DGAP-News: Befesa S.A. / Key word(s): AGM/EGM 
Befesa S.A.: Invitation to the Annual General Meeting (AGM and EGM) on 30 June 2021 
2021-05-28 / 13:30 
The issuer is solely responsible for the content of this announcement. 
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Befesa S.A. 
société anonyme 
46, boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg 
Grand Duchy of Luxembourg 
R.C.S. Luxembourg B 177697 
- ISIN LU 1704650164 - 
Convening Notice 
The shareholders of Befesa S.A. (the "Company"), 
are hereby invited to attend the 
Annual General Meeting of our Company (the "AGM") 
to be held on Wednesday, 30 June 2021 at 12:00 CEST 
via audio conference initiated from Luxembourg, Grand Duchy of Luxembourg, 
and 
an Extraordinary General Meeting of our Company (the "EGM" and together with the "AGM", the "General Meetings" and each 
a "General Meeting") 
to be held on Wednesday, 30 June 2021 at 13:00 CEST 
to deliberate and vote on the following agenda: 
A. Agenda for the AGM 
1. Presentation of the management report of the board of directors of the Company (the "Board of Directors"), including 
the corporate governance report, and of the reports of the independent auditor (réviseur d'entreprises agréé) on the 
Company's consolidated financial statements for the financial year ended 31 December 2020, prepared in accordance with 
the International Financial Reporting Standards ("IFRS") as adopted by the European Union, and on the Company's annual 
accounts for the financial year ended 31 December 2020, prepared in accordance with Luxembourg Generally Accepted 
Account Principle(s) ("GAAP"). 
2. Approval of the Company's consolidated financial statements for the financial year ended 31 December 2020. 
3. Approval of the Company's annual accounts for the financial year ended 31 December 2020. 
4. Allocation of results and determination of the dividend in relation to the financial year ended 31 December 2020. 
5. Granting of discharge to each of the members of the Board of Directors of the Company for the exercise of their 
mandate during the financial year ended 31 December 2020. 
6. Approval and, to the extent necessary, ratification of the fixed remuneration of the non-executive members of the 
Board of Directors for the financial year ending on 31 December 2021. 
7. Presentation of and advisory vote on the remuneration report for the members of the Board of Directors in the 
financial year ended 31 December 2020. 
8. Reappointment of the independent auditor for the financial year ending on 31 December 2021. 
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B. Agenda for the EGM 
1. Decision: 
(i) to amend the terms of the authorised capital of the Company; 
(ii) to approve the renewal of the authorisation to the Board of Directors of the Company to increase the Company's 
share capital in accordance with the terms and within the limits of the authorised share capital for a period of five 
(5) years after the date of the general meeting of shareholders of the Company deciding on the amendment of the terms 
of the authorised share capital; 
(iii) to approve the report of the Board of Directors of the Company pursuant to article 420-26 of the Luxembourg law 
of 10 August 1915 on commercial companies, as amended, relating to the possibility of the Board of Directors of the 
Company to suppress or limit statutory preferential subscription rights of the shareholders in relation to the increase 
of the share capital of the Company within the framework of the authorised capital of the Company; 
(iv) to grant to the Board of Directors of the Company all powers to carry out capital increases within the limit of 
the authorised capital of the Company and suppress or limit statutory preferential subscription rights of the 
shareholders of the Company on the issue of new shares; and 
(v) to subsequently amend article 6 of the articles of association of the Company so that it shall read as follows: 
"Article 6. Authorised Capital 
 
The authorised capital of the Company (excluding, for the avoidance of doubt, the Company's issued share capital) is 
set at forty-four million two hundred thirty-three thousand eight hundred forty-eight Euro and ninety seven cents (EUR 
44.233.848,97.-), divided into fifteen million nine hundred thirty three thousand two hundred ninety three 
(15.933.293.-) Shares, out of which up to an amount of twenty-seven million seven hundred sixty-one thousand nine 
hundred Euro and eighteen cents (EUR 27,761,900.18.-), divided into ten million (10,000,000.-) Shares shall only be 
used in the context of a merger with or an acquisition of another entity or business or any other transaction for the 
purpose of achieving external growth, including without limitation by way of take-over bid, share exchange offer and/or 
squeeze-out techniques. 
