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CPI FIM AGM 28 May 2021 Convening Notice

CPI FIM SA
·9-min read

CPI FIM SA
Société Anonyme
40, rue de la Vallée
L-2661 Luxembourg
R.C.S. Luxembourg B 44.996
(the “Company”)

CONVENING NOTICE
OF THE COMPANY’S ANNUAL GENERAL MEETING
TO BE HELD ON 28 MAY 2021

Dear Shareholders,

You are invited to attend the Annual General Meeting of the shareholders of the Company (the “Meeting”) to be held at the registered office of the Company at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, on 28 May 2021 at 14:00 CET, to discuss and to vote on the agenda indicated below.

Due to COVID-19 pandemic the shareholders are required to opt for a distance voting by using the Attendance and Proxy Forms available on the Company’s website at www.cpifimsa.com (further details below).

The Meeting is convened in accordance with article 450-8 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “LCA”) and article 3 of the law dated 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended from time to time, with the following points on the agenda:

AGENDA

  1. Presentation of the reports of the Board of Directors and of the approved auditor (réviseur d’entreprises agréé) of the Company on the statutory annual accounts and on the consolidated annual accounts of the Company for the financial year ended 31 December 2020.

  2. Presentation and approval of the statutory annual accounts for the financial year ended 31 December 2020.

  3. Presentation and approval of the consolidated annual accounts for the financial year ended 31 December 2020.

  4. Allocation of the financial results in relation to the financial year ended 31 December 2020.

  5. Discharge to be granted to the members of the Board of Directors in respect of the performance of their duties during the financial year ended 31 December 2020.

  6. Discharge to be granted to the approved auditor (réviseur d’entreprises agréé) in respect of the performance of its duties during the financial year ended 31 December 2020.

  7. Decision to appoint with immediate effect Mr. David Greenbaum to the Board of Directors of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021.

  8. Decision to appoint with immediate effect Mr. Edward Hughes to the Board of Directors of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021.

  9. Decision to appoint with immediate effect Mrs. Anita Dubost to the Board of Directors of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021.

  10. Decision to appoint with immediate effect Mr. Scot Wardlaw to the Board of Directors of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021

  11. Subject to approval of item 7 of the agenda, decision to appoint Mr. David Greenbaum as the Managing Director (administrateur délégué) of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021.

  12. Decision to appoint Mr. Martin Nemecek as the Managing Director (délégué à la gestion journalière) of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021.

  13. Decision to appoint Ernst & Young S.A., Luxembourg as the approved auditor (réviseur d’entreprises agréé) of the Company until the annual general meeting of the shareholders of the Company to be held in 2022 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2021.

ATTENDING THE MEETING

In the context of the present sanitary situation due to the Covid-19 pandemic and in accordance with the law of 23 September 2020, implementing measures concerning the holding of meetings in companies and other legal entities, as amended (the "Law of 23 September 2020"), the board of directors of the Company has decided as a temporary measure to ensure both the safety of the participants to the Meeting and the business continuity of the Company during the pandemic to hold the Meeting remotely without physical presence of participants.

In accordance with the Law of 23 September 2020, the Company requires that (i) the Meeting be held without any participant attending in person, and (ii) shareholders and other participants participate to the meeting and exercise their rights exclusively by a vote in writing or by appointing a special attorney designated by the Company.

Therefore, in order to participate to the Meeting, shareholders must provide the Company with the following three items as explained in greater detail below: (i) Record Date Confirmation, (ii) Attendance and Proxy Form, and (iii) Proof of Shareholding.

Record Date Confirmation: This document shall be provided to the Company by a shareholder at the latest by 23:59 CET on the Record Date. The Record Date is 14 May 2021 (the “Record Date”, i.e. the day falling fourteen (14) days before the date of the Meeting).

The Record Date Confirmation must be in writing and indicate that a shareholder holds the Company shares and wishes to participate in the Meeting. A template form of the Record Date Confirmation is available on the Company’s website at www.cpifimsa.com.

