DGAP-HV: European CleanTech I SE Class A

DGAP-HV: Electrawinds SE: Convening Notice AGM 2014

Electrawinds SE / Bekanntmachung der Ergebnisse zur Hauptversammlung

05.11.2014 17:47

Bekanntmachung der Ergebnisse zur Hauptversammlung, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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Electrawinds SE

Société européenne (the "Company")

Registered Office: 22, rue Goethe, L-1673 Luxembourg

R.C.S. Luxembourg B 155.076 _______ _________________________________________________________________

CONVENING NOTICE FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given to the holders of shares of Electrawinds SE (the "Company") that the

ANNUAL GENERAL MEETING

of shareholders will be held on 5 December 2014 at 2:00 p.m. CET. The annual general meeting will be held at the Chambre de Commerce, 7, rue Alcide de Gasperi, L-2981 Luxembourg.

At the annual general meeting, the shareholders shall deliberate and vote on the following agenda items:

AGENDA

1. Presentation of the management report issued by the board of directors and the report of the independent auditor on the annual and consolidated financial statements to the annual general meeting for the financial year ended on 31 December 2013;

2. Approval of the financial statements of the Company for the financial year ended 31 December 2013;

3. Allocation of the result;

4. Approval and, to the extent necessary ratification, of the consolidated financial statements for the financial year ended on 31 December 2013;

5. Discharge to be granted to the members of the board of directors;

6. Renewal of the mandates of directors and replacement of directors;

7. Renewal of the mandate of Ernst & Young S.A. as independent auditor (réviseur d'entreprises agréé) of the Company for the financial year ending on 31 December 2014.

Quorum and Majorities

The annual general meeting of shareholders will deliberate validly regardless of the number of shares present or represented. Decisions related to all items on the agenda of the annual general meeting of shareholders will be passed by a simple majority of the votes validly cast at the annual general meeting of shareholders.

Right to Amend the Content of the Agenda

Pursuant to the Company's articles of association and the Luxembourg law of 24 May 2011 on certain rights of shareholders in listed companies (the "Luxembourg Shareholders' Rights Law"), which implemented the European Union Directive on Shareholders' Rights (2007/36/EC) (the "Shareholders' Rights Directive") and involved certain changes to the procedures for calling and conducting general shareholders' meetings, one or several shareholders representing at least five percent (5%) of the Company's share capital may request that one or several items be added to the agenda of any general meeting of shareholders and file draft resolution(s) in this respect. Pursuant to Article 4 of the Luxembourg Shareholders' Rights Law and the Company's articles of association, such request and draft resolution(s) must be submitted by mail to p/a address to Electrawinds, Fortstraat 27, 8400 Ostend, Belgium and by e-mail to investor.relations@electrawinds.eu at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders, i.e., at least on 13 November 2014, accompanied by a proof of the shareholding of such shareholder(s) and the address or e-mail address which the Company may use in order to deliver the acknowledgment of receipt of such request. The Company must acknowledge reception of such request within forty-eight (48) hours of receipt of such request. In case such request entails a modification of the agenda of the relevant general meeting of shareholders, the Company will make an amended agenda available at the latest fifteen (15) days prior to the meeting, i.e. on 20 November 2014.

Documents

Copies of the proposals of the resolutions of the annual general meeting as well as the documents related to the aforementioned items on the agenda will be on display for inspection by the shareholders on the Company's website (www.ewi.electrawinds.eu/annual-general-meetings.asp) and at the registered office of the Company as from 5 November 2014.

Share Capital of the Company

The Company's issued share capital is currently set at one million three hundred two thousand six hundred seven euros and sixty-three cents (EUR 1,302,607.63), represented by (i) fifty-two million three hundred fifty-eight six hundred fifty-one (52,358,651) redeemable class A shares, (ii) nine hundred fifty-eight thousand three hundred thirty-three (958,333) redeemable class B2 shares and (iii) nine hundred fifty-eight thousand three hundred thirty-four (958,334) redeemable class B3 shares.

Each share entitles the holder thereof to one vote.

