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    DGAP-News  427  0 Kommentare ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung (deutsch)

    ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung

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    DGAP-News: ADO Properties S.A. / Schlagwort(e): Hauptversammlung

    ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung

    31.03.2017 / 07:00

    Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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    ADO Properties S.A.

    Société anonyme

    Registered office: L-2453, 20 rue Eugène Ruppert Grand Duchy of Luxembourg

    RCS Luxembourg: B197554 (the "Company")

    The shareholders of the Company are invited to attend the

    Extraordinary General Meeting and Annual General Meeting of Shareholders

    on Tuesday, 2 May 2017 at Aerogolf Center, 1B Heienhaff, L-1736

    Senningerberg, Grand Duchy of Luxembourg

    in order to deliberate on the following matters:

    Agenda and proposed resolutions of the Extraordinary General Meeting of

    Shareholders ("EGM" ) taking place from 1pm.:

    Introduction

    The amended version of the articles of association of the Company (in

    English and German) is available on www.ado.properties under "Investor

    Relations". Shareholders may also obtain a copy of same free of charge at

    the Company's registered office, by calling +352 26 493 412, sending a fax

    to +352 27 860 722, or by making a request by e-mail to

    agm2017@ado.properties.

    1. Amendment of Article 1 of the articles of association to read as

    follows:- "Article 1. Form, Denomination There exists a Luxembourg sociéte

    anonyme under the name of ADO Properties S.A. (the "Company") governed by

    the laws of Luxembourg and the present articles of association (the

    "Articles" or the "Articles of Association").

    Background

    This article shall be amended to delete the wording "Between those present

    this day and all persons who become owners of the shares mentioned

    hereafter." because such wording, in particular the reference to "this day"

    is not appropriate in articles which have been amended a number of times.

    Draft resolution (EGM Resolution I)

    The General Meeting resolves to amend Article 1 of the articles of

    association to read as follows:- "Article 1. Form, Denomination There exists

    a Luxembourg sociéte anonyme under the name of ADO Properties S.A. (the

    "Company") governed by the laws of Luxembourg and the present articles of

    association (the "Articles" or the "Articles of Association").

    2. Decision to move the registered office of the Company to Aerogolf Center,

    1B Heienhaff, L-1736 Senningerberg and amendment of the first and second

    paragraphs of Article 3 of the articles of association to read as follows:-

    "The Company shall have its registered office in Niederanven in the Grand

    Duchy of Luxembourg.

    The Board of Directors shall also have the right to set up offices,

    administrative centres, agencies and subsidiaries wherever it shall see fit,

    either within or outside the Grand-Duchy of Luxembourg. Without prejudice of

    the general rules of law governing the termination of contracts, the

    registered office may be transferred to any other place within the City of

    Luxembourg and to another municipality by decision of the Board of

    Directors, which is authorised to amend these Articles in case of such

    transfer."

    Background

    It is intended to move the registered office to the address of a

    domiciliation agent based in the municipality of Niederanven.

    Article 3 is to be updated to authorise the board of directors of the

    Company (the "Board of Directors"), in line with changes to the Luxembourg

    law relating to commercial companies (the "Company Law"), to not only

    transfer the registered office of the Company within a Luxembourg

    municipality but to also to transfer it to another municipality and to

    change the articles of the Company accordingly.

    Draft resolution (EGM Resolution II)

    The General Meeting resolves to move the registered office of the Company to

    Aerogolf Center, 1B Heienhaff, L-1736 Senningerberg and to amend the first

    and second paragraph of Article 3 of the articles of association to read as

    follows:-

    "The Company shall have its registered office in Niederanven in the Grand

    Duchy of Luxembourg.

    The Board of Directors shall also have the right to set up offices,

    administrative centres, agencies and subsidiaries wherever it shall see fit,

    either within or outside the Grand-Duchy of Luxembourg. Without prejudice of

    the general rules of law governing the termination of contracts, the

    registered office may be transferred to any other place within the City of

    Luxembourg and to another municipality by decision of the Board of

    Directors, which is authorised to amend these Articles in case of such

    transfer."

