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Notice of the annual general meeting

Published: 2023-07-28 08:30:30 ET
<<<  go to JSE:RNI company page
Reinet Investments S.C.A.
(Incorporated in Luxembourg)
ISIN: LU0383812293
Code: RNI
LEI: 222100830RQTFVV22S80


NOTICE OF THE ANNUAL GENERAL MEETING

Notice of the annual general meeting of shareholders of Reinet Investments S.C.A. (the “Company”) to be
held on 29 August 2023.

Shareholders are invited to attend the annual general meeting of shareholders of the Company (the “Meeting”) in
person or by proxy.

The Meeting will take place on: Tuesday, 29 August 2023 at 2:00 pm at Hotel Le Royal, 12, boulevard Royal, L-
2449 Luxembourg.


AGENDA

Business reports for the accounting year ended 31 March 2023
1. To consider the report of the general partner of the Company (the “General Partner”) to the shareholders; the
   report of the Board of Overseers; and the reports of the approved statutory auditor of the Company in respect of
   the statutory financial statements of the Company and the consolidated financial statements for the accounting
   year ended 31 March 2023.

Financial statements
2. To approve the statutory financial statements of the Company for the accounting year ended 31 March 2023.

3. To approve the consolidated financial statements of the Company for the accounting year ended
   31 March 2023.

Appropriations
4. As at 31 March 2023, the retained earnings available for distribution amounted to € 912 764 182. The General
   Partner proposes that a cash dividend of € 0.30 per share be paid. The General Partner proposes that the
   remaining available retained earnings of the Company as at 31 March 2023 after payment of the dividend be
   carried forward to the following business year.

Granting of discharge of liability to the General Partner and Board of Overseers
5. To grant discharge of liability to the General Partner and all the members of the Board of Overseers of the
   Company who have been in office during the accounting year ended 31 March 2023 for the performance of their
   duties.

Board of Overseers
6. To re-elect Mr J Li, Mr Y Prussen, Mr S Robertson and Mr S Rowlands as members of the Board of Overseers
   for the year ending at the next annual general meeting.

7. To approve a remuneration of € 70 000 per annum for each of the members of the Board of Overseers, such
   fees to be split equally between the Company and Reinet Fund S.C.A., F.I.S.

Authorisation to acquire ordinary shares
8. At the Annual General Meeting held on 30 August 2022, shareholders authorised the Company to acquire
   ordinary shares within the limits approved at that meeting for a period up to the date of the Annual General
   Meeting to be held in 2023, subject to such period being no longer than 13 months from the date of the
   authorisation.

   Pursuant to Article 9 of the Company's Articles of Association and relevant Luxembourg law, the General
   Partner proposes that a new authorisation be granted to the Company to acquire ordinary shares, directly or
   indirectly (through subsidiaries or otherwise, such as through an intermediary or agent) for a period up to the
   date of the next Annual General Meeting, subject to such period being no longer than 13 months from the date
   of this authorisation.

   The General Partner proposes that the Company be authorised to acquire, in accordance with applicable laws
   and regulations, ordinary shares up to 20 per cent of the Company’s issued ordinary share capital which at the
   date of authorisation, 29 August 2023, is 195 941 286 ordinary shares, for valuable consideration, by all means,
   on any one or combination of the Luxembourg Stock Exchange, Euronext Amsterdam or the Johannesburg
   Stock Exchange, at a price no more than an amount equal to 110 per cent of the reference price of the ordinary
   shares on the relevant exchange and not less than one euro cent; the reference price being the weighted
      average price for the market value for such ordinary shares for the five days of trading immediately prior to the
      acquisition of such shares.

      The General Partner will at all times retain full discretion with regards to the acquisition of the shares of the
      Company. This includes whether to and when to initiate any acquisition process and to determine the quantum
      and terms and conditions of any such planned acquisition of ordinary shares of the Company (subject to the
      limits set out above), having regard to, inter alia, available liquidity in order to fulfil any purchase and other
      obligations of the Company and the anticipated acquisition price per share relative to the estimated net asset
      value per share of the Company at the time.

The statutory financial statements and the consolidated financial statements of the Company for the accounting
year ended 31 March 2023, together with the reports of the approved statutory auditor, of the Board of Overseers
and of the General Partner and any draft resolutions, are available at the registered office of the Company and on
the Company’s website: www.reinet.com.

The Meeting will be validly constituted to resolve on the matters raised in the agenda regardless of the number of
shares represented at the Meeting; resolutions to be considered at the Meeting are approved by a simple majority
of the votes cast. The Meeting will be held in English.

Shareholders who together hold at least 5 per cent of the share capital may place items on the agenda of the
Meeting and submit draft resolutions for all the items on the agenda. Any such request must reach the Registrar,
UI efa S.A., by email (operational_readiness@efa.eu) no later than 7 August 2023.

Every shareholder who attends the Meeting shall have the right to ask questions related to the items on the agenda
of the Meeting.

