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Luxempart SA: Ag extraordinary meeting 25 04 2022.pdf


LUXEMPART public limited company head office 12 rue Léon Laval, L-3372 Leudelange

RCS Luxembourg B 27846

The shareholders of the company LUXEMPART (the “ Society ”) are invited to participate in: the general Assembly extraordinary to be held

Monday, April 25, 2022 at 10 a.m. (Luxembourg time) at the registered office of the Company

AGENDA

1. Acknowledgment of the report of the board of directors of the Company concerning the adoption of the authorized capital prepared in accordance with article 420-26 (5) of the Luxembourg law dated August 10, 1915 concerning commercial companies, as amended and granting of authorization to the Board of Directors of the Company to increase the share capital on one or more occasions up to an amount ofant of ninety million euros (EUR 90,000,000) (including the issued share capital) with or without the creation and issue of new shares without designation of nominal value, enjoying the same rights and advantages than existing shares.

Limitation of the authorization to a period expiring no later than five (5) years from the resolution of the extraordinary general meeting granting this authorization.

Authorization to the Board of Directors to issue these new shares with the option of limiting or canceling the preferential subscription right of current shareholders.

2.

Approval of the amendment to Article 29 of the bylaws to incorporate the new procedures for holding general meetings, introduced by the law of August 1, 2019 amending the law of May 24, 2011 concerning the exercise of certain rights of shareholders at general meetings of listed companies, which article 29 will now have the following wording:

For each General Meeting, the Board of Directors may allow any Shareholder to participate in the General Meeting.by conference call, videoconference or any other means of communication enabling them to be identified. Shareholders taking part in a meeting by conference call, videoconference or any other means of communication allowing them to be identified, allowing any person taking part in this meeting to hear each other mutually on an ongoing basis, and allowing effective participation of these persons in the General Meeting, are deemed to be present for the calculation of the quorum and the votes, on the condition that these means of communication are made available at the place where the General Meeting is held.

For each General Meeting, the Board of Directors may also allow each Shareholder to vote at a General Meeting of Shareholders by correspondence by means of a voting form sent by letter, e-mail, fax orby any other means of communication to the registered office of the Company or to the address mentioned in the notice of meeting. In this case, the Shareholders may only use the postal voting forms distributed by the Company and which contain at least the place, date and time of the General Meeting, the agenda of the meeting, the proposals submitted to the General Meeting, as well as for each proposal, three boxes authorizing the shareholder to vote in favour, against, or to abstain from voting by ticking the appropriate box.

Voting forms which, for a proposed resolution, do not show (i) a vote in favour, (ii) a vote against the proposed resolution or (iii) an abstention are void with respect to that resolution. The Company shall only take into account the voting forms received before the General Meeting to which they relate.

The Board of Directors may determine additional conditions to be fulfilled by the Shareholders in order to be able to participate in the General Meetings. »

3.

Approval of the overhaul and renumbering of articles of the Company’s articles of association without modificationcation of the corporate purpose of the Company;

4. Adoption of the English language for the articles of association of the Company and subsequent establishment of bilingual statutes in English followed by a French translation with prevalence of the English language in case of discrepancy; and

5. Miscellaneous.

DOCUMENTS PROVIDED BY LUXEMPART

Proposed resolutions from the Board of Directorsthe documents intended to be presented at the General Meeting as well as the notice of participation and power of attorney can be viewed and downloaded from the LUXEMPART website www.luxempart.lu or obtained on request from the Company (email: [email protected],postal address: LUXEMPART, attn. Mrs. Betty Kizimalé-Grant, 12 rue Léon Laval, L-3372 Leudelange).

Do not hesitate to contact the Company for more information at the addressfollowing section: [email protected].

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

On the date of this notice, there are a total of 20,700,000 shares in issue and the number total voting rights amount to 18,525,265.

