EQS-News: Befesa S.A.: Einladung zur Hauptversammlung am 15. Juni 2023 (deutsch)
Befesa S.A.: Einladung zur Hauptversammlung am 15. Juni 2023
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EQS-News: Befesa S.A. / Schlagwort(e): Hauptversammlung
Befesa S.A.: Einladung zur Hauptversammlung am 15. Juni 2023
12.05.2023 / 12:30 CET/CEST
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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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 15 June 2023, at 14:00 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
1. 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 2022, 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
2022, prepared in accordance with Luxembourg Generally Accepted Account
Principle(s) ("GAAP").
2. Approval of the Company's consolidated financial statements for the
financial year ended 31 December 2022.
3. Approval of the Company's annual accounts for the financial year ended
31 December 2022.
4. Allocation of results and determination of the dividend in relation to
the financial year ended 31 December 2022.
5. 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 2022.
6. 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 2023.
7. Presentation of and advisory vote on the remuneration policy for the
members of the Board of Directors.
8. Presentation of and advisory vote on the remuneration report for the
members of the Board of Directors in the financial year ended 31
December 2022.
9. Reappointment of the independent auditor for the financial year ending
on 31 December 2023.
B. Availability of the documentation, attendance and voting procedure
1. 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; 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.
2. 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.
3. 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 1 June
2023 at midnight (24:00 CEST) (the "Record Date"). Any changes in share
ownership after the Record Date will not be taken into account.
1. 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 [1]befesa-agm@gfei.de no later than
24:00 CEST on 1 June 2023.
1. mailto:befesa-agm@gfei.de
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 [1]befesa-agm@gfei.de no later than
24:00 CEST on 9 June 2023.
1. mailto:befesa-agm@gfei.de
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 9 June 2023
(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 24 May 2023 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 31 May 2023 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.
Wolf Lehmann 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, 12 May 2023
Javier Molina Montes
Executive Chair
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12.05.2023 CET/CEST Veröffentlichung einer Corporate News/Finanznachricht,
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Sprache: Deutsch
Unternehmen: Befesa S.A.
68-70, Boulevard de la Pétrusse
2320 Luxembourg
Luxemburg
E-Mail: irbefesa@befesa.com
Internet: www.befesa.com
ISIN: LU1704650164
WKN: A2H5Z1
Indizes: MDAX
Börsen: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart, Tradegate Exchange; London
EQS News ID: 1632089
Ende der Mitteilung EQS News-Service
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1632089 12.05.2023 CET/CEST
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