The Board of Directors is authorised, up to the maximum amount of the authorised capital, to (i) increase the issued 
share capital in one or several tranches with or without share premium, against payment in cash or in kind, by 
conversion of claims on the Company or in any other manner (ii) issue subscription and/or conversion rights in relation 
to new Shares or instruments within the limits of the authorised capital under the terms and conditions of warrants 
(which may be separate or linked to Shares, bonds, notes or similar instruments issued by the Company), convertible 
bonds, notes or similar instruments; (iii) determine the place and date of the issue or successive issues, the issue 
price, the terms and conditions of the subscription of and paying up on the new Shares and instruments and (iv) remove 
or limit the statutory preferential subscription right of the shareholders. 
The Board of Directors may authorise any person to accept on behalf of the Company subscriptions and receive payment 
for Shares or instruments issued under the authorised capital. 
The above authorisation is valid for a period ending five (5) years after the date of the General Meeting creating or 
renewing the authorised capital. The above authorisation may be renewed, increased or reduced by a resolution of the 
General Meeting voting with the quorum and majority rules set for the amendment of the Articles of Association. 
Following each increase of the issued share capital in accordance with this article 6, article 5 of the Articles of 
Association will be amended so as to reflect the capital increase. Any such amendment will be recorded in a notarial 
deed upon the instructions of the Board of Directors or of any person duly authorised by the Board of Directors for 
this purpose." 
2. Decision to amend article 28 of the articles of association of the Company so that it shall read as follows: 
"Article 28. Representation 
Subject to the other provisions of the Articles of Association, a shareholder at the Record Date may act at any General 
Meeting by appointing in writing, to be transmitted by any means of communication allowing for the transmission of a 
written text, another natural or legal person who needs not to be a shareholder himself to attend and vote at the 
General Meeting in his name. The proxy holder shall enjoy the same rights to speak and ask questions in the General 
Meeting as those to which the shareholder thus represented would be entitled. 
A person acting as a proxy holder may hold a proxy from more than one shareholder without limitation as to the number 
of shareholders so represented. 
Where a proxy holder holds proxies from several shareholders, it may cast votes for a certain shareholder differently 
from votes cast for another shareholder. 
Subject to the other provisions of the Articles of Association, shareholders at the Record Date shall appoint a proxy 
holder in writing. Such appointment shall be notified by the shareholders to the Company in writing by postal services 
or electronic means to the postal or electronic address indicated in the convening notice. Such paragraph shall apply 
mutatis mutandis for the revocation of the appointment of a proxy holder. 
The Board of Directors may determine the form of proxy and may request that the proxies (in copy or original) be 
deposited at the place indicated by the Board of Directors no later than the fifth (5^th) Luxembourg business day prior 
to the date of the General Meeting or any other later date established by the Board of Directors as will be specified 
in the convening notice for the relevant General Meeting. Any legal entity, being a shareholder, may execute a form of 
proxy under the hand of a duly authorised officer, or may authorise such person as it thinks fit to act as its 
representative at any General Meeting, subject to the production of such evidence of authority as the Board of 
Directors may require. 
Persons holding their Shares through a securities settlement system may attend and vote at a General Meeting in 
accordance with the provisions of this Article 28. 
Subject to the internal rules of the relevant securities settlement system, shareholders may also give instructions as 
to how to exercise their vote at the General Meeting to the broker, bank, custodian, dealer or other qualified 
intermediary, with which their Shares are held." 
3. Decision to amend article 29 of the articles of association of the Company so that it shall read as follows: 
"Article 29. Right to ask questions 
Every shareholder shall have the right to ask questions at the General Meeting related to items on the agenda of the 
General Meeting. The Company shall answer the questions put to it by the shareholders. The right to ask questions and 
the obligation of the Company to answer the questions are subject to the measures to be adopted by the Company to 
ensure the identification of shareholders, the proper order and handling of General Meetings, as well as the protection 
of confidentiality and business interests of the Company. 
The Company may provide an overall answer to several questions having the same subject. When the information requested

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