Right to Participate in the Annual General Meeting

According to Article 5 of the Luxembourg Shareholders' Rights Law, the record date for general meetings of shareholders of listed companies incorporated under the laws of the Grand Duchy of Luxembourg has been set to fourteen (14) days prior to the date of the corresponding general shareholders' meeting. Therefore, any shareholder who holds one or more shares of the Company on 21 November 2014 at 24:00 (midnight) CET (the "Record Date"), registers by such time for the annual general meeting of shareholders and the extraordinary general meeting of shareholders (please see below section "Registration for the meetings") and, if applicable, timely furnishes the certificate specified below, shall be admitted to participate and vote in the annual general meeting of shareholders.

All shareholders wishing to participate (in person, or by voting through proxy or voting form) in the general meetings of shareholders of the Company shall notify the Company thereof at the latest on the Record Date in writing by mail and by e-mail.

Class A shareholders (whose class A shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary) should request from such operator or depositary or sub-depositary a certificate certifying the number of shares recorded in their account on the Record Date.

In addition to the aforementioned registration, to participate and vote in the annual general meeting, such Class A Shareholders (whose Class A Shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary) shall submit a copy of the certificate via their custodian bank by mail to p/a address to Electrawinds, Fortstraat 27, 8400 Ostend, Belgium and by e-mail to investor.relations@electrawinds.eu from 21 November at 24:00 (midnight) CET until 2 December 2014, at 2:00 p.m. CET.

Any shareholder and/or proxyholder participating in the annual general meeting in person shall carry proof of identity at the annual general meeting.

Registration for the Annual General Meeting

Shareholders wishing to participate in the annual general meeting of shareholders need to register for this meeting by submitting their registration until 21 November 2014 by mail to p/a address to Electrawinds, Fortstraat 27, 8400 Ostend, Belgium and by e-mail to investor.relations@electrawinds.eu.

Registration forms are provided on the website of the Company (www.ewi.electrawinds.eu/annual-general-meetings.asp) which should be used. Shareholders having registered for the annual general meeting may provide proxy or voting forms in case they do not wish to participate in person in the annual general meeting until 2 December 2014 at 2:00 p.m. CET (see below section "Representation").

Representation

In the event that any shareholder appoints another person, shareholder or not, as his proxy to vote on his behalf, the completed and executed proxy should be submitted by mail to p/a address to Electrawinds, Fortstraat 27, 8400 Ostend, Belgium and by e-mail to investor.relations@electrawinds.eu no later than 2 December 2014 at 2:00 p.m. CET and should be accompanied by the shareholding proof.

Proxy forms provided on the website of the Company (www.ewi.electrawinds.eu/annual-general-meetings.asp) may be used and only signed proxy forms will be taken into account. One person may represent more than one shareholder.

Voting Forms

Shareholders having registered for the annual general meeting but who do not wish to participate in person may also vote through a voting form in the annual general meeting. The voting form may be submitted by registered mail to p/a address to Electrawinds, Fortstraat 27, 8400 Ostend, Belgium and by e-mail to investor.relations@electrawinds.eu no later than on 2 December 2014 at 2:00 p.m. CET and should be accompanied by the shareholding proof (see above section "Right to Participate in the Annual General Meeting"). Only voting forms provided by the Company on its website (www.ewi.electrawinds.eu/annual-general-meetings.asp) may be used and only signed voting forms will be taken into account. Shareholders having submitted a voting form and registered in due time but who wish to revoke such voting form may do so by timely providing a later dated proxy or voting or cancelling the voting form in writing by mail to p/a address to Electrawinds, Fortstraat 27, 8400 Ostend, Belgium and by e-mail to investor.relations@electrawinds.eu .

Language

The meeting will be held in the English language.

Luxembourg, 3 November 2014

For the board of directors of the Company,

The Chairman a.i.,

PDS Consulting BVBA, represented by Mr. Paul Desender

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--------------------------------------------------------------------------- Sprache: Deutsch Unternehmen: Electrawinds SE 22, Rue Goethe L-1637 Luxemburg Großherzogtum Luxemburg Telefon: +352 27 449878 Fax: +352 27 449879 E-Mail: investor.relations@electrawinds.eu Internet: ewi.electrawinds.eu ISIN: LU0538936351, LU0538952044 WKN: A1C4HF Börsen: Regulierter Markt in Frankfurt (Prime Standard) Ende der Mitteilung DGAP News-Service ---------------------------------------------------------------------------