Articles and Memorandum of Association
as of April 10, 2019
Company Name – Registered Office - Duration – Company Purpose
The name of the stock company (Société Anonyme) is Logwin AG.
The Company has its registered office in Grevenmacher. By resolution of the General Meeting or decision of the Board of Directors (in which case the Board of Directors shall be entitled to modify the Company´s Articles and Memorandum of Association accordingly) the seat of the Company may be moved to another place of the municipality of Grevenmacher or to any other place within the Grand Duchy of Luxembourg. Should the ordinary business operations at the Company´s registered office or between the registered office and persons abroad be jeopardised by extraordinary occurrences of a political, commercial or social nature, then the Board of Directors shall be entitled to temporarily relocate the Company´s registered office abroad until such time as normal conditions are fully restored. Such temporary measures will have no effect, however, on the nationality of the Company, which will remain a Luxembourg company. Any such temporary relocation of the registered office must be disclosed to third parties by the Company’s governing bodies, which are best suited under the given circumstances to make such disclosure.
The Company is formed for an unlimited duration.
The purpose of the Company is the acquisition of participating interests – in whichever form – in domestic and foreign companies, which are engaged primarily in the business of logistics, information technology, health care and all business areas which support these Company purposes, and the administration, management and disposal of such participating interests, and the execution of all other forms of investment. The Company may acquire any and all types of securities and cash investments, whether through capital contribution, subscription, call options or purchase, and may otherwise sell such securities and investments, and the Company may also administer, monitor and support these forms of investments. The Company may participate in the formation and management of business and industrial operations, may issue bonds, may grant the companies in which it holds interests any type of assistance, loan, advance or security, and may issue promissory notes or other forms of debt acknowledgement.
In addition, the Company may enter into any and all transactions in connection with the purchase and sale, management and leasing of developed or undeveloped real property and other operational equipment of whatever nature. The Company may engage in any transactions, which involve personal or real property and which are of a financial, industrial or commercial nature, if such transactions are directly or indirectly related to its company purposes.
Share Capital - Shares
(1) The Company’s registered capital (subscribed share capital) equals 131,300,000 EUR (one hundred thirty-one million three hundred thousand). It is divided into 2,884,395 (in words: two million eight hundred and eighty-four thousand three hundred ninety-five) no par value shares which are fully paid up.
(2) In addition to the subscribed capital under paragraph 1 of this Article, the Company has authorized capital totalling 68,700,000 EUR (sixty-eight million seven hundred thousand) divided into a further 1,509,105 (one million five hundred and nine thousand one hundred and five) no par value shares to be newly issued.
(3) The Board of Directors shall be authorized, for a period commencing on the day of the Extraordinary General Meeting which decides to prolong the authorized capital (i.e. 10 April 2019) and ending on the fifth (5) anniversary following the publication of the minutes of this Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the share capital of the Company once or several times by 1,509,105 (one million five hundred and nine thousand one hundred and five) shares by issuing new shares of no par value with or without premium ("prime d'émission") against contributions in cash and/or in kind.
As is the case with such increases in capital stock, shareholders have no pre-emptive rights. Should capital increases be made against contributions in cash, then the provisions of Article 5 shall apply.
(4) The Board of Directors is authorized to stipulate the further content of rights under the shares and the terms and conditions of the share issue. The Board of Directors may also issue convertible bonds and stipulate their conditions.
(5) With respect to the new shares issued pursuant to the authorized capital, the statutory pre-emptive right has been excluded. With respect to the new shares issued in exchange for cash contributions, the issue price may not be significantly below the stock market price unless the Board of Directors issues the shares in accordance with the normal pre-emptive rights provided for in law.
(6) The General Shareholders’ Meeting may resolve to increase or decrease the registered capital and the authorized capital. The voting at the General Shareholders’ Meeting is subject to the same terms and conditions as those applicable for adopting amendments to the Articles and Memorandum of Association. In the event that there is a capital increase from the Company’s own funds, the authorized capital will be increased in the same proportion as the registered capital.
(7) The Company may repurchase its own shares in accordance with the provisions of the law.
(8) In the event of capital increases, the dividend rights under the new shares may be different than the dividend rights under the previously issued shares.
(1) All of the Company’s shares shall exclusively be issued as registered shares.
(2) The Company shall deem such person to be the owner of the shares in whose name these shares have been registered in the share register of the Company. Any bank or other enterprise acting as a depository agency shall only be entitled to be entered in the register upon written confirmation that the respective shares belong to such bank´s or other enterprises own assets and not any customer´s assets. Any refusal to provide such confirmation shall entitle the Company to suspend any exercise of the rights in these shares until being confirmed that the lawful owner(s) of such shares has/have been entered in the share register.
If a share is held by two or more persons, then such persons may exercise the rights under the share only through a joint representative.
