Codere Online Luxembourg, S.A 6-K, filed Jun 21, 2022
Codere Online Luxembourg, S.A. (CDRO)
About this 6-K
Codere Online Luxembourg, S.A filed this 6-K on June 21, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2022
Commission file number: 001-41107
Codere Online Luxembourg, S.A.
(Exact name of Registrant as specified in its charter)
7
rue Robert Stümper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes ☐ | No ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes ☐ | No ☒ |
Codere Online Luxembourg, S.A.
Explanatory Note
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
Exhibit Index
Exhibit |
Description of Exhibit | |
| 99.1 | Convening Notice to the Annual General Meeting of Shareholders |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Codere Online Luxembourg, S.A. | ||
| By: | /s/ Oscar Iglesias | |
| Name: | Oscar Iglesias | |
| Title: | Director and Chief Financial Officer | |
Date: June 20, 2022
2
Exhibit 99.1
Codere Online Luxembourg, S.A.
Société anonyme
Registered office: 7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 255798
| Convening
notice to the ANNUAL General Meeting of the shareholders OF Codere Online Luxembourg, S.A. (the “Company”) to be held AT THE REGISTERED OFFICE OF THE COMPANY ON 30 JUNE 2022 AT 5:00 P.M. (LUXEMBOURG TIME) |
Dear Shareholders,
The board of directors of the Company (the “Board of Directors”) is pleased to invite you to participate in the annual general meeting of shareholders of the Company (the “Annual General Meeting” or the “General Meeting”) to be held at the registered office of the Company on 30 June 2022 at 5:00 p.m. (Luxembourg time) with the following agenda items:
Agenda of the Annual
General Meeting
| 1. | Presentation of the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the first financial year of the Company starting on 4 June 2021 and ending on 31 December 2021 (hereafter, the “financial year ended 31 December 2021”). |
No resolution is required on this item.
| 2. | Presentation and approval of the statutory annual accounts of the Company for the financial year ended 31 December 2021. |
Proposed resolution:
After presentation and review of the statutory annual accounts for the financial year ended 31 December 2021, and of the report of the statutory auditor (commissaire aux comptes) of the Company on such statutory annual accounts, the General Meeting resolves to approve the statutory annual accounts of the Company for the financial year ended 31 December 2021.
| 3. | Allocation of the financial results in relation to the financial year ended 31 December 2021. |
Proposed resolution:
The General Meeting acknowledges that it appears from the statutory annual accounts of the Company for the financial year ended 31 December 2021 that the financial results for the financial year ended 31 December 2021 consist of a loss amounting to EUR 31,779,676.26 and resolves to carry forward such loss.
| 4. | Discharge to be granted to Mr. Patrick Joseph Ramsey in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “1915 Law”), the General Meeting resolves to grant full discharge to Mr. Patrick Joseph Ramsey in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 5. | Discharge to be granted to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 6. | Discharge to be granted to Mr. Oscar Iglesias Sanchez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Oscar Iglesias Sanchez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
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| 7. | Discharge to be granted to Mr. Alejandro Rodino in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Alejandro Rodino in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 8. | Discharge to be granted to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 9. | Discharge to be granted to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 10. | Discharge to be granted to Dr. Martin M. Werner in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Dr. Martin M. Werner in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
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| 11. | Discharge to be granted to Mr. Daniel Salim in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Daniel Salim in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 12. | Discharge to be granted to Mr. Gonzalo De Osma Bucero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Gonzalo De Osma Bucero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| 13. | Decision to appoint with immediate effect Mr. Patrick Joseph Ramsey to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Patrick Joseph Ramsey as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
| 14. | Decision to appoint with immediate effect Mr. Moshe Edree to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Moshe Edree as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
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| 15. | Decision to appoint with immediate effect Mr. Oscar Iglesias Sanchez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Oscar Iglesias Sanchez as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
