CORESTATE CAPITAL HOLDING S.A. 4, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg
Registered with the Luxembourg Trade and Companies Register under registration number B 199780 CONVENING NOTICE TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
The management board (the Management Board) of Corestate Capital Holding S.A. (the Company) hereby convenes all shareholders to the annual general meeting of the shareholders of the Company (the Meeting), which shall be held on 28 June 2022 at 10 a.m. CEST with the agenda set out below. Important information: In application of the Luxembourg law dated 17 December 2021 extending the measures initially introduced by the Grand Ducal Regulation of 20 March 2020, enacted into law by the Luxembourg law dated 20 June 2020 and prolonged by the Luxembourg law dated 23 September 2020 in relation with the holding of meetings in companies and other legal entities in light of the exceptional circumstances surrounding the COVID-19 (the Emergency Legislation) and notwithstanding any contrary provisions in the articles of association of the Company (the Articles), the Company will not hold a physical meeting. Shareholders may exercise their rights at the Meeting exclusively by appointing a special proxyholder (please refer to item V. (Participation)).
| I. |
Quorum and majority requirements The amendments of the Articles proposed under items 17 and 18 of the below agenda being extraordinary matters, article 10.2 of the Articles requires a quorum of representation of at least one half (1/2) of the share capital of the Company at the Meeting. In the event that this quorum is not met, agenda items regarding an amendment of the Articles will be dropped. The agenda items are adopted by a simple majority of the votes expressed by the shareholders duly represented, except with regard to agenda items 17 and 18, for which a majority of 66.67% of the votes expressed by the shareholders duly represented shall apply. |
| II. |
Agenda
| 01 |
Presentation of the stand-alone annual accounts of the Company for the financial year 2021, of the approved consolidated financial statements for the financial year 2021, the auditor report relating to the financial statements for the financial year 2021 as well as the management report for the financial year 2021 The supervisory board of the Company (the Supervisory Board) has not made any comments to the stand-alone annual accounts, the consolidated financial statements for the financial year 2021 as drawn up by the Management Board (the Financial Statements), nor to the report prepared by the Management Board (the Management Report) and the report of the independent auditor relating to the Financial Statements (the Auditor Report). The Management Board and the Supervisory Board propose to the Meeting to approve the Financial Statements in accordance with article 461-7 of the Luxembourg act on commercial companies dated 10 August 1915, as amended (the Companies Act). |
| 02 |
Acknowledgement of the loss of the Company made with respect to the financial year 2021 The Management Board proposes that the Meeting acknowledges that the Company made a loss with respect to the financial year 2021 in an aggregate amount of EUR 89,029,708.65 (the Loss). The Management Board proposes that the Meeting resolves to (i) set off the Loss against the profits and reserves carried forward from the previous financial year and (ii) carry forward the balance of profits and reserves in an aggregate amount of EUR 98,677,141.25 to the next financial year. The Management Board further proposes that the Meeting acknowledges that the Company will not make a distribution, on the basis of the overall financial position of the Company’s group. |
| 03 |
Discharge ( quitus ) to Mr Lars Schnidrig for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Lars Schnidrig for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 04 |
Discharge ( quitus ) to Mr Daniel Löhken for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Daniel Löhken for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 05 |
Discharge ( quitus ) to Mr Nils Peter Hübener for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Nils Peter Hübener for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 06 |
Discharge ( quitus ) to Mr Sebastian Ernst for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting does not grant discharge (quitus) to Mr Sebastian Ernst for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 07 |
Discharge ( quitus ) to Mr Johannes Märklin for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting does not grant discharge (quitus) to Mr Johannes Märklin for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 08 |
Discharge ( quitus ) to Mr René parmantier for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr René Parmantier for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 09 |
Discharge ( quitus ) to Mr Udo Giegerich for the performance of his mandate as member of the management board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Udo Giegerich for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2021. |
| 10 |
Discharge ( quitus ) to Mr Friedrich Munsberg for the performance of his mandate as member of the Supervisory Board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Friedrich Munsberg for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2021. |
| 11 |
Discharge ( quitus ) to Prof. Dr. Hermann Wagner for the performance of his mandate as member of the Supervisory Board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Prof. Dr. Hermann Wagner for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2021. |
| 12 |
