TIDMEOS
ESPÍRITO SANTO FINANCIAL GROUP S.A.Société AnonymeRegistered
Office: 22-24 boulevard Royal, L-2449 LuxembourgRCS Luxembourg
B-22.232
Bearer shares: ISIN LU0011904405; Registered shares: ISIN
LU0202957089
NOTICE TO SHAREHOLDERS
Luxembourg/Portugal - 25 March 2014 - We hereby give you notice
of the Annual General Meeting of Shareholders of Espírito Santo
Financial Group S.A. (NYSE Euronext Lisbon: ESF; Bloomberg; ESF PL;
Reuters: ESF LS), (the "Company") that will be held on 25 April
2014 at 12o'clock (local time) at the Company's registered office,
22-24 boulevard Royal, L-2449 Luxembourg at which the following
Agenda will be considered:
AGENDA
Quorum and Majority Requirements
The Annual General Meeting of Shareholders (the "Meeting") of
the Company can validly consider and deliberate on the items of the
Agenda regardless of the percentage of the Company's corporate
capital being represented. Resolutions shall be adopted by a simple
majority of the votes cast by the shareholders present or
represented at the meeting.
Voting Rights and Record Date
The rights of a shareholder to attend and speak at the general
meeting to vote in respect of its shares shall be determined with
respect to the shares held by the shareholder on 11 April 2014 at
24.00 hours Luxembourg time (the "Record Date"). Only those who are
shareholders of the Company on that Record Date shall have the
right to participate and vote at the general meeting. Shareholders
shall provide satisfactory evidence to the Company as to the number
of shares held by them at the Record Date.
Declaration of Intention to Participate in the Meeting
Shareholders of the Company shall notify the Company of their
intention to participate in the Meeting by a declaration in writing
to be submitted by post or by electronic means to SG Group,
Luxembourg, in its capacity as duly mandated agent of the Company,
at the address indicated below at the latest onRecord Date.A copy
of this declaration should be sent to the Company with supporting
documents to evidence title of the shares of the Company.
Voting by Proxy or Ballot Paper
Shareholders of the Company need not be present at the Meeting
in person.
In accordance with the Luxembourg law of 24 May 2011 on the
exercise of certain rights by shareholders at general meetings of
listed companies (the"Shareholders'Rights Law"), a shareholder at
the Record Date may act at the Meeting by appointing another
person, who needs not to be a shareholder of the Company, subject
to the production of the original of the executed proxy to the
Meeting. The proxy holder shall enjoy the same rights to speak and
ask questions in the general meeting as those to which the
shareholder of the Company thus represented would be entitled. Each
shareholder shall only be represented by one proxy holder for a
given general meeting of shareholders, except if a shareholder has
shares of the Company held in more than one securities account, in
which case he may appoint one proxy holder per securities account
for the same general meeting of shareholders; a shareholder of the
Company acting professionally for the account of other natural or
legal persons may appoint each of these natural or legal persons or
third parties appointed by them.
A person acting as a proxy may hold a proxy from more than one
shareholder without limitation as to the number of shareholders of
the Company so represented. Where a proxy holder holds proxies from
several shareholders of the Company, he may cast votes for a
certain shareholder differently from votes cast for another
shareholder.
Shareholders of the Company shall appoint a proxy in writing.
Such appointment shall be notified by the shareholders to the
Company in writing by post or electronic means at the address of
the Company indicated below by no later than 22 April 2014 at 5
p.m.
Each share is indivisible as far as the Company is concerned.
The co-proprietors, the usufructuaries and bare-owners of shares,
the creditors and debtors of pledged shares must appoint one sole
person to represent them at any general meeting of
shareholders.
Shareholders of the Company acknowledge that by sending their
proxy forms with their voting instructions or their ballot paper
("formulaire") they will be deemed to consent to having the
relevant Intermediary, including but not limited to Euroclear Bank
SA/NV and Clearstream Banking, société anonyme, provide all details
concerning their identity to SG Group, Luxembourg, and to the
Company.
Alternatively, in accordance with the articles of association
and the Shareholders' Rights Law, a shareholder may cast his vote
by a ballot paper ("formulaire") expressed in the English language.
Any ballot paper ("formulaire") shall be delivered by hand with
acknowledgement of receipt, by registered post, by special courier
service using an internationally recognised courier company, by
email or fax to the Company no later than 5.00 p.m. Luxembourg time
on 22 April 2014.
Any ballot paper ("formulaire") which does not bear the mentions
or indications required by the articles of association is to be
considered void and shall be disregarded for quorum purposes. In
case a proposed resolution is amended by the general meeting of
shareholders, the votes expressed on such proposed resolution
pursuant to the ballot papers ("formulaires") received shall be
void.