    3. Amendment of the second and third paragraphs of Article 5 and insertion

    of new paragraphs 4 and 5 into Article 5 of the articles of association such

    that the second and third paragraphs and the new fourth and fifth paragraphs

    of Article 5 shall read as follows:

    "The authorised capital of the Company is set at seven hundred and fifty

    million Euros (750,000,000) without nominal value. The authorisation to

    issue Shares thereunder is valid for a period ending five (5) years from the

    date of the publication of the resolution creating the authorised capital in

    the official gazette of Luxembourg (unless amended or extended by the

    general meeting of shareholders (the "General Meeting").

    The Board of Directors or delegate(s) duly appointed by the Board of

    Directors, may from time to time issue such shares within the authorised

    share capital at such times and on such terms and conditions, including the

    issue price, as the Board of Directors or its delegate(s) may in its or

    their discretion resolve and the Board of Directors is further authorised to

    arrange for a requisite change of these articles to reflect such increase.

    The Board of Directors is authorised to suppress, limit or waive any

    pre-emptive subscription rights of shareholders to the extent it deems

    advisable for any issues of shares within the authorised capital.

    The Board of Directors is authorised to attribute existing shares or issue

    new shares to the following persons free of charge:

    - employees or a certain category of employees of the Company;

    - employees of subsidiaries in which the Company holds directly or

    indirectly at least 10 per cent of capital or voting rights;

    - employees of companies of which at least 50 per cent of the capital or

    voting rights are held directly or indirectly by a company that itself holds

    directly or indirectly at least 50 per cent of the capital of the Company;

    - officers of the Company or of any of the companies mentioned above or

    certain categories of such officers.

    The Board of Directors is authorised to determine the conditions and

    modalities of any attribution or issue of shares free of charge (including

    any required minimum holding period)."

    Background

    The word "un-issued" in the second paragraph of Article 5 has been deleted

    to clarify that the amount of the authorised capital includes both issued

    and unissued shares. The wording "(Mémorial C, Recueil des Sociétés et

    Associations)" has been deleted because this is no longer the official

    gazette of Luxembourg.

    The sentence in the third paragraph of Article 5 relating to the

    authorisation of the Board of Directors to issue shares to board members,

    executives etc. has been deleted but replaced with a more specific

    authorisation in the new paragraph 4 (see below) which is more closely

    aligned with the amended Company Law provisions. The wording "and the Board

    of Directors is further authorised to arrange for a requisite change of

    these articles to reflect such increase" has been added to the third

    paragraph of Article 5 to clarify that the Board of Directors has this power

    under the Company Law.

    The insertion of the new fourth and fifth paragraphs is for the purpose of

    allowing the Board to issue free shares under employee and/ or management

    incentive schemes As with the issue of any shares by the Board of Directors

    within the limits of the authorised capital, the Board of Directors shall be

    authorised to issue such new shares without granting preferential

    subscription rights to existing shareholders. In this respect the board of

    directors has issued a special report justifying why this authorisation

    should be given.

    Draft resolution (EGM Resolution III)

    The General Meeting resolves to amend the second and third paragraphs of

    Article 5 and insert a new paragraph 4 and 5 into Article 5 of the articles

    of association such that the second and third paragraphs and the new fourth

    and fifth paragraphs of Article 5

    "The authorised capital of the Company is set at seven hundred and fifty

    million Euros (750,000,000) without nominal value. The authorisation to

    issue Shares thereunder is valid for a period ending five (5) years from the

    date of the publication of the resolution creating the authorised capital in

    the official gazette of Luxembourg (unless amended or extended by the

    general meeting of shareholders (the "General Meeting").

    The Board of Directors or delegate(s) duly appointed by the Board of

    Directors, may from time to time issue such shares within the authorised

    share capital at such times and on such terms and conditions, including the

    issue price, as the Board of Directors or its delegate(s) may in its or

    their discretion resolve and the Board of Directors is further authorised to

    arrange for a requisite change of these articles to reflect such increase.

    The Board of Directors is authorised to suppress, limit or waive any

    pre-emptive subscription rights of shareholders to the extent it deems

    advisable for any issues of shares within the authorised capital.

    The Board of Directors is authorised to attribute existing shares or issue

    new shares to the following persons free of charge:

    - employees or a certain category of employees of the Company;

    - employees of subsidiaries in which the Company holds directly or

    indirectly at least 10 per cent of capital or voting rights;

    - employees of companies of which at least 50 per cent of the capital or

    voting rights are held directly or indirectly by a company that itself holds

    directly or indirectly at least 50 per cent of the capital of the Company;

    - officers of the Company or of any of the companies mentioned above or

    certain categories of such officers.

