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ADO Properties

WKN: A14U78 / ISIN: LU1250154413

DGAP-News: ADO Properties S.A.: Ergänzung der Agenda der Gesellschafterversammlung (deutsch)


19.03.19 19:50
dpa-AFX

ADO Properties S.A.: Ergänzung der Agenda der Gesellschafterversammlung



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DGAP-News: ADO Properties S.A. / Schlagwort(e): Hauptversammlung


ADO Properties S.A.: Ergänzung der Agenda der Gesellschafterversammlung



19.03.2019 / 19:50


Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.



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ADO Properties S.A.


Société anonyme


1B Heienhaff, L-1736 Senningerberg


Grand Duchy of Luxembourg


RCS Luxembourg: B197554




REVISED AGENDA FOR THE GENERAL MEETING OF SHAREHOLDERS



This is a revised agenda for the general meeting (the "GM") of ADO


Properties S.A. (the "Company") convened by previous convening notice (the


"Convening


Notice") for 1.p.m. CET on Thursday, 11 April 2019 at Aerogolf Center, 1B


Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg



On 19 March 2019, a shareholder holding individually at least 5% of the


issued share capital of the Company (the "Requesting Shareholder") requested


the Company to add new items to the agenda of the GM together with draft


proposed resolutions.



The Company hereby publishes the full updated agenda of the GM, including


the additional agenda items 3, 4 and 5 and corresponding draft resolutions.


Agenda item 1 and 2 and the corresponding resolution for agenda item 2.


remain identical to those included in the Convening Notice.



The new agenda items will only be considered at the GM if the Requesting


Shareholder holds at least 5% of the issued share capital of the Company on


the Record Date (as defined below).



REVISED AGENDA OF THE GM AND PROPOSED RESOLUTIONS



1. Presentation of a special report of the board of directors (the "Board")


of the Company (as required pursuant to Article 441-7 of the Luxembourg law


of 10 August 1915 on commercial companies, as amended) on any transactions,


considered at Board meetings or by circular Board resolutions, since the


last general meeting of the Company, in respect of which any of the


directors declared to have an interest conflicting with that of the Company,



No resolution required



2. Approval, ratification and confirmation of the appointment of Mr David


Daniel (aged 48, a real estate appraiser, Tel Aviv/Israel) as director of


the Company and executive vice-chairman of the Board decided by co-optation


of the Board at its meeting on 24 January 2019 with such appointment to run


from 24 January 2019 until the annual general meeting to take place in the


year 2023 and approval of the Company's entry into a service agreement with


Mr. David Daniel (the "Service Agreement") and of his remuneration of up to


EUR 400,000.00.



Draft resolution:



The General Meeting approves, ratifies and confirms the appointment of Mr


David Daniel as a director of the Company and executive vice-chairman which


was decided by co-optation of the Board on 24 January 2019 following the


resignation of Mr Shlomo Zohar on 15 December 2018. The appointment is


confirmed to run from 24 January 2019 until the annual general meeting to


take place in the year 2023.



After having reviewed the principal terms of remuneration of Mr David Daniel


(the "Remuneration Terms"), the General Meeting approves the Company's entry


into the Service Agreement on the basis of those Remuneration Terms,


including the annual remuneration set out therein of up to EUR 400,000.00


(which, according to the Remuneration Terms, accrues from 24 January 2019).



3. Ratification and confirmation of the appointment of Mr. Moshe Dayan as


director of the Company who was appointed by co-optation of the Board in


place of Mr. Moshe Lahmani for a period running from 12 March 2019 until the


annual general meeting of the Company to take place in the year 2019.


Approval of the further appointment of Mr.Moshe Dayan as director of the


Company until the annual general meeting of the Company to take place in the


year 2023.



Draft resolution:



The General Meeting ratifies and confirms the appointment of Mr. Moshe Dayan


as director of the Company who was appointed by co-optation of the Board in


place of Mr. Moshe Lahmani for a period running from 12 March 2019 until the


annual general meeting of the Company to take place in the year 2019. The


General Meeting further approves the continued appointment of Mr. Moshe


Dayan as director of the Company until the annual general meeting of the


Company to take place in the year 2023.



4. Ratification and confirmation of the appointment of Mr. Sebastian-Dominik


Jais as director of the Company who was appointed by co-optation of the


Board in place of Mr. Yuval Dagim for a period running from 12 March 2019


until the annual general meeting of the Company to take place in the year


2019. Approval of the further appointment of Mr.Sebastian-Dominik Jais as


director of the Company until the annual general meeting of the Company to


take place in the year 2023.



