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EQS-HV: ADLER Group S.A.: Bekanntmachung der Einberufung zur Hauptversammlung

am 09.08.2024 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

EQS-News: ADLER Group S.A. / Bekanntmachung der Einberufung zur                
Hauptversammlung                                                               
ADLER Group S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am       
09.08.2024 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121   
AktG                                                                           
                                                                               
22.07.2024 / 15:05 CET/CEST                                                    
Bekanntmachung gemäß §121 AktG, übermittelt durch EQS News                     
- ein Service der EQS Group AG.                                                
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.   
                                                                               
                                                                               
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ADLER Group S.A.                                                               
Société anonyme 55, Allée Scheffer, L-2520 Luxembourg RCS Luxembourg: B197554  
CONVENING NOTICE                                                               
                                                                               
The extraordinary general meeting of the shareholders of the Company was       
convened for 17 July 2024 at 11 a.m. CEST (the "First EGM"). Less than 50 % of 
the Company’s issued share capital was present or represented at the First EGM.
Therefore, the First EGM did not meet the quorum of article 14 of the articles 
of association of the Company and article 450-3 (2) of the law of 10 August    
1915 on commercial companies, as amended, and could not validly deliberate.    
The shareholders of ADLER Group SA (the "Company") are invited to participate  
in the reconvened Extraordinary General Meeting of Shareholders                
(the "Reconvened EGM" or the "Reconvened Extraordinary General Meeting") to be 
held on Friday, 9 August 2024 at 11 a.m. CEST                                  
at Légère Hotel Luxembourg, 11, rue Gabriel Lippmann, Parc d’Activité Syrdall, 
L-5365 Munsbach in order to deliberate on the items of the agenda set out      
below. PARTICIPATION TO THE EXTRAORDINARY GENERAL MEETING                      
MUST BE CONFIRMED BY MIDNIGHT CEST ON FRIDAY, 26 JULY 2024. SHAREHOLDING       
CONFIRMATIONS AND PARTICIPATION, PROXY AND VOTING FORMS                        
MUST BE PROVIDED BY MIDNIGHT CEST ON TUESDAY, 6 AUGUST 2024. QUESTIONS FROM    
SHAREHOLDERS RELATED TO ITEMS ON THE AGENDA                                    
SHOULD BE RECEIVED BY MIDNIGHT CEST ON TUESDAY, 6 AUGUST 2024. Listed shares   
International Securities Identification number (ISIN): LU1250154413 AGENDA AND 
PROPOSED RESOLUTIONS OF THE RECONVENED EGM                                     
1. Approval of the amendment of Article 4. Object, purpose of the article of   
association of the Company which shall read as follows:                        
                                                                               
Article 4. Object, purpose                                                     
                                                                               
The corporate purpose of the Company shall be the long-term creation of value  
by investment in and development of real estate properties and immovable       
property as well as the purchase, rental and disposal of such properties. It   
may also carry out real estate management for its own purposes and any other   
activity whatsoever in the real estate sector.                                 
                                                                               
The Company may realise that corporate purpose either directly or through the  
creation of companies, the acquisition, holding or acquisition of interests in 
any companies or partnerships, membership in any associations, consortia and   
joint ventures.                                                                
                                                                               
The Company may also acquire by purchase, subscription or in any other manner  
as well as transfer by sale, exchange or in any other manner shares, bonds,    
debt securities, warrants and other securities and instruments of any kind.    
                                                                               
The Company may borrow in any form including by way of public offer of         
securities. It may issue, shares, parts bénéficiaires, notes, bonds and        
debentures and any kind of debt and/or equity securities. The Company may lend 
funds including the proceeds of any borrowings and/or issues of debt securities
to affiliated and group companies. It may also give guarantees and grant       
securities in favour of third parties to secure its obligations or the         
obligations of its affiliated and group companies. The Company may further     
pledge, transfer, encumber or otherwise create security over all or over some  
of its assets.                                                                 
                                                                               
The Company may engage independent attorneys, accountants, consultants,        
advisors, appraisers, and such other persons as the Company may deem necessary 
or advisable.                                                                  
                                                                               
The Company may generally employ any techniques and instruments relating to its
investments for the purpose of their efficient management, including techniques
and instruments designed to protect the Company against credit, currency       
exchange, interest rate risks and other risks.                                 
                                                                               