    The Board of Directors are authorised to determine the conditions and

    modalities of any attribution or issue of shares free of charge (including

    any required minimum holding period)."

    4. Insertion of a new sentence into the penultimate paragraph of Article 6

    so that such paragraph shall read as follows:

    "The Company will recognise only one holder per share. In case a share is

    held by more than one person, the persons claiming ownership of the share

    will be required to name a single proxy to represent the share vis-à-vis the

    Company. The Company has the right to suspend the exercise of all rights

    attached to such share until one person has been appointed in this way. The

    same rule shall apply in the case of a conflict between a pledgor and a

    pledgee. However, where a share is held by more than one person, each such

    person shall have the rights set out in Article 73 of the law of 10 August

    1915 on commercial companies, as amended from time to time."

    Background

    This sentence is to be introduced to clarify that, further to the changes to

    the Company Law, in case a share is held by more than one person, each such

    person shall have the right, inter alia, eight (8) days before an annual

    general meeting to consult and obtain free of charge certain documents

    (including financial statements and the lists of members of the Board of

    Directors) at the registered office of the Company and to take part in

    annual general meetings but only as an observer.

    Draft resolution (EGM Resolution IV)

    The General Meeting resolves to insert a new sentence into the penultimate

    paragraph of Article 6 so as to amend the penultimate paragraph of Article 6

    to read as follows:

    "The Company will recognise only one holder per share. In case a share is

    held by more than one person, the persons claiming ownership of the share

    will be required to name a single proxy to represent the share vis-à- vis

    the Company. The Company has the right to suspend the exercise of all rights

    attached to such share until one person has been appointed in this way. The

    same rule shall apply in the case of a conflict between a pledgor and a

    pledgee. However, where a share is held by more than one person, each such

    person shall have the rights set out in Article 73 of the law of 10 August

    1915 on commercial companies, as amended from time to time."

    5. Amendment of Article 7 of the articles of association to read as follows:

    "Article 7. Voting rights

    Each share shall entitle the holder to one vote at all General Meetings

    subject to the provisions of applicable law.

    Each shareholder may in relation to the shares held by it agree either

    temporarily or permanently not to exercise all or any part of its voting

    right. Such a waiver binds the waiving shareholder and engages the Company

    from the time of notification of the decision."

    Background

    The new provision will allow any shareholder to waive its voting rights

    either temporarily or permanently and provides that such waiver shall be

    binding between the relevant shareholder and the Company.

    Draft resolution (EGM Resolution V)

    The General Meeting resolves to amend Article 7 of the articles of

    association to read as follows:

    "Article 7. Voting rights

    Each share shall entitle the holder to one vote at all General Meetings

    subject to the provisions of applicable law.

    Each shareholder may in relation to the shares held by it agree either

    temporarily or permanently not to exercise all or any part of its voting

    right. Such a waiver binds the waiving shareholder and engages the Company

    from the time of notification of the decision."

    6. Insertion of a new sentence at the end of the fifth paragraph of Article

    8 of the articles of association so that such paragraph will read as follows

    "The Chairman of the Board of Directors shall preside at meetings of the

    Board of Directors. In his absence, the Executive Vice-Chairman or one of

    the deputy chairmen of the Board of Directors shall take his place. In case

    of a parity of votes the vote of the Chairman shall be decisive."

    Background

    The new sentence will clarify that the Chairman has a decisive vote in case

    of a parity of votes at board level.

    Draft resolution (EGM Resolution VI)

    The General Meeting resolves to insert a new sentence at the end of the

    fifth paragraph of Article 8 of the articles of association so that such

    paragraph will read as follows:

    "The Chairman of the Board of Directors shall preside at meetings of the

    Board of Directors. In his absence, the Executive Vice-Chairman or one of

    the deputy chairmen of the Board of Directors shall take his place. In case

    of a parity of votes the vote of the Chairman shall be decisive."

    7. Insertion of a new paragraph 18 into Article 8 of the articles of

    association so that paragraph 18 of Article 8 will read as follows

    "The Board of Directors may, under its supervision, delegate powers to a

    management committee or a general manager subject to such delegation not

    being made in respect of the strategy of the Company or the entirety of all

    the powers of the Board of Directors."

