EQS-News: SUSE S.A. announces the date of its 2023 Annual General Meeting
EQS-News: SUSE S.A.
/ Key word(s): AGM/EGM
SUSE S.A. announces the date of its 2023 Annual General Meeting SUSE S.A. (the “Company”) will hold its 2023 Annual General Meeting on Thursday 23 March 2023 at 13:00 CET. Full details of the Annual General Meeting, including the agenda, the proposed resolutions and details on how to participate, are set out below. All relevant information in connection with the Annual General Meeting can also be found on the Company’s website https://ir.suse.com in the Annual General Meeting section.
SUSE S.A. Société Anonyme 11-13, Boulevard de la Foire, L- 1528 Luxembourg R.C.S. Luxembourg B225816
CONVENING NOTICE
The shareholders of SUSE S.A. (the “Company”) are invited to participate in the annual general meeting of shareholders of the Company (the “Annual General Meeting”) to be held on Thursday 23 March 2023 at 13:00 CET at Sofitel Luxembourg Le Grand Ducal, 35 Rue du Laboratoire, L-1911 Luxembourg (Grand Duchy of Luxembourg) to deliberate on the agenda set out below.
AGENDA AND PROPOSED RESOLUTIONS OF THE ANNUAL GENERAL MEETING
No resolution required.
Draft proposed resolution (first resolution)
The Annual General Meeting, after having reviewed the management report of the Management Board, the report of the approved statutory auditor and the observations of the Supervisory Board, approves the stand-alone annual accounts for the financial year ended on 31 October 2022, in their entirety.
Draft proposed resolution (second resolution)
The Annual General Meeting, after having reviewed the management report of the Management Board, the report of the approved statutory auditor and the observations of the Supervisory Board, approves the consolidated financial statements for the financial year ended on 31 October 2022, in their entirety.
Draft proposed resolution (third resolution)
The Annual General Meeting acknowledges a profit of USD 4,748,144 with respect of the financial year ended on 31 October 2022 and resolves to carry it forward to the next financial year.
Draft proposed resolution (fourth resolution)
The Annual General Meeting decides to grant discharge to the members of the Management Board and the members of the Supervisory Board for the performance of their mandates for the financial year ended on 31 October 2022.
Background
On 7 July 2022, following a proposal from the Nomination and Remuneration Committee of the Supervisory Board, the Supervisory Board appointed Sheng Liang as a member of the Supervisory Board to fill the vacancy created following the resignation of Matteo Thun until the next general meeting of the Company, at which time such appointment shall be confirmed by the Annual General Meeting. The Supervisory Board now proposes that Sheng Liang’s appointment to the Supervisory Board be confirmed with the term of his membership lasting until the annual general meeting approving the annual financial statements for the financial year ending 31 October 2023, to be held at the latest on 30 April 2024. A curriculum vitae (CV) for Sheng Liang is available at the locations described in Section I below.
Draft proposed resolution (fifth resolution)
The Annual General Meeting confirms Sheng Liang’s appointment to the Supervisory Board until the annual general meeting approving the annual financial statements for the financial year ending 31 October 2023, to be held at the latest on 30 April 2024.
Draft proposed resolution (sixth resolution)
The Annual General Meeting decides by an advisory vote to approve the Remuneration Report of the Company for the financial year ended on 31 October 2022.
Background Following a review performed by the Nomination and Remuneration Committee of the Supervisory Board together with its external advisers, it is proposed to increase the following fees payable to members of the Supervisory Board to bring their remuneration in line with market standards:
Subject to Sheng Liang’s appointment being confirmed in the fifth resolution above, Sheng Liang will receive the same base fee as all other Supervisory Board members, with the exception of the Chair and Deputy Chair of the Supervisory Board and Johannes Reichel who does not receive payment from the Company for his services as a member of the Supervisory Board, effective from 1 November 2022.
Draft proposed resolution (seventh resolution)
The Annual General Meeting approves the following increases in the Supervisory Board members’ remuneration, effective from 1 November 2022:
Background This authority will only be used by the Management Board if it considers such a repurchase would be in the best interests of the Company. The use of this authority will be subject to the approval of the Supervisory Board as a reserved matter under the Supervisory Board’s and the Management Board’s Rules of Procedure. In reaching such a decision, the Management Board would take into account the market conditions prevailing at the time, the investment opportunities otherwise open to the Company and the Company’s overall financial position. The Management Board has no present intention of exercising the authority to make market repurchases. Shares repurchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Company would consider holding any of its own shares that it repurchases as treasury shares. This would give the Company the ability to dispose of its treasury shares at its sole discretion in a quick and cost-efficient manner without the need to issue new shares via a share capital increase, providing the Company with additional flexibility in the management of its capital base.
