Sword Group: NOTICE OF CONVOCATION TO THE SHAREHOLDERS FOR THE ANNUAL ORDINARY GENERAL MEETING OF THE COMPANY
29 March 2024 - 4:00AM
Sword Group: NOTICE OF CONVOCATION TO THE SHAREHOLDERS FOR THE
ANNUAL ORDINARY GENERAL MEETING OF THE COMPANY
General Meeting on April 29, 2024, at 11:00 am
at the registered office to deliberate on the following
agenda:Under the authority of the General Meeting acting
under the quorum and majority conditions of an Ordinary General
Meeting:- Reading of the management report of the Board of
Directors including the group management report and feedback on the
conclusion of agreements referred to in article L.441-7 of the
amended law of August 10, 1915, for the financial year ended
December 31, 2023;- Reading of the report of the approved statutory
auditor on the 2023 annual accounts, the group's consolidated
financial statements, and on the execution of its mission;-
Approval of the statutory accounts as of December 31, 2023;-
Approval of the consolidated accounts as of December 31, 2023;-
Allocation of the statutory exercise results as of December 31,
2023;- Discharge to the directors for their management for the
financial year 2023;- Renewal of Mr. Jacques Mottard's director
term;- Renewal of Mr. François-Régis Ory's director term;- Renewal
of Mr. Frédéric Goosse's director term;- Renewal of Mr. Nicolas
Mottard's director term;- Renewal of Mrs. Antonella Michelino's
director term;- Report on the remuneration awarded to the directors
during the financial year 2023;- Approval of the remuneration
policy;- Approval of the annual remuneration of the directors;-
Discharge to the approved statutory auditor for its mission for the
financial year 2023;- Renewal of the term of the approved statutory
auditor;- Powers for formalities.Any shareholder, regardless of the
number of shares owned, has the right to participate in the General
Meetings, to be represented by proxy, or to vote by
correspondence.For information:The documents and
information that must be communicated to the General Meeting as
well as the unique vote by correspondence and proxy form ("Unique
Form") are available on the company's website
(https://www.sword-group.com/investors) and at the registered
office during an uninterrupted period starting the day of the
publication of this notice and ending the day after the General
Meeting. Each shareholder upon production of their title may obtain
a free copy of the documents under the applicable legal
conditions.Addition of items to the agenda and the right to
submit resolution proposals:One or more shareholders
holding together at least 5% of the company's share capital have
the right to add new items to the agenda of the General Meeting
and/or propose resolution projects concerning items already
included or to be included in the agenda.Such a request must be
made in writing and addressed to the Company either by postal mail
(to the registered office attention Stéphanie Desmaris) or by email
(to investorrelations@sword-group.lu) for receipt no later than
April 6, 2024.The request must include either (i)
the text of the new proposed agenda item(s) and the text of the
corresponding resolution(s) along with an explanation or (ii) an
alternative resolution project concerning an existing agenda item
with a clear indication of which agenda item it concerns and an
explanation. Additionally, the request must contain contact details
(name, surname, phone number, postal or email address) of a contact
person to allow the Company to acknowledge receipt of the request
within forty-eight (48) hours as well as proof attesting to the
shareholder status and representation of at least 5% of the
company's shares in the form of a confirmation issued by a
financial intermediary, provided that the requester must hold this
status on the "Record Date" (see definition below).Right to
ask written questions (via electronic means):Shareholders
have the right to ask questions regarding items on the agenda of
the General Meeting. The Company commits to responding to these
questions within the limits of measures it can take to ensure the
identification of shareholders, the smooth running of the General
Meeting and its preparation, as well as the protection of
confidentiality and its commercial interests.General
Meeting – Participate by voting by correspondence, by proxy, or
through a representative:Only shareholders whose
shareholder status appears directly or indirectly in the company's
shareholder register on the "Record Date" will have the right to
participate by voting by proxy or by correspondence at the General
Meeting. The "Record Date" is set for April 15,
2024.The Ordinary General Meeting will validly deliberate
on the agenda items if at least 25% of the issued share capital is
present or represented. Resolutions concerning items on the agenda
will be adopted by a simple majority of the votes validly cast by
represented shareholders.The Extraordinary General Meeting will
validly deliberate on the agenda items if at least 50% of the
issued share capital is represented. Resolutions concerning items
on the agenda will be validly adopted if they are approved by at
least two-thirds of the votes cast.Conditions for voting by
post, by proxy or by mandatary:Shareholders registered on
the "Record Date" may give voting instructions to the Chief
Executive Officer or to a third party of their choice to vote at
the General Meeting. To give voting instructions to the Chief
Executive Officer, shareholders must send to the Company (attention
Stéphanie Desmaris) the Unique Form duly completed, dated, and
signed along with, if applicable, the registration certificate to
be received at the latest by email (to
investorrelations@sword-group.lu) on April 24,
2024.The Chief Executive Officer will vote in accordance
with the instructions given by the shareholder in the
aforementioned Unique Form. If no voting instruction is given in
the aforementioned Unique Form, the Chief Executive Officer will
vote in favor of the resolutions proposed by the Board of Directors
on the agenda.The above-mentioned standard form is available on the
company's website.Shareholders who wish to revoke a Unique Form
already sent to the Company can do so at any time by delivering
another completed, dated, and signed form with a later date at the
latest on April 24, 2024.This notice shall serve
as a notice of convocation unless any modifications are made to the
agenda following requests for the inclusion of resolution proposals
submitted by shareholders.Luxembourg, March 28, 2024For the Board
of DirectorsThe President
- Sword Group_Notice Of Convocation GM 29 APRIL 2024 FV
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