    Background

    The new paragraph provides more flexibility for the Board of Directors to

    delegate its powers whilst still remaining in overall control.

    Draft resolution (EGM Resolution VII)

    The General Meeting resolves to insert a new paragraph 18 into Article 8 of

    the articles of association so that paragraph 18 of Article 8 will read as

    follows

    "The Board of Directors may, under its supervision, delegate powers to a

    management committee or a general manager subject to such delegation not

    being made in respect of the strategy of the Company or the entirety of all

    the powers of the Board of Directors."

    8. Amendment to Article 10, paragraph 3 of the articles of association and

    insertion of a new paragraph 4 so that paragraphs 3 and 4 of Article 10 will

    read as follows:

    "In the event that any member of the Board of Directors of the Company shall

    have any conflicting financial interest ("intérêt de nature patrimoniale

    opposé à celui de la société") within the meaning of article 57 of the law

    of 10 August 1915, as amended, on commercial companies in any transaction

    involving the Company, such member of the Board of Directors shall make

    known to the Board of Directors such conflicting interest and shall not

    consider or vote on such transaction, and such transaction and such member's

    interest therein shall be recorded and reported to the next succeeding

    General Meeting. These provisions do not apply if the decisions to be taken

    by the Board of Directors concern routine business operations that are to be

    concluded under arm's length conditions.

    If by reason of a conflict of interest the quorum or majority requirements

    for a vote on an agenda item is not met, the Board of Directors shall be

    able to refer the agenda item in question to the general meeting of

    shareholders for decision."

    Background

    The amendment to paragraph 3 clarifies that the conflicting interest must be

    in respect of financial nature and updates the cross-reference to the

    relevant provision of the Company Law.

    The new paragraph 4 gives the Board of Directors power to refer an item to

    the general meeting of shareholders for decision if the Board is prevented

    from taking a decision on the matter by reason of a conflict of interest.

    Draft resolution (EGM Resolution VIII)

    The General Meeting resolves to amend Article 10, paragraph 3 of the

    articles of association and insert a new paragraph 4 so that paragraphs 3

    and 4 of Article 10 will read as follows:

    "In the event that any member of the Board of Directors of the Company shall

    have any conflicting financial interest ("intérêt de nature patrimoniale

    opposé à celui de la société") within the meaning of article 57 of the law

    of 10 August 1915, as amended, on commercial companies in any transaction

    involving the Company, such member of the Board of Directors shall make

    known to the Board of Directors such conflicting interest and shall not

    consider or vote on such transaction, and such transaction and such member's

    interest therein shall be recorded and reported to the next succeeding

    General Meeting. These provisions do not apply if the decisions to be taken

    by the Board of Directors concern routine business operations that are to be

    concluded under arm's length conditions.

    If by reason of a conflict of interest the quorum or majority requirements

    for a vote on an agenda item is not met, the Board of Directors shall be

    able to refer the agenda item in question to the general meeting of

    shareholders for decision."

    9. Amendment of paragraph 4 of Article 12 so that it reads as follows:-

    "The convening notice is to be published at least thirty days before the day

    of the meeting in the Recueil électronique des sociétés et associations (the

    "RESA"), a Luxembourg newspaper and in media which may reasonably be relied

    upon for the effective dissemination of information to the public throughout

    the European Economic Area, and which is accessible rapidly and on a

    nondiscriminatory basis. If a general meeting of the shareholders is

    adjourned for lack of quorum, provided that the convening requirements have

    been complied with and no new item has been added to the agenda, the thirty

    (30) day period is reduced to a seventeen (17) day period. The convening

    notices are communicated, in the time-frame stated in the preceding

    paragraphs, to directors and the approved statutory auditor (réviseur

    d'entreprises agréé). Such communication must be by mail unless the

    addressees have individually, expressly and in writing, accepted to receive

    the convening notice by another means of communication, the performance of

    this formality not needing to be justified."

    Background

    The amendment of paragraph 4 is necessary because the Mémorial, Recueil des

    Sociétés et Associations has been replaced as official gazette by the

    Recueil électronique des sociétés et associations.

