PART V Instructions and documents for participation and voting at the extraordinary general meeting

Transcription

1 ECHO POLSKA PROPERTIES N.V. (Incorporated in The Netherlands) (Company number ) JSE share code: EPP ISIN: NL Website: ( EPP or company ) NOTICE CONVENING EXTRAORDINARY GENERAL MEETING PART 1 Convening notice for an extraordinary general meeting of Echo Polska Properties N.V. on Friday, 10 March 2017 at 14:00 CET at Pinnacle Tower, Muiderstraat 1, 1011 PZ Amsterdam, The Netherlands PART II Agenda PART III Explanatory notes to the agenda and shareholders resolutions PART IV General information PART V Instructions and documents for participation and voting at the extraordinary general meeting

2 PART I - CONVENING NOTICE FOR AN EXTRAORDINARY GENERAL MEETING OF EPP The shareholders and other persons entitled to attend general meetings of EPP are invited by the board of directors of the company to attend an extraordinary general meeting of the company on Friday, 10 March 2017 at 14:00 CET ( EGM ), to be held at the Pinnacle Tower at Muiderstraat 1, 1011 PZ Amsterdam, The Netherlands. Registration will take place between 13:30 CET and the commencement of the EGM at 14:00 CET. Once the EGM has started registration will no longer be possible. The EGM shall be conducted in English. PART II AGENDA 1. OPENING OF MEETING 2. PROPOSED SHAREHOLDER RESOLUTIONS: 2.1 Delegation of authority to the board to issue ordinary shares and/or grant rights to subscribe for ordinary shares* 2.2 Delegation of authority to the board to restrict and/or exclude pre-emptive rights in respect of an issue of ordinary shares and/or grant of rights to subscribe for ordinary shares* 2.3 Delegation of authority to the board to issue ordinary shares for cash* 3. ANY OTHER BUSINESS 4. CLOSING * indicates voting items 2

3 PART III EXPLANATORY NOTES TO THE AGENDA AND SHAREHOLDER RESOLUTIONS General notes/introduction In accordance with the resolution of the general meeting of shareholders of EPP dated 8 August 2016 ( general meeting ), the general meeting delegated the authority to issue a maximum of 15% of the number of shares issued as at the date of EPP s listing on the JSE Limited ( JSE ) on 13 September 2016 (being shares) ( 2016 delegated authority ) to the board of directors of the company ( board ). Since listing, EPP has concluded a number of acquisitions, as announced on the JSE s stock exchange news service ( SENS ) and the website of the Luxembourg Stock Exchange ( LuxSE ). In order for EPP to fund all or part of the consideration payable by EPP for these acquisitions, as well as any future acquisitions, the board requires the ability to issue new shares. The board has determined that the existing authority (limited to new shares under the 2016 delegated authority, and taking into account that shares have been issued by making use of this authority) may not be sufficient to meet the company s existing funding requirements in the form of equity in respect of both committed and potential additional acquisitions. The board therefore seeks authority from shareholders to increase and modify the 2016 delegated authority by increasing the number of shares that the board may issue from 15% (being shares of the total number of shares in the company s issued share capital as at the date of EPP s listing on the JSE) to shares (being circa 34.13% of the total number of shares in the company s issued share capital as at the date of this notice of EGM). In addition, in accordance with the JSE Listings Requirements, the board requires the flexibility to enable it to issue shares placed under the authority of the board for the purpose of or in connection with the discharge of all or part of the consideration payable by the company or any of its subsidiaries for acquisitions and/or to issue shares for cash, subject at all times to the LuxSE Rules and Regulations and JSE Listings Requirements. Accordingly, in order to increase and modify the 2016 delegated authority, it is proposed, until the next annual general meeting of the company or for a period of 15 months calculated as of the date hereof, whichever period is shorter, to designate the board with the authority to: 2.1 resolve to issue new ordinary shares and/or grant rights to subscribe for new ordinary shares up to a maximum of shares for the purposes of funding, directly or indirectly, the acquisition of assets by the company (and related costs and expenses) or to raise cash required by the company, all within the limits laid down in the articles of association of the company and, subject at all times to the LuxSE Rules and Regulations and JSE Listings Requirements; and 2.2 resolve to restrict and/or exclude the pre-emptive rights accruing to holders of ordinary shares in respect of an issuance of ordinary shares or granting of rights to subscribe for ordinary shares in relation to any issuance as referred to under