tena in
replacement of Mr. Romeo Kreinberg as non-executive director of the
Company as of 25 October 2023 by way of co-optation.
- Presentation of and advisory vote on the remuneration report
for the members of the Board of Directors in the financial year
ended 31 December 2023.
- Reappointment of the independent auditor for the financial
year ending on 31 December 2024.
B. Availability of the
documentation, attendance and voting procedure
- Available information and documentation
The following information is available until the ending of the AGM
on the Company’s homepage
(https://www.befesa.com/es/investors/general-meeting/) and at the
Company’s registered office in Luxembourg as from the date of
publication of this convening notice:
- this convening notice for the AGM;
- the documents to be submitted to the AGM;
- a draft resolution or, where no resolution is proposed to be
adopted, a comment from the Board of Directors, for each item on
the proposed agenda of the AGM;
- the biographical information of the candidate for the
confirmation as member of the Board of Directors by way of
co-optation; and
- the Shareholder Participation Form (including the ballot paper
to be used to vote by proxy voting representative or to vote by
correspondence) as mentioned below, the Attestation Form (Record of
Share Ownership) as mentioned below, the Data Protection Notice,
and the aggregate number of shares and of voting rights as at the
date hereof.
Shareholders may obtain without charge a copy of the full text of
any of the above documents upon request to Befesa S.A. c/o GFEI
Aktiengesellschaft by sending an e-mail to befesa-agm@gfei.de.
- Quorum and majority requirements
There are no quorum requirements to be able to participate or vote
at the AGM. No vote being necessary on agenda item 1 of the AGM.
The resolutions on agenda items 2 to 9 of the AGM are adopted by a
simple majority of votes cast.
- Requirements for participating in the AGM and exercising
voting rights
The rights of a shareholder to participate in the AGM and to vote
shall be determined with respect to the shares held by that
shareholder on
6 June 2024 at midnight (24:00 CEST)
(the “
Record Date”). Any changes in share ownership after
the Record Date will not be taken into account.
Registration procedure for voting and, if applicable,
attending the AGM in person or by a proxyholder, and evidence of
share ownership
(i) Shareholders who wish to participate and exercise their
voting rights at the AGM in respect of the shares held by them at
the Record Date shall, on or before the Record Date, submit a
written declaration of their intention to participate at the AGM
and shall exercise their voting rights in one of the following
manners (the “Shareholder Participation Form”):
a. Proxy voting representative appointed by the Company
Shareholders who do not wish to attend the AGM in person may
appoint Mr. Javier Molina Montes, Executive Chair of the
Company, whom failing, Mr. Asier Zarraonandia Ayo, Chief
Executive Officer of the Company, as proxy voting representative
appointed by the Company, to participate in and vote at the AGM on
their behalf. The proxy voting representative will be bound by the
respective instructions of the shareholder provided by the
Shareholder Participation Form prior to the AGM.
b. Proxy voting representative appointed by the
shareholder
Shareholders who do not wish to attend the AGM in person may also
appoint another natural or legal person who needs not to be a
shareholder itself to attend and vote at the AGM on their
behalf.
A proxy holder may hold a proxy from more than one shareholder
without limitation as to the number of shareholders so represented.
The proxy holder will have to identify himself on the date of the
AGM by presenting a valid identity card or passport.
In case of ordinary shares owned by a legal entity, individuals
representing such entity who wish to physically attend the AGM and
vote at the AGM on behalf of such entity, must present evidence of
their authority to attend and vote at the AGM by means of a proper
document (such as a special power of attorney) issued by the entity
represented. Such evidence of authority must be presented at the
AGM.
c. Voting in person
Shareholders who wish to attend the AGM in person will be able to
cast their votes during the AGM. Shareholders attending the AGM in
person shall carry proof of identity in the form of a valid
identity card or passport at the AGM.
In case of ordinary shares owned by a legal entity, individuals
representing such entity who wish to attend the AGM in person and
vote at the AGM on behalf of such entity, must present evidence of
their authority to attend and vote at the AGM by means of a proper
document (such as a special power of attorney) issued by the entity
represented. Such evidence of authority must be presented at the
AGM.
d. Voting by correspondence
Shareholders who wish to vote by post may exercise their voting
rights by casting their votes by correspondence.