Draft resolution:



The General Meeting ratifies and confirms the appointment of Mr.


Sebastian-Dominik Jais as director of the Company who was appointed by


co-optation of the Board in place of Mr. Yuval Dagim for a period running


from 12 March 2019 until the annual general meeting of the Company to take


place in the year 2019. The General Meeting further approves the continued


appointment of Mr. Sebastian-Dominik Jais as director of the Company until


the annual general meeting of the Company to take place in the year 2023.



5. Approval of the appointment of Mr. Papadimitriou Constantin as director


of the Company for a period running from the date of the present general


meeting until the annual general meeting of the Company to take place in the


year 2023.



Draft resolution:



The General Meeting approves the appointment of Mr Papadimitriou Constantin


as director of the Company for a period running from the date of the present


general meeting until the annual general meeting of the Company to take


place in the year 2023.



*****



FOR THE AVOIDANCE OF DOUBT THE GM REFERRED TO HEREIN IS NOT THE ANNUAL


GENERAL MEETING OF THE COMPANY WHICH IS EXPECTED TO BE HELD LATER IN 2019



I AVAILABLE INFORMATION AND DOCUMENTATION



The following additional documentation shall be available on the Company's


website http://www.ado.properties/ and at the Company's registered office in


Luxembourg no later than the date of publication of this revised agenda in


the Luxembourg Official Gazette (Receuil Electronique des Sociétés et


Associations) and in the Luxembourg newspaper WORT:-



- this revised agenda of the GM which contains draft resolutions on the new


agenda items;



- the curriculum vitaes of Mr. Moshe Dayan, Mr. Sebastian-Dominik Jais and


Mr. Papadimitriou Constantin;



- the revised proxy and voting form to be used if voting by proxy or by


correspondence (the "Revised Proxy and Voting Form")



Shareholders may obtain a copy of the full text of any document to be made


available by the Company at the GM and draft resolutions proposed to be


adopted by the GM upon request by mail, fax or email to BNP Paribas


Securities Services, Luxembourg Branch, in its capacity as mandated agent of


the Company ("BNP Paribas").



II QUORUM AND VOTING



The GM will validly deliberate on all resolutions on the agenda regardless


of the number of shareholders present and of the number of shares


represented, and the resolutions relating to these agenda items will be


adopted by a simple majority of the votes validly cast by shareholders


present or represented. Each share is entitled to one vote.



III RIGHT OF SHAREHOLDERS TO ADD ITEMS TO THE AGENDA OR TO TABLE ALTERNATIVE


RESOLUTIONS



Shareholders holding individually or collectively at least 5% of the issued


share capital of the Company have the right (a) to add new items on the


agenda of the GM and/or (b) to table draft resolutions regarding items


included or to be included in the agenda of the GM.



Such requests must be in writing and sent to BNP Paribas by post or fax (see


contact details in Section VI below) or by email to


lux.ostdomiciliees@bnpparibas.com. They must be accompanied by a


justification or a draft resolution to be adopted at the GM and must


indicate the postal or electronic address at which the Company or BNP


Paribas (as the Company's agent) may acknowledge receipt of these requests.


The requests must be accompanied by proof (in the form of a certificate


issued the bank, the custodian, professional securities' depositary or the


financial institution where the shares are on deposit) that the


shareholder(s) hold the required number of shares on the date of the request


(i.e. at least 5%). The new agenda points/draft resolutions will only be


considered by the GM if the requesting shareholder(s) holds the requisite


number of shares also on the Record Date (as defined below).



Any such request and accompanying documents from shareholders must be


received by BNP Paribas, not later than the 22nd day before the GM (i.e. not


later than Wednesday, 20 March 2019).



The Company or BNP Paribas as the Company's agent, shall acknowledge receipt


of any such requests within 48 hours of receipt.



The Company shall publish a revised agenda at the latest on the 15th day


before the GM (i.e. Wednesday, 27 March 2019).



IV RIGHT TO ASK QUESTIONS



Every shareholder has the right to ask questions concerning items on the


agenda of the GM during the GM. The Company will respond to such questions


on a best efforts basis subject to the measures which it may take to ensure


the identification of shareholders, the good order of the GM and its


preparation and the protection of confidentiality and the Company's business


interests. The Company may, at its discretion, reply to such questions


either globally or individually, during the GM.