the resolution number 2.1, all within the limits laid down in the articles of association of the company and subject at all times to the LuxSE Rules and Regulations and JSE Listings Requirements. The delegation of authority set out in the proposed resolution number 2.1 below, shall increase and modify the existing 2016 delegated authority to shares. For the avoidance of doubt, the proposed resolution number 2.1 below results in an increase of the delegation to the board to issue up to ordinary shares up to a maximum of shares. The proposed resolutions number 2.1, 2.2 and 2.3 below are separate voting items. Proposed resolution number 2.1: Delegation of authority to issue shares to the board Proposed resolution number 2.1 delegation of authority to the board to issue ordinary shares and/or grant rights to subscribe for ordinary shares: In order to increase and modify the existing delegation of authority to issue a maximum of 15% of the total number of shares issued as at the date of the company s listing on the JSE, as set out in the resolution of shareholders dated 8 August 2016 ( 2016 delegated authority ), the general meeting designates the board with the authority, until the next annual general meeting of the company or for a period of 15 months calculated as of the date hereof, whichever period is shorter, to resolve to issue new ordinary shares and/or grant rights to subscribe for new ordinary shares up to a maximum of shares, all within the limits laid down in the articles of association of the company and subject at all times to the LuxSE Rules and Regulations and JSE Listings Requirements. It is recorded for the avoidance of any doubt that this delegation of authority shall constitute an increase of and modification to the 2016 delegated authority and that the delegation is thus increased up to a maximum of shares. 3

4 Proposed resolution number 2.2 delegation of authority to the board to restrict and/or exclude pre-emptive rights in respect of an issue of ordinary shares and/or grant of rights to subscribe for ordinary shares: Subject to the passing of resolution number 2.1, in order to increase and modify the 2016 delegated authority, the general meeting designates the board with the authority, until the next annual general meeting of the company or for a period of 15 months calculated as of the date hereof, whichever period is shorter, to resolve to restrict and/or exclude the pre-emptive rights accruing to holders of ordinary shares in respect of an issuance of ordinary shares or granting of rights to subscribe for ordinary shares in relation to any issuance as referred to under resolution number 2.1, all within the limits laid down in the articles of association of the company and subject at all times to the LuxSE Rules and Regulations and JSE Listings Requirements. It is recorded for the avoidance of any doubt that this delegation of authority shall constitute an increase of and modification to the 2016 delegated authority and that the delegation is thus increased up to a maximum of shares. Proposed resolution number 2.3 delegation of authority to the board to issue ordinary shares for cash: Subject to the passing of resolution numbers 2.1 and 2.2 proposed at this extraordinary general meeting, the general meeting determines that the authority granted to the board under resolution numbers 2.1 and 2.2 until the next annual general meeting of the company or for a period of 15 months calculated as of the date hereof, whichever period is shorter, in respect of an issuance of ordinary shares for cash in connection with a transaction other than an acquisition or merger on the following terms: (i) the allotment and issue of shares must be made to persons qualifying as public shareholders and not to related parties as defined in the JSE Listings Requirements; (ii) the shares which are the subject of the issue of shares for cash must be of a class already in issue; (iii) the total aggregate number of shares which may be issued for cash in terms of this authority may not exceed shares, being 15% of the total number of shares issued as at the date of the notice of extraordinary general meeting. Accordingly, any shares issued under this authority prior to this authority lapsing shall be deducted from the shares the company is authorised to issue in terms of this authority for the purpose of determining the remaining number of shares that may be issued in terms of this authority; (iv) in the event of a sub-division of consolidation prior to this authority lapsing, the existing authority shall be adjusted accordingly to represent the same allocation ratio; (v) the maximum discount at which shares may be issued is 10% of the weighted average traded price on the JSE of those shares over the 30 business days prior to the date that the price of the issue, while taking into account Dutch law, is agreed between the company and the party/ies subscribing