Instructions for attendance and voting
Persons entitled to participate in and vote at the Meeting are all persons (or their proxy) who were shareholders of
record of the Company at midnight on 15 August 2023 Luxembourg time (the ‘Record Date’).

       (i) Instructions for holders of shares whose ownership is directly recorded in the Company’s shareholders’
           register (the “Registered Shareholders”).

Registered Shareholders whose ownership is directly recorded in their own name in the Company’s shareholders’
register who wish to attend the Meeting or who wish to appoint a proxy to represent them at the Meeting must notify
the Registrar, UI efa S.A., 2, rue d’Alsace, L-1122 Luxembourg (the “Registar”) no later than 22 August 2023. The
Registrar will draw up a list of shareholders and proxy holders authorised to attend the Meeting.

Registration forms to request admission to the Meeting or to appoint a proxy to attend the Meeting may be obtained
from the Registrar or downloaded from the Company’s website: www.reinet.com.

Registered Shareholders may appoint a proxy, who need not be a shareholder, as their representative at the
Meeting. Forms of proxy are provided on the registration forms for admission to the Meeting. The signed proxy
must be sent by mail, telefax or email to either the Company or UI efa S.A. (operational_readiness@efa.eu).

Proxy voting instructions may be given to the Chairman of the Meeting; these must be received by the Registrar
duly completed and signed by 22 August 2023. Unless proxies given to the Chairman of the Meeting include explicit
instructions as to the contrary, voting rights will be exercised in support of the proposals of the General Partner.

Registration forms for admission to the Meeting must be delivered to the Registrar on 22 August 2023 at the latest.
No admission cards will be issued after that day.

       (ii) Instructions for shareholders whose shares are held in the European clearing systems (Euroclear
            Nederland, Euroclear Bank, Clearstream) and are traded on Euronext Amsterdam or the Luxembourg
            Stock Exchange (the “European Shareholder(s)”)

European Shareholders may (a) attend the Meeting in person, (b) appoint a proxy (who need not be a shareholder)
as their representative at the Meeting or (c) grant a proxy and issue voting instructions prior to the Meeting.

(a)        Attending the Meeting in person
           European Shareholders who wish to attend the Meeting may follow either of the following processes:
           (1) Register via the Evote by ING Platform at https://evote.ingwb.com or via their own intermediary, in
                any event no later than 22 August 2023. After registration on the Evote by ING Platform, the
                European Shareholders’ information provided will be verified with the information held by the
                European Shareholders’ intermediary as at the Record Date. When the intermediary has confirmed
                the information, the registration will be accepted. Duly registered European Shareholders will be
                provided by ING with an attendance card and details on how to gain access to the Meeting by email.
           (2) Send in a legally valid written registration form to ING at the address below, in any event no later
                than 22 August 2023. A registration form to request admission to the Meeting is available as of today
                at www.reinet.com. European Shareholders must also instruct their bank or financial intermediary
                with whom the shares are on deposit to send a certificate (the ‘Shareholding Certificate’) to ING at
              the address below to be received no later than 22 August 2023 indicating clearly the precise identity
              of the European Shareholder and confirming the number of shares being held by the European
              Shareholder as at the Record Date. After completion of this registration process, European
              Shareholders will be provided by ING by email with an attendance card and details on how to gain
              access to the Meeting.

(b)      Appointing a proxy as their representation at the Meeting
         European Shareholders who wish to appoint a proxy, as their representative at the Meeting may follow
         either of the following processes:
         (1) Register their proxy via the Evote by ING Platform at https://evote.ingwb.com or via their own
              intermediary, in any event no later than 22 August 2023. After registration on the Evote by ING
              Platform, the European Shareholder’s information provided will be verified with the information held
              by the European Shareholder’s intermediary as at the Record Date. When the intermediary has
              confirmed the information, the registration will be accepted. European Shareholders who have duly
              registered their proxy will be provided by ING with (an) attendance card(s) with proxy registration by
              email.
         (2) Send in a legally valid written proxy instrument to ING at the address below, in any event no later
              than 22 August 2023. A proxy form is available as of today at www.reinet.com. European
              Shareholders who wish to appoint a proxy must also instruct their bank or financial intermediary with
              whom the shares are on deposit to send a Shareholding Certificate to ING at the address below to be
              received no later than 22 August 2023 indicating clearly the precise identity of the European
              Shareholder and confirming the number of shares being held by the European Shareholder as at the
              Record Date. After completion of this registration process, European Shareholders will be provided
              by ING by email with an attendance card with proxy registration.

