Invitation to the Extraordinary General Meeting
The Shareholders of Advanced Digital Broadcast Holdings SA are invited to attend the Extraordinary General Meeting which will take place on 20 March 2015, at 10:00 am, at the Company premises located at Avenue de Tournay 7, 1292 Chambésy (GE), Switzerland.
Agenda
1. Amendments to the Articles of Association
The Board of Directors proposes to modify the Articles of Association in view of the planned delisting of the Company. The main amendments relate to (i) amendment to the purpose of the Company in order to authorize the grant of upstream guarantees, (ii) transfer of the seat of the Company to Bellevue (GE), (iii) cancellation of the authorized share capital article, (iv) cancellation of the share transfer restrictions, (v) removal of the articles introduced in application of the Ordinance against Excessive Compensation
with respect to Listed Stock Corporations (ORAb), as set forth in the Annex.
2. Authorization for the Company to enter into an upstream guarantee agreement
The Board of directors proposes the shareholders' meeting to approve the upstream guarantee that the Company will provide in favor of the major shareholder of the Company, 4T SA, and to enter into the guarantee agreement concluded between the Company, 4T SA and a bank financing 4T SA and the distributions related thereto.
3. Miscellaneous
A personal invitation to the Extraordinary General Meeting with an admission card shall be sent to any Shareholder who will request it at ir@adbglobal.com. Only the Shareholders validly registered with voting rights in the share register of the Company as of 10 March 2015 shall be entitled to vote. No new Shareholder shall be registered in the share register between 11 March 2015, and 20 March 2015. Shareholders who cannot attend the Extraordinary General Meeting in person can elect to be represented by another Shareholder validly registered in the share register with voting rights or by Maître Bénédict de Candolle, Rue Rodolphe Toepffer 5, 1206 Geneva, Switzerland, the independent representative, with the meaning of Article 689c CO and articles 8 ff. ORab. Chambésy, 27 February 2015
The revised Articles can be seen on the company website together with the EGM invitation.
English Version provided for convenience - French Version Prevails
This press release and further information on ADB Group can be found on the Group's website at www.adbholdings.com
For further information please contact:
Tina Nyfors, IR/Group Communications
Tel: +41 22 592 8433
t.nyfors@adbglobal.com
-end-
Provider | Channel | Contact | ||
---|---|---|---|---|
Tensid Ltd., Switzerland www.tensid.ch |
newsbox.ch www.newsbox.ch |
Provider/Channel related enquiries marco@tensid.ch +41 41 763 00 50 |