for the shares; and (vi) after the company has issued shares for cash which represent, on a cumulative basis within a financial year, 5% or more of the number of shares in issue prior to that issue, the company shall publish an announcement containing full details of the issue (including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue is agreed in writing between the company and the party/ies subscribing for the shares and an explanation, including supporting documentation (if any), of the intended use of the funds), provided that, for the avoidance of doubt and in order to comply with the JSE Listings Requirements, this proposed resolution number 2.3 can only be adopted with a majority of at least 75% of the total number of votes exercisable by shareholders and other persons entitled to vote, present in person or by proxy, cast in favour of this proposal. The ordinary shares the board is authorised to issue for cash pursuant to this resolution, will be included in the total number of shares the board is authorised to issue pursuant to the delegation of authority set out in resolution number

5 PART IV GENERAL INFORMATION Meeting documents The agenda and explanatory notes thereto are available on the company s website ( from 9 February These documents are also available for inspection at the offices of the company in the Netherlands (Pinnacle Tower, Muiderstraat 1, 1011 PZ Amsterdam, The Netherlands) as well as at the offices of the company s JSE sponsor, Java Capital Trustees and Sponsors Proprietary Limited (6A Sandown Valley Crescent, Sandton, 2196, South Africa), where copies may be obtained free of charge. If you wish to receive copies of the documents, please contact the company secretary, Rafal Kwiatkowski, tel: / generalmeeting@echo-pp.com. Attendance instructions Record date and relevant register Under Dutch law and the company s articles of association, persons entitled to attend and, if applicable, to vote at the EGM are persons registered as such on Friday, 10 February 2017 ( record date ) in one of the sub-registers designated for that purpose by the board of directors of EPP after all debit and credit entries have been made on the record date, regardless of whether the shares in the capital of the company ( shares ) are still held by them at the date of the EGM and in addition have registered themselves in the manner mentioned below. The sub-registers designated for holders of book-entry shares are the registers administered by Computershare Investor Services Proprietary Limited in respect of securities traded on the JSE and Clearstream Banking Luxembourg in respect of shares securities traded on the LuxSE, indicating who is entitled to such shares on the record date. The register designated for holders of registered shares is the company s register of shareholders (as referred to in Article 5 of the articles of association) on the record date. Quorum requirements In accordance with the articles of association of EPP, the quorum required for the EGM to begin or for any matter to be considered is as follows: at least three (3) shareholders entitled to attend and vote and who are present in person or able to participate in the EGM by electronic communication, or represented by a proxy who is present in person or able to participate in the meeting by electronic communication, must be present; the EGM may not begin until sufficient persons are present at the EGM to exercise, in aggregate, at least twenty-five percent (25%) of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the EGM; and a matter to be decided at the EGM may not begin to be considered unless sufficient persons are present at the EGM to exercise, in aggregate, at least twenty-five percent (25%) of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda. Attendance and voting rights in respect of securities traded on the Luxembourg Stock Exchange Persons holding securities reflecting the beneficial entitlement to shares that are held in their name by PLC Nominees (Pty) Ltd ( nominee ) in book-entry form ( securities ), who wish to attend and vote at the EGM, either in person or by proxy, should notify the company in accordance with the instructions below and instruct his/her relevant bank, brokerage or other intermediary ( intermediary ) to issue a statement confirming his/her holding of securities (including name, address and the number of securities held by the relevant holder on the record date). Such statements must be submitted ultimately by 14:00. CET on Wednesday, 8 March 2017 to Clearstream Banking Luxembourg, Fax: , david.journe@clearstream.com. A holder of securities who has submitted a statement to Clearstream Banking Luxembourg in accordance with the aforementioned will receive an attendance card issued in his/her name ( attendance card ). Such holder of the securities (or his/her proxy) must hand over the attendance card (together with any