| 16. | Decision to appoint with immediate effect Mr. Alejandro Rodino to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Alejandro Rodino as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
| 17. | Decision to appoint with immediate effect Mr. Laurent Teitgen to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Laurent Teitgen as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
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| 18. | Decision to appoint with immediate effect Mr. Daniel Valdez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Daniel Valdez as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
| 19. | Decision to appoint with immediate effect Dr. Martin M. Werner to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Dr. Martin M. Werner as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
* *
*
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| The health and well-being of our various shareholders is our top priority. In view of the ongoing Covid-19 pandemic and as permitted by and in accordance with the law of 23 September 2020, as amended from time to time, implementing measures concerning the holding of meetings in companies and other legal entities (the “Law of 23 September 2020”), we are taking precautionary measures in line with the guidance from public health authorities and are holding the Annual General Meeting without a physical presence of shareholders. As a result, the only way for you to participate in the Annual General Meeting is by a vote in writing or by appointing a special attorney designated by the Company. |
WE KINDLY ASK YOU TO PLEASE CAREFULLY READ AND FOLLOW THE RULES GOVERNING THE HOLDING OF THE ANNUAL GENERAL MEETING SET OUT HEREAFTER:
AVAILABLE INFORMATION AND DOCUMENTATION
The following information is available on the Company’s website: https://www.codereonline.com/
| ● | this convening notice for the Annual General Meeting (which includes draft resolutions in relation to the above agenda points to be adopted at the Annual General Meeting); and |
| ● | the Attendance and Proxy Form (as defined below and to be provided by the Depository (as defined below) together with the convening notice for the Annual General Meeting). |
The following documents shall be available at the Company’s registered office eight (8) days prior to the Annual General Meeting:
| ● | the statutory annual accounts of the Company for the financial year ended 31 December 2021. |
| ● | the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the financial year ended 31 December 2021. |
These documents may also be obtained upon written request to the Company and providing evidence of ownership, by any shareholder, free of charge from the Company, eight (8) days prior to the Annual General Meeting.
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QUORUM AND MAJORITY
Please note that, in accordance with article 13.5 of the articles of association of the Company (the “Articles”), the resolutions on the agenda items of the Annual General Meeting shall be validly passed if approved by a majority of votes cast in accordance with the voting arrangements and instructions set out in this Convening Notice, provided that at least 33 1/3% of the ordinary shares of the Company are present or represented at the Annual General Meeting (the “Quorum”).
In accordance with Article 13.12 of the Articles, Attendance and Proxy Forms which show neither a vote in favour, nor against the resolutions, nor an abstention, shall be void and shall not be taken into account for the determination of the Quorum.
RECORD DATE AND SHAREHOLDING CONFIRMATION CERTIFICATE
In accordance with Article 13.10 of the Articles, the Board of Directors has determined as the record date for admission to the Annual General Meeting close of business (11:59 p.m. Luxembourg time, 5:59 p.m. EST) on 10 June 2022 (the “Record Date”).
Any shareholder who holds one or more ordinary shares(s) of the Company on the Record Date may vote at the Annual General Meeting. Shareholders who have transferred their ordinary shares between the Record Date and the date of the Annual General Meeting cannot participate at the Annual General Meeting. In case of breach of such prohibition, criminal sanctions may apply.
In accordance with article 13.11 of the Articles, shareholders wishing to participate in the Annual General Meeting must provide the Company with a certificate issued by the Company’s depository CONTINENTAL STOCK TRANSFER & TRUST CO (the “Depository”) certifying the number of shares recorded in the relevant account on the Record Date or a brokerage statement showing proof of ownership of shares of the Company and the number of shares held on the Record Date (the “Shareholding Confirmation Certificate”). Please contact the Depository at CSTmail@continentalstock.com (in case your shares are held through book entries) or your broker (in case your shares are held through Cede & Co) on or as soon as possible after the Record Date to obtain such Shareholding Confirmation Certificate.
The Shareholding Confirmation Certificate must be provided to ir@codereonline.com no later than 11:59 p.m. Luxembourg time (5:59 p.m. EST) on 27 June 2022.
