Convening Notice

GAGFAH S.A.
Société anonyme - Société de titrisation
2-4, rue Beck , L-1222 Luxembourg
R. C. S. Luxembourg B 109.526
(the “Company”)
CONVENING NOTICE for the ANNUAL GENERAL MEETING OF SHAREHOLDERS on
Friday, April 15, 2016, at 2 p.m. (Luxembourg time) at the Luxembourg Chambre de Commerce,
7, Rue Alcide de Gasperi, L-2981 Luxembourg-Kirchberg, Grand Duchy of Luxembourg.
Dear Shareholders
You are hereby invited to the Annual General Meeting of Shareholders of the Company to be held on April 15, 2016
at 2 p.m. (Luxembourg time).
AGENDA
(1) Presentation of the report by the auditors of the Company in respect of the statutory financial statements
of the Company for the financial year ended December 31, 2015;
No resolution required
(2) Approval of the statutory financial statements of the Company for the financial year ended December 31, 2015;
Proposed resolution: The Meeting resolved to approve the statutory financial statements (annual
accounts: balance sheet and statements of profit and loss) of the Company for the financial year ended
December 31, 2015;
(3) Resolution concerning the allocation of the results of the Company for the financial year ended
December 31, 2015;
Proposed resolution: The Meeting resolved to carry forward the results of the Company for the financial
year ending December 31, 2015;
(4) Discharge (quitus) to all the Directors of the Company who were in office during the financial year ended
December 31, 2015;
Proposed resolution: The Meeting resolved to grant discharge (quitus) to all Directors of the Company
who have been in office during the financial year ended December 31, 2015 for the proper performance
of their duties for the financial year ended December 31, 2015;
(5) Compensation of Directors;
Proposed resolution: The meeting resolved to approve the revised compensation for each of the Directors
of the Company, such compensation to be paid on an annual basis starting 2016 until a further resolution
by the general meeting is taken, as follows (the meeting being informed that Mr. Rolf Buch has waived his
compensation claim as Director vis-á-vis the Company):
Position:
Board Chairman
EUR 80,000 (p.a.)
Board Member
EUR 40,000 (p.a.)
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The Annual General Meeting shall validly deliberate 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. Each share is entitled to one vote.
Shareholders may obtain free of charge a hard copy of the statutory statements relating to the financial year 2015
(in English language only) at the Company’s registered office or by contacting the Company or Haubrok (see
contact details below).
I. Participation requirements
The right to participate and speak at general meetings of shareholders and to vote in respect of the shares of
the Company is restricted to those who are holders of shares of the Company as at April 15, 2016. Shareholders
must therefore be able to evidence that they are shareholders as at April 15, 2016 in order to attend the Annual
General Meeting.
Shareholders will only be entitled to participate and/or to vote (personally or by proxy) at the Annual General
Meeting in respect of those shares of the Company in respect of which they duly evidence that they were the
holders thereof at the time of the Annual General Meeting.
Please note if you want to participate in and vote at the Annual General Meeting (personally or by proxy) that
you are by law required to evidence to the Company as to the number of the shares of the Company held
by you. Evidence should be provided from the shareholder’s bank or stockbroker, evidencing the identity of
the shareholder, his/her/its registered office/address, shareholder status and the number of shares held by such
shareholder and confirming that such shares are blocked until the conclusion of the Annual General Meeting
(the “Certificate of Evidence”). A model Certificate of Evidence can be obtained from Haubrok, by
telephone (at the number indicated herebelow). Shareholders need to deliver such Certificate of Evidence
as countersigned by their bank or stockbroker in original to Haubrok (or via facsimile if the original is
presented on the day of the Annual General Meeting) with the reference “AGM 2016 GAGFAH S.A.” in a
timely manner prior to the commencement of the Annual General Meeting. No entry or admission card
will be sent to the shareholders.
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 the Annual General Meeting.
Holders of shares in the Company who wish to attend the Annual General Meeting in person must present a
proof of their identity (in the form of a valid identity card or passport) at the Annual General Meeting.
Shareholders who are unable to attend the Annual General Meeting in person may appoint a proxyholder to
represent them at the Annual General Meeting.
Proxyholders must present a duly signed proxy from the shareholder and a proof of their identity (in the form
of a valid identity card or passport) at the Annual General Meeting. A model of the AGM proxy
(the “AGM Proxy Form”) can be obtained from Haubrok, by telephone at the number indicated here below.
The AGM Proxy Form will only be valid if it includes the shareholder’s and, as the case may be, his/her/its legal
representative’s first name, surname, official address and signature. Incomplete or erroneous AGM Proxy Forms
or AGM Proxy Forms which do not comply with the formalities described therein will not be taken into account.
Please note that GAGFAH S.A. offers to the shareholders the possibility to appoint Haubrok to act as their
proxyholder who will cast their votes according to the instructions given by the shareholders. In order to give
voting instructions to Haubrok, holders of shares in the Company must have delivered to Haubrok the
completed, dated and duly signed AGM Proxy Form in a timely manner prior to the commencement of the
Annual General Meeting. Haubrok will vote in accordance with the instructions given by the shareholder in
the AGM Proxy Form. Please note that if the proxyholder is Haubrok and if no clear voting instructions have
been given on the AGM Proxy Form no vote will be cast.
In order for the Annual General Meeting to proceed in a timely and orderly manner, shareholders and
proxyholders are requested to arrive on time. The Annual General Meeting will start promptly at 2:00 p.m.
(Luxembourg time).
II. Contact Details
The contact details of the Company are as follows:
The contact details of Haubrok are as follows:
GAGFAH S.A.
2-4, rue Beck, L-1222 Luxembourg
Grand Duchy of Luxembourg
Attention: AGM 2016 GAGFAH S.A.
Phone: +352 266 366 1
Email: [email protected]
Fax number: +352 266 366 01
HCE Haubrok AG
Landshuter Allee 10, 80637 Munich, Germany
Attention: AGM 2016 GAGFAH S.A.
Phone: +49 89 210 27 333
Email: [email protected]
Fax number: +49 89 210 27 288
Sincerely yours,
GAGFAH S.A.
For the Board of Directors
(the Chairman)