    Draft resolution (EGM Resolution IX)

    The General Meeting resolves to amend paragraph 4 of Article 12 so that it

    reads as follows

    "The convening notice is to be published at least thirty days before the day

    of the meeting in the Recueil électronique des sociétés et associations (the

    "RESA"), a Luxembourg newspaper and in media which may reasonably be relied

    upon for the effective dissemination of information to the public throughout

    the European Economic Area, and which is accessible rapidly and on a

    non-discriminatory basis. If a general meeting of the shareholders is

    adjourned for lack of quorum, provided that the convening requirements have

    been complied with and no new item has been added to the agenda, the thirty

    (30) day period is reduced to a seventeen (17) day period. The convening

    notices are communicated, in the time-frame stated in the preceding

    paragraphs, to directors and the approved statutory auditor (réviseur

    d'entreprises agréés). Such communication must be by mail unless the

    addressees have individually, expressly and in writing, accepted to receive

    the convening notice by another means of communication, the performance of

    this formality not needing to be justified."

    10. Amendment of the first paragraph of Article 13 of the articles of

    association so that it reads as follows:

    "The Annual General Meeting of Shareholders shall be held in accordance with

    Luxembourg law within six months of the end of the Company's financial year

    at the Company's registered office or at any other place in the Grand-Duchy

    of Luxembourg indicated in the convening notice.

    Background

    The amendment removes the requirement to hold the Annual General Meeting on

    a specific date and at a predetermined time and, therefore, allows the Board

    of Directors to be more flexible in terms of calling such meeting but

    subject to the meeting being held within the legal timeframe of six months

    from the end of the Company's financial year.

    Draft resolution (EGM Resolution X)

    The General Meeting resolves to amend the first paragraph of Article 13 of

    the articles of association so that it reads as follows:

    "The Annual General Meeting of Shareholders shall be held in accordance with

    Luxembourg law within six months of the end of the Company's financial year

    at the Company's registered office or at any other place in the Grand-Duchy

    of Luxembourg indicated in the convening notice."

    Agenda and Proposed Resolutions of

    the Annual General Meeting (the "AGM")

    taking place from 2 p.m.:

    1. Presentation of the management report of the Board of Directors for the

    financial year ending 31 December 2016 and the reports of the independent

    auditor on the stand-alone annual financial statements and the consolidated

    financial statements of the Company for the financial year ending 31

    December 2016.

    No resolution required.

    2. Approval of the stand-alone annual financial statements of the Company

    for the financial year ending 31 December 2016.

    Draft resolution (AGM Resolution I)

    The General Meeting, after having reviewed the management report of the

    Board of Directors and the report of the independent auditor, approves the

    stand-alone annual financial statements for the financial year ending 31

    December 2016 in their entirety, showing a profit for that year of EUR

    21,579,721, established in accordance with Luxembourg GAAP.

    3. Approval of the consolidated financial statements of the Company for the

    financial year ending 31 December 2016.

    Draft resolution (AGM Resolution II)

    The General Meeting, after having reviewed the management report of the

    Board of Directors and the report of the independent auditor, approves the

    consolidated financial statements of the Company established in accordance

    with international accounting standards for the financial year ending 31

    December 2016, showing a consolidated net profit of EUR 410,768,921

    (rounded).

    4. Approval of the allocation of results and determination of the dividend.

    Draft resolution (AGM Resolution III)

    The General Meeting acknowledges that the net profit of the Company amounts

    to EUR 21,579,721 according to the stand-alone financial statements

    established in accordance with Luxembourg GAAP.

    On this basis the General Meeting, upon the proposal of the Board of

    Directors, decides to pay out a dividend from the distributable results

    consisting of retained earnings and share premium and to allocate the

    results of the Company based on the stand-alone annual financial statements

    of the Company for the financial year ending 31 December 2016.

    Distributable profits December 31, 2016:

    In EUR

    Share Capital 54,684

    Profit brought forward - opening balance 01.01.2016 7,913,557

    Profit (loss) for year 2016 21,579,721

    Closing balance as at 31.12.2016 29,493,278

    Restricted profits:

    Allocation to the legal reserve (1,128)

    Net book value of formation expenses as 31.12.2016 (10,560,580)

    Distributable amount retained earnings 18,931,570

    Share premium account 845,258,737

    Total maximum distributable amount 864,190,307

    Proposed dividend from retained earnings (18,931,570)

    Proposed dividend from share premium (913,430)

    Total proposed dividend (0.45 EUR per share) (19,845,000)

    Distributable amount carried forward 844,345,307

    The General Meeting acknowledges that the record date determining the

    eligibility to receive a dividend payment shall be 3 May 2017, and that the

    payment of dividends shall commence on 5 May 2017.