Draft proposed resolution (eighth resolution)
The Annual General Meeting authorizes the Management Board to repurchase its own shares, subject to the following conditions:
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I – AVAILABLE INFORMATION AND DOCUMENTATION
A copy of all documents required by law and relating to the items of the agenda of the Annual General Meeting is available on the Company's website https://ir.suse.com in the Annual General Meeting section and at the Company’s registered office in Luxembourg as from the date of publication of this convening notice. Shareholders may obtain a copy of the full text of any document to be made available by the Company at the Annual General Meeting upon request to the Company by e-mail to [email protected] or by mail to the following address:
SUSE S.A. c/o Banque Internationale à Luxembourg S.A. Attn: Agency Services Team 69, route d'Esch L-2953 Luxembourg Grand Duchy of Luxembourg
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II - QUORUM AND MAJORITY
The Annual General Meeting will validly deliberate on all resolutions on the agenda regardless of the number of shareholders present and the number of shares represented, and resolutions on the agenda of the Annual General Meeting will be adopted by a simple majority of the votes validly cast by shareholders duly present or represented. Each share is entitled to one vote. Cast votes shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.
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III - PARTICIPATION IN THE ANNUAL GENERAL MEETING
Record date The right to participate in the Annual General Meeting and exercise voting rights is determined on the basis of share ownership on the fourteenth (14th) day at midnight (24:00) (Luxembourg time) before the date of the Annual General Meeting (the “Record Date”). The Record Date is 9 March 2023 at 24:00 CET (midnight). All shareholders holding shares on the Record Date have the right to participate in the Annual General Meeting regardless of the number of shares held.
Registration procedure and evidence of share ownership In order to participate in the Annual General Meeting and vote in respect of the shares held by the shareholder on the Record Date, the shareholder must indicate his/her/its intention to participate (regardless of the manner in which the shareholder wishes to participate, whether in person, by videoconference, by representation through proxy or by voting by correspondence) by submitting either a written declaration made using a registration form or a declaration made in any other electronic form of his/her/its intention to participate at the Annual General Meeting no later than by the Record Date. This confirmation of participation at the Annual General Meeting must be sent to Banque Internationale à Luxembourg S.A. (referred to as the “Centralizing Agent”) at the address referred to below (see Section VI) by mail, e-mail or in any other form, and in particular by any other electronic means, for example a banking communication system such as SWIFT, to be received by 9 March 2023 at 24:00 CET (midnight). Registration Forms, which may be used for this purpose, are available on the Company’s website https://ir.suse.com in the Annual General Meeting section. Similarly, any confirmation of participation in another form and in particular electronically, for example via a banking communication system such as SWIFT, shall also reach the Centralizing Agent by 9 March 2023 at 24:00 CET (midnight). Shareholders who wish to participate in the Annual General Meeting need to arrange with their respective financial intermediary (brokerage house or custodian bank) holding the shares on their accounts to obtain a certificate evidencing the identity of the shareholder and the number of shares held by such shareholder on the Record Date (the “Certificate”) or confirm such holding in any other form and in particular electronically, for example via a banking communication system such as SWIFT, to the Centralizing Agent. The duly completed and signed Certificate needs to be sent by mail, e-mail or in any other form, and in particular by any other electronic means to the Centralizing Agent at the address referred to below (see Section VI) by 18:00 CET on 20 March 2023. Similarly any confirmation in another form and in particular electronically shall also reach the Centralizing Agent by 18:00 CET on 20 March 2023. A template form of Certificate, which may be used by shareholders to confirm their shareholding, is available on the Company’s website https://ir.suse.com in the Annual General Meeting section. The procedure described above (for registration and confirmation of holding) applies irrespective of whether the shareholder attends the Annual General Meeting in person, by video conference, appoints a proxy, or votes by correspondence. If a shareholder provides registration and confirmation of holding via electronic means, for example a banking communication system such as SWIFT, and this has been validly communicated to the Centralizing Agent in accordance with the instructions above, the shareholder does not need to also send a Registration Form or Certificate to the Centralizing Agent.
