Invitation to the Ordinary General Meeting Freitag, 31. Mai 2013 - 06:00
Invitation to the Ordinary General Meeting
The Shareholders of Advanced Digital Broadcast Holdings SA are invited to attend the Ordinary General Meeting which will take place on June 21, 2013, at 10:00 am, at the Company premises located at Avenue de Tournay,7, 1292 Chambésy (GE), Switzerland.
Agenda
1. | Approval of Annual Report, including statutory and consolidated financial statements of Advanced Digital Broadcast Holdings SA for the year 2012, reports of the statutory auditor and of the Group auditor The Board of Directors proposes that the Annual Report be approved. | ||||||
2. | Appropriation of available earnings The Board of Directors proposes the following appropriation:
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3. | Ratification and discharge of the members of the Board of Directors The Board of Directors proposes that the members of the Board of Directors be discharged for their activity during the year 2012. | ||||||
4. | Re-election to the Board of Directors The Board of Directors proposes that the following members of the Board of Directors be re-elected: - 4.1 Mr. Andrew N. Rybicki - 4.2 Mr. Thomas Steinmann - 4.3 Mr. Philippe Geyres - 4.4 Mr. Jean-Christophe Hocké. | ||||||
5. | Re-election of the statutory auditor and of the Group auditor The Board of Directors proposes that Deloitte SA be re-elected as statutory and Group auditor for a period of one year. | ||||||
6. | Amendment to the Articles of Incorporation The Swiss Takeover Board, in its decision dated October 12, 2012, invalidated article 7a of the Articles of Incorporation of the Company, which was formerly approved by the General Assembly of June 15, 2012. The Board of Directors proposes to replace the current article 7a: “The obligation to make an offer to acquire all listed equity securities of the company in accordance with article 32 of the Federal Act on Stock Exchanges and Securities Trading (SESTA) does not apply to the registered shareholders of the company (articles 22, alinea 3 SESTA)” with the prior version of Article 7a, which is as follows: “Whosoever, directly, indirectly or acting in concert with third parties, acquires equity securities which, added to equity securities already owned, exceed the threshold of forty nine percent of the voting rights, whether or not such rights may be exercisable, shall be under an obligation to make an offer to acquire all listed equity securities of the company (article 32 SESTA)” The purpose of this clause is to compel any shareholder to make an offer in the event such shareholder exceeds the threshold of 49 % of the voting rights. The Board of Directors proposes to adopt the new article 7a. | ||||||
7. | Miscellaneous |
The Annual Report including statutory and consolidated financial statements of Advanced Digital Broadcast Holdings SA for the year 2012, the reports of the statutory auditor and of the Group auditor shall be available for the Shareholders from May 31, 2013 at Advanced Digital Broadcast Holdings SA premises, located at Avenue de Tournay 7, 1292 Chambésy (GE), Switzerland, as well as on the Company’s website www.adbholdings.com. From the same date, any Shareholder may request that a copy of these documents be sent by post mail.
A personal invitation to the Ordinary General Meeting with an admission card shall be sent to the registered Shareholders. Only the Shareholders validly registered with voting rights in the share register of the Company as of June 11, 2013 shall be entitled to vote. No new Shareholder shall be registered in the share register between June 12, 2013 and June 21, 2013.
Shareholders who cannot attend the Ordinary General Meeting in person can elect to be represented by another Shareholder validly registered in the share register with voting rights, by the Company or by Maître Bénédict de Candolle, Rue Rodolphe-Toepffer 5, 1206 Geneva, Switzerland, the independent proxy, with the meaning of Article 689c CO. In the absence of instructions on some or all of the proposals, the voting rights shall be exercised by the Company or the independent proxy, as the case may be, in favor of the Board of Directors’ proposals.
The proxy holders of deposited shares according to Article 689d CO are requested to inform the Company of the number of shares they represent no later than by June 17, 2013. The entities subject to the Federal Banking Law of November 8, 1934 as well as professional asset managers are considered as proxy holders of deposited shares.
Chambésy, May 31, 2013
Advanced Digital Broadcast Holdings SA
On behalf of the Board of Directors
The Chairman: Andrew N. Rybicki
English Version provided for convenience - French Version Prevails