The Company may carry out any commercial and/or financial transactions with    
respect to the direct or indirect investments in movable and immovable         
property, including real estate property and including but not limited to      
acquiring, owning, hiring, letting, leasing, renting, dividing, draining,      
reclaiming, developing, improving, cultivating, building on, selling or        
otherwise alienating, mortgaging, pledging or otherwise encumbering movable or 
immovable property, and it may otherwise deal in the assets or businesses      
underlying the Company's direct or indirect investments and engage in all such 
activities and transactions as the Company may deem necessary, advisable or    
incidental to the carrying out of any of the foregoing objects and purposes in 
this Article 4.                                                                
                                                                               
The above description is to be understood in the broadest senses and the above 
enumeration is not limiting.                                                   
                                                                               
Draft resolution (Reconvened EGM Resolution I)                                 
                                                                               
The extraordinary general meeting resolves to approve the amendment of Article 
4. Object, purpose of the article of association of the Company which shall    
read as follows:                                                               
                                                                               
Article 4. Object, purpose                                                     
                                                                               
The corporate purpose of the Company shall be the long-term creation of value  
by investment in and development of real estate properties and immovable       
property as well as the purchase, rental and disposal of such properties. It   
may also carry out real estate management for its own purposes and any other   
activity whatsoever in the real estate sector.                                 
                                                                               
The Company may realise that corporate purpose either directly or through the  
creation of companies, the acquisition, holding or acquisition of interests in 
any companies or partnerships, membership in any associations, consortia and   
joint ventures.                                                                
                                                                               
The Company may also acquire by purchase, subscription or in any other manner  
as well as transfer by sale, exchange or in any other manner shares, bonds,    
debt securities, warrants and other securities and instruments of any kind.    
                                                                               
The Company may borrow in any form including by way of public offer of         
securities. It may issue, shares, parts bénéficiaires, notes, bonds and        
debentures and any kind of debt and/or equity securities. The Company may lend 
funds including the proceeds of any borrowings and/or issues of debt securities
to affiliated and group companies. It may also give guarantees and grant       
securities in favour of third parties to secure its obligations or the         
obligations of its affiliated and group companies. The Company may further     
pledge, transfer, encumber or otherwise create security over all or over some  
of its assets.                                                                 
                                                                               
The Company may engage independent attorneys, accountants, consultants,        
advisors, appraisers, and such other persons as the Company may deem necessary 
or advisable.                                                                  
                                                                               
The Company may generally employ any techniques and instruments relating to its
investments for the purpose of their efficient management, including techniques
and instruments designed to protect the Company against credit, currency       
exchange, interest rate risks and other risks.                                 
                                                                               
The Company may carry out any commercial and/or financial transactions with    
respect to the direct or indirect investments in movable and immovable         
property, including real estate property and including but not limited to      
acquiring, owning, hiring, letting, leasing, renting, dividing, draining,      
reclaiming, developing, improving, cultivating, building on, selling or        
otherwise alienating, mortgaging, pledging or otherwise encumbering movable or 
immovable property, and it may otherwise deal in the assets or businesses      
underlying the Company's direct or indirect investments and engage in all such 
activities and transactions as the Company may deem necessary, advisable or    
incidental to the carrying out of any of the foregoing objects and purposes in 
this Article 4.                                                                
                                                                               
The above description is to be understood in the broadest senses and the above 
enumeration is not limiting.                                                   
                                                                               
2. Approval of the conversion of one hundred fifty-one million six hundred     
twenty-six thousand one hundred seven (151,626,107) dematerialised shares of   
the Company into one hundred fifty-one million six hundred twenty-six thousand 
one hundred seven (151,626,107) registered shares with such rights and         
obligations, as set forth in the articles of association of the Company as     
amended pursuant to the item four below.                                       
                                                                               
Draft resolution (Reconvened EGM Resolution II)                                
                                                                               
The extraordinary general meeting resolves to approve the conversion of one    
hundred fifty-one million six hundred twenty-six thousand one hundred seven    
(151,626,107) dematerialised shares of the Company into one hundred fifty-one  
million six hundred twenty-six thousand one hundred seven (151,626,107)        
registered shares with such rights and obligations, as set forth in the        
articles of association of the Company as amended pursuant to the fourth       
resolution below.                                                              
                                                                               
