CPI PROPERTY GROUP

  • WKN: A0JL4D
  • ISIN: LU0251710041
  • Land: Großherzogtum Luxemburg

Nachricht vom 26.02.2021 | 19:39

CPI PROPERTY GROUP - CONVENING NOTICE OF THE COMPANY'S EXTRAORDINARY GENERAL MEETING TO BE HELD ON 31 March 2021

DGAP-News: CPI PROPERTY GROUP / Key word(s): AGM/EGM
26.02.2021 / 19:39
The issuer is solely responsible for the content of this announcement.

CPI PROPERTY GROUP
Société Anonyme
40, rue de la Vallée
L-2661 Luxembourg
R.C.S. Luxembourg B 102254
(the "Company")

CONVENING NOTICE
OF THE COMPANY'S EXTRAORDINARY GENERAL MEETING
TO BE HELD ON 31 March 2021


Dear Shareholders,

You are invited to attend the extraordinary general meeting of the shareholders of the Company (the "Meeting") to be held at the registered office of the Luxembourg notary public, Maître Marc Loesch, at 36, rue Marie-Adélaïde, L-2128 Luxembourg, Grand Duchy of Luxembourg, on 31 March 2021 at 11:00 CET, in the presence of such Luxembourg notary public, to discuss and to vote on the agenda indicated below.

The Meeting is convened in accordance with article 450-3 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the "LCA") and article 3 of the law dated 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended from time to time, with the following points on the agenda:
AGENDA

 

1. Decision to decrease the corporate capital of the Company by the amount of EUR 64,165,817.60 by means of cancellation of 641,658,176 shares held in treasury by the Company, with allocation of the reduction proceeds to a reserve of the Company which will be available for distribution to the shareholders of the Company in accordance with the LCA. The purpose of this capital decrease is to cancel shares of the Company held in treasury by the Company.

2. Subject to approval of the point 1 of the agenda, decision to amend the articles of association of the Company to reflect point 1 above.

ATTENDING THE MEETING

In the context of the present sanitary situation due to the Covid-19 pandemic and in accordance with the law of 23 September 2020, implementing measures concerning the holding of meetings in companies and other legal entities, as amended (the "Law of 23 September 2020"), the board of directors of the Company has decided as a temporary measure to ensure both the safety of the participants to the Meeting and the business continuity of the Company during the pandemic to hold the Meeting remotely without physical presence of participants.

In accordance with the Law of 23 September 2020, the Company requires that (i) the Meeting be held without any participant attending in person, and (ii) shareholders and other participants participate to the meeting and exercise their rights exclusively by a vote in writing or by appointing a special attorney designated by the Company.

Therefore, in order to participate to the Meeting, shareholders must provide the Company with the following three items as explained in greater detail below: (i) Record Date Confirmation, (ii) Attendance and Proxy Form, and (iii) Proof of Shareholding.

Record Date Confirmation: This document shall be provided to the Company by a shareholder at the latest by 23:59 CET on the Record Date. The Record Date is 17 March 2021 (the "Record Date", i.e. the day falling fourteen (14) days before the date of the Meeting).

The Record Date Confirmation must be in writing and indicate that a shareholder holds the Company shares and wishes to participate in the Meeting. A template form of the Record Date Confirmation is available on the Company's website at www.cpipg.com.

The Record Date Confirmation must be sent to the Company by post or electronic means so that it is received by the Company at the latest by 23:59 CET on the Record Date, i.e. 17 March 2021, to:

CPI PROPERTY GROUP

40, rue de la Vallée, L-2661 Luxembourg

Fax: + 352 26 47 67 67

email: generalmeetings@cpipg.com

 

Attendance and Proxy Form: A template form is available on the Company's website at www.cpipg.com and is to be duly completed and signed by shareholders wishing to participate or be represented at the Meeting.

Proof of Shareholding: This document must indicate the shareholder's name and the number of Company shares held at 23:59 CET on the Record Date. The Proof of Shareholding shall be issued by the bank, the professional securities' depositary or the financial institution where the shares are on deposit. Please note that Proof of Shareholding is not necessary for those shareholders whose shares are still recorded as registered shares in the Company's shareholders register.

Shareholders wishing to participate to the Meeting must send the Attendance and Proxy Form together with the relevant Proof of Shareholding by post or electronic means so that they are received by the Company at the latest by noon (12:00 noon CET) on 26 March 2021, to:

CPI PROPERTY GROUP

40, rue de la Vallée, L-2661 Luxembourg

Fax: + 352 26 47 67 67

email: generalmeetings@cpipg.com

Please note that only persons who are shareholders at the Record Date and have timely submitted their Record Date Confirmation, Attendance and Proxy Form, and Proof of Shareholding shall have the right to participate and vote in the Meeting.

Documentation and information: The following documents and information are available for the shareholders on our website: www.cpipg.com:

- the present convening notice;

- the total number of shares and the voting rights in the Company as at the date of this convening notice;

- the draft resolutions of the Meeting. Any draft resolution(s) submitted by shareholder(s) shall be added to the website as soon as possible after the Company has received them;

- the Record Date Confirmation template; and

- the Attendance and Proxy Form template.

The above documents may also be obtained by shareholders upon written request sent to the following postal address: CPI PROPERTY GROUP, 40, rue de la Vallée, L-2661 Luxembourg.

Quorum Requirement: With respect to all items of the agenda, the Meeting shall not validly deliberate, unless at least one half of the corporate capital is represented and if the agenda of the meeting includes the statutory changes to be considered. In the event that such quorum condition is not fulfilled, a second meeting may be convened by publishing this convening notice in the Luxembourg official gazette (Recueil Electronique des Sociétés et Associations), a Luxembourg newspaper and in such media which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis, seventeen (17) days prior to the date of the reconvened meeting provided that (i) the first Meeting was properly convened; and (ii) the agenda for the reconvened Meeting does not include any new item.

The second meeting shall deliberate validly whatever the part of the corporate capital represented thereat.

At both meetings, resolutions, in order to be adopted, must be carried by a majority of two-thirds of the votes cast. Votes cast shall not include votes attaching to shares in which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.

Right to add new items on the agenda: One or more shareholders together representing at least five per cent of the share capital has the right to (i) put one or more items on the agenda of the Meeting and (ii) table draft resolutions for items included or to be included on the agenda of the Meeting.

Such requests must:

- be in writing and sent to the Company by post (at the following address: CPI PROPERTY GROUP, 40, rue de la Vallée, L-2661 Luxembourg) or electronic means (at the following email address: generalmeetings@cpipg.com) and be accompanied by a justification or draft resolution to be adopted in the Meeting;

- include the postal or electronic address at which the Company may acknowledge receipt of the requests;

- be received by the Company at least twenty two (22) days before the date of the Meeting, i.e. 9 March 2021.

The Company shall acknowledge receipt of requests referred to above within (forty-eight) 48 hours from receipt. The Company shall prepare a revised agenda including such additional items on or before the fifteenth (15th) day before the date of the Meeting.

For further information, visit our website: www.cpipg.com.

If you need further assistance or information, please contact: CPI PROPERTY GROUP, 40, rue de la Vallée, L-2661 Luxembourg, Tel: + 352 26 47 67 58; Fax: + 352 26 47 67 67; email: generalmeetings@cpipg.com.

Luxembourg, 26 February 2021

Yours faithfully,

The Board of Directors of the Company




 


26.02.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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