Discharge ( quitus ) to Dr. Friedrich Oelrich for the performance of his mandate as member of the Supervisory Board for the financial year 2021 The Management Board and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Friedrich Oelrich for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2021. |
| 13 |
Confirmation and Appointment of Dr. Bertrand Malmendier as new member of the supervisory board The Management Board and the Supervisory Board propose that the Meeting (i) confirms the appointment by co-optation of Dr. Bertrand Malmendier as member of the Supervisory Board of the Company, with effect as of 1 January 2022 and (ii) appoints Dr. Bertrand Malmendier as member of the Supervisory Board of the Company, for a term of office ending after the annual general meeting of the Company which will be held in 2024. The Management Board and the Supervisory Board further propose that the Meeting recommends that Dr. Bertrand Malmendier shall continue to act as chairman of the Supervisory Board. |
| 14 |
Confirmation and Appointment of Dr. Roland Manfred Folz as new member of the supervisory board The Management Board and the Supervisory Board propose that the Meeting (i) confirms the appointment by co-optation of Dr. Roland Manfred Folz, with effect as of 7 March 2022 and (ii) appoints Dr. Roland Manfred Folz as member of the Supervisory Board of the Company for a term of office ending after the annual general meeting of the Company which will be held in 2024. The Management Board and the Supervisory Board further propose that the Meeting recommends that Dr. Roland Manfred Folz shall continue to act as deputy chairman of the Supervisory Board. Further information about the proposed candidates under items 13 and 14 above, including curricula vitae, providing information about their relevant knowledge, skills and experience, together with a list of relevant activities besides the Supervisory Board position forming the subject of these elections, are available on the Company’s website under
| www.corestate-capital.com |
in the segment “Shareholders” and “Annual General Meeting”. |
| 15 |
Appointment of the independent auditor ( cabinet de révision agréé ) for the financial year 2022 The Management Board and the Supervisory Board propose that the Meeting (i) acknowledges that the Company does not intend to renew the appointment of Ernst & Young SA, with registered office at 35E Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (Ernst & Young), as independent auditor (cabinet de révision agréé) for the stand-alone annual accounts and consolidated financial statements of the Company for the financial year 2022 and (ii) grants discharge (quitus) to Ernst & Young for the performance of its duties as independent auditor (cabinet de révision agréé) for, and in connection with, the financial year 2021. The Management Board and the Supervisory Board further propose that the Meeting acknowledges that the Company is currently undergoing a selection process to determine a new independent auditor (cabinet de révision agréé) for the stand-alone annual accounts and consolidated financial statements of the Company for the financial year 2022, and that such auditor, upon completion of such process, shall be approved at the occasion of an additional general meeting of the shareholders of the Company. |
| 16 |
Advisory non-binding vote on the remuneration report The Management Board and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the remuneration report (the Remuneration Report) in accordance with the requirements of articles 7bis and 7ter of the Luxembourg law dated 24 May 2011 relating to the exercise of certain rights of shareholders at general meetings of listed companies, as amended. |
| 17 |
Removal of the age restriction relating to the mandate of members of the Supervisory Board The Management Board proposes to the Meeting to remove the age restriction relating to the mandate of members of the Supervisory Board, such age restriction being currently set at maximum 70 years for members of the Supervisory Board, and to consequently amend articles 18.2 and 18.3 of the Articles, as set out in Schedule 1 to this convening notice. If and to the extent approved, the relevant amendments to articles 18.2 and 18.3 of the Articles proposed here above shall be enacted by a Luxembourg notary in the course of the Meeting. |
| 18 |
Amendment of the description of prior consent matters The Management Board proposes to the Meeting to amend the description of matters for which the Management Board requires the prior consent of the Supervisory Board by, including, without limitation, amending the current definition of “Related Party Transaction” and inserting a new definition of “Related Party”, and to consequently amend article 15 of the Articles, as set out in Schedule 1 to this convening notice. If and to the extent approved, the relevant amendments to article 15 of the Articles proposed here above shall be enacted by a Luxembourg notary in the course of the Meeting. |
|
| III. |
Total amount of shares On the date of the convening of the Meeting, the Company’s subscribed share capital equals EUR 2,564,535.97, represented by 34,193,808 shares without nominal value, all of which are fully paid up. Each share carries one vote. The total number of voting rights is therefore 34,193,808. |
| IV. |
Available information and documentation The following information is available on the Company’s website under
| www.corestate-capital.com |
in the segment “Shareholders” > “Annual General Meeting” and at the Company’s registered office in Luxembourg, as of the day of the publication of this convening notice:
