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EQS-News: SUSE S.A.
/ Key word(s): AGM/EGM
SUSE S.A. announces the results of its 2023 Annual General Meeting
24.03.2023 / 17:27 CET/CEST
The issuer is solely responsible for the content of this announcement.
SUSE S.A.
Société anonyme
11-13 Boulevard de la Foire
L-1258 Luxembourg
R.C.S. Luxembourg: B225816
(the Company)
VOTING RESULTS OF THE COMPANYS ANNUAL GENERAL MEETING HELD ON 23 MARCH 2023
The Company held its Annual General Meeting for financial year ended on 31 October 2022 on Thursday 23 March 2023. The results of the Annual General Meeting are set out below.
Number of shares voted at the meeting:
|
150,460,567 |
Number of issued shares as at the Record Date[1]:
|
169,430,390 |
Percentage of issued shares present or represented at the meeting:
|
88.80% |
Agen
da
Item |
Resolution |
Number of
shares FOR |
% of voting
rights FOR |
Number
of shares
AGAINST |
% of voting
rights AGAINST |
Absten
tions* |
Total
number
of shares
present
or
represented |
| 1 |
No resolution required
|
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
| 2 |
The Annual General
Meeting, after having
reviewed the
management report
of the Management
Board, the report of
the approved
statutory auditor
and the observations
of the Supervisory
Board, approves the
stand-alone annual
accounts for the
financial year ended
on 31 October 2022,
in their entirety. |
150,438,271 |
100 |
0 |
0 |
22,296 |
150,460,567 |
| 3 |
The Annual General
Meeting, after having
reviewed the
management report
of the Management
Board, the report of
the approved statutory
auditor and the
observations of the
Supervisory Board,
approves the
consolidated financial
statements for the
financial year ended
on 31 October 2022,
in their entirety. |
150,438,271 |
100 |
0 |
0 |
22,296 |
150,460,567 |
| 4 |
The Annual General
Meeting acknowledges
a profit of USD 4,748,144
with respect of the
financial year ended on
31 October 2022 and
resolves to carry it
forward to the next
financial year. |
150,460,567 |
100 |
0 |
0 |
0 |
150,460,567 |
| 5 |
The Annual General
Meeting decides to
grant discharge to
the members of the
Management Board
and the members of
the Supervisory Board
for the performance
of their mandates for
the financial year
ended on 31 October
2022. |
149,462,242 |
99.35 |
976,029 |
0.65 |
22,296 |
150,460,567 |
| 6 |
The Annual General
Meeting confirms
Sheng Liangs
appointment to the
Supervisory Board
until the annual
general meeting
approving the annual
financial statements
for the financial year
ending 31 October
2023, to be held at
the latest on 30 April
2024. |
147,747,668 |
98.20 |
2,712,899 |
1.80 |
0 |
150,460,567 |
| 7 |
The Annual General
Meeting decides by
an advisory vote to
approve the
Remuneration Report
of the Company for
the financial year
ended on 31 October
2022. |
146,529,085 |
97.39 |
3,931,482 |
2.61 |
0 |
150,460,567 |
| 8 |
The Annual General
Meeting approves
the following increases
in the Supervisory
Board members
remuneration, effective
from 1 November 2022:
- an annual fee
of EUR 185,000
for the Chair of
the Supervisory
Board; and
- a base fee of
EUR 75,000 for
each of the other
members of the
Supervisory
Board (excluding
the Chair and
Deputy Chair).
|
147,526,881 |
98.05 |
2,933,686 |
1.95 |
0 |
150,460,567 |
| 9 |
The Annual General
Meeting authorizes
the Management Board
to repurchase its own
shares, subject to the
following conditions:
a) The maximum
number of shares
to be acquired,
in whole or in
part from time
to time, may not
exceed ten
percent (10%) of
the total number
of shares
composing the
issued share
capital at the
time of this
resolution, or if
lower, at the time
of the acquisition.
b) The repurchase
shall be effected
either through
the stock
exchange or on
the basis of a
public purchase
offer to all
shareholders.
c) As a result of those
acquisitions, the
Companys
holding of its own
shares may not
exceed at any
time ten percent
(10%) of the total
number of shares
composing the
issued share
capital of the
Company.
d) The acquisition
price per share
shall not be lower
than its par
value or higher
than ten percent
(10%) above the
weighted average
listing price per
share in the
XETRA trading
system (or a
comparable
successor system)
during the
calendar month
preceding the
resolution of the
Management
Board resolving
upon the repurchase.
e) The acquisition
of its own shares
by the Company,
as well as shares
acquired by a
person acting in
its own name but
on behalf of the
Company, may
not result in the
net assets of the
Company falling
below the
aggregate amount
of the subscribed
capital and the
reserves which
may not be
distributed under
the law or the
articles of
association of
the Company.
Only fully paid-up
shares may be
repurchased.
f) This authorization
will be valid for a
period of five years
from the date of
the Companys
Annual General
Meeting. |
150,453,716 |
100.00 |
4,736 |
0 |
2,115 |
150,460,567 |
* Abstentions are not considered in the calculation as per standard practices.
[1] Only shares issued at the Record Date (9 March 2023) give the respective shareholder the right to vote at the Annual General Meeting. Any shares issued after the Record Date, including shares created by the Company on 15 March 2023, do not give the respective shareholder the right to vote at this Annual General Meeting. The calculation of the percentage of issued shares present or represented at the meeting is therefore based on the number of issued shares as at the Record Date.
24.03.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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