(c)      Granting a proxy and issuing voting instructions
         European Shareholders who wish to grant a proxy and issue voting instructions prior to the Meeting may
         follow either of the following processes:
         (1) Register their instructions via the Evote by ING Platform at https://evote.ingwb.com or via their
               intermediary in any event no later than 22 August 2023. After registration on the Evote by ING
               Platform, the European Shareholder’s information provided will be verified with the information held
               by the European Shareholder’s intermediary as at the Record Date. When the intermediary has
               confirmed the information the voting instructions will be accepted.
         (2) Send in a legally valid written proxy instrument to ING at the address below, in any event no later
               than 22 August 2023. A proxy voting form is available as of today at www.reinet.com. Proxy voting
               instructions may be given to the Chairman of the Meeting. A Shareholding Certificate in respect of
               the shares must be provided to ING at the address below to be received no later than
               22 August 2023 indicating clearly the precise identity of the shareholder and confirming the number
               of shares being held by the European Shareholder as at the Record Date. Failure to provide the
               Shareholding Certificate will invalidate the proxy voting instructions. A person designated by the
               Company will collect all voting instructions and submit them at the Meeting. Unless proxies given to
               the Chairman of the Meeting include explicit instructions as to the contrary, voting rights will be
               exercised in support of the proposals of the General Partner.

The Evote by ING Platform is available from the publication date of this convocation until seven days before the
Meeting. This means that European Shareholders can use the Evote by ING Platform from 28 July 2023 to
22 August 2023, 17:00 CEST. The Evote by ING Platform will close on 22 August 2023, 17:00 CEST, but European
Shareholders can still view any instructions they have given.

ING address:
ING Bank N.V.
Attn. Robert Peerenboom
Issuer Services, Location code TRC 02.039
Foppingadreef 7, 1102 BD Amsterdam
The Netherlands
Email address ING: agm.pas@ing.com


      (iii) Instructions for shareholders whose shares are held in South Africa through Central Securities Depository
            Participants (“CSDP”) or brokers and are traded on the Johannesburg Stock Exchange (the “South African
            Shareholder(s)”).

South African Shareholders who were shareholders of record of the Company at midnight on 25 July 2023 (the
‘Posting Record Date’) will receive a notice of the Meeting.

South African Shareholders whose ownership is indirectly recorded through CSDPs and brokers whose shares are
traded on the Johannesburg Stock Exchange and who wish to attend the Meeting, either in person or by proxy,
must advise their broker or CSDP in accordance with the mandate with their broker or CSDP, and their broker or
CSDP will issue the necessary letter of representation to the South African Shareholder to allow the South African
Shareholder or their proxy holder to attend and vote at the Meeting. The broker or CSDP of South African
Shareholders should contact South African Shareholders to ascertain how they wish to cast their vote at the
Meeting and should thereafter cast the votes in accordance with the South African Shareholders’ instructions. If
South African Shareholders have not been contacted by their broker or CSDP, it is advisable for them to contact
their broker or CSDP and furnish it with their voting instructions.

If a broker or CSDP does not obtain voting instructions from a South African Shareholder, it will be obliged to vote
in accordance with the instructions contained in the custody agreement concluded between the South African
Shareholder and their broker or CSDP. A registration form to request admission to the Meeting or to appoint a
proxy is available as of today at www.reinet.com.

As the Record Date is 15 August 2023, the last day to trade to determine eligible South African Shareholders that
may vote at the Meeting is 10 August 2023.

Requests for letters of representation and voting instructions must be submitted by brokers and CSDPs to Strate no
later than 12:30 pm (South African time) on 22 August 2023 so that they may be collated and verified by Strate prior
to the Meeting. South African Shareholders should therefore submit their requests for a letter of representation or
voting instructions to their broker or CSDP within the time period required by their broker or CSDP or as stipulated
in the custody agreement concluded between South African Shareholders and their broker or CSDP.

     (iv) Admittance to the Meeting

Registration for admission to the Meeting will take place from one hour prior to commencement of the Meeting.
Shareholders or their proxy holders shall hand in the attendance card at the registration desk, will need to sign the
attendance list of the Meeting and may be requested to provide proof of identity before and during the Meeting. A
proxy holder shall also be requested to hand in a copy/original of their proxy instrument at the registration desk.

Shareholders or proxy holders not registered to attend the Meeting will not be allowed to participate.

Personal data processing
Shareholders are informed that the Company, as controller, processes the personal data of the shareholders and
proxyholders (name, address, contact details, shareholding) in the context of the Meeting in accordance with
applicable data protection laws. The Company processes such personal data in order to comply with the legal
obligation of holding such a Meeting. Such personal data will be used for the purposes of analysing and
administering the attendance and voting process in connection with the Meeting and will be accessed by entities
assisting in the administration of the voting process such as the Registrar, ING and South African entities
processing personal data of the South African Shareholders on behalf of the Company. Shareholders and
proxyholders may notably request access to and rectification of the personal data processed by the Company by
contacting the Company Secretary Ms Caroline Apostol, 35 boulevard Prince Henri, L-1724 Luxembourg,
tel: +352 22 42 10, email: data-protection@reinet.com.


Reinet Investments Manager S.A.


General Partner
For and on behalf of
REINET INVESTMENTS S.C.A.


Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

28 JULY 2023