AGM Information • Jul 25, 2025
AGM Information
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REINET INVESTMENTS S.C.A. Société en commandite par actions 35, boulevard Prince Henri L-1724 Luxembourg R.C.S. Luxembourg B 16.576
Shareholders are invited to attend the annual general meeting of shareholders of the Company (the 'Meeting') in person or by proxy.
The Meeting will take place on: Tuesday, 26 August 2025 at 2:00 pm CEST (Luxembourg time) at Hotel Le Royal, 12, boulevard Royal, L-2449 Luxembourg.
To approve the statutory financial statements of the Company for the accounting year ended 31 March 2025.
To approve the consolidated financial statements of the Company for the accounting year ended 31 March 2025.
Pursuant to Article 9 of the Company's Articles of Association and relevant Luxembourg law, the General Partner proposes that a new authorisation be granted to the Company to acquire ordinary shares, directly or indirectly (through subsidiaries or otherwise, such as through an intermediary or agent) for a period up to the date of the next annual general meeting, subject to such period being no longer than 13 months from the date of this authorisation.
The General Partner proposes that the Company be authorised to acquire, in accordance with applicable laws and regulations, ordinary shares up to 20 per cent of the Company's issued ordinary share capital which at the date of authorisation, 26 August 2025, is 195 941 286 ordinary shares, for valuable consideration, by all means, on any one or combination of the Luxembourg Stock Exchange, Euronext Amsterdam or the Johannesburg Stock Exchange, at a price no more than an amount equal to 110 per cent of the reference price of the ordinary shares on the relevant exchange and not less than one euro cent; the reference price being the weighted average price for the market value for such ordinary shares for the five days of trading immediately prior to the acquisition of such shares.
The General Partner will at all times retain full discretion with regards to the acquisition of the shares of the Company. This includes whether to and when to initiate any acquisition process and to determine the quantum and terms and conditions of any such planned acquisition of ordinary shares of the Company (subject to the limits set out above), having regard to, inter alia, available liquidity in order to fulfil any purchase and other obligations of the Company and the anticipated acquisition price per share relative to the estimated net asset value per share of the Company at that time.
The present notice, the statutory financial statements and the consolidated financial statements of the Company for the accounting year ended 31 March 2025, together with the reports of the approved statutory auditor, of the Board of Overseers and of the General Partner and any draft resolutions, are available at the registered office of the Company and on the Company's website: www.reinet.com.
The Meeting will be validly constituted to resolve on the matters raised in the agenda regardless of the number of shares represented at the Meeting; resolutions to be considered at the Meeting are approved by a simple majority of the votes cast. The Meeting will be held in English.
Shareholders who together hold at least 5 per cent of the share capital may place items on the agenda of the Meeting and submit draft resolutions for all the items on the agenda. Any such request must reach the Registrar, UI efa S.A., by email ([email protected]) no later than 4 August 2025.
Every shareholder who attends the Meeting shall have the right to ask questions related to the items on the agenda of the Meeting.
Persons entitled to participate in and vote at the Meeting are all persons (or their proxy) who were shareholders of record of the Company at midnight CEST (Luxembourg time) on 12 August 2025 (the 'Record Date').
(i) Instructions for holders of shares whose ownership is directly recorded in the Company's shareholders' register (defined for the purposes of this section only as 'Registered Shareholders').
Registered Shareholders whose ownership is directly recorded in their own name in the Company's shareholders' register who wish to attend the Meeting or who wish to appoint a proxy to represent them at the Meeting must notify UI efa S.A., 2, rue d'Alsace, L-1122 Luxembourg (the 'Registrar') no later than 19 August 2025. The Registrar will draw up a list of shareholders and proxy holders authorised to attend the Meeting.
Registration forms to request admission to the Meeting or to appoint a proxy to attend the Meeting may be obtained from the Registrar or downloaded from the Company's website: www.reinet.com.
Registered Shareholders may appoint a proxy, who need not be a shareholder, as their representative at the Meeting. Forms of proxy are provided on the registration forms for admission to the Meeting. The signed proxy must be sent by mail, telefax (+352 48 65 61 80 02) or email to either the Company or UI efa S.A. ([email protected]).
Proxy voting instructions may be given to the Chairman of the Meeting; these must be received by the Registrar duly completed and signed by 19 August 2025. Unless proxies given to the Chairman of the Meeting include explicit instructions as to the contrary, voting rights will be exercised in support of the proposals of the General Partner.
Registration forms for admission to the Meeting must be delivered to the Registrar on 19 August 2025 at the latest. No admission cards will be issued after that day.
