Corestate: Extraordinary Geeral Meeting of the Shareholders
CORESTATE CAPITAL HOLDING S.A.4, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg
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| on | 15 June 2023, |
| at | 10:00 a.m. CEST, |
| at | Hotel Sofitel Luxembourg Europe, 6 Rue du Fort Niedergruenewald, L-2226 Luxembourg, Grand Duchy of Luxembourg, |
in accordance with articles 9 and 10.1 of the articles of association of the Company (the Articles).
| I. |
Quorum and majority requirements The proposed matters under items 03, 04 and 08 of the below agenda being extraordinary matters, article 10.2 of the Articles requires a quorum of presence or representation of at least one half of the share capital of the Company at the Meeting. If the quorum of presence is not reached, a second general meeting may be convened in accordance with applicable law. The agenda items are adopted by a simple majority of the votes expressed by the shareholders duly present or represented, except with regard to (i) the matters referred under items 03 and 04 of the below agenda, for which a majority of at least two thirds of the votes expressed by the shareholders duly present or represented shall apply, and (ii) the matter referred under item 08 of the below agenda, for which a majority exceeding 75% of the votes expressed by the shareholders duly present or represented shall apply. |
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| II. |
Agenda
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| III. |
Total amount of shares On the date of the convening of the Meeting, the Company’s subscribed share capital equals EUR 2,564,671.50, represented by 34,195,615 shares without nominal value, all of which are fully paid up. Each share carries one vote. The total number of voting rights is therefore 34,195,615. |
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| IV. |
Available information and documentation The following information is available on the Company’s website under
under “Shareholders” and “General Meeting” and at the Company’s registered office in Luxembourg, as of the day of the publication of this convening notice:
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| V. |
Participation On or before the Record Date (as defined below), each shareholder shall indicate to the Company his/her/its intention to participate at the Meeting. The participation at the Meeting and the exercise of voting rights attached to the shares held by a shareholder is determined in relation to the number of shares held by each shareholder at 11:59 p.m. (CEST) on the 14th day prior to the Meeting (1 June 2023) (the Record Date). Shareholders must produce an attestation from their depository bank stating the number of shares held by the shareholder on the Record Date in order to be permitted to exercise their rights at the Meeting (the Record Date Attestation). The Record Date Attestation must be received (by post or e-mail) by the Company on 9 June 2023 at 11:59 p.m. (CEST) at the latest at the following address: Corestate Capital Holding S.A. Record Date Attestations are available on the Company’s website under
under “Shareholders” and “General Meeting”. By sending a Record Date Attestation, the relevant shareholder shall have confirmed his/her/its intention to participate at the Meeting and no separate declaration will be required in that respect. |
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| VI. |
Representation Shareholders may appoint a proxy holder in writing (the Proxy Form), who does not need to be a shareholder of the Company, to attend the Meeting on their behalf. In order for the Proxy Form to take effect, the Company must be provided with an attestation by the depository bank relating to the shareholder and proving his status as shareholder. The duly completed and signed Proxy Form must be received (by post or e-mail) by the Company on 9 June 2023 at 11:59 p.m. (CEST) at the latest. Exercise of voting rights of shares in connection with Proxy Forms received after such date will not be possible. Proxy Forms are available on the Company’s website under
under “Shareholders” and “General Meeting”. |
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| VII. |
Vote by correspondence Shareholders may also vote by correspondence (the Correspondence Voting Form). Please note that such Correspondence Voting Form must be fully completed, signed and sent back to the Company in two originals. Correspondence Voting Forms which do not specify how a vote shall be counted or if the vote is retained, are void (nul). Correspondence Voting Forms must in any event include an attestation from the depository bank stating the number of shares held by the shareholder on the Record Date as attachment. The duly completed and signed Correspondence Voting Forms must be received (by post or e-mail) by the Company on 9 June 2023 at 11:59 p.m. (CEST) at the latest. Exercise of voting rights of shares in connection with Correspondence Voting Forms received after such date will not be possible. Correspondence Voting Forms are available on the Company’s website under
under “Shareholders” and “General Meeting”. |
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| VIII. |
Ability to ask questions before the Meeting Shareholders‘ questions in relation with the agenda must be sent (by post or e-mail) to the contact information mentioned under Section V (Participation) above and received by the Company on 9 June 2023 at 11:59 p.m. (CEST) at the latest. A Record Date Attestation must be attached to such questions to allow the Company to proceed with a satisfactory identification of the relevant shareholder. The answers to these questions will be provided during the Meeting. |
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| IX. |
Additional important information for shareholders Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons that were shareholders on the Record Date (or their duly appointed proxyholders). Transfer of shares after the Record Date is possible subject to usual transfer limitations, as applicable. However, any transferee having become owner of the shares after the Record Date has no right to vote at the Meeting. One or more shareholder(s) representing at least 5% of the Company’s share capital may request the addition of items to the agenda of the Meeting or table draft resolutions for items included or to be included on the agenda of the Meeting by sending such requests (by e-mail) at the latest on 24 May 2023 at 11:59 p.m. (CEST) to the address mentioned under Section V (Participation) above. Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address and a postal address to which the Company may correspond and confirm receipt of the request. If you have questions regarding the Meeting feel free to call our Meeting-hotline +49 89 8896906 610 or send us an e-mail at
(hotline available from 9 a.m. to 5 p.m. CEST except on bank holidays in Luxembourg or Germany). |
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| X. |
Data Protection Notice Since the European Data Protection Act came into effect, data protection laws and regulations apply throughout Europe from 25 May 2018 onwards. The protection of your data and the legally compliant processing of your data have a high priority for us. In our data protection notice for shareholders, we have summarized all information regarding the processing of personal data of our shareholders in a clear and structured way. The data protection notice for shareholders can be retrieved and is available for viewing and downloading on the Company’s website under
under “Shareholders” and “General Meeting”. The direct link is:
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Luxembourg, 15 May 2023.
Corestate Capital Holding S.A.
The Management Board
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