ADO Properties S.A.
1B Heienhaff, L-1736 Senningerberg
Grand Duchy of Luxembourg
RCS Luxembourg: B197554
The shareholders of the Company
are invited to attend a
General Meeting of Shareholders
at 1.p.m. CET on Thursday, 11 April 2019 at Aerogolf Center, 1B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg
in order to deliberate on the following matters:
AGENDA AND PROPOSED RESOLUTIONS
1. Presentation of a special report of the board of directors (the "Board") of the Company (as required pursuant to Article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended) on any transactions, considered at Board meetings or by circular Board resolutions, since the last general meeting of the Company, in respect of which any of the directors declared to have an interest conflicting with that of the Company,
No resolution required
2. Approval, ratification and confirmation of the appointment of Mr David Daniel (aged 48, a real estate appraiser, Tel Aviv/Israel) as director of the Company and executive vice-chairman of the Board decided by co-optation of the Board at its meeting on 24 January 2019 with such appointment to run from 24 January 2019 until the annual general meeting to take place in the year 2023 and approval of the Company's entry into a service agreement with Mr. David Daniel (the "Service Agreement") and of his remuneration of up to EUR 400,000.00.
The General Meeting approves, ratifies and confirms the appointment of Mr David Daniel as a director of the Company and executive vice-chairman which was decided by co-optation of the Board on 24 January 2019 following the resignation of Mr Shlomo Zohar on 15 December 2018. The appointment is confirmed to run from 24 January 2019 until the annual general meeting to take place in the year 2023.
After having reviewed the principal terms of remuneration of Mr David Daniel (the "Remuneration Terms"), the General Meeting approves the Company's entry into the Service Agreement on the basis of those Remuneration Terms, including the annual remuneration set out therein of up to EUR 400,000.00 (which, according to the Remuneration Terms, accrues from 24 January 2019).
FOR THE AVOIDANCE OF DOUBT THE GM WHICH IS THE SUBJECT OF THIS CONVENING NOTICE IS NOT THE ANNUAL GENERAL MEETING OF THE COMPANY WHICH IS EXPECTED TO BE HELD LATER IN 2019
I AVAILABLE INFORMATION AND DOCUMENTATION
The following information is available on the Company's website http://www.ado.properties/ and at the Company's registered office in Luxembourg as from the date of publication of the convening notice in the Luxembourg Official Gazette (Receuil Electronique des Sociétés et Associations) and in the Luxembourg newspaper WORT:-
- this convening notice for the GM
- the total number of shares and voting rights at the date of the convening notice
- the Special Report
- the Remuneration Terms and curriculum vitae of Mr David Daniel
- the draft resolutions in relation to each of the above agenda points to be adopted at the GM, or where no resolution is proposed to be adopted, a comment from the board of directors; and
- the proxy and voting form to be used if voting by proxy or by correspondence (the "Proxy and Voting Form")
Shareholders may obtain a copy of the full text of any document to be made available by the Company at the GM and draft resolutions proposed to be adopted by the GM upon request by mail, fax or email to BNP Paribas Securities Services, Luxembourg Branch, in its capacity as mandated agent of the Company ("BNP Paribas").
II QUORUM AND VOTING
The GM 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.
III 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 GM and/or (b) to table draft resolutions regarding items included or to be included in the agenda of the GM.
Such requests must be in writing and sent to BNP Paribas by post or fax (see contact details in Section VI below) or by email to firstname.lastname@example.org. They must be accompanied by a justification or a draft resolution to be adopted at the GM and must indicate the postal or electronic address at which the Company or BNP Paribas (as the Company's agent) may acknowledge receipt of these requests. The requests must be accompanied by proof (in the form of a certificate issued the bank, the custodian, professional securities' depositary or the financial institution where the shares are on deposit) that the shareholder(s) hold the required number of shares on the date of the request (i.e. at least 5%). The new agenda points/draft resolutions will only be considered by the GM if the requesting shareholder(s) holds the requisite number of shares also on the Record Date (as defined below).
Any such request and accompanying documents from shareholders must be received by BNP Paribas, not later than the 22nd day before the GM (i.e. not later than Wednesday, 20 March 2019).
The Company or BNP Paribas as the Company's agent, shall acknowledge receipt of any such requests within 48 hours of receipt.
The Company shall publish a revised agenda at the latest on the 15th day before the GM (i.e. Wednesday, 27 March 2019).
IV RIGHT TO ASK QUESTIONS
Every shareholder has the right to ask questions concerning items on the agenda of the GM during the GM. The Company will respond to such questions on a best efforts basis subject to the measures which it may take to ensure the identification of shareholders, the good order of the GM and its preparation and the protection of confidentiality and the Company's business interests. The Company may, at its discretion, reply to such questions either globally or individually, during the GM.
V PARTICIPATION TO THE GM
The rights of shareholders to participate to the GM and exercise voting rights are subject to such shareholders being shareholders of the Company at midnight (24:00) Luxembourg time on Thursday, 28 March 2019 (the "Record Date", i.e. the day falling fourteen (14) days before the date of the GM).
In order to participate to the GM, a shareholder must:-
(i) indicate his/her/its intention to participate at the latest by 24:00 CET on Thursday, 28 March 2019, the Record Date. This confirmation of participation must be given in writing (by post or fax (see contact details in Section VI below) or by email to email@example.com) by a shareholder directly or someone on its behalf to BNP Paribas;
(ii) procure that a Shareholding Confirmation Certificate is received by BNP Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019. This "Shareholding Confirmation Certificate" 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 custodian, professional securities' depositary or the financial institution where the shares are on deposit. A template form can be downloaded from the Company's website at http://www.ado.properties/, and
(iii) depending on whether the shareholder wishes to participate/ vote at the GM:-
1. by attendance in person, he/she/it must simply attend the GM and identify himself/herself with a valid identification card (noting that the Shareholding Confirmation Certificate must already have been sent to BNP Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019); or
2. by appointing a proxy of his/her/its choice to exercise his/her/is voting rights, he/she/it must complete and sign the Proxy and Voting Form, excluding section 2, 3 and 4 and return that form to BNP Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019 (together with the Shareholding Confirmation Certificate mentioned above); or
3. by appointing a proxy nominated by the Company to execute voting rights according to explicit instructions, he/she/it must complete and sign the Proxy and Voting Form, excluding section 1 and 3 and return that form to BNP Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019 (together with the Shareholding Confirmation Certificate mentioned above);
4. by voting by correspondence, he/she/it must complete and sign the Proxy and Voting Form, excluding section 1 and 2 and return that form to BNP Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019 (together with the Shareholding Confirmation Certificate mentioned above);
The Proxy and Voting Form may be downloaded from the Company's website at http://www.ado.properties/
Persons designated as proxyholder in accordance with section 1 of the Proxy and Voting Form must provide proof of their identity in form of a valid passport or identity card at the GM.
VI CONTACT DETAILS OF BNP PARIBAS
The contact details of the agent duly mandated by the Company to receive confirmation of participation to the GM and to receive the Shareholding Confirmation Certificate, the Proxy and Voting Form, proposals of additional agenda items and proposed resolutions pursuant to this convening notice are as follows:-
BNP Paribas Securities Services, Luxembourg Branch
Corporate Trust Services
60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg
Postal address:- L-2085 Luxembourg, Grand Duchy of Luxembourg
Tel:+352 26 96 2389 Fax:- +352 26 96 9757
Signed on 6 March 2019 for publication no later than 11 March 2019
The Board of Directors
Mr. Florian Goldgruber
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