MyBucks announces the results of the AGM and the EGM
MyBucks S.A.: MyBucks announces the results of the Annual General Meeting and the Extraordinary General Meeting
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MyBucks announces the results of the Annual General Meeting and the Extraordinary General Meeting
Luxembourg, December 6th, 2018 - On December 6th, 2018 (10:00am CET), MyBucks S.A. held its Annual General Meeting of shareholders for the financial year ended 30 June 2018 and an Extraordinary General Meeting at its registered office in Luxembourg today.
Annual General Meeting It appeared from the attendance list established and certified by the members of the bureau that 9,537,040 shares, representing 75.00% of the share capital of the Company in an amount of 12,965,613, were duly represented at this meeting which was consequently regularly constituted. The shareholders present at the meeting unanimously voted in favour of the:
-- Approval of the audited standalone financial statements of the Company for the financial period ended 30 June 2018;
-- Continuation of the activities of the Company considering the losses suffered by the Company as at 30 June 2018 in accordance with article 480-2 of the Law;
-- Discharge to be granted to the board of directors (quitus) for the performance of their duties for the financial period ended 30 June 2018;
-- Discharge to be granted to PricewaterhouseCoopers as the "Réviseur d'Entreprises Agréé" (quitus) for the performance of its duties for the financial year ended 30 June 2018;
-- Renewal of the mandate of the Réviseur d'Entreprises Agréé PricewaterhouseCoopers;
-- Appointment of Markus Schachner as a member of the board of directors for the next year;
-- Appointment of Cornel Vermaak as a member of the board of directors for the next year;
-- Appointment of Frederic Bidet as a member of the board of directors for the next year;
The approval of the consolidated financial statements of the Company for the financial period ended 30 June 2018 was duly approved with 9,537,040 votes in favour and no abstentions.
Sergey Gorchakov was granted the power to perform all formalities pertaining to the filing and publication of the consolidated and standalone financial statements of the Company for the financial year ended 30 June 2018 with the Luxembourg Register of Commerce and Companies. The Chairman informed the shareholders that George Manyere has resigned from the Board with effect of 6 December 2018.
No miscellaneous matters were raised.
Extraordinary General Meeting It appeared from the attendance list established and certified by the members of the bureau that 9,537,040 shares, representing 75.00% of the share capital of the Company in an amount of 12,965,613, were duly represented at this meeting which was consequently validly constituted. The shareholders present or legally represented at the meeting voted in favour of all the resolutions tabled.
As a result, the Company resolved, with 9,537,040 votes in favour and no votes against, nor any abstentions, to amend article 12 of the Articles which shall henceforth read as follows:
*“Art. 12. Conflicts of interest. If any member of the Board has or may have any personal interest in any transaction of the Company, such member shall disclose such personal interest to the Board and shall not consider or vote on any such transaction.
Such transaction and such Director's interest therein shall be disclosed in a special report to the next General Meeting before any vote by the latter on any other resolution. In case of a Sole Director, it suffices that the transactions between the Company and the Director, who has such an opposing interest, be recorded in writing.
Where, by reason of a conflict of interests, the number of Directors required under the Articles to deliberate and vote on the matter in question is not reached, the Board can, unless otherwise provided in the articles of association, decide to defer the decision on that point to the Shareholders in General Meeting.
The provisions of the preceding paragraphs shall not apply where the decisions of the Board or the Sole Director relate to ordinary business transactions entered into under normal conditions.”*
Furthermore, the Company resolved, with 9,254,327 votes in favour, 282,713 votes against, and no abstentions, to increase the authorised capital of the Company from its current amount of EUR 3,032,387 up to EUR 7,500,000.
Finally, the Company also resolved, with 9,254,327 votes in favour, 282,713 votes against, and no abstentions, to amend article 6 paragraphs 2 and 5 of the Articles which shall henceforth read as follows:
“The Authorised Capital of the Company is seven million five hundred thousand euro (EUR 7,500,000.-). Without prejudice to the rights of the shareholders of the Company to increase the share capital in accordance with the provisions of the Company Law and these Articles, the Board is authorised, within the limits of the Authorised Capital, to increase the issued share capital of the Company with a maximum amount of seven million five hundred thousand euro (EUR 7,500,000.-).”
“The Board may limit or cancel the Shareholder(s)’ preferential rights to subscribe for the Board Issued Shares and may issue the Board Issued Shares to such persons and at such price, which shall in no case be lower than eight euro (EUR 8) and paid up by, but not limited to, a contribution in kind, for cash, by incorporation of claims or capitalisation of reserves or in any other way as the Board may determine, subject to the Company Law.”.
The Directors have been given authority to take the necessary action to implement the above changes.
Constitution of Board of Directors As a result of the outcome of today’s Annual General Meeting, on which two new directors have been appointed, the Board now has seven Directors. ENDS
About MyBucks MyBucks S.A. (WKN: A2AJLT, ISIN: LU1404975507, Ticker Symbol: MBC:GR) is a FinTech company based in Luxembourg that delivers seamless financial services through technology. Through its brands Fair Go Finance, GetBucks, GetSure, MBC, NFB and Opportunity Bank, the company offers impact loans, unsecured consumer loans, banking solutions as well as insurance products to customers. MyBucks has experienced exponential growth since its inception in 2011 and today has operations in twelve African and two European countries as well as in Australia. MyBucks aims to ensure that its product offering is accessible, simple and trustworthy, in comparison to traditional, non-technological methods, ultimately working towards enhancing the benefits to the customer. The MyBucks' product offering enables customers to manage their financial affairs easily and conveniently. Discover more at http://www.mybucks.com.
Important Notice: This press release does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of MyBucks S.A. in the United States, Germany or any other jurisdiction. This publication is not intended, either directly or indirectly, for dissemination or distribution to the USA or within the USA (including its territories and possessions, a U.S. federal state and the District of Columbia) and may not be distributed or forwarded to 'U.S. persons' (as defined in Regulation S of the U.S. Securities Act of 1933 in the applicable version ('Securities Act')) or to publications which are widely available in the USA. This publication does not constitute an offer - or a request to issue an offer - to buy or acquire securities in the USA, nor is it part of such an offer or request. The securities are not and will not be registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the USA with prior registration in accordance with the provisions of the Securities Act in the version currently applicable or, in the absence of prior registration, if an exemption is granted. MyBucks S.A. does not intend to make a public share offer in the USA. Subject to certain exceptions under applicable securities laws, the securities referred to in this press release may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan. No action has been taken that would permit an offering of securities or their subscription or the distribution of this press release in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this press release are required to inform themselves about potential restrictions and to observe any such restrictions. This press release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of MyBucks S.A. and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting MyBucks S.A. such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. MyBucks S.A. does not assume any obligation to update any forward-looking statements. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed, for any purpose, on the information contained in this press release or its accuracy or completeness. The information in this press release is subject to change. Neither the bank nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from the press release) or, with limited exception, other information relating to MyBucks S.A., its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and independent from how it was transmitted or made available, or for any loss in any way arising from any use of this press release or its contents or otherwise arising in connection therewith.