Pre-Annual General Meeting Information • Mar 18, 2022
Pre-Annual General Meeting Information
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will be held at 2:30 p.m. (Luxembourg time) on April 19th, 2022 at the registered office of the Company with the following agenda:
Any shareholder who holds one or more ordinary shares (actions ordinaires) of the Company on April 5th, 2022 at 24:00 (Luxembourg time) shall have the right to cast a vote at the general meeting of the shareholders (also referred to as the "Meeting"). This date is the day of the proof of share ownership (the "Record Date"). The deposit of the shares after the record date is not requested by the Company to the exercise of voting rights.
As a result of the coronavirus and the COVID-19 crisis, the Luxembourg government declared a state of emergency and introduced a number of measures on March 20th, 2020. These measures were extended several times, by the law of June 20, 2020, the law of September 23rd, 2020, the law of November 25th, 2020, the law of June 30, 2021 and by the law of December 17th, 2021. Among these are provisions allowing all Luxembourg companies, private or listed, to hold their shareholders' meetings (including the annual general meetings) without any person attending in person in order to prevent the spreading of the virus at such meetings.
Accordingly, the Company informs its shareholders that they may participate in the Meeting and exercise their shareholders' rights exclusively by appointing a special proxy chosen by the Company and mentioned in the proxy form which has been made available to all shareholders.
The shareholders who wish to exercise their voting rights by proxy shall deposit their proxy forms at the registered office of the Company by no later than April 12th, 2022 at noon. The proxy forms may be submitted to the Company by mail at Fotex Holding, Société Européenne, 272, rue de Neudorf, L-2222 Luxembourg or by fax at +352 2899 9661 or by e-mail at [email protected]. Only proxy forms provided on the website of the Company (www.fotex.lu) shall be used and will be taken into account.
The shareholders who wish to cast their vote by proxy should also provide the Company with the relevant documentation evidencing their ownership of the shares on the Record Date by no later than April 12th, 2022 at noon. Such documentation may be submitted to the Company by mail at Fotex Holding, Société Européenne, 272, rue de Neudorf, L-2222 Luxembourg or by fax at +352 2899 282699 or by e-mail at [email protected]. In addition to the proxy form, the shareholders shall also verify their identity by a copy of an identity card or passport or, in the case of companies, a copy of the company's registration documents and specimens of signatures by email preceding the Meeting.
The registration of the shareholders based on the submitted proxy forms shall start at the place of the Meeting half an hour before the opening of the Meeting.
Every certificate of a share of EUR 0.42 face value entitles a shareholder to one vote in the Meeting. A shareholder can vote with his proxy form indicating the strength of the voting power to be exercised in the Meeting.
One (1) or more shareholders holding together at least five (5) % of the share capital of the Company have the right to put items on the agenda of the Meeting and to table draft resolutions for items included or to be included on the agenda of the Meeting.
These requests shall be in writing and sent to the Company by postal services or electronic means at 272, rue de Neudorf, L-2222 Luxembourg or at [email protected]. They shall be accompanied by a justification of a draft resolution to be adopted in the Meeting. Furthermore, they shall indicate the postal or electronic address at which the Company may acknowledge receipt of these requests.
In addition, these requests shall be received by the Company not later than on the twenty-second (22) day prior to the date of the Meeting. The Company shall acknowledge receipt of the requests within forty-eight (48) hours from receipt.
The Company then shall publish a revised agenda not later than on the fifteenth (15) day prior to the date of the Meeting.
All the documents which will be submitted to the Meeting are available on the website of the Company (www.fotex.lu).
Luxembourg, March 18th, 2022
FOTEX HOLDING Société Européenne The Board of Directors
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