Please note that to be valid, the Shareholder Participation Form
must be duly filled in and received by Befesa S.A. c/o GFEI
Aktiengesellschaft by e-mail to befesa-agm@gfei.de
no later
than 24:00 CEST on 6 June 2024.
(ii) In addition to the Shareholder Participation Form
(including the ballot paper to be used to vote by proxy voting
representative or to vote by correspondence), the shareholders who
intend to participate and exercise their voting rights at the AGM
(either in person, representation by proxy or by voting by
correspondence) are obliged to submit an attestation from their
depository bank or financial institution stating the number of
shares held by that shareholder on the Record Date (the
“
Attestation Form”).
Please note that to be valid, the Attestation Form (Record of
Share Ownership) must be duly filled in and received by Befesa S.A.
c/o GFEI Aktiengesellschaft by e-mail to befesa-agm@gfei.de
no later than 24:00 CEST on 14 June 2024.
4.
Additional important information for
shareholders
Participation and exercise of voting rights
Shareholders are hereby informed that the participation in and the
exercise of voting rights at the AGM is exclusively reserved to
such persons that were shareholders on the Record Date and who have
adhered to the voting instruction set out in this convening
notice.
Transfer of shares after the Record Date is possible subject to
usual transfer limitations, as applicable. However, alterations
(either positive or negative) of the number of shares owned by the
shareholder after the Record Date will have no impact on the
participation in and the exercise of voting rights by that
shareholder at the AGM. Likewise, any transferee having become
owner of the shares after the Record Date has no right to vote at
the AGM and may not attend the AGM.
Shareholders, who have validly declared their intention to
participate and vote in the AGM by having transmitted their
Shareholder Participation Form as mentioned under point B. 3.1.,
may also express their votes subsequently provided, however, that
their ballot paper (which is included in the Shareholder
Participation Form) or voting instructions transmitted by any other
permissible means must be received by Befesa S.A., c/o GFEI
Aktiengesellschaft by e-mail to befesa-agm@gfei.de no later than 14
June 2024 (at 24:00 CEST).
Supplement to the convening notice and submission of proposed
resolutions
Shareholder(s) holding individually or collectively at least five
per cent (5%) of the issued share capital of the Company are
entitled to request the addition of items to the agenda of the AGM
and table draft resolutions for items included or to be included on
the agenda of the AGM by sending such request at the latest on 29
May 2024 to the following address befesa-agm@gfei.de (with a copy
to AGM@befesa.com).
Such request will only be accepted by the Company provided it
includes (i) the wording of the new requested agenda item, (ii) the
justification or the wording of the proposed resolution pertaining
to the items included or to be included, and (iii) an e-mail
address or a postal address to which the Company may confirm
receipt of the request.
Where the requests entail a modification of the agenda for the AGM
already communicated to the shareholders, the Company will publish
a revised agenda on 5 June 2024 at the latest.
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 fifteen (15) days following the AGM.
Ability to ask questions
Shareholders have the right to ask questions related to items on
the agenda of the AGM during the AGM.
The Company will respond on a best effort basis to the questions
with respect to the AGM, in particular respecting the good order of
the AGM as well as the protection of confidentiality and business
interests of the Company. The Company may provide one overall
answer to the questions having the same content. An answer shall be
deemed to be given if the relevant information is available on the
Company's internet site in a question and answer format or by the
mere reference by the Company to its internet site.
Other important information for shareholders
By submitting their proxy voting form or their vote by
correspondence, the shareholders agree to appoint Mr. Javier Molina
Montes as chairman and Mr. Henrik von Lukowicz as scrutineer as
part of the bureau of the AGM. The chairman will designate a
secretary for the AGM. If any of the persons mentioned above
cannot, for any reason whatsoever, attend the AGM, the shareholders
agree that Mr. Javier Molina Montes may appoint other persons to
act as chairman and scrutineer at the AGM.
Luxembourg, 17 May 2024
Javier Molina Montes
Executive Chair
17.05.2024 CET/CEST Veröffentlichung einer Corporate
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