Shareholders of the Company who are not personally registered in
the Company's share register may also vote by proxy or by ballot
paper ("formulaire"). To such effect, they must instruct the
commercial bank, broker, dealer, custodian, trust company, account
holder, professional securities depositary, financial institution
or other qualified intermediary through which they hold their
shares (hereinafter the "Intermediary") who handles the management
of the Company shares by using the proxy form or the ballot paper
("formulaire") (see hereafter).
Intermediaries shall ensure that the signed and dated original
proxy forms with voting instructions or the signed and dated ballot
paper form ("formulaires") are deposited in writing, by post or
electronic means at the address of SG Group, Luxembourg, in its
capacity as duly mandated agent of the Company to such effect, with
a copy to the Company, by no later than 22April 2014. Beneficial
owners of shares held through an Intermediary are urged to confirm
the deadline for receipt of their proxy forms with vote
instructions by such Intermediary to ensure their onward delivery
to SG Group, Luxembourg, in its capacity as duly mandated agent of
the Company, by the relevant date.
Relevant proxy forms and ballot paper forms ("formulaires") may
be obtained, free of charge, at the registered office of the
Company, on the Company's website www.esfg.com (the "Website") or
at SG Group, Luxembourg.
Documentation for the Meeting
The supporting documents for the Meeting are deposited and
available to the public at the Company's registered office, at SG
Group in Luxembourg and on the Company's Website from the date of
publication of this convening notice. The information available on
the Company's Website will in particular include the convening
notice, the total number of shares and voting rights at the date of
the convening notice, the draft resolutions, the documents to be
submitted to the Meeting the proxy form and the ballot paper forms
("formulaires").
Shareholders of the Company may, upon request, obtain a copy of
the full unabridged text of the documents to be submitted to the
meeting of shareholders and draft resolutions proposed to be
adopted by the meeting by electronic means at the address of the
Company below, at the registered office of the Company or at SG
Group in Luxembourg.
Right to Put Items on the Agenda and to Table Draft
Resolutions
In accordance with the Shareholders' Rights Law, shareholders
holding individually or collectively at least (5%) of the share
capital of the Company:
(a) have the right to put items on the Agenda of the meeting:
and
(b) have the right to table draft resolutions for items included
or to be included on the Agenda of the meeting.
Those rights shall be exercised upon request of the shareholders
in writing, submitted to the Company by post or electronic means at
the address of the Company indicated below. The request shall be
accompanied by a justification or a draft resolution to be adopted
in the meeting and shall include the electronic or postal address
at which the Company can acknowledge receipt of these requests. The
requests must, in addition, contain a proof of ownership of at
least 5% of the issued share capital of the Company. The requests
from shareholders shall be received by the Company at the latest on
3 April 2014, provided that the shareholder making the request is a
shareholder on the Record Date. Any draft resolution proposed in
accordance with the provisions above will be made available on the
Company's Website as soon as possible after it has been received by
the Company.
Right to Ask Questions
In accordance with the Shareholders' Rights Law, shareholders
shall have the right to ask questions at the meeting related to the
items on the agenda of the meeting. The Company shall answer the
questions put to it by its shareholders. The right to ask questions
and the obligation of the Company to answer are subject to the
measures taken by the Company to ensure the identification of
shareholders, the good order of general meetings and their
preparation as well as the protection of confidentiality and
business interests of the Company. The Company may provide one
overall answer to questions having the same content. An answer
shall be deemed to be given if the relevant information is
available on the Company's Website on a question and answer format
and by the mere reference by the Company to its Website.
The contact details of the Company and of the Mandated Agent of
the Company are as follows:
The CompanyEspírito Santo Financial Group S.A.22/24 boulevard
Royal, L- 2449 LuxembourgFax: +352 435410, Email: tsouza@esfg.com,
Attention: Company Secretary
The Mandated AgentSG Group231 Val des Bons Malades, L-2121
Luxembourg-KirchbergFax: +352 435 410, Email:
mh.goncalves@sgluxembourg.eu
In accordance with the Luxembourg law dated 11 January 2008
concerning the transparency obligations of security issues, any
shareholder is obliged to notify the Company of the percentage of
voting rights held by such shareholder where the percentage
reaches, exceeds or falls below the thresholds of 5%, 10%, 15%,
20%, 25%, 33.1/3%, 50%, 66.2/3%, unless a notification for the same
purpose has already been made. The aggregation of the
aforementioned thresholds is to be made in accordance of Article 9
of such law.
The Board of Directors Luxembourg, 25 March 2014
This information is provided by Business Wire
Espirito Santo (LSE:EOS)
Historical Stock Chart
From May 2024 to Jun 2024
Espirito Santo (LSE:EOS)
Historical Stock Chart
From Jun 2023 to Jun 2024