    5. Confirmation of the appointment of Mr Jörn Stobbe as an independent

    director of the Company for a period running from 1 September 2016 until the

    annual general meeting to take place in the year 2019.

    Draft resolution (AGM Resolution IV)

    The General Meeting ratifies and confirms the appointment of Mr Jörn Stobbe,

    co-opted as director at a board meeting held on 16 August 2016 following the

    resignation of Mr Jörg Schwagenscheidt, as director of the Company. The

    appointment is confirmed to run from 1 September 2016 until the annual

    general meeting to take place in the year 2019.

    6. Approval of increase of the fixed annual fees of independent board

    members to EUR 50,000 per year from 1 September 2016

    Draft resolution (AGM Resolution V)

    The General Meeting ratifies and confirms the decision of the board meeting

    held on 16 August 2016 to increase the fixed annual fees of independent

    board members from EUR 30,000 to EUR 50,000 per year from 1 September 2016.

    7. Approval of the discharge of all directors having held office during the

    financial year ending 31 December 2016

    Draft resolution (AGM Resolution VI)

    The General Meeting decides to grant discharge to all directors having held

    office during the financial year ending 31 December 2016.

    8. Approval of the re-appointment of KPMG Luxembourg as independent auditor

    of the Company until the annual general meeting to take place in 2018.

    Draft resolution (AGM Resolution VII)

    The General Meeting decides to approve the re-appointment of KPMG

    Luxembourg, société cooperative, with registered office at 39, avenue John

    F. Kennedy, L-1855 Luxembourg as independent auditor of the Company until

    the annual general meeting to take place in 2018.

    *****

    I QUORUM AND VOTING

    The EGM will validly deliberate on all resolutions on its agenda provided a

    quorum of 50% of the Company's issued share capital is present or

    represented. If the aforementioned quorum is not met, the EGM may be

    reconvened by the Board of Directors and at the reconvened meeting no quorum

    will be required. The resolutions will be validly adopted only if approved

    by at least 2/3 of the votes cast at the EGM or any reconvened meeting. Each

    share is entitled to one vote.

    The AGM will validly deliberate on all resolutions on the agenda regardless

    of the number of shareholders present and of the number of shares

    represented, and the resolutions relating to these agenda items will be

    adopted by a simple majority of the votes validly cast by shareholders

    present or represented. Each share is entitled to one vote.

    II RIGHT OF SHAREHOLDERS TO ADD ITEMS TO THE AGENDA OR TO TABLE ALTERNATIVE

    RESOLUTIONS

    Shareholders holding individually or collectively at least 5% of the issued

    share capital of the Company have the right (a) to add new items on the

    agenda of the EGM and AGM (the "Meetings") and/or (b) to table draft

    resolutions regarding existing or new agenda items.

    Those rights shall be exercised by a request in writing accompanied by (i)

    the text of the new agenda item and/ or a draft resolution as well as the

    reasons for submitting such request, or (ii) an alternative resolution for

    an existing agenda item with a clear identification of the existing agenda

    item, the text of the proposed alternative resolution and the reasons for

    submitting such request and (iii) the name of a contact person and a contact

    address (postal address and e-mail) at which the Company can acknowledge

    receipt of the request. The request must also be accompanied by a

    Shareholding Confirmation Certificate (as defined below) attesting to the

    holding by the shareholder or shareholders of at least 5% of the issued

    share capital of the Company on the Record Date (as defined below).

    Any such request and accompanying documents from shareholders must be

    received by the Company not later than 10 April 2017 at one of the following

    addresses:

    ADO Properties

    20 Rue Eugene Ruppert

    L-2453 Luxembourg

    Grand Duchy of Luxembourg or agm2017@ado.properties

    The Company shall confirm receipt of the request within forty-eight hours

    from receipt.

    The Company will then publish a revised agenda at the latest on 17 April

    2017. The text of the proposed resolutions will be published by the Company

    as soon as possible from receipt on its website www.ado.properties/AGM2017.