| (i) |
full text of any document to be made available by the Company at the Meeting, including draft resolutions in relation to the above agenda items to be adopted at the Meeting and related documents (i.e. inter alia the Financial Statements, the Management Report, the Supervisory Board report, the Auditor Report and the Remuneration Report); |
| (ii) |
this convening notice; |
| (iii) |
the total number of shares and attached voting rights issued by the Company as of the date of publication of this convening notice; |
| (iv) |
the Special Proxy Form as further mentioned below; and |
| (v) |
the Record Date Attestation form as further mentioned below. |
|
| V. |
Participation On or before the Record Date (as defined below), each shareholder shall indicate to the Company his/her/its intention to participate at the Meeting. The participation at the Meeting and the exercise of voting rights attached to the shares held by a shareholder is determined in relation to the number of shares held by each shareholder at 11:59 p.m. (CEST) on the 14th day prior to the Meeting (14 June 2022) (the Record Date). Shareholders must produce an attestation from their depository bank stating the number of shares held by the shareholder on the Record Date in order to be permitted to exercise their rights at the Meeting (the Record Date Attestation). In accordance with the Emergency Legislation, the Company will not hold a physical meeting. Shareholders may exercise their rights at the Meeting exclusively by appointing in writing Mr Andreas Wahl-Ulm as special proxyholder based on a duly completed, dated and signed special proxy form (the Special Proxy Form). In order for votes pursuant to a Special Proxy Form to be considered, the Company must be provided with a Record Date Attestation relating to the relevant shareholder. The Record Date Attestation and the Special Proxy Form must be received by the Company on 22 June 2022 at 11:59 p.m. (CEST) at the latest at the following address: Corestate Capital Holding S.A.
c/o Link Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
fax: +49 (0)89 210 27-289
agm@linkmarketservices.de Exercise of voting rights of shares in connection with Special Proxy Forms received after such date will not be possible. Special Proxy Forms and Record Date Attestations are available on the Company’s website under
| www.corestate-capital.com |
in the segment “Shareholders” > “Annual General Meeting”. |
| VI. |
Ability to ask questions before the Meeting In accordance with the Emergency Legislation, no physical Meeting will be organised and any shareholder questions must thus be addressed in advance of the Meeting. Shareholders' questions in relation with the agenda must be sent (by fax, post or e-mail) to the contact information mentioned under item V. (Participation) above and received by the Company on 22 June 2022 at 11:59 p.m. (CEST) at the latest. A Record Date Attestation must be attached to such questions to allow the Company to proceed with a satisfactory identification of the relevant shareholder. The answers to these questions will be provided during a conference call to be held on the date of the Meeting. The precise time and joining instructions for such conference call will be made available to registered shareholders prior to the Meeting. Please note that shareholders can dial into such conference call, but will only be able to hear and will not be allowed to speak. |
| VII. |
Additional important information for shareholders Shareholders are hereby informed that the exercise of voting rights is exclusively reserved to such persons that were shareholders on the Record Date (respectively the special proxyholder duly appointed by them). Transfer of shares after the Record Date is possible subject to usual transfer limitations, as applicable. However, any transferee having become owner of shares after the Record Date has no right to vote at the Meeting. One or more shareholder(s) representing at least 5% of the Company’s share capital may request the addition of items to the agenda of the Meeting or table draft resolutions for items included or to be included on the agenda of the Meeting by sending such requests (by fax, post or e-mail) at the latest on 6 June 2022 at 11:59 p.m. (CEST) to the contact information mentioned under item V. (Participation) above. Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address or a postal address to which the Company may correspond and confirm receipt of the request. If you have questions regarding the Meeting feel free to call our Meeting-hotline +49/89/21027-222 or send us an e-mail at
| agm@linkmarketservices.de |
(hotline available from 9 a.m. to 5 p.m. CEST except on bank holidays in Luxembourg or Germany). |
| VIII. |
Data Protection Notice Since the European Data Protection Act came into effect, data protection laws and regulations apply throughout Europe from 25 May 2018 onwards. The protection of your data and the legally compliant processing of your data have a high priority for us. In our data protection notice for shareholders, we have summarized all information regarding the processing of personal data of our shareholders in a clear and structured way. The data protection notice for shareholders can be retrieved and is available for viewing and downloading on the Company's website under
| www.corestate-capital.com |
in the segment “Shareholders” > “Annual General Meeting”. The direct link is: https://corestate-capital.com/data-protection-agm-2022.pdf |
Luxembourg, 24 May 2022.
Corestate Capital Holding S.A., Société Anonyme
The Management Board
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