Any Shareholding Confirmation Certificate provided after this date or certifying the number of shares recorded in the relevant account on a date other than the Record Date shall be considered void and the holder of the shares in question shall not be able to participate in the Annual General Meeting.
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PARTICIPATION IN THE ANNUAL GENERAL MEETING
In the context of the present sanitary situation due to the Covid-19 pandemic and in accordance with the Law of 23 September 2020, the Board of Directors has decided as a temporary measure to ensure both the safety of the participants to the Annual General Meeting and the business continuity of the Company during the pandemic to hold the Annual General Meeting at the registered office of the Company but without the possibility for shareholders to be physically present at the Annual General Meeting.
In accordance with the Law of 23 September 2020, the Company requires that (i) the Annual General Meeting be held without the physical presence of shareholders, and (ii) shareholders and other participants participate to the Annual General Meeting and exercise their rights exclusively by a vote in writing or by appointing a special attorney designated by the Company.
If you wish to be represented at the Annual General Meeting, or would like to express your vote at the Annual General Meeting through voting form, in accordance with article 13.12 of the Articles, please use the attendance and proxy form (the “Attendance and Proxy Form”), which will be provided to you by the Depository together with the convening notice for the Annual General Meeting and which is also available on the Company’s website: https://www.codereonline.com/.
In that case we would be grateful if you could return the Attendance and Proxy Form duly completed and signed by e-mail to ir@codereonline.com no later than close of business (11:59 p.m. Luxembourg time, 5:59 p.m. EST) on 28 June 2022.
Please note that Attendance and Proxy Forms received after this date will not be taken into account for the determination of the Quorum and the respective holders of shares will not be able to participate in the Annual General Meeting.
For any technical questions relating to your participation in the Annual General Meeting, please contact Mr. Guillermo Lancha, Company’s Director of Investor Relations, at guillermo.lancha@codere.com.
DATA PROTECTION
In the context of the organization and holding of the Annual General Meeting, the Company processes personal data concerning its shareholders or individuals relating to its shareholders, in accordance with the applicable legislation and in particular the General Data Protection Regulation (EU) 2016/679, and as further described in our data protection notice attached as Annex I hereto.
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On behalf of the Board of Directors, we thank you for your continued support.
| Sincerely, | |
| /s/ Patrick Ramsey | |
| Patrick Ramsey, Chairman of the Board of Directors | |
| Luxembourg, on 7 June 2022 |
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ANNEX I
PRIVACY NOTICE
| 1. | scope |
| 1.1 | This data protection notice (“Notice”) informs you about the processing of your personal data or that of the shareholder’s representative(s) by Codere Online Luxembourg, S.A. (the “Company”) in the context of the organization and holding of general meetings of shareholders. |
| 1.2 | Personal data provided to the Company will be processed in compliance with the requirements of the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as may be amended from time to time (“GDPR”) and any applicable implementing legislation. |
| 1.3 | This Notice sets out how the Company will process personal data about its shareholders or their representatives. |
| 2. | Identity of the controller of your personal data |
| 2.1 | The controller is: |
Codere Online Luxembourg, S.A.
7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 255798
| 2.2 | You may contact the Company for all queries you have in relation to this Notice using our contact details which can be found in Section 12 below “How to contact us”. |
| 3. | What categories of personal Data do we collect |
When preparing its general meetings of shareholders, the Company processes the following categories of personal data:
| ● | personal details (such as the name, address); |
| ● | contact details (e-mail address, telephone number); and |
| ● | information concerning the shares held (number of shares and type of ownership). |
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In addition, the following categories of personal data will be processed:
| ● | attendance to the general meetings of shareholders; |
| ● | as appropriate, the submission of countermotion. |
Although the shares are registered, only the depository will be recorded in the share register.
