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EQS-News: Einladung zur Hauptversammlung am 19. Juni 2025 (deutsch)

16.05.2025 10:51:00

Einladung zur Hauptversammlung am 19. Juni 2025
EQS-News: Befesa S.A. / Schlagwort(e): Hauptversammlung/Dividende Einladung zur Hauptversammlung am 19. Juni 2025
16.05.2025 / 10:50 CET/CEST Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
BEFESA
Befesa S.A. société anonyme 68-70, Boulevard de la Pétrusse, L-2320 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg B 177697
Convening Notice
All shareholders of Befesa S.A. (the "Company"), are convened by the board of directors of the Company (the "Board of Directors") for the Annual General Meeting of our Company which will be held on 19 June 2025, at 12:30 CEST at 12, Boulevard Royal (Hôtel Le Royal), L-2449 Luxembourg, Grand Duchy of Luxembourg (the "AGM"), to deliberate and vote on the following agenda:
A. Agenda for the AGM
1. Presentation of the management report of the Board of Directors, including the corporate governance report, the consolidated sustainability statement prepared in accordance with the requirements of Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive - CSRD) and of the reports of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated financial statements for the financial year ended 31 December 2024, prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union, and on the Company's annual accounts for the financial year ended 31 December 2024, prepared in accordance with Luxembourg Generally Accepted Account Principle(s) ("GAAP").
2. Approval of the Company's consolidated financial statements for the financial year ended 31 December 2024.
3. Approval of the Company's annual accounts for the financial year ended 31 December 2024.
4. Allocation of results and determination of the dividend in relation to the financial year ended 31 December 2024.
5. Granting of discharge to each of the members of the Board of Directors of the Company for the exercise of their mandate during the financial year ended 31 December 2024.
6. Approval and, to the extent necessary, ratification of the fixed remuneration of the non-executive members of the Board of Directors for the financial year ending on 31 December 2025.
7. Confirmation of the mandate of Mr. Javier Petit Asumendi in replacement of Dr. José Domínguez Abascal as non-executive director of the Company as of 24 July 2024 by way of co-optation.
8. Presentation of and advisory vote on the remuneration report for the members of the Board of Directors in the financial year ended 31 December 2024.
9. Renewal of the authorization to the Board of Directors of the Company to acquire shares in the Company.
10. Reappointment of the independent auditor for the financial year ending on 31 December 2025.
B. Availability of the documentation, attendance and voting procedure
1. Available information and documentation
The following information is available until the ending of the AGM on the Company's homepage ( https://www.befesa.com/es/investors/general-meeting/) and at the Company's registered office in Luxembourg as from the date of publication of this convening notice:
* this convening notice for the AGM;
* the documents to be submitted to the AGM;
* a draft resolution or, where no resolution is proposed to be adopted, a comment from the Board of Directors, for each item on the proposed agenda of the AGM;
* the biographical information of the candidate for the confirmation as member of the Board of Directors by way of co-optation; and
* the Shareholder Participation Form (including the ballot paper to be used to vote by proxy voting representative or to vote by correspondence) as mentioned below, the Attestation Form (Record of Share Ownership) as mentioned below, the Data Protection Notice, and the aggregate number of shares and of voting rights as at the date hereof.
Shareholders may obtain without charge a copy of the full text of any of the above documents upon request to Befesa S.A. c/o GFEI HV GmbH by sending an e-mail to hv@gfei.de.
2. Quorum and majority requirement
There are no quorum requirements to be able to participate or vote at the AGM. No vote being necessary on agenda item 1 of the AGM. The resolutions on agenda items 2 to 10 of the AGM are adopted by a simple majority of votes cast.
3. Requirements for participating in the AGM and exercising voting rights
The rights of a shareholder to participate in the AGM and to vote shall be determined with respect to the shares held by that shareholder on 5 June 2025 at midnight (24:00 CEST) (the "Record Date"). Any changes in share ownership after the Record Date will not be taken into account.
1. Registration procedure for voting and, if applicable, attending the AGM in person or by a proxyholder, and evidence of share ownership
(i) Shareholders who wish to participate and exercise their voting rights at the AGM in respect of the shares held by them at the Record Date shall, on or before the Record Date, submit a written declaration of their intention to participate at the AGM and shall exercise their voting rights in one of the following manners (the "Shareholder Participation Form"):
a. Proxy voting representative appointed by the Company
Shareholders who do not wish to attend the AGM in person may appoint Mr. Javier Molina Montes, Executive Chair of the Company, whom failing, Mr. Asier Zarraonandia Ayo, Chief Executive Officer of the Company, as proxy voting representative appointed by the Company, to participate in and vote at the AGM on their behalf. The proxy voting representative will be bound by the respective instructions of the shareholder provided by the Shareholder Participation Form prior to the AGM.
b. Proxy voting representative appointed by the shareholder
Shareholders who do not wish to attend the AGM in person may also appoint another natural or legal person who needs not to be a shareholder itself to attend and vote at the AGM on their behalf.
A proxy holder may hold a proxy from more than one shareholder without limitation as to the number of shareholders so represented. The proxy holder will have to identify himself on the date of the AGM by presenting a valid identity card or passport.
In case of ordinary shares owned by a legal entity, individuals representing such entity who wish to physically attend the AGM and vote at the AGM on behalf of such entity, must present evidence of their authority to attend and vote at the AGM by means of a proper document (such as a special power of attorney) issued by the entity represented. Such evidence of authority must be presented at the AGM.
c. Voting in person
Shareholders who wish to attend the AGM in person will be able to cast their votes during the AGM. Shareholders attending the AGM in person shall carry proof of identity in the form of a valid identity card or passport at the AGM.
In case of ordinary shares owned by a legal entity, individuals representing such entity who wish to attend the AGM in person and vote at the AGM on behalf of such entity, must present evidence of their authority to attend and vote at the AGM by means of a proper document (such as a special power of attorney) issued by the entity represented. Such evidence of authority must be presented at the AGM.
d. Voting by correspondence
Shareholders who wish to vote by post may exercise their voting rights by casting their votes by correspondence.
Please note that to be valid, the Shareholder Participation Form must be duly filled in and received by Befesa S.A. c/o GFEI HV GmbH by e-mail to [1]hv@gfei.de no later than 24:00 CEST on 5 June 2025.
1. mailto:hv@gfei.de (ii) In addition to the Shareholder Participation Form (including the ballot paper to be used to vote by proxy voting representative or to vote by correspondence), the shareholders who intend to participate and exercise their voting rights at the AGM (either in person, representation by proxy or by voting by correspondence) are obliged to submit an attestation from their depository bank or financial institution stating the number of shares held by that shareholder on the Record Date (the "Attestation Form").

