Fyber N.V.: Notice of the Annual General Meeting of Shareholders of Fyber N.V. to be held on 26 September 2017
15.08.2017 / 22:57
The issuer is solely responsible for the content of this announcement.
Notice of the Annual General Meeting of Shareholders of Fyber N.V. to be held on 26 September 2017
Fyber N.V. (the Company) invites its shareholders to its Annual General Meeting of Shareholders (AGM) to be held at the offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on 26 September 2017, at 12:00 pm CET (noon). The language of the meeting shall be in English.
The agenda items of the AGM will be as follows:
Agenda
1. Opening and announcements
2. Annual Accounts 2016
- Report by the management board regarding the financial year 2016 (discussion)
- Implementation of the remuneration policy for the management board in the financial year 2016 (discussion)
- Proposal to adopt the 2016 annual accounts and appropriation of losses (vote)
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Proposal to discharge the management board members from liability (vote)
- Proposal to discharge the supervisory board members from liability (vote)
3. Restriking exercise price convertible bonds
Proposal to designate the management board as the competent body to grant rights to subscribe for a maximum of up to 50,000,000 shares pursuant to convertible bonds, to restrict or exclude related pre-emptive rights and to ratify the existing grants (vote)
4. Proposal to appoint Yaron Valler as a member of the Supervisory Board (vote)
5. Shares
- Proposal to authorise the management board to resolve that the Company may acquire its own shares (vote)
- Proposal to designate the management board as the competent body to issue shares (vote)
- Proposal to designate the management board as the competent body to restrict or exclude pre-emptive rights upon issuing shares (vote)
- Proposal to designate the supervisory board as the competent body to grant members of the management board rights to subscribe for shares pursuant to the stock option plan and to restrict or exclude related pre-emptive rights (vote)
6. Proposal to appoint the external auditor for the financial year 2018 (vote)
7. Any other business and close of the meeting
Meeting documents
The agenda above and the explanatory notes thereto are available free of charge on the Company's website: investors.fyber.com.
Record Date
The management board has determined that for this meeting the persons who will be considered as entitled to attend the general meeting, are those holders of shares who on 29 August 2017, after close of trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the Record Date), hold those rights and are registered as such in the administrations of their banks and brokers.
Registration to Vote
Shareholders are entitled to vote up to the total number of shares that they held at the close of trading at the Record Date, provided they have registered their shares timely.
A confirmation by the bank in which administration the shareholder is registered for the shares must be submitted to the Company, stating that such shares were registered in his/her name at the Record Date. With this confirmation, banks are furthermore requested to include the full address details of the relevant holder in order to be able to verify the shareholding on the Record Date in an efficient manner.
The confirmation must be sent by the shareholder's bank to the Company, not later than on 21 September 2017. A copy of the confirmation may be sent by e-mail to agm@fyber.com. Please send the original confirmation to the address of the Company listed below. The Company will send an email confirmation to the shareholder of the registration for the AGM.
Voting by Proxy
Notwithstanding the obligation to register for the meeting, the right to attend and to vote at the meeting may be exercised by a holder of a written proxy. A form of a written proxy is available on the Company's website. The written proxy must be received by the Company no later than on 21 September 2017, 17:30 hours CET. The proxy to represent a shareholder may (but needs not) be granted to Ms J.J.C.A. Leemrijse, civil law notary with Allen & Overy LLP or her substitute, by sending an email with proxy and voting instructions to agm@fyber.com no later than 21 September 2017 at 17:30 hours CET. Please send the original proxy to the Company's address listed below. A copy of the written proxy must be shown at the registration prior to the start of the meeting.
If you intend to instruct your custodian bank for any of the above, please be aware that their deadlines could be a number of days before those mentioned above. Please check with the individual institutions as to their cut-off dates.
Registration and identification at the meeting
Registration for admission to the meeting will take place from 11:00 am CET until the commencement of the meeting at 12:00 pm (noon) CET. After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for identification prior to being admitted by means of a valid identity document, such as a passport or driver's license.
As of 15 August 2017 the issued share capital of the Company amounts to EUR 11,453,333.30, divided into 114,533,333 ordinary shares of EUR 0.10 each.
For further information please see the Company's website
investors.fyber.com.
All communications to the Company or the management board in connection with the foregoing must be addressed to the Company as follows:
Fyber N.V.
attn.: Legal Department
Johannisstrasse 20
10117 Berlin
email: agm@fyber.com
The Supervisory Board and the Management Board
Berlin, Germany, 15 August 2017
Fyber N.V.
Johannisstrasse 20
10117 Berlin
Germany
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