Participation in the Annual General Meeting and vote Shareholders having registered for the Annual General Meeting in accordance with the above may participate in the Annual General Meeting and vote in respect of the shares held by the shareholder on the Record Date as follows:
The Company will record for each shareholder, who has returned the completed, dated and signed proxy form and/or voting form or has issued proxy and/or voting instructions electronically, the following information: the shareholder’s name or corporate name, address or registered office, number of shares held on the Record Date and a description of all the documents attesting the ownership of shares on the Record Date. Shareholders having submitted a proxy form and/or a voting form and registered in due time but who wish to revoke such proxy form and/or voting form may do so by timely providing a later dated proxy form and/or voting form or by cancelling the proxy form and/or the voting form in writing to the Centralizing Agent of the Company at the address referred to below (see Section VI). Only the last proxy and/or voting form received by the Centralizing Agent before 20 March 2023 at 18:00 CET will be considered. Shareholders having issued proxies or voting instructions electronically through a banking communication system such as SWIFT, who wish to revoke such proxy and/or voting instructions, may do so by issuing later dated proxy and/or voting instructions or by cancelling the previous proxy and/or voting instructions by informing the Centralizing Agent at the address referred to below (see Section VI). Only the last proxy and/or voting instructions received by the Centralizing Agent before 20 March 2023 at 18:00 CET will be considered.
Please note that only the shareholders owning shares of the Company on the Record Date and having announced their intention to participate in the Annual General Meeting as described here above will be entitled to participate in the said Annual General Meeting.
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IV - ADDITION OF AGENDA ITEMS OR TABLING OF ALTERNATIVE RESOLUTIONS
In accordance with the articles of association of the Company and the Luxembourg law of 24 May 2011 on certain rights of shareholders in listed companies, as amended (the “Luxembourg Shareholders’ Rights Law”), one or more shareholders holding together at least five (5) percent of the issued share capital of the Company have the right to request that one or more additional items be put on the agenda of the Annual General Meeting and/or table draft resolutions regarding existing or new agenda items. Any such request must be received by the Company no later than the twenty-second (22nd) day preceding the date of the Annual General Meeting i.e. before 18:00 CET on 1 March 2023. The request must be made in writing to the Company by e-mail (to [email protected]), electronic means or by registered letter at the following address:
SUSE S.A. c/o Banque Internationale à Luxembourg S.A. Attn: Agency Services Team 69, route d'Esch L-2953 Luxembourg Grand Duchy of Luxembourg
The request must include either (a) the text of the new agenda item and a draft corresponding resolution, as well as a background explanation or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution, and a background explanation. The request must include the name of a contact person and a contact address (e-mail) to enable the Company to confirm receipt within 48 hours. Finally, evidence must be provided in the form of a clear and precise official confirmation certificate issued by a financial intermediary that the requestor(s) are fully identified with full name and address, is/are (a) shareholder(s) of the Company on the date of the request and the aggregate amount of the shareholding entitling such request. In case the request entails a modification of the agenda of the Annual General Meeting, the Company will make a revised agenda available at the latest fifteen (15) days prior to the date of the Annual General Meeting (i.e. by 8 March 2023).
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V – ABILITY TO ASK QUESTIONS AT THE ANNUAL GENERAL MEETING
Shareholders have the right to ask questions related to items on the agenda of the Annual General Meeting during the Annual General Meeting. In addition, shareholders’ questions in relation to the agenda can be sent in writing by e-mail to [email protected], by mail or in any other form, and in particular by any other electronic means, to the Company at the address referred to below (see Section VI) ahead of the Annual General Meeting, and no later than by 18:00 CET on 20 March 2023. A Certificate must be attached to such questions to allow the Company to proceed with a satisfactory identification of the relevant shareholder. The Company will answer such questions during the Annual General Meeting on a best efforts basis subject to the measures which it may take to ensure the identification of shareholders, the proper order and handling of the Annual General Meeting, as well as the protection of confidentiality and business interests of the Company. The Company may, at its discretion, reply to such questions either globally or individually.
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VI – FURTHER QUESTIONS
Shareholders may address all queries with respect to the Annual General Meeting, return all forms and address all correspondence to the Centralizing Agent by e-mail to the following e-mail address: [email protected], electronic means or by mail to the following address: SUSE S.A. c/o Banque Internationale à Luxembourg S.A. Attn: Agency Services Team 69, route d'Esch L-2953 Luxembourg Grand Duchy of Luxembourg
The Management Board SUSE S.A.
20 February 2023
20.02.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. |
Language: | English |
Company: | SUSE S.A. |
11-13 Boulevard de la Foire | |
1528 Luxembourg | |
Luxemburg | |
ISIN: | LU2333210958 |
WKN: | SUSE5A |
Indices: | SDAX, TecDAX |
Listed: | Regulated Market in Frankfurt (Prime Standard); Luxembourg Stock Exchange |
EQS News ID: | 1563089 |
End of News | EQS News Service |
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1563089 20.02.2023 CET/CEST
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