relevant letter of representation or power of attorney) at the registration desk upon arrival at the EGM in order to gain access. Attendance and voting rights in respect of Securities traded on the JSE A holder of securities in own name may attend the EGM and vote thereat in person by providing a registration form to his/her Central Securities Depository Participant ( CSDP ), broker or nominee with a copy to the company s transfer secretaries or the company secretary, in accordance with the instructions below, and should notify the company in accordance with the instructions below. Such holder of securities (or his/her proxy) will receive an attendance card that must be handed over at the registration desk upon arrival at the EGM in order to gain access. 5

6 If a holder of securities in own name does not wish to or is unable to attend the EGM, but wishes to be represented thereat, such holder should notify the company in accordance with the instructions below and must complete a proxy form and submit the same in accordance with the instructions below. Holders of securities, other than in own name, who wish to attend and vote at the EGM, (either in person or by proxy) should notify the company in accordance with the instructions below and instruct his/her Central Securities Depository Participant ( CSDP ), broker or nominee to provide him/her with the necessary authority (letter of representation or power of attorney and a statement confirming his/her holding of Securities (including name, address and the number of Securities held by the relevant holder on the record date)), to attend the EGM in person, in the manner stipulated in terms of the agreement governing his/her relationship with the CSDP, broker or nominee. The relevant authority to attend the EGM should be registered in the manner mentioned below and is to be used to qualify for attendance to the EGM and must be produced, with identification, at the registration desk upon arrival at the EGM. Forms of identification include valid identity documents, driver s licenses and passports. Holders of securities, other than in own name, who do not wish to or are unable to attend the EGM, but wish to vote thereat, should notify the company in accordance with the instructions below and provide his/her CSDP, broker or nominee with his/her voting instructions in the manner stipulated in the agreement governing his/her relationship with the CSDP, broker or nominee. These instructions must be provided to the CSDP, broker or nominee by the cut-off time and date advised by the CSDP, broker or nominee for instructions of this nature. All authority to attend the EGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, must be lodged at or posted to the company s transfer secretaries, ultimately by 14:00 CET on Wednesday, 8 March The address details for the transfer secretaries are as set out below: Computershare Investor Services Proprietary Limited 15 Biermann Avenue Rosebank Towers Rosebank, 2196 South Africa (PO Box 61051, Marshalltown, 2107) Registration Registration will take place at the registration desk at the venue between 13:30 CET and the commencement of the EGM at 14:00 CET. It is not possible to register after this time. Attendees may be asked to produce proof of identity (together with any relevant letter of representation or power of attorney) and may be declined access in case such proof of identity (together with any relevant letter of representation or power of attorney) is not produced. Forms of identification include valid identity documents, driver s licenses and passports. Each person entitled to vote or his proxy shall sign the attendance list. Notifications to company In terms of the company s articles of association, each shareholder entitled to vote (or his/its proxy or representative) shall be entitled to attend the EGM, address the EGM and exercise voting rights, provided that such person has given notice to the company before 14:00 CET on Wednesday, 8 March Such notice must contain the name and number of shares the person will be representing at the EGM and must be submitted to the company secretary by at generalmeeting@echo-pp.com. Electronic participation The company has made provision for EPP shareholders or their proxies to participate electronically in the EGM by way of video conferencing. EPP shareholders or their proxies who wish to participate electronically in the EGM will be required to advise the company thereof by no later than 14:00 CET on Wednesday, 8 March 2017, by submitting to the company secretary by at generalmeeting@echo-pp.com, relevant contact details, including an address, cellular number and landline as well as full details of the EPP shareholder s title to securities issued by the company and proof of identity and written confirmation of the EPP shareholder s title to dematerialised shares. Upon receipt of the required information, the EPP shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the EGM. EPP shareholders must note that access to the electronic communication will be at the expense of the EPP shareholders who wish to utilise the facility. EPP shareholders and their proxies participating in the video conference call will not be able to cast their votes at the EGM through this medium. EPP shareholders who wish to vote at the EGM should submit a proxy in the manner set out above. 6