    III RIGHT TO ASK QUESTIONS

    Every shareholder has the right to ask questions concerning items on the

    agenda of the Annual General Meeting and Extraordinary General Meeting ahead

    of and during the meetings. The Company will respond to such questions on a

    best efforts basis and may, at its choice, reply to such questions either

    globally or individually, during the relevant Meeting. Questions asked

    before the Meetings must be sent by email to agm2017@ado.properties and

    shall include the shareholder's full name and address and shall attach a

    Shareholding Confirmation Certificate (as defined below) attesting to the

    holding by the shareholder or shareholders of shares of the Company on the

    Record Date (as defined below).

    IV ATTENDANCE

    The rights of shareholders to attend the Meetings and exercise voting rights

    are subject to such shareholders being shareholders of the Company at

    midnight (24:00) Luxembourg time on 18 April 2017 (the "Record Date", i.e.

    the day falling fourteen (14) days before the date of the Meetings)).

    In order to attend the Meetings, a shareholder must:-

    (i) indicate to the Company his/her/its intention to participate so that

    such confirmation is received by the Company at the latest by 23:59 CET on

    18 April 2017, the Record Date. This confirmation of participation may be

    given in writing (including by email) by a shareholder directly or someone

    on its behalf.

    (ii) duly complete and sign and deliver to the Company an Attendance and

    Proxy Form so that it is received by the Company at the latest by noon

    (12:00 noon CET) on 28 April 2017. A template form is available on the

    Company's website at www.ado.properties/AGM2017.) (NOTE: if this Attendance

    and Proxy Form is delivered to the Company by 23:59 CET on 18 April 2017 -

    the Record Date, it will also serve as confirmation of that shareholder's

    intention to participate in the Meetings, thus satisfying item (i) above.)

    (iii) procure that a Shareholding Confirmation Certificate is received by

    the Company at the latest by noon (12:00 noon CET) on 28 April 2017. This

    document must indicate the shareholder's name and the number of Company

    shares held at midnight, (24:00) Luxembourg time on the Record Date. The

    Shareholding Confirmation Certificate shall be issued by the bank, the

    professional securities' depositary or the financial

    institution where the shares are on deposit. A template form is available on

    the Company's website at www.ado.properties/AGM2017.)

    Any of the above confirmations/documents to be sent by post or electronic

    means shall be sent to:

    ADO Properties

    20 Rue Eugene Ruppert L-2453 Luxembourg

    Grand Duchy of Luxembourg or agm2017@ado.properties

    Shareholders attending in person must bring proof of their identity in form

    of a valid passport or identity card to the Meetings.

    Persons designated as proxyholder must bring the Attendance and Proxy Form

    and proof of their identity in form of a valid passport or identity card to

    the Meetings.

    V FURTHER INFORMATION AND QUESTIONS

    All queries in relation to the Meetings may be addressed by shareholders to

    the following addresses: agm2017@ado.properties

    A copy of the complete documentation related to the Meetings is available at

    the registered office of the Company and on the Company's website under

    www.ado.properties/AGM2017.

    The Board of Directors

    Mr. Moshe Lahmani (The Chairman)

    ---------------------------------------------------------------------------

    31.03.2017 Veröffentlichung einer Corporate News/Finanznachricht,

    übermittelt durch DGAP - ein Service der EQS Group AG.

    Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

    Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,

    Corporate News/Finanznachrichten und Pressemitteilungen.

    Medienarchiv unter http://www.dgap.de

    ---------------------------------------------------------------------------

    Sprache: Deutsch

    Unternehmen: ADO Properties S.A.

    20 rue Eugène Ruppert

    L-2453 Luxemburg

    Großherzogtum Luxemburg

    Telefon: +352 26 493 412

    Fax: +352 27 860 722

    E-Mail: ir@ado.properties

    Internet: www.ado.immo

    ISIN: LU1250154413

    WKN: A14U78

    Indizes: SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT

    Developed Europe Index, FTSE EPRA/NAREIT Germany Index

    Börsen: Regulierter Markt in Frankfurt (Prime Standard);

    Freiverkehr in Düsseldorf, Stuttgart, Tradegate

    Exchange

    Ende der Mitteilung DGAP News-Service

    ---------------------------------------------------------------------------

    560405 31.03.2017

    °




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    DGAP-News ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung (deutsch) ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung ^ DGAP-News: ADO Properties S.A. / Schlagwort(e): Hauptversammlung ADO Properties S.A.: Bekanntmachung der Einberufung zur Hauptversammlung 31.03.2017 / 07:00 Für den Inhalt …