Management - Supervision
(1 ) The Company shall be managed by a Board of Directors, which is composed of at least three members who need not be shareholders. The members of the Board of Directors are appointed by the General Shareholders’ Meeting for a term of office that cannot exceed six years. They may be removed by the General Shareholders’ Meeting at any time. Each member of the Board of Directors may be reappointed repeatedly.
(2) The Board of Directors has any and all powers to approve all administrative and management actions in the interests of the Company. To carry out the Company’s daily managerial affairs, the Board of Directors shall appoint an executive committee (referred to hereinafter as the “Executive Committee” ), which will be made up of at least two persons. If no Executive Committee is appointed, then the Board of Directors is obliged to carry out the Company’s day-to-day business affairs.
(3) Members of the Board of Directors who are also simultaneously members of the Executive Committee will also be designated as “Executive Members of the Board”.
(4) The Board of Directors shall appoint from amongst its members a chairman and a deputy chairman. In the absence of the chairman, the deputy chairman or, if necessary, a member designated by the Board of Directors, shall perform the chairman’s tasks.
The chairman of the Board of Directors is authorised to schedule and conduct meetings with the Executive Committee or individual members of the Executive Committee at any time.
(5) The Board of Directors may form committees, specifically an Audit Committee and an Appointments and Remuneration Committee, which will be entrusted with specific duties and which may also be composed of persons who are not members of the Board of Directors. The Board of Directors shall determine the composition of each committee. Provided they are not executive members of the Board of Directors, the chairman of the Board of Directors and his deputy are automatic members of the Audit Committee. Furthermore, the chairman of the Board of Directors, provided he is not an executive member of the Board of Directors, is an automatic member of the Appointments and Remuneration Committee.
(6) The Board of Directors has the power to stipulate the specific tasks of the Executive Committee and the individual committees. It also approves the procedures, which will be used in the Executive Committee and the individual committees.
(7) If a member of the Board of Directors (including the executive members of the Board of Directors) resigns or otherwise leaves his or her position before the end of his or her term of office, then the remaining members may fill the vacant office on an interim basis in accordance with the provisions of the law. The final election will be conducted by the shareholders at the next General Shareholders’ Meeting.
(1) Meetings of the Board of Directors should be convened at least two times each calendar year, but additional meetings may be held as required in the interests of the Company.
(2) Each member of the Board of Directors may call on the chairman to convene a meeting of the Board of Directors. If the chairman of the Board of Directors does not thereupon convene a meeting of the Board of Directors within three days, then two members of the Board of Directors are authorised to convene a meeting. A meeting is deemed to be in compliance with the law even in the absence of a written invitation, provided that all members of the Board of Directors are present or represented.
(3) The Board of Directors shall only constitute a quorum, if the majority of its members is present or represented. Members of the Board of Directors unable to attend may provide written authorisation to another member of the Board of Directors to vote on their behalf. One member of the Board of Directors may represent more than one other members of the Board of Directors. Each member of the Board of Directors shall be entitled to participate in any meeting of the Board of Directors via telephone conference or other available means of communication provided that it is ensured that all persons participating in the meeting are able to hear each other communicate with one another. A meeting may also be held entirely by telephone conference. Participating in or the holding of a meeting with the help of such means shall be regarded as a personal attendance in the respective meeting.
(4) Resolutions by the Board of Directors shall be required for all decisions of a fundamental nature or material financial significance to the Company or a holding company, unless the management rules of procedure [Geschäftsordnung] delegate this decision to a committee.
(5 ) Minutes must be kept as a record of the meetings and resolutions of the Board of Directors. They must be signed by the person who chairs the meeting and the person responsible for taking the minutes. The minutes shall be approved by the Board of Directors at the start of its next Board of Directors meeting. Copies or excerpts shall be signed by the chairman or two members of the Board of Directors.
(1) Decisions of the Board of Directors are taken by a simple majority of the votes cast. In case of a split vote, the chairman shall cast the deciding vote.
(2) Decision adopted in writing that have been authorised and signed by all members of the Board of Directors shall have the same legal validity as decisions approved at a meeting of the Board of Directors. Such signatures may be signed on a single document or on multiple copies of an identical resolution and may be confirmed by letter, fax, email or telex.
(3) The regulations stipulated in this Article shall apply analogously to any committee set up by the Board of Directors.
(1) The Company’s day-to-day business affairs are managed by the Executive Committee under the supervision of the Board of Directors. The Board of Directors shall decide on the signatory powers of the members of the Executive Committee.
(2) Furthermore, the Board of Directors shall decide on the signatory powers of the members of the Board of Directors and/or any additional authorised agents in accordance with the powers of attorney granted to them.
(3) Moreover, the Company will be legally obligated by virtue of a joint signature from two members of the Board of Directors, whereby one such signature must come from the chairman or the deputy chairman.
(1) Each member of the Board of Directors shall immediately disclose any personal financial conflicts adverse to the interests of the Company and shall ensure that such conflict of interests be entered in the minutes of the meeting. Members of the Board of Directors having a conflict of interests shall be excluded from the discussion and decision-making, if such conflict of interests is connected to the resolution to be adopted.