| 4. | Where we obtain personal data from |
The Company processes personal data:
| ● | provided by you (or the shareholder to which you relate) in the course of registering for the general meeting of shareholders; or |
| ● | transmitted by the depository institutions for the shareholder. |
| 5. | Do you have to provide us with personal data? |
| 5.1 | You are legally required to provide your personal data listed under section 3 in order to attend the general meeting of shareholders and cannot exercise your shareholder rights at the general meeting of shareholders without doing so. |
| 6. | Do you have to inform your representative(s) and/or beneficial owner(s)? |
| 6.1 | Where the shareholder is an undertaking, individual whose personal data are provided for the purpose of organising and holding general meetings of shareholders shall be informed about the processing of their personal data, as well as on their related rights and the Shareholder shall provide them with a copy of this Notice. |
| 6.2 | The Company may assume that the Shareholder has complied with the undertakings contained herein and that all individuals have been properly informed. |
| 7. | Why we process personal data |
The Company processes personal data for the following purposes and according to the following legal basis:
| ● | in order to organize and hold general meetings of shareholders (necessary for compliance with a legal obligation to which the Company is subject); |
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| ● | to enable shareholders or their representatives to participate in general meetings of shareholders and to exercise their rights (necessary for compliance with a legal obligation to which the Company is subject); |
| ● | in order to authorize proxies (necessary for the purposes of the Company’s legitimate interests); |
| ● | where applicable, in connection with the establishment, exercise or defense of legal claims (necessary for the purposes of the Company’s legitimate interests). |
Where the Company relies on its legitimate interests, you may request to be provided with our analysis of the balance of our interests against your rights and freedoms.
| 8. | Who we share personal data with and why |
| 8.1 | Your personal data may be shared by the Company with the following entities: |
| ● | other shareholders who participate in the general meeting of shareholders (as your name would be recorded in the list of participants); |
| ● | lawyers and notaries who assist us in organizing and holding the general meeting of shareholders; |
| ● | the professional advisers of the Company (such as legal and tax counsels); and |
| ● | other service providers of the Company. |
| 8.2 | The Company will take all reasonable steps, as required by the GDPR, to ensure the safety, privacy and integrity of your personal data and will, as required by the GDPR enter into contracts with such recipients to protect the privacy and integrity of your personal data supplied. |
| 8.3 | Please note that the Company may be required to publish your name on its corporate website if you exercise certain shareholder rights (e.g. submitting requests for additions to the agenda). |
| 9. | Transfers of personal data outside the europen economic area (“EEA”) |
| 9.1 | In principle, the Company and the third-party providers listed in Section 8 above “Who we share personal data with and why” will not transfer your personal data outside the EEA. |
| 9.2 | The Company may from time to time use external service providers based outside the EEA to whom personal data will be transferred for the printing and dispatching of shareholder notices, the receipt of registrations and proxies, or the sending of communications to shareholders. In such case, you will be informed in due course and the Company will ensure that your personal data is protected by either by an adequacy decision of the European Commission, or appropriate safeguards such as EU model contracts. |
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| 10. | How long we keep personal data |
| 10.1 | In accordance with the GDPR principles and in particular article 5 of the GDPR (which lists the core principles relating to the processing of personal data), we do not keep your personal data for longer than is necessary for the purposes for which they are processed by us. |
| 10.2 | Personal data collected in connection with general meetings of shareholders will in principle be retained for five (5) years from the date the relevant general meeting is held. |
| 10.3 | Beyond this, the Company will retain your personal data where necessary to comply with legal retention obligations under commercial and tax law (in principle 10 years), or in connection with the establishment, exercise or defense of legal claims. |
| 11. | Your rights in respect of your personal data |
| 11.1 | You have certain rights under the GDPR, including: |
| ● | The right to access your personal data, free of charge, including the right to ask for a copy of your personal data where it does not adversely affect the rights and freedoms of others (please note that if you request any further hard copies later on, we may charge you a reasonable fee based on administrative costs). |
| ● | The right to have incomplete or inaccurate personal data corrected (including by means of providing a supplementary statement). |
| 11.2 | In some limited circumstances: |
| ● | the right to object to the use of your personal data (where processing is based on the Company’s legitimate interest); |
| ● | the right to restrict the use of your personal data; |
| ● | the right to require us to erase/delete your personal data; however, please note that if we process your personal data in particular to comply with a legal obligation, we will not be able to respond positively to your request to erase/delete your personal data. |