3. Approval of the granting of an authorisation to the board of directors of   
the Company to issue up to four hundred fifty-four million eight hundred       
seventy-eight thousand three hundred twenty-one (454,878,321) voting securities
(parts bénéficiaires avec le droit de vote) of the Company with such rights and
obligations, as set forth in the articles of association of the Company as     
amended pursuant to the item four below, and acknowledgement of the report of  
the board of directors of the Company regarding the authorization to issue such
voting securities (parts bénéficiaires avec le droit de vote) of the Company.  
                                                                               
Draft resolution (Reconvened EGM Resolution III)                               
                                                                               
The extraordinary general meeting resolves to grant an authorisation to the    
board of directors of the Company to issue up to four hundred fifty-four       
million eight hundred seventy-eight thousand three hundred twenty-one          
(454,878,321) voting securities (parts bénéficiaires avec le droit de vote) of 
the Company with such rights and obligations, as set forth in the articles of  
association of the Company as amended pursuant to the fourth resolution below, 
and acknowledge the report of the board of directors of the Company regarding  
the authorization to issue such voting securities (parts bénéficiaires avec le 
droit de vote) of the Company.                                                 
                                                                               
4. Approval of the full amendment and restatement of the articles of           
association of the Company as proposed in the amended and restated articles of 
association of the Company published on the Company’s website                  
https://www.adler-group.com                                                    
                                                                               
in the segment "General Meeting" > "General Meeting 2024", including the       
implementation of a dividend policy.                                           
                                                                               
Draft resolution (Reconvened EGM Resolution IV)                                
                                                                               
As a consequence of the above resolutions and for the purpose of, inter alia,  
creation of the voting securities (parts bénéficiaires avec le droit de vote)  
and implementation of the dividend policy of the Company, the extraordinary    
general meeting resolves to approve the full amendment and restatement of the  
articles of association of the Company as proposed in the amended and restated 
articles of association of the Company published on the Company’s website      
https://www.adler-group.com                                                    
                                                                               
in the segment "General Meeting" > "General Meeting 2024".                     
                                                                               
5. Delegation of powers                                                        
                                                                               
Draft resolution (Reconvened EGM Resolution V)                                 
                                                                               
The extraordinary general meeting resolves to create the share register and the
voting securities’ register of the Company in order to reflect the             
above-mentioned changes and grant power and authority individually to any      
director of the Company, any member of senior management of the Company, any   
lawyer or employee of Arendt & Medernach SA and/ or Bonn Steichen & Partners to
proceed, in the name and on behalf of the Company, to the registration in both 
registers of the Company of any changes required by the matters set out under  
the above resolutions as well as to see to any formalities in connection       
therewith.                                                                     
I. AVAILABLE INFORMATION AND DOCUMENTATION                                     
The following information is available on the Company’s website,               
https://ir.adler-group.com                                                     
                                                                               
in the segment "Corporate Governance" > "General Meeting" > "General Meeting   
2024" and at the Company’s registered office in Luxembourg as from a date no   
later than the date of publication of the convening notice in the Luxembourg   
Official Gazette (Receuil Electronique des Sociétés et Associations) and in the
Luxembourg newspaper Tageblatt:-                                               
                                                                               
                                                                               
                                                                             
                                                                             
• this convening notice for the Reconvened EGM (which includes draft           
resolutions in relation to the above agenda points to be adopted at the        
Reconvened EGM);                                                               
                                                                               
• the total number of shares and voting rights as at the date of this convening
notice;                                                                        
                                                                               
• the participation, proxy and voting form for the Reconvened EGM (the         
"Participation, Proxy and Voting Form" or the " PPV Form");                    
                                                                               
• Shareholding confirmation certificate form (the "Shareholding Confirmation   
Certificate");                                                                 
                                                                               
• the full text of any document to be made available by the Company at the     
Reconvened EGM including:-                                                     
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
• the draft amended and restated articles of association of the Company;       
                                                                               
• the presentation entitled "Amendment of the articles of association          
("AoAs")                                                                       
of Adler Group S.A.";                                                          
                                                                               