The Record Date Confirmation must be sent to the Company by post or electronic means so that it is received by the Company at the latest by 23:59 CET on the Record Date, i.e. 14 May 2021, to:

CPI FIM SA

40, rue de la Vallée, L-2661 Luxembourg

Fax: + 352 26 47 67 67

email: generalmeetings@cpifimsa.com

Attendance and Proxy Form: A template form is available on the Company’s website at www.cpifimsa.com and is to be duly completed and signed by shareholders wishing to participate or be represented at the Meeting.

Proof of Shareholding: This document must indicate the shareholder's name and the number of Company shares held at 23:59 CET on the Record Date. The Proof of Shareholding shall be issued by the bank, the professional securities' depositary or the financial institution where the shares are on deposit. Please note that Proof of Shareholding is not necessary for those shareholders whose shares are still recorded as registered shares in the Company’s shareholders register.

Shareholders wishing to participate to the Meeting must send the Attendance and Proxy form together with the relevant Proof of Shareholding by post or electronic means so that they are received by the Company at the latest by noon (12:00 noon CET) on 24 May 2021, to: CPI FIM SA

40, rue de la Vallée, L-2661 Luxembourg

Fax: + 352 26 47 67 67

email: generalmeetings@cpifimsa.com

Please note that only persons who are shareholders at the Record Date and have timely submitted their Record Date Confirmation, Attendance and Proxy Form, and Proof of Shareholding shall have the right to participate and vote at the Meeting.

Documentation and information: The following documents and information are available for the shareholders on our website: www.cpifimsa.com and, in particular, in the "Shareholder Corner":

  • the present convening notice;

  • the total number of shares and the voting rights in the Company as at the date of this convening notice;

    • the documents to be submitted to the Meeting (in particular the reports of the board of directors and of the approved auditor (réviseur d’entreprises agréé), the statutory annual accounts for the financial year ended 31 December 2020 and the consolidated annual accounts for the financial year ended 31 December 2020);

  • the draft resolutions of the Meeting. Any draft resolution(s) submitted by shareholder(s) shall be added to the website as soon as possible after the Company has received them;

  • the Record Date Confirmation Form; and

  • the Attendance and Proxy Form.

The above documents may also be obtained by shareholders upon written request sent to the following postal address: CPI FIM SA, 40, rue de la Vallée, L-2661 Luxembourg.

For further information, visit our website: www.cpifimsa.com and, in particular, the "Shareholder Corner".

Quorum Requirement: The Meeting shall validly deliberate regardless of the corporate capital present or represented. Resolutions, in order to be adopted, must be carried by a majority of the votes cast. Votes cast shall not include votes attaching to shares in which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.

Right to add new items on the agenda: One or more shareholders together representing at least five per cent of the share capital has the right to (i) put one or more items on the agenda of the Meeting and (ii) table draft resolutions for items included or to be included on the agenda of the Meeting.

Such requests must:

  • be in writing and sent to the Company by post (at the following address: CPI FIM SA, 40, rue de la Vallée, L-2661 Luxembourg) or electronic means (at the following email address: generalmeetings@cpifimsa.com) and be accompanied by a justification or draft resolution to be adopted in the Meeting;

  • include the postal or electronic address at which the Company may acknowledge receipt of the requests;

  • be received by the Company at least twenty two (22) days before the date of the Meeting, i.e. 6 May 2021.

The Company shall acknowledge receipt of requests referred to above within (forty-eight) 48 hours from receipt. The Company shall prepare a revised agenda including such additional items on or before the fifteenth (15th) day before the date of the Meeting.

If you need further assistance or information, please contact: CPI FIM SA, 40, rue de la Vallée, L-2661 Luxembourg, Tel: + 352 26 47 67 1; Fax: + 352 26 47 67 67; email: generalmeetings@cpifimsa.com.

Luxembourg, 26 April 2021

Yours faithfully,

The Board of Directors of the Company

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