| ● | the right to receive personal data which you have provided to us in a structured, commonly used and machine-readable format and the right to transmit those data to another data controller; however, please note that this right to data portability only arises where: (a) the processing is based on consent or on a contract; and (b) the processing is carried out by automated means, and (c) it does not adversely affect the rights and freedoms of others. This data portability right also only applies to the data that you have provided to us. |
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| 11.3 | You are hereby informed that no automated decision making or profiling is conducted. |
| 11.4 | You may contact us using our contact details which can be found in Section 12 below “How to contact us” if you would like to exercise such rights. We will respond to you as swiftly as possible. |
| 11.5 | In addition, you also have the right to ask questions or lodge a complaint about our processing of your personal data with the relevant supervisory authority. You can complain in the EEA Member State where you live or work, or that of the place where the alleged breach of the GDPR has taken place. In Luxembourg, the relevant supervisory authority is the Commission Nationale pour la Protection des Données (CNPD). |
| 12. | How to contact us |
If you want more details on the processing of your personal data, if you have any specific queries or concerns regarding the processing of your personal data, if you want to exercise your rights towards us or if you would like to make a complaint, do not hesitate to contact us at dpo.codere@codere.com.
| 13. | Amendments to this Notice |
| 13.1 | This Notice is kept under regular review and may be updated from time to time and you will be notified in writing in case of any changes. |
| 13.2 | This Notice was last updated in June 2022. |
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ATTENDANCE AND PROXY FORM
(to be fully and compulsory completed)
|
For the annual general meeting of the shareholders (the “Annual General Meeting” or the “General Meeting”) of:
Codere Online Luxembourg, S.A.
Société anonyme
Registered office: 7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 255798
(the “Company”)
to be held on on 30 June 2022 at 5:00 p.m. (Luxembourg time) at the registered office of the Company without physical presence of shareholders, with the following agenda:
AGENDA
1. Presentation of the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the first financial year of the Company starting on 4 June 2021 and ending on 31 December 2021 (hereafter, the “financial year ended 31 December 2021”).
No resolution is required on this item.
2. Presentation and approval of the statutory annual accounts of the Company for the financial year ended 31 December 2021.
|
Number of shares of the Company held by the Principal (as defined below) on the record date for admission to the Annual General Meeting at close of business (i.e 11:59 p.m. Luxembourg time, 5:59 p.m. EST) on 10 June 2022 (the “Record Date”):
|
|
Number of votes that Principal wishes to cast for voting at the Annual General Meeting:
If this field is left blank, it is automatically assumed that the Principal wishes to cast votes for all the shares held by her/him/it on the Record Date.
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Proposed resolution:
After presentation and review of the statutory annual accounts for the financial year ended 31 December 2021, and of the report of the statutory auditor (commissaire aux comptes) of the Company on such statutory annual accounts, the General Meeting resolves to approve the statutory annual accounts of the Company for the financial year ended 31 December 2021.
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||
| 3. |
Allocation of the financial results in relation to the financial year ended 31 December 2021.
Proposed resolution:
The General Meeting acknowledges that it appears from the statutory annual accounts of the Company for the financial year ended 31 December 2021 that the financial results for the financial year ended 31 December 2021 consist of a loss amounting to EUR 31,779,676.26 and resolves to carry forward such loss.
| |
| 4. |
Discharge to be granted to Mr. Patrick Joseph Ramsey in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “1915 Law”), the General Meeting resolves to grant full discharge to Mr. Patrick Joseph Ramsey in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
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| 5. |
Discharge to be granted to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
|
|
| 6. |
Discharge to be granted to Mr. Oscar Iglesias Sanchez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Oscar Iglesias Sanchez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| |
| 7. |
Discharge to be granted to Mr. Alejandro Rodino in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Alejandro Rodino in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
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| 8. |
Discharge to be granted to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
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|
| 9. |
Discharge to be granted to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
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| 10. |
Discharge to be granted to Dr. Martin M. Werner in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Dr. Martin M. Werner in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
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| 11. |
Discharge to be granted to Mr. Daniel Salim in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Daniel Salim in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
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| 12. |
Discharge to be granted to Mr. Gonzalo De Osma Bucero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Gonzalo De Osma Bucero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021.