TO PARTICIPATE IN THE ASSEMBLY

Registration obligation prior

The rights of a shareholder to participate and exercise their rights at the General Meeting extraordinary are determined according to the shares held by this shareholder on 14th day preceding this Meeting, namely April 11, 2022 at 24:00 (Luxembourg time) (the “ Registration Date “). A person who is not a shareholder on the Record Date cannot neither participate nor vote in the general Assembly.

All shareholder wishing to participate in the General Meeting extraordinary must submit to the Company by post or electronic mail the review form form duly completed and signed

together with the requested attachments (email: [email protected],postal address: LUXEMPART, attn. Mrs. Betty Kizimalé-Grant, 12 rue Léon Laval, L-3372 Leudelange). Participation notices must be received to the Company no later than the Record Date.

In the case of shares held by a natural person, the shareholder must attach to the notice of participation a copy of a valid document proving his identity, such as a copy of a valid identity card or passport.

In the case of shares held by a legal person, the natural person(s) representing this entity who wishes to participate to the Meeting must attach to the notice of participation a copy of a valid document proving their identity such as a copy of a valid identity card or passport, as well as proof of their power of representation by means of a document in good and due form such as a general or special power of attorney or a recent extract from the commercial register indicatingnt the identity of the legal representatives of the entity concerned.

Any bearer shareholder must enclose with the notice of participation or, failing that, send to the Company

Company by post or electronically a certificate issued by the custodian holding the shares on behalf of the shareholder, establishing his status as a shareholder and certifying the number of bearer shares registered in its name on April 11, 2022 at 24:00 (Luxembourg time) (email: [email protected],postal address: LUXEMPART, attn. Mrs. Betty Kizimalé-Grant, 12 rue Léon Laval, L-3372 Leudelange). The certificates must be received by the Company no later than 5 days before the Meeting, i.e. no later than April 19, 2022.

Terms of participation in the Meeting extraordinary general

The general Assembly extraordinary will take place in person at the registered office of the Company located at 12 rue Léon Laval, L-3372 Leudelange. He is not prstudy of the modality of participation in the Assembly by electronic means or remote voting method, whether by post or in electronic form.

Any previously registered shareholder may participate and exercise their rights in person at the Assembly or designate in writing any person as his proxy to represent him in person and vote on his behalf at the Assembly.

In the second hypothesis, the‘shareholder must return to the Company by post or electronically the proxy form duly completed and signed together with the requested attachments (email: [email protected],postal address: LUXEMPART, attn. Mrs. Betty Kizimalé-Grant, 12 rue Léon Laval, L-3372 Leudelange) no later than 5 days before the date of the Meeting, either April 19, 2022.

MODIFICATION OF THE AGENDA

One or more shareholders holding together at least 5% of the share capital of LUXEMPART have the right to put items on the agenda of the General Meeting extraordinary and have the right to submit draft resolutions concerning items entered or to be entered on the agenda of the General Meeting.

The requests referred to above must be made in writing and sent to the Company by post or electronically (email: [email protected], postal address: LUXEMPART, attn. Mrs. Betty Kizimalé-Grant, 12 rue Léon Laval, L-3372 Leudelange) no later than 22th day preceding the date of the Assembly, or April 3, 2022. They must be accompanied by a justification or a draft resolution to be adopted during the General Assembly and indicate the postal or electronic address to which the Company may transmit the acknowledgment of receipt of these requests. The Company will then publisha revised agenda no later than 15th day preceding the date of the Assembly, or April 10, 2022.

WRITTEN QUESTIONS TO THE BOARD OF DIRECTORS

The shareholders have, as soon as this notice is published, the right to ask questions in writing. concerning items on the agenda, which will be answered during the Meeting.

These questions should be addressed to the Company by post or electronically (email: [email protected],postal address: LUXEMPART, attn. Mrs. Betty Kizimalé-Grant, 12 rue Léon Laval, L-3372 Leudelange) at the latest 72 hours before the day of the General Assembly together with a proof ofidentity as well as shareholder status on the Record Date.

Done in Leudelange, March 25, 2022.

For the Board of Directors of LUXEMPART

__________________________

the Chairman of the Board of Directors



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