• the report of the board of directors of the Company regarding the            
authorization to issue voting securities (parts bénéficiaires avec le droit    
de vote) of the Company.                                                       
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
Shareholders may obtain a copy of the full text of any document to be made     
available by the Company at the Reconvened EGM                                 
and the draft resolution proposed to be adopted by the Reconvened EGM upon     
request by post (see contact details in Section                                
VII below) or by e-mail to                                                     
                                                                               
                                                                               
                                                                               
                                                                               
[email protected]                                                 
                                                                               
                                                                               
                                                                               
                                                                               
to Computershare Deutschland GmbH & Co KG, in its capacity as mandated agent of
the Company ("Computershare").                                                 
                                                                               
                                                                               
                                                                               
                                                                               
II QUORUM AND VOTING                                                           
                                                                               
The Reconvened EGM shall validly deliberate on the abovementioned agenda       
regardless of the quorum of the Company’s issued                               
share capital represented. The resolutions will be validly adopted only if     
approved by at least 2/3 of the votes cast at the                              
Reconvened EGM. Each share is entitled to one vote.                            
                                                                               
                                                                               
                                                                               
                                                                               
III. ISSUED SHARE CAPITAL, TOTAL NUMBER OF SHARES AND VOTING RIGHTS            
                                                                               
On the date of publication of this convening notice:                           
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
(i) the issued share capital of the Company amounts to EUR 188,016.37;         
                                                                               
(ii) the total number of shares composing the share capital of the Company is  
151,626,107 dematerialised shares without a nominal value, and                 
                                                                               
(iii) the total number of voting rights attached to the shares composing the   
share capital of the Company is 151,626,107 voting rights.                     
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
                                                                               
IV. RIGHT TO ASK QUESTIONS                                                     
                                                                               
Every shareholder has the right to ask questions concerning items on the agenda
of the Reconvened EGM. 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 Reconvened EGM and its preparation and the protection of 
confidentiality and the Company's business                                     
interests. The Company may provide one overall answer to questions having the  
same content. Where the relevant information                                   
is available on the Company's website in a question and answer format, the     
Company shall be deemed to have answered the questions                         
asked by referring to its website.                                             
                                                                               
                                                                               
                                                                               
                                                                               
For the sake of the good order of the Reconvened EGM and to facilitate the     
Company providing comprehensive answers to questions                           
raised, questions of shareholders concerning items on the agenda of the        
Reconvened EGM, should be received by Computershare                            
by midnight (24:00 CEST) on Tuesday, 6 August 2024 by post (see contact details
in Section VII below) or by e-mail to [email protected]. Answers  
will be provided                                                               
by the Company either during the Reconvened EGM (as applicable) or on the      
Company's website in a question and answer format.                             
                                                                               
                                                                               
                                                                               
                                                                               
V. PARTICIPATION TO THE RECONVENED EGM                                         
                                                                               
The rights of shareholders to participate at the Reconvened EGM and exercise   
voting rights are subject to such shareholders                                 
being shareholders of the Company at midnight (24:00) CEST on Friday, 26 July  
2024 (the "Record Date", i.e. the day falling fourteen (14) days before the    
date of the Reconvened EGM).                                                   
                                                                               
                                                                               
                                                                               
                                                                               
In order to participate in the Reconvened EGM, a shareholder must:-            
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
(i) indicate his/her/its intention to participate in the Reconvened EGM, as    
applicable at the latest by 24:00 CEST on Friday, 26 July 2024, the            
Record Date. This confirmation of participation shall be given to              
Computershare in writing (by e-mail to [email protected] or       
by post (see contact details in Section VII below)) by a shareholder           
directly or someone on his/her/its behalf;                                     
                                                                               
(ii) procure that a Shareholding Confirmation Certificate is received by       
Computershare at the latest by midnight (24:00 CEST) on Tuesday, 6 August      
2024. This "Shareholding Confirmation Certificate" must indicate the           
shareholder's name and the number of Company shares held at midnight,          
(24:00) CEST on the Record Date. The Shareholding Confirmation                 
Certificate shall be issued by the bank, the professional securities'          
depositary or the financial institution where the shares are on deposit.       
A template form can be downloaded from the Company’s website,                  
https://ir.adler-group.com                                                     
                                                                               
in the segment "Corporate Governance" > "General Meeting" > "General           
Meeting 2024"; and                                                             
                                                                               
