DGAP-News: MyBucks S.A. / Key word(s): AGM/EGM
MyBucks S.A.: MyBucks announces the results of the Annual General Meeting and the Extraordinary General Meeting
21.02.2018 / 07:58
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MyBucks announces the results of the Annual General Meeting and the Extraordinary General Meeting
Luxembourg, February 20, 2018 - On February 20. 2018 (15:29 CET), MyBucks S.A. held its annual general meeting of shareholders for the financial year ended 30 June 2017 and an extraordinary general meeting at its registered office in Luxembourg today.
Annual General Meeting
It appeared from the attendance list established and certified by the members of the bureau that 7,523,822 shares, representing 58.03% of the share capital of the Company in an amount of 12,965,613, were duly represented at this meeting which was consequently regularly constituted. The shareholders acknowledge that this meeting took place c. four months after its originally scheduled time. The shareholders present at the meeting unanimously voted in favor of the:
- Approval of the audited standalone financial statements of the Company for the financial period ended 30 June 2017
- Continuation of the activities of the Company considering the losses suffered by the Company as at 30 June 2017 in accordance with article 480-2 of the Law
- Discharge to be granted to the board of directors (quitus) for the performance of their duties for the financial period ended 30 June 2017
- Discharge to be granted to PricewaterhouseCoopers as the "Réviseur d'Entreprises Agréé" (quitus) for the performance of its duties for the financial year ended 30 June 2017
- Renewal of the mandate of the Réviseur d'Entreprises Agréé PricewaterhouseCoopers
The approval of the consolidated financial statements of the Company for the financial period ended 30 June 2017 was duly approved with 7,375,685 votes in favour and 148,137 Abstentions. The shareholders voted unanimously in favour to the three-year term appointment of Christopher Hall, Trevor Anthony Joslin, George Manyere, Timothy Nuy, David van Niekerk and Dennis Wallestad. The appointment of Johannes Hendrikus Jonck did not reach the required majority at votes.
No miscellaneous matters were raised. Sergey Gorchakov was granted the power to perform all formalities pertaining to the filing and publication of the consolidated and standalone financial statements of the Company for the financial year ended 30 June 2017 with the Luxembourg Register of Commerce and Companies.
Extraordinary General Meeting
It appeared from the attendance list established and certified by the members of the bureau that 10,070,760 shares, representing 77.67% of the share capital of the Company in an amount of 12,965,613, were duly represented at this meeting which was consequently validly constituted. The shareholders present at the meeting voted unanimously in favour of all the resolutions tabled.
As a result, the Company resolved to cancel the Trademark License Agreement and Option Rights Agreement entered into with Opportunity Inc. in October 2016 with a corresponding cancellation of the 250,000 shares issued pursuant to this Agreement. This will once implemented lead to a reduction of the share capital to 12,715,613 shares outstanding with a nominal value of EUR 12,715,613.
Furthermore, the Company resolved to amend article 6, paragraph 1 of its articles of association in line with this share capital reduction. The Company also resolved to amend article, paragraph 6, in which the last sentence shall henceforth read "the proportion of the share capital which could be allocated to a stock option plan is up to ten percent (10%) of the issued share capital of the Company". Finally, the Company resolved to delete the second paragraph of article 16 of its articles of association. As a result, the Company will henceforth invite for its Annual General Meeting upon release of its Audited Financial Statements rather than have a pre-determined date in the articles of association.
The Directors have been given authority to take the necessary action to implement the above changes.
Constitution of Board of Directors
Earlier this morning, Gerd Alexander Schütz and Simon Frederik Village decided to not offer themselves for re-election. As a result of the outcome of today's Annual General Meeting, the appointment of Johannes Hendrikus Jonck was not renewed. Therefore, the Board will be constituted with the minimum required six members as per the Company's Articles of Association being Christopher Hall, Trevor Joslin, George Manyere, Timothy Nuy, Dave van Niekerk and Dennis Wallestad.
MyBucks S.A. (WKN: A2AJLT, ISIN: LU1404975507, Ticker Symbol: MBC:GR) is a FinTech company based in Luxembourg that delivers seamless financial services through technology. Through its brands GetBucks and GetSure the company offers impact loans, unsecured consumer loans, banking solutions as well as insurance products to customers. MyBucks has experienced exponential growth since its inception in 2011 and today has operations in twelve African and two European countries as well as in Australia. MyBucks aims to ensure that its product offering is accessible, simple and trustworthy, in comparison to traditional, non-technological methods, ultimately working towards enhancing the benefits to the customer. The MyBucks' product offering enables customers to manage their financial affairs easily and conveniently. Discover more at http://www.mybucks.com.
This press release does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of MyBucks S.A. in the United States, Germany or any other jurisdiction.
This publication is not intended, either directly or indirectly, for dissemination or distribution to the USA or within the USA (including its territories and possessions, a U.S. federal state and the District of Columbia) and may not be distributed or forwarded to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933 in the applicable version ('Securities Act')) or to publications which are widely available in the USA. This publication does not constitute an offer - or a request to issue an offer - to buy or acquire securities in the USA, nor is it part of such an offer or request. The securities are not and will not be registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the USA with prior registration in accordance with the provisions of the Securities Act in the version currently applicable or, in the absence of prior registration, if an exemption is granted. MyBucks S.A. does not intend to make a public share offer in the USA.
Subject to certain exceptions under applicable securities laws, the securities referred to in this press release may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan.
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This press release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of MyBucks S.A. and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting MyBucks S.A. such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. MyBucks S.A. does not assume any obligation to update any forward-looking statements.
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