| |
| 13. | Decision to appoint with immediate effect Mr. Patrick Joseph Ramsey to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Patrick Joseph Ramsey as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
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| 14. |
Decision to appoint with immediate effect Mr. Moshe Edree to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Moshe Edree as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
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| 15. |
Decision to appoint with immediate effect Mr. Oscar Iglesias Sanchez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Oscar Iglesias Sanchez as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
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| 16. |
Decision to appoint with immediate effect Mr. Alejandro Rodino to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Alejandro Rodino as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
|
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| 17. | Decision to appoint with immediate effect Mr. Laurent Teitgen to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Laurent Teitgen as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
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| 18. |
Decision to appoint with immediate effect Mr. Daniel Valdez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Daniel Valdez as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
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| 19. |
Decision to appoint with immediate effect Dr. Martin M. Werner to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022.
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Dr. Martin M. Werner as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. |
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|
Shareholder identification:
The undersigned (the “Principal”),
Name:
Contact details:
- Address:
| |
- E-mail address: |
Telephone number: |
Choose one of the 3 options and tick the corresponding box, then date and sign below:
| ☐ 1. | I, as Principal, will not attend the Annual General Meeting, and | |
| I empower Patrick Ramsey, chairman of the board of directors of the Company (the “Representative”) to vote in my name and on my behalf as the Representative may in his sole discretion deem fit on the resolutions submitted for the items on the agenda. | ||
| If amendments or new resolutions were to be presented, I irrevocably give power to the Representative to vote in my name and on my behalf as he may in his sole discretion deem fit, unless I tick the box below: | ||
| I ABSTAIN ☐ | ||
| ☐ 2. | I, as Principal, will not attend the Annual General Meeting and | |
| I empower Patrick Ramsey, chairman of the board of directors of the Company (the “Representative”) to vote in my name in accordance with the following voting instructions*: | ||
| * Please tick the appropriate box below with an « X » thereby indicating how you wish to vote on the items on the agenda of the Annual General Meeting. The omission to tick any box with respect to the resolutions shall allow the Representative to vote in his full discretion on the proposed resolutions. | ||
| 1. | Presentation of the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the first financial year of the Company starting on 4 June 2021 and ending on 31 December 2021 (hereafter, the “financial year ended 31 December 2021”). | |
| No resolution required | ||
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| 2. | Presentation and approval of the statutory annual accounts of the Company for the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 3. | Allocation of the financial results in relation to the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 4. | Discharge to be granted to Mr. Patrick Joseph Ramsey in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 5. | Discharge to be granted to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 6. | Discharge to be granted to Mr. Oscar Iglesias Sanchez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 7. | Discharge to be granted to Mr. Alejandro Rodino in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 8. | Discharge to be granted to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 9. | Discharge to be granted to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 10. | Discharge to be granted to Dr. Martin M. Werner in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ |
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| 11. | Discharge to be granted to Mr. Daniel Salim in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 12. | Discharge to be granted to Mr. Gonzalo De Osma Bucero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 13. | Decision to appoint with immediate effect Mr. Patrick Joseph Ramsey to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 14. | Decision to appoint with immediate effect Mr. Moshe Edree to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 15. | Decision to appoint with immediate effect Mr. Oscar Iglesias Sanchez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 16. | Decision to appoint with immediate effect Mr. Alejandro Rodino to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 17. | Decision to appoint with immediate effect Mr. Laurent Teitgen to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ |
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| 18. | Decision to appoint with immediate effect Mr. Daniel Valdez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 19. | Decision to appoint with immediate effect Dr. Martin M. Werner to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| If amendments or new resolutions were to be presented, I irrevocably give power to the Representative to vote in my name and on my behalf as he may in his sole discretion deem fit, unless I tick the box below: | ||
