O'KEY GROUP S.A.
société anonyme
Registered office: 23, rue Beaumont
L - 1219 LUXEMBOURG
R.C.S. Luxembourg: B 80.533
(the "Company")
confirms that at its Extraordinary General Meeting of the Shareholders
held on Wednesday June 10, 2015 at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg
all resolutions were adopted.
Agenda of the General Meeting
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1. |
Amendment of articles 5, 15, 16.3 and 19 of the articles of association of the Company (the "Articles") consisting in : |
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(A) |
Deletion of the second, third, fourth and fifth paragraphs of article 5 of the Articles and deletion of the wording "but without prejudice to the foregoing authorised capital," in the current sixth paragraph of article 5 of the Articles.
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(B) |
Amendment of paragraph 2 of Article 15 of the Articles so as to read as follows: "The annual General Meeting shall be held in Luxembourg at the registered office of the Company, or at any such other place as may be specified in the convening notice of the meeting, on the last Friday of the month of April at 10:00 a.m. If that day is a legal holiday in Luxembourg the annual General Meeting shall be held on the next business day at the same time."
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(C) |
Amendment of article 16.3 a) of the Articles so as to read as follows: "any changes to the issued share capital of the Company and/or any authorised share capital of the Company, including the issuance of any Securities, the repurchase or/and the redemption of any Securities."
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(D) |
Deletion of the last sentence of article 19 of the Articles;
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2. |
Inclusion in the Articles of provisions relating to the creation of a position of a Luxembourg administrative officer of the Company, which shall have the authority to manage day-to-day operations of the Company in Luxembourg. Consequently, inclusion of two additional paragraphs in article 9 of the Articles so as to read as follows: "The Board of Directors may appoint a Luxembourg administrative officer (the "Luxembourg Administrative Officer"), who need not be a member of the Board of Directors, whose duty should be inter alia to take all steps, take all actions and sign all documents necessary for managing day-to-day operations of the Company in Luxembourg. The Luxembourg Administrative Officer shall have entire power to create and use the domain name "okeygroup.lu", and to sign financial and tax reporting of the Company (other than the stand-alone and consolidated accounts and financial statements, both annual and interim). The Board may determine other responsibilities, powers and authorities of Luxembourg Administrative Officer, as well as determine the limit within which the Luxembourg Administrative Officer is authorised to undertake obligations on behalf of the Company"
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The amended version of the Articles of incorporation will be published immediately after completing formal procedures required by Luxembourg legislation.
This information is provided by RNS