(2) Before the next General Shareholders’ Meeting votes on a matter, the Board of Directors must report on any conflicts of interest that have arisen and on how they were handled.
(3) In the event that a member of the Board of Directors must abstain from voting because of a conflict of interest, resolutions approved by a simple majority of the other members of the Board of Directors at such a meeting will be deemed legally valid.
The Company’s business activities will be subject to review by one or more auditors appointed by the General Shareholders’ Meeting, which shall also determine the duration of their appointment. Auditors ending their term of office may be reelected in accordance with the provisions of the law.
(1) Only those shareholders are allowed to participate in the General Meeting and to exercise voting rights who, at twenty-four hours (24.00h) on the fourteenth (14th) day before the day of the General Meeting, hold shares and submit a registration in text form in German, English or French before the General Meeting and have shown proof to the Company of their eligibility to participate. The registration must be received by the Company at the address announced for this in the notice of said meeting by the fourteenth (14th) day before the General Meeting at the latest.The Company may shorten the registration period in the interest of the shareholders and announce this in the invitation to the General Meeting.
(2) Shareholders must show proof of their eligibility for participation in the General Meeting and for exercising their voting rights. To do so, evidence in text form in German, English or French is required from the depository bank showing the holding of shares. This evidence must be received by the Company at the address announced for this in the notice of said meeting by the due date announced in the said notice of said meeting.
(3) Those persons who are entitled to participate will be sent admissions tickets and ballot papers.
(4) Voting rights may be exercised by a proxy voting representative on the basis of a written certificate of authority. Details about exercising voting rights through use of a proxy voting representative will be announced in tandem with the notice of the General Meeting.
The annual General Shareholders’ Meeting shall be held at the registered office of the Company or at another location in Luxembourg within 6 months following the termination of the preceding financial year, as specified in the invitation to the meeting.
(1) The annual General Shareholders’ Meeting shall acknowledge the reports of the Board of Directors and the auditors, and shall adopt resolutions approving the annual accounts of the Company and the Group, the amount of the dividend payment, the ratification of the actions taken by members of the Board of Directors, and any other proposals that were validly submitted to it for resolution.
(2) Each share gives the shareholder the right to cast one vote.
(3) Each shareholder has the right to demand that the voting be conducted in secret.
The General Shareholders’ Meeting may at any time amend the Company’s Articles and Memorandum of Association, subject to statutory requirements as to voting and quorum.
(1) The Board of Directors is responsible for calling ordinary and extraordinary General Shareholders’ Meetings and for disclosing the meeting agenda in the relevant invitation.
(2) The Board of Directors must call a General Meeting in the case that shareholders who represent at least ten (10) percent of the registered (subscribed) capital submit such a request in writing with inclusion of an agenda to the Board of Directors.
(1) The General Shareholders’ Meeting shall be presided over by the chairman of the Board of Directors or, in his absence, by another member of the Board of Directors as designated by the Board of Directors.
(2) The General Shareholders’ Meeting shall from its midst elect two vote counters and a secretary, who will complete the administrative bureau for the General Shareholders’ Meeting.
(3) The chairman of the meeting may approve the audiovisual transmission of the General Shareholders' Meeting using electronic media in a manner to be more specifically determined by him, provided that such measures are announced in the invitation of the General Shareholders' Meeting.
(4) The chairman of the meeting shall determine the voting procedure. He may decide on a sequence of agenda items which is different than the sequence stipulated in the invitation. The chairman of the Board of Directors may place a reasonable durational limit on the question and discussion rights of the shareholders.
(1) The minutes of the General Shareholders’ Meetings shall be signed by the members of the administrative bureau for the General Shareholders’ Meeting.
(2) Excerpts from the minutes of the General Shareholders' Meeting shall be signed by the chairman of the Board of Directors or by another member of the Board of Directors.
The Company’s fiscal year shall be the calendar year.
(1) Within three calendar months after the close of the fiscal year, the Board of Directors shall prepare the annual accounts and the consolidated annual accounts in accordance with the provisions of the law.
(2) No later than one month before the annual General Shareholders’ Meeting, the Board of Directors shall present for inspection to the account auditors all documents related to the annual accounts and the consolidated annual accounts together with its report and other documents required by law, whereupon the auditors will present their report.
(3) The annual accounts and the consolidated annual accounts, the reports of the Board of Directors and the auditors, and all documents required by law will be made available for inspection by the shareholders during normal office hours at the Company’s registered office 15 days before the scheduled date of the annual General Shareholders’ Meeting.
(1) Dividends will be paid in accordance with the provisions of the law.
(2) The Board of Directors is authorised to pay preliminary dividends in accordance with the provisions of the law.
All points that are not specified in the Articles and Memorandum of Association are governed by the provisions of the law of May 24, 2011 about the exercising of various shareholder rights at the General Meetings of publically listed companies and, inasmuch as it is applicable, the law of August 10, 1915 about trading companies as respectively amended.