      Please note that to be valid, the Attestation Form (Record of Share
   Ownership) must be duly filled in and received by Befesa S.A. c/o GFEI
   HV GmbH by e-mail to [1]hv@gfei.de no later than 24:00 CEST on 13 June
                                                                    2025.

                                                     1. mailto:hv@gfei.de
4. Additional important information for shareholders
Participation and exercise of voting rights
	
Shareholders are hereby informed that the participation in and the
exercise of voting rights at the AGM is exclusively reserved to such
persons that were shareholders on the Record Date and who have
adhered to the voting instruction set out in this convening notice.
	
Transfer of shares after the Record Date is possible subject to
usual transfer limitations, as applicable. However, alterations
(either positive or negative) of the number of shares owned by the
shareholder after the Record Date will have no impact on the
participation in and the exercise of voting rights by that
shareholder at the AGM. Likewise, any transferee having become owner
of the shares after the Record Date has no right to vote at the AGM
and may not attend the AGM.
	
Shareholders, who have validly declared their intention to
participate and vote in the AGM by having transmitted their
Shareholder Participation Form as mentioned under point B. 3.1., may
also express their votes subsequently provided, however, that their
ballot paper (which is included in the Shareholder Participation
Form) or voting instructions transmitted by any other permissible
means must be received by Befesa S.A., c/o GFEI HV GmbH by e-mail to
hv@gfei.de no later than 13 June 2025 (at 24:00 CEST).
	
Supplement to the convening notice and submission of proposed
resolutions
	
Shareholder(s) holding individually or collectively at least five
per cent (5%) of the issued share capital of the Company are
entitled to request the addition of items to the agenda of the AGM
and table draft resolutions for items included or to be included on
the agenda of the AGM by sending such request at the latest on 28
May 2025 to the following address hv@gfei.de (with a copy to
AGM@befesa.com).
	
Such request will only be accepted by the Company provided it
includes (i) the wording of the new requested agenda item, (ii) the
justification or the wording of the proposed resolution pertaining
to the items included or to be included, and (iii) an e-mail address
or a postal address to which the Company may confirm receipt of the
request.
	
Where the requests entail a modification of the agenda for the AGM
already communicated to the shareholders, the Company will publish a
revised agenda on 4 June 2025 at the latest.
	
Subject to compliance with the threshold notification obligations
provided for by the Luxembourg law of 11 January 2008 on
transparency requirements for issuers of securities, there is no
limit to the maximum number of votes that may be exercised by the
same person, whether in its own name or by proxy.
	
The results of the vote will be published on the Company's website
within fifteen (15) days following the AGM.
	
Ability to ask questions
	
Shareholders have the right to ask questions related to items on the
agenda of the AGM during the AGM.
	
The Company will respond on a best effort basis to the questions
with respect to the AGM, in particular respecting the good order of
the AGM as well as the protection of confidentiality and business
interests of the Company. The Company may provide one overall answer
to the questions having the same content. An answer shall be deemed
to be given if the relevant information is available on the
Company's internet site in a question and answer format or by the
mere reference by the Company to its internet site.
	
Other important information for shareholders
	
By submitting their proxy voting form or their vote by
correspondence, the shareholders agree to appoint Mr. Javier Molina
Montes as chairman and Mr. Rafael Pérez Gómez as scrutineer as part
of the bureau of the AGM. The chairman will designate a secretary
for the AGM. If any of the persons mentioned above cannot, for any
reason whatsoever, attend the AGM, the shareholders agree that Mr.
Javier Molina Montes may appoint other persons to act as chairman
and scrutineer at the AGM.
	
Luxembourg, 16 May 2025
	
Javier Molina Montes
	
Executive Chair
	
16.05.2025 CET/CEST Veröffentlichung einer Corporate
News/Finanznachricht, übermittelt durch EQS News - ein Service der
EQS Group. Für den Inhalt der Mitteilung ist der Emittent /
Herausgeber verantwortlich.
	
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	   Sprache:        Deutsch
   Unternehmen:    Befesa S.A.
                   68-70, Boulevard de la Pétrusse
                   2320 Luxembourg
                   Luxemburg
   E-Mail:         irbefesa@befesa.com
   Internet:       www.befesa.com
   ISIN:           LU1704650164
   WKN:            A2H5Z1
   Indizes:        SDAX
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
                   München, Stuttgart, Tradegate Exchange; London
   EQS News ID:    2139672
Ende der Mitteilung EQS News-Service
	
2139672 16.05.2025 CET/CEST
	 ISIN  LU1704650164
AXC0092    2025-05-16/10:51

Autor: - dpa-AFX

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