7 PART V INSTRUCTIONS AND DOCUMENTS FOR PARTICIPATION AND VOTING AT THE EXTRAORDINARY GENERAL MEETING ECHO POLSKA PROPERTIES N.V. (Incorporated in The Netherlands) (Company number ) JSE share code: EPP ISIN: NL Website: ( EPP or company ) VOTING INSTRUCTION FORM Proxy and voting instruction form for the extraordinary general meeting of shareholders of Echo Polska Properties N.V. on Friday, 10 March 2017 at 14:00 CET at The undersigned: Hereby grants a proxy to: the chairman of the extraordinary general meeting, and failing him, any other director of EPP (please indicate your choice) in respect of EPP shares To be present at the abovementioned extraordinary general meeting of shareholders on behalf of the undersigned, to sign the attendance registration forms, participate in deliberations, speak, exercise voting rights in respect of the shares in EPP to which the undersigned s securities relate in accordance with the instructions below, and do whatever the proxy holder may deem necessary, all with the authority of substitution. This proxy is governed by the laws of The Netherlands. Voting instruction Number of shares In favour Against Abstain Agenda item Resolution number 2.1: Delegation of authority to the board to issue ordinary shares and/or grant rights to subscribe for ordinary shares Resolution number 2.2: Delegation of authority to the board to restrict and/or exclude pre-emptive rights in respect of an issue of ordinary shares and/or grant of rights to subscribe for ordinary shares Resolution number 2.3: Delegation of authority to the board to issue ordinary shares for cash Signed at on 2017 Signature(s) Assisted by (where applicable) (state capacity and full name)

8 Notes Record Date and relevant register Under Dutch law and the company s articles of association, persons entitled to attend and, if applicable, to vote at the EGM are persons registered as such on Friday, 10 February 2017 ( record date ) in one of the sub-registers designated for that purpose by the board of directors of EPP after all debit and credit entries have been made on the record date, regardless of whether the shares in the capital of the company ( shares ) are still held by them at the date of the EGM and in addition have registered themselves in the manner mentioned below. The sub-registers designated for holders of book-entry shares are the registers administered by Computershare Investor Services Proprietary Limited in respect of securities traded on the JSE and Clearstream Banking Luxembourg in respect of shares securities traded on the LuxSE. The register designated for holders of registered shares is the company s register of shareholders (as referred to in Article 5 of the articles of association) on the record date. Quorum requirements In accordance with the articles of association of EPP, the quorum required for the EGM to begin or for any matter to be considered is as follows: at least three (3) shareholders entitled to attend and vote and who are present in person or able to participate in the EGM by electronic communication, or represented by a proxy who is present in person or able to participate in the meeting by electronic communication, must be present; the EGM may not begin until sufficient persons are present at the EGM to exercise, in aggregate, at least twenty-five percent (25%) of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the EGM; and a matter to be decided at the EGM may not begin to be considered unless sufficient persons are present at the EGM to exercise, in aggregate, at least twenty-five percent (25%) of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda. Attendance and voting rights in respect of securities traded on the Luxembourg Stock Exchange Persons holding securities reflecting the beneficial entitlement to shares that are held in their name by PLC Nominees (Pty) Ltd ( nominee ) in book-entry form ( securities ), who wish to attend and vote at the EGM, either in person or by proxy, should notify the company in accordance with the instructions below and instruct his/her relevant bank, brokerage or other intermediary ( intermediary ) to issue a statement confirming his/her holding of securities (including name, address and the number of securities held by the relevant holder on the record date). Such statements must be submitted ultimately by 14:00. CET on Wednesday, 8 March 2017 to Clearstream Banking Luxembourg, Fax: , david.journe@clearstream.com. A holder of securities