MyBucks S.A.: NOTICE OF CONVENING TO AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

DGAP-News: MyBucks S.A. / Key word(s): AGM/EGM MyBucks S.A.: NOTICE OF CONVENING TO AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY 20.05.2019 / 15:27 The issuer is solely responsible for the content of this announcement. MyBucks S.A. Société anonyme 9, rue du Laboratoire, L-1911 Luxembourg R.C.S. Luxembourg: B 199.543 NOTICE OF CONVENING TO AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY The board of directors of MyBucks S.A. (the Company) hereby gives notice that an extraordinary general meeting of shareholders of the Company will be held on 4 June 2019 at the registered office of the Company (i.e. 9, rue du Laboratoire, L-1911 Luxembourg), at 8:30am CET (the EGM), to deliberate on the following agenda: 1. Confirmation of the provisional appointment by the board of directors of the Company (the Board) of Mr. Timothy Nuy, born in the Netherlands, as a director of the Company and appointment of the same for a determined period ending with the annual general meeting of the shareholders of the Company to be held in respect of the financial year of the Company ending on 31 December of 2022 (the AGM 2022). 2. Confirmation of the provisional appointment by the Board of Mr. Riaan Christiaan Paul, born in South Africa, as a director of the Company and appointment of the same for a determined period ending with the AGM 2022. 3. Confirmation of the provisional appointment by the Board of Mr Willem J Oberholzer, born in South Africa as a director of the Company for a determined period ending with the annual general meeting of shareholders of the Company to be held in respect of the financial year of the Company ending on 30 June 2019. 4. Acknowledgement of the special report of the Board with respect to the increase of the authorised capital of the Company and decision to increase the authorised capital of the Company from its current amount of seven million five hundred thousand Euro (EUR 7,500,000.-) up to one hundred and seven million two hundred eighty-four thousand three hundred and eighty-seven Euro (EUR 107,284,387.-). 5. Subsequent amendment of Article 6 paragraphs 2 to 5 of the articles of association of the Company (the Articles of Association) which shall henceforth read as follows: "The Authorised Capital of the Company is one hundred and seven million two hundred and eighty-four thousand three hundred eighty-seven euro (EUR 107,284,387.-). 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 one hundred and seven million two hundred and eighty-four thousand three hundred eighty-seven euro (EUR 107,284,387.-). Within the limits of the Authorised Capital, the Board is authorised to increase the Company's share capital in one or more occasions. The Board may increase the Company's share capital by the issue of Shares and withdraw or restrict the preferential subscription rights of the Shareholders in relation to an increase of the Company's share capital made within the limits of the Authorised Capital. This authorisation is valid for five (5) years from the publication of this notarial deed in the in the Luxembourg Official Gazette (Mémorial C, Recueil des Sociétés et Associations) and may be renewed in accordance with legal conditions. The Company's share capital may be increased or reduced by a resolution of the General Meeting, subject to compliance with applicable rules for the amendment of these Articles. 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 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." 6. Amendment of the Articles of Association to include a new provision pursuant to which the delisting of the Company from the Frankfurt Stock Exchange shall require the approval of the shareholders. Accordingly, Article 15 (Power of the General Meeting) shall henceforth read as follows: "Art. 15 Power of the General Meeting. Any regularly constituted General Meeting represents the entire body of Shareholders. Without prejudice to the powers of the Board, the General Meeting shall have the broadest powers to order, carry out or ratify acts relating to all operations of the Company in accordance with the Company Law and these Articles and, where applicable, the terms and conditions of the bonds, notes or other instruments issued by the Company. Without prejudice to any other matter reserved to the General Meeting pursuant to the Company Law, any resolution for the approval of, or having the potential impact of resulting in, the delisting of the Company from the Frankfurt Stock Exchange shall be approved by the General Meeting. In these Articles, decisions made, or a power exercised, by the General Meeting refer to decisions made, or a power exercised, by the Sole Shareholder as long as the Company has only one (1) Shareholder. Decisions made by the Sole Shareholder are documented by way of written minutes signed by the Sole Shareholder." 7. Amendment of the Articles of Association to change the financial year of the Company from the period starting on the first day of July and ending on the last day of June to a period starting on the first day of January and ending on the last day of December,so that the financial year end of the Company shall be, as of the financial year of 2019, 31 of December. Accordingly, Article 19 (Accounting Year) shall henceforth read as follows: "Art. 19 Accounting Year. The Company's accounting year begins on the first day of January and ends on the last day of December. The Board draws up the annual accounts." As a result of the foregoing, the current accounting year of the Company (which has started on 1 July 2018) will end on 30 June 2019 and the accounting year of 2019 will start on 1 July and, extraordinarly, end on 31 December 2019. From 1 January 2020 onwards, all accounting years of the Company shall start on 1 January and end on 31 December according to the revised Article 15 of the Articles. Resolutions with respect to items five (5) to seven (7) of the agenda of the EGM above shall be adopted by means of a two thirds favorable vote of those shareholders present or represented at the EGM, items one (1) to four (4) 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 of the Company, whatever its unit value, gives the right to one vote. Fractional shares shall have no voting right. All shareholders of the Company shall be allowed to attend the EGM, by giving proof of their identity and presentation of a share(s) certificate. Shareholders are requested to inform the Company of their intention to attend the EGM. Where a shareholder cannot attend the EGM personally 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 30 May at 6.00pm 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: [phone], or by e-mail to: [e-mail] The Board of Directors of MyBucks S.A. 20.05.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language:	English
Company:	MyBucks S.A.
	9 rue du Laboratoire
	L-1911 Luxembourg
	Luxemburg
Phone:	[phone]
Fax:	[phone]
E-mail:	[e-mail]
Internet:	www.mybucks.com
ISIN:	LU1404975507
WKN:	A2AJLT
Listed:	Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Munich, Stuttgart, Tradegate Exchange
EQS News ID:	813543

End of News	DGAP News Service

813543  20.05.2019