V PARTICIPATION TO THE GM



The rights of shareholders to participate to the GM and exercise voting


rights are subject to such shareholders being shareholders of the Company at


midnight (24:00) Luxembourg time on Thursday, 28 March 2019 (the "Record


Date", i.e. the day falling fourteen (14) days before the date of the GM).



In order to participate to the GM, a shareholder must:-



(i) indicate his/her/its intention to participate at the latest by 24:00 CET


on Thursday, 28 March 2019, the Record Date. This confirmation of


participation must be given in writing (by post or fax (see contact details


in Section VI below) or by email to lux.ostdomiciliees@bnpparibas.com) by a


shareholder directly or someone on its behalf to BNP Paribas;



(ii) procure that a Shareholding Confirmation Certificate is received by BNP


Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019. This


"Shareholding Confirmation Certificate" must indicate the shareholder's name


and the number of Company shares held at midnight (24:00) Luxembourg time on


the Record Date. The Shareholding Confirmation Certificate shall be issued


by the bank, the custodian, professional securities' depositary or the


financial institution where the shares are on deposit. A template form can


be downloaded from the Company's website at http://www.ado.properties/, and



(iii) depending on whether the shareholder wishes to participate/ vote at


the GM:-



1. by attendance in person, he/she/it must simply attend the GM and identify


himself/herself with a valid identification card (noting that the


Shareholding Confirmation Certificate must already have been sent to BNP


Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019); or



2. by appointing a proxy of his/her/its choice to exercise his/her/its


voting rights, he/she/it must complete and sign the Revised Proxy and Voting


Form, excluding section 2, 3 and 4 and return that form to BNP Paribas at


the latest by midnight (24:00 CET) on Tuesday, 9 April 2019 (together with


the Shareholding Confirmation Certificate mentioned above); or



3. by appointing a proxy nominated by the Company to execute voting rights


according to explicit instructions, he/she/it must complete and sign the


Revised Proxy and Voting Form, excluding section 1 and 3 and return that


form to BNP Paribas at the latest by midnight (24:00 CET) on Tuesday, 9


April 2019 (together with the Shareholding Confirmation Certificate


mentioned above);



4. by voting by correspondence, he/she/it must complete and sign the Revised


Proxy and Voting Form, excluding section 1 and 2 and return that form to BNP


Paribas at the latest by midnight (24:00 CET) on Tuesday, 9 April 2019


(together with the Shareholding Confirmation Certificate mentioned above);



The Revised Proxy and Voting Form may be downloaded from the Company's


website at http://www.ado.properties/



Persons designated as proxyholder in accordance with section 1 of the


Revised Proxy and Voting Form must provide proof of their identity in form


of a valid passport or identity card at the GM.



VI CONTACT DETAILS OF BNP PARIBAS



The contact details of the agent duly mandated by the Company to receive


confirmation of participation to the GM and to receive the Shareholding


Confirmation Certificate, the Revised Proxy and Voting Form, proposals of


additional agenda items and proposed resolutions pursuant to this convening


notice are as follows:-



BNP Paribas Securities Services, Luxembourg Branch



Corporate Trust Services



60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg



Postal address:- L-2085 Luxembourg, Grand Duchy of Luxembourg



Tel:+352 26 96 2389 Fax:- +352 26 96 9757



Email: lux.ostdomiciliees@bnpparibas.com



Signed 19 March 2019



The Board of Directors



Mr. Florian Goldgruber



(Authorised Signatory)




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19.03.2019 Veröffentlichung einer Corporate News/Finanznachricht,


übermittelt durch DGAP - ein Service der EQS Group AG.


Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.



Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,


Corporate News/Finanznachrichten und Pressemitteilungen.


Medienarchiv unter http://www.dgap.de



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Sprache: Deutsch


Unternehmen: ADO Properties S.A.


1B Heienhaff


1736 Senningerberg


Luxemburg


Telefon: +352 278 456 710


Fax: +352 262 634 079


E-Mail: ir@ado.properties


Internet: www.ado.properties


ISIN: LU1250154413


WKN: A14U78


Indizes: SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT


Developed Europe Index, FTSE EPRA/NAREIT Germany Index


Börsen: Regulierter Markt in Frankfurt (Prime Standard);


Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,


München, Stuttgart, Tradegate Exchange; London, Börse


Luxemburg, SIX





Ende der Mitteilung DGAP News-Service


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789461 19.03.2019



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