(iii) complete and return an PPV Form as described below, depending on whether 
the shareholder is participating to the Reconvened EGM:-                       
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
a. by attendance in person, he/she/it must complete and sign the PPV           
Form,                                                                          
excluding section 2, 3, 4 and 5 and return that form to Computershare at       
the latest by midnight (24:00 CEST) on Tuesday, 6 August 2024 (together        
with the                                                                       
Shareholding Confirmation Certificate mentioned above). He/she/it must         
attend the Reconvened EGM (as applicable) and identify himself/herself         
with                                                                           
a valid identification card; or                                                
                                                                               
b. by appointing Computershare as proxyholder or another proxyholder of        
his/her/its choice to exercise his/her/is voting rights as the relevant        
proxyholder deems fit, he/she/it must complete and sign the PPV Form,          
excluding section 1, 3, 4 and 5 and return that form to Computershare at       
the latest by midnight (24:00 CEST) on Tuesday, 6 August 2024 (together        
with the                                                                       
Shareholding Confirmation Certificate mentioned above). A proxy holder         
must                                                                           
attend the Reconvened EGM and identify himself/herself with a valid            
identification card; or                                                        
                                                                               
c. by appointing Computershare as proxyholder or another proxyholder of        
his/her/its choice to exercise his/her/is voting rights according to           
explicit instructions, he/she/it must complete and sign the PPV Form,          
excluding section 1, 2 and 4 and return that form to Computershare at the      
                                                                               
latest by midnight (24:00 CEST) on Tuesday, 6 August 2024 (together with       
the Shareholding Confirmation Certificate mentioned above);                    
                                                                               
d. by voting by correspondence, he/she/it must complete and sign the PPV       
Form,                                                                          
excluding section 1, 2 and 3 and return that form to Computershare at the      
                                                                               
latest by midnight (24:00 CEST) on Tuesday, 6 August 2024 (together with       
the Shareholding Confirmation Certificate mentioned above).                    
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
The PPV Form can be downloaded from the Company’s website,                     
                                                                               
                                                                               
                                                                               
https://ir.adler-group.com                                                     
                                                                               
                                                                               
                                                                               
                                                                               
in the segment "Corporate Governance" > "General Meeting" > "General Meeting   
2024".                                                                         
                                                                               
                                                                               
                                                                               
VI. CONTACT DETAILS COMPUTERSHARE                                              
                                                                               
The contact details of Computershare, as the agent duly mandated by the Company
to receive confirmations of participation                                      
to the Reconvened EGM and to receive the Shareholding Confirmation             
Certificates, the Participation, Proxy and Voting Forms,                       
questions on the agenda of the Reconvened EGM, proposals of additional agenda  
items and proposed resolutions pursuant to this                                
convening notice are as follows:-                                              
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
ADLER Group S.A.                                                               
                                                                               
c/o Computershare Operations Center                                            
                                                                               
Postal address: 80249 München                                                  
                                                                               
E-mail: [email protected]                                         
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
                                                                               
VII. PROCESSING OF PERSONAL DATA                                               
                                                                               
For information on the processing of personal data in connection with the      
Reconvened EGM, we invite you to consult the Company’s                         
Data Protection Notice, which can be found on the Company’s website,           
                                                                               
                                                                               
                                                                               
                                                                               
https://ir.adler-group.com                                                     
                                                                               
                                                                               
                                                                               
                                                                               
in the segment "Corporate Governance" > "General Meeting" > "General Meeting   
2024".                                                                         
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
Signed on 17 July 2024                                                         
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
The Board of Directors                                                         
                                                                               
                                                                               
                                                                               
Stefan Brendgen(Chairman)                                                      
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                             
                                                                             
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
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Sprache:     Deutsch                          

Unternehmen: ADLER Group S.A.                 

             55, Allée Scheffer               

             2520 Luxemburg                   

             Luxemburg                        

E-Mail:      [email protected]

Internet:    https://www.adler-group.com/     







                                      

Ende der Mitteilung  EQS News-Service



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1951307  22.07.2024 CET/CEST