(ii) Instructions for shareholders whose shares are held in the European clearing systems (Euroclear Nederland, Euroclear Bank, Clearstream) and are traded on Euronext Amsterdam or the Luxembourg Stock Exchange (defined for the purposes of this section only as 'European Shareholders')
European Shareholders may (a) attend the Meeting in person, (b) appoint a proxy (who need not be a shareholder) as their representative at the Meeting or (c) grant a proxy and issue voting instructions prior to the Meeting.
the address below to be received no later than 19 August 2025 indicating clearly the precise identity of the European Shareholders and confirming the number of shares being held by the European Shareholders as at the Record Date. After completion of this registration process, European Shareholders will be provided by ING by email with an attendance card and details on how to gain access to the Meeting.
(b) Appointing a proxy as their representative at the Meeting
European Shareholders who wish to appoint a proxy, as their representative at the Meeting may follow either of the following processes:
European Shareholders who wish to grant a proxy and issue voting instructions prior to the Meeting may follow either of the following processes:
The Evote by ING Platform is available from the publication date of this convening notice until seven days before the Meeting. This means that European Shareholders can use the Evote by ING Platform from 25 July 2025 to 19 August 2025, 5:00 pm CEST (Luxembourg time). The Evote by ING Platform will close on 19 August 2025, at 5:00 pm CEST (Luxembourg time), but European Shareholders can still view any instructions they have given.
ING Bank N.V. Attn. Robert Peerenboom Issuer Services, Location code TRC 02.039 Foppingadreef 7, 1102 BD Amsterdam The Netherlands Email address ING: [email protected]
(iii) Instructions for shareholders whose shares are held in South Africa through Central Securities Depository Participants ('CSDPs') or brokers and are traded on the Johannesburg Stock Exchange (defined for the purposes of this section only as 'South African Shareholders').
South African Shareholders who were shareholders of record of the Company at midnight (South African time) on 22 July 2025 (the 'Posting Record Date') will receive a notice of the Meeting. The notice of the Meeting will be distributed on 25 July 2025.
South African Shareholders whose ownership is indirectly recorded through CSDPs and brokers whose shares are traded on the Johannesburg Stock Exchange and who wish to attend the Meeting, either in person or by proxy, must advise their broker or CSDP in accordance with the mandate with their broker or CSDP, and their broker or CSDP will issue the necessary letter of representation to the South African Shareholders to allow the South African Shareholders or their proxy holder to attend and vote at the Meeting. The broker or CSDP of South African Shareholders should contact South African Shareholders to ascertain how they wish to cast their vote at the Meeting and should thereafter cast the votes in accordance with the South African Shareholders' instructions. If South African Shareholders have not been contacted by their broker or CSDP, it is advisable for them to contact their broker or CSDP and furnish it with their voting instructions.
If a broker or CSDP does not obtain voting instructions from a South African Shareholder, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between the South African Shareholders and their broker or CSDP. A registration form to request admission to the Meeting or to appoint a proxy is available as of today at www.reinet.com.
As the Record Date is 12 August 2025, the last day to trade to determine eligible South African Shareholders that may vote at the Meeting is 7 August 2025.
Requests for letters of representation and voting instructions must be submitted by brokers and CSDPs to Strate no later than 12:30 pm (South African time) on 19 August 2025 so that they may be collated and verified by Strate prior to the Meeting. South African Shareholders should therefore submit their requests for a letter of representation or voting instructions to their broker or CSDP within the time period required by their broker or CSDP or as stipulated in the custody agreement concluded between South African Shareholders and their broker or CSDP.
Registration for admission to the Meeting will take place from one hour prior to commencement of the Meeting. Shareholders or their proxy holders shall hand in the attendance card at the registration desk, will need to sign the attendance list of the Meeting and may be requested to provide proof of identity before and during the Meeting. A proxy holder shall also be requested to hand in a copy/original of their proxy instrument at the registration desk.
Shareholders or proxy holders not registered to attend the Meeting will not be allowed to participate.
Shareholders are informed that the Company, as controller, processes the personal data of the shareholders and proxyholders (name, address, contact details, shareholding) in the context of the Meeting in accordance with applicable data protection laws. The Company processes such personal data in order to comply with the legal obligation of holding such a Meeting. Such personal data will be used for the purposes of analysing and administering the attendance and voting process in connection with the Meeting and will be accessed by entities assisting in the administration of the voting process such as the Registrar, ING and South African entities processing personal data of the South African Shareholders on behalf of the Company. Shareholders and proxyholders may notably request access to and rectification of the personal data processed by the Company by contacting the Company Secretary Ms Caroline Apostol, 35 boulevard Prince Henri, L-1724 Luxembourg, tel: +352 22 42 10, email: [email protected].
General Partner For and on behalf of REINET INVESTMENTS S.C.A.
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