MyBucks SA convening notice DELISTING Amendment Articles

11 November 2020

The board of directors of the Company (the Board) hereby gives notice that an extraordinary general meeting of shareholders of the Company will be held on 27 November 2020 at the registered office of the Company (i.e. 5, place de la Gare, L-1616 Luxembourg, Grand Duchy of Luxembourg), at 10:00 Luxembourg time (the EGM), to deliberate on the following agenda:

  1. Amendment of article 6, paragraph 8, of the articles of association of the Company which shall read as follows:

“Art. 6 Share Capital an shares. (…) The Shares are issued in dematerialised form, in accordance with article 430-7 of the Company Law, and the Dematerialised Securities Law. The optional conversion of Shares to any other form by the holder of such Shares is prohibited. To the extent that the Company is delisted from the Frankfurt Stock Exchange in accordance with art. 15 of these articles of association, the Board may freely convert any shares in the Company to registered form. (…)”

  1. Amendment of article 7 of the articles of association of the Company (the Company), which shall read as follows:

“Art. 7. The Board. The Company shall be managed by the Board. The Board shall be composed of at least three (3) Directors who need not be Shareholders. If and as long as the Company has only a Sole Shareholder, the Company may have a Sole Director. Where a Legal Entity is appointed as a member of the Board, such Legal Entity must designate a permanent representative (représentant permanent) who will represent such Legal Entity in accordance with article 441-3 of the Company Law. The Directors shall be elected by the Sole Shareholder (or, in case of plurality of Shareholders, by the General Meeting), which shall determine their number, remuneration and the term of their office which shall be a period not exceeding six (6) years. Any Director shall hold office until its successor is elected. The Directors are re-eligible and they may be removed at any time, with or without cause, by a resolution of the Sole Shareholder (or, in case of plurality of Shareholders, by a resolution of the General Meeting). In the event of one or more vacancies in the office of Director because of death, retirement or otherwise, the remaining Directors may elect, by a majority vote, a Director to fill such vacancy until the next General Meeting. In this case the Shareholder(s) shall ratify the election at their next General Meeting.”

  1. Confirmation of the provisional appointment by the Board of Mr. Frederic Bernard Bidet as director of the Company and appointment of the same for a determined period of time ending with the annual general meeting of the shareholders of the Company to be held in respect of the financial year of the financial year of the Company ending on 31 December 2020;

  2. Confirmation of the provisional appointment by the Board of Mr. Tertius De Kock as director of the Company and appointment of the same for a determined period of time ending with the annual general meeting of the shareholders of the Company to be held in respect of the financial year of the financial year of the Company ending on 31 December 2020;'

  3. Confirmation of the provisional appointment by the Board of Mr. Craig Warwick John Lyons as director of the Company and appointment of the same for a determined period of time ending with the annual general meeting of the shareholders of the Company to be held in respect of the financial year of the financial year of the Company ending on 31 December 2020;

  4. Confirmation of the provisional appointment by the Board of Mr. Patrick Matute as director of the Company and appointment of the same for a determined period of time ending with the annual general meeting of the shareholders of the Company to be held in respect of the financial year of the financial year of the Company ending on 31 December 2020;

  5. Confirmation of the provisional appointment by the Board of Mr. Lutz Seebacher as director of the Company and appointment of the same for a determined period of time ending with the annual general meeting of the shareholders of the Company to be held in respect of the financial year of the financial year of the Company ending on 31 December 2020;

  6. Acknowledgment of the resignation of Mr. Riaan Christiaan, Mr. Markus Schachner, Mr. Timothy Nuy, Mr. Dick Harbecke and Mr. Duc Loc Nguyen and interim discharge for the performance of his duties to the fullest extent permitted by law subject to final discharge being granted upon approval of the relevant accounts;

  7. Acknowledgement and approval of the delisting of the Company from the Frankfurt Stock Exchange, as may be determined and approved by the board of directors.

Resolutions with respect to agenda items (1) and (2) shall be adopted by means of a two thirds favorable vote of those shareholders present or represented at the EGM items (3) to (9) being approved by the majority of the votes cast. The EGM shall require a quorum of at least fifty percent (50%) of the entire issued share capital of the Company then outstanding to be present or represented. Such resolutions will be recorded in a public notarial deed passed in the presence of a Luxembourg Public Notary.

Every share, whatever its unit value, gives the right to one vote. Fractional shares shall have no voting right.

Please note that in order to prevent large gatherings due to the current COVID crisis and pursuant to the Luxembourg law of 23 September 2020 extending the measures regarding the meetings held by companies and other legal entities, you will not be able to attend the Meeting in person. If you still wish to participate via conference call you can register and attend via a link that will be provided on your admission card upon registration for the EGM.

Where a shareholder does not wish to attend the EGM via conference call it may be represented by the chairman of the meeting by granting a proxy to that person. Proxy forms and attendance registration forms are available from www.mybucks.com. Proxies and attendance forms must be received duly completed and signed by 20 November 2020 at 18:00 CET at the latest. Proxies and attendance forms should be sent to: MyBucks S.A. [c/o Computershare Operations Center, 80249 Munich, Germany, by fax to: +49 (0)89 30903-74675, or by e-mail to: anmeldestelle@computershare.de] The board of directors of MyBucks S.A.