| I ABSTAIN ☐ | ||
| ☐ 3. | I, as Principal, will not attend the Annual General Meeting but express my vote as follows*: | |
| * Please tick the appropriate box below with an « X » thereby indicating how you wish to vote on the items on the agenda of the Annual General Meeting. The omission to tick any box with respect to the resolutions shall render the present voting form void: | ||
| 1. | Presentation of the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the first financial year of the Company starting on 4 June 2021 and ending on 31 December 2021 (hereafter, the “financial year ended 31 December 2021”). | |
| No resolution required | ||
| 2. | Presentation and approval of the statutory annual accounts of the Company for the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 3. | Allocation of the financial results in relation to the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 4. | Discharge to be granted to Mr. Patrick Joseph Ramsey in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
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| 5. | Discharge to be granted to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 6. | Discharge to be granted to Mr. Oscar Iglesias Sanchez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 7. | Discharge to be granted to Mr. Alejandro Rodino in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 8. | Discharge to be granted to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 9. | Discharge to be granted to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 10. | Discharge to be granted to Dr. Martin M. Werner in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 11. | Discharge to be granted to Mr. Daniel Salim in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 12. | Discharge to be granted to Mr. Gonzalo De Osma Bucero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2021. | |
| For ☐ Against ☐ Abstention ☐ |
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| 13. | Decision to appoint with immediate effect Mr. Patrick Joseph Ramsey to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 14. | Decision to appoint with immediate effect Mr. Moshe Edree to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 15. | Decision to appoint with immediate effect Mr. Oscar Iglesias Sanchez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 16. | Decision to appoint with immediate effect Mr. Alejandro Rodino to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 17. | Decision to appoint with immediate effect Mr. Laurent Teitgen to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 18. | Decision to appoint with immediate effect Mr. Daniel Valdez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| 19. | Decision to appoint with immediate effect Dr. Martin M. Werner to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2023 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2022. | |
| For ☐ Against ☐ Abstention ☐ | ||
| If amendments or new resolutions were to be presented, I irrevocably give power to Patrick Ramsey, chairman of the board of directors of the Company (the “Representative”) to vote in my name and on my behalf as he may in his sole discretion deem fit, unless I tick the box below: | ||
| I ABSTAIN ☐ | ||
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Powers of the Representative:
The Representative may represent the Principal at the Annual General Meeting or any other adjourned or re-convened general meeting of shareholders convened for the purpose of resolving on the agenda of the Annual General Meeting, vote in the name and on behalf of the Principal on any resolution submitted to said Annual General Meeting or adjourned or re-convened general meeting of shareholders, sign any documents, delegate under his own responsibility the present power of attorney to another representative and, in general, do whatever seems appropriate or useful to the implementation and the execution of the present power of attorney.
For the purpose of the foregoing, the Representative may, in the name and on behalf of the Principal, sign and execute all minutes, elect domicile and do and perform such other acts or things as may be required for the carrying out of this proxy, promising ratification.
The Representative is hereby authorised by the Principal:
| ● | to declare on behalf of the Principal that he/she/it has been informed of the agenda of the Annual General Meeting and that he/she/it considers himself/herself/itself sufficiently informed of the agenda; and |
| ● | to waive on behalf of the Principal any convening formalities or requirements in relation to the holding of the Annual General Meeting. |
The Principal shall indemnify, and keep indemnified, the Representative against all losses, liabilities and costs which the Representative may incur as a result of his or her appointment under this attendance and proxy form.
This attendance and proxy form is irrevocable for a period of three (3) months from the date on which it is executed.
This attendance and proxy form, and the rights, obligations and liabilities of the Principal and the Representative hereunder, shall be governed by the laws of the Grand Duchy of Luxembourg. Any claims, disputes or disagreements arising under, in connection with or by reason of this attendance and proxy form shall be brought by the Principal and the Representative in the courts of Luxembourg-City, and each of the Principal and the Representative hereby submits to the exclusive jurisdiction of such courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such courts.
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Signed and delivered in _______________, on _________________ 2022
By:
| _____________________________ |
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