who has submitted a statement to Clearstream Banking Luxembourg in accordance with the aforementioned will receive an attendance card issued in his/her name ( attendance card ). Such holder of the securities (or his/her proxy) must hand over the attendance card (together with any relevant letter of representation or power of attorney) at the registration desk upon arrival at the EGM in order to gain access. Attendance and voting rights in respect of Securities traded on the JSE A holder of securities in own name may attend the EGM and vote thereat in person by providing a registration form to his/her Central Securities Depository Participant ( CSDP ), broker or nominee with a copy to the company s transfer secretaries or the company secretary, in accordance with the instructions below, and should notify the company in accordance with the instructions below. Such holder of securities (or his/her proxy) will receive an attendance card that must be handed over at the registration desk upon arrival at the EGM in order to gain access. If a holder of securities in own name does not wish to or is unable to attend the EGM, but wishes to be represented thereat, such holder should notify the company in accordance with the instructions below and must complete a proxy form and submit the same in accordance with the instructions below. Holders of securities, other than in own name, who wish to attend and vote at the EGM, (either in person or by proxy) should notify the company in accordance with the instructions below and instruct his/her Central Securities Depository Participant ( CSDP ), broker or nominee to provide him/her with the necessary authority (letter of representation or power of attorney and a statement confirming his/her holding of Securities (including name, address and the number of Securities held by the relevant holder on the record date)), to attend the EGM in person, in the manner stipulated in terms of the agreement governing his/her relationship with the CSDP, broker or nominee. The relevant authority to attend the EGM should be registered in the manner mentioned below and is to be used to qualify for attendance to the EGM and must be produced, with identification, at the registration desk upon arrival at the EGM. Holders of securities, other than in own name, who do not wish to or are unable to attend the EGM, but wish to vote thereat, should notify the company in accordance with the instructions below and provide his/her CSDP, broker or nominee with his/her voting instructions in the manner stipulated in the agreement governing his/her relationship with the CSDP, broker or nominee. These instructions must be provided to the CSDP, broker or nominee by the cut-off time and date advised by the CSDP, broker or nominee for instructions of this nature. All authority to attend the EGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, must be lodged at or posted to the company s transfer secretaries, ultimately by 14:00 CET on Wednesday, 8 March The address details for the transfer secretaries are as set out below: Computershare Investor Services Proprietary Limited 15 Biermann Avenue Rosebank Towers Rosebank, 2196 South Africa (PO Box 61051, Marshalltown, 2107) Notifications to company In terms of the company s articles of association, each shareholder entitled to vote (or his/its proxy or representative) shall be entitled to attend the EGM, address the EGM and exercise voting rights, provided that such person has given notice to the company before 14:00 CET on Wednesday, 8 March Such notice must contain the name and number of shares the person will be representing at the EGM and must be submitted to the company secretary by at generalmeeting@echo-pp.com. Electronic participation The company has made provision for EPP shareholders or their proxies to participate electronically in the EGM by way of video conferencing. EPP shareholders or their proxies who wish to participate electronically in the EGM will be required to advise the company thereof by no later than 14:00 CET on Wednesday, 8 March 2017, by submitting to the company secretary by at generalmeeting@echo-pp.com, relevant contact details, including an address, cellular number and landline as well as full details of the EPP shareholder s title to securities issued by the company and proof of identity and written confirmation of the EPP shareholder s title to dematerialised shares. Upon receipt of the required information, the EPP shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the EGM. EPP shareholders must note that access to the electronic communication will be at the expense of the EPP shareholders who wish to utilise the facility. EPP shareholders and their proxies participating in the video conference call will not be able to cast their votes at the EGM through this medium. EPP shareholders who wish to vote at the EGM should submit a proxy in the manner set out above