SENVION S.A.
Société anonyme
Siège social: 46A, Avenue J.F. Kennedy,
L-1855 Luxembourg
R.C.S. Luxembourg: B 186599
Revised Agenda for the Annual General Meeting of Senvion S.A.
On 8 May 2018, CCP II Acquisition Luxco S.à r.l. and CCP III Acquisition Luxco S.à r.l. (the Proposing Shareholders) being shareholders representing more than 5% of the Company's share capital, in accordance with article 4(1) of the Luxembourg
law on the exercise of certain shareholder rights at general meetings of listed companies dated 24 May 2011 (the Shareholder Rights Law), requested the Company to add a new item (10) to the agenda of the annual general meeting of the Company, to be held on
31 May 2018, at 09:00 a.m. (Central European Summer Time, CEST) at the Chambre de Commerce, 7, Rue Alcide de Gasperi, L-2981
Luxembourg, which was convened by notice dated 27 April 2018 (the AGM).
Consequently, the Company hereby publishes, on the Company's website, the Recueil Electronique des Sociétés et Associations,
the Luxembourg Tageblatt and the German Bundesanzeiger, the full updated agenda for the AGM, including the new item 10 and
the proposed resolution in relation to such new agenda item, in accordance with article 4 (4) of the Shareholder Rights Law:
REVISED AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING
| 1. | Presentation of the management report regarding the stand-alone annual accounts of the Company and the consolidated financial
statements for the financial year ended 31 December 2017.
| | 2. | Presentation of the report of the supervisory board regarding the stand-alone annual accounts and the consolidated financial
statements of the Company for the financial year ended 31 December 2017.
| | 3. | Presentation of the reports of the independent auditor (cabinet de révision agréé) of the Company regarding the stand-alone annual accounts and the consolidated financial statements of the Company for the
financial year ended 31 December 2017.
| | 4. | Approval of the stand-alone annual accounts of the Company for the financial year ended 31 December 2017. The Management Board proposes that the stand-alone annual accounts of the Company for the financial year ended 31 December
2017 be approved by the Meeting. | | 5. | Acknowledgement of the profit of the Company made with respect to the financial year ended 31 December 2017 and resolution
concerning the allocation of the results of the Company for the financial year ended 31 December 2017.
The Management Board proposes that the Meeting acknowledges that the Company made a loss after tax (adjusted) with respect
to the financial year ended on 31 December 2017 in an aggregate amount of EUR 4,835,384.09 and that the Meeting resolves to
carry forward the loss to the next financial year. | | 6. | Approval of the consolidated financial statements of the Company for the financial year ended 31 December 2017. The Management Board proposes that the consolidated financial statements of the Company for the financial year ended 31 December
2017 be approved by the Meeting. | | 7. | Discharge (quitus) to each of the present and past members of the Management Board of the Company, consisting of Jürgen Geißinger and Kumar
Manav Sharma, for the performance of their duties as members of the Management Board for, and in connection with, the financial
year ended 31 December 2017.
The Management Board proposes that the Meeting resolves the discharge of each of the members of the Management Board of the
Company for the performance of their duties as members of the Management Board for, and in connection with, the financial
year ended 31 December 2017. | | 8. | Discharge (quitus) to each of the present and past members of the supervisory board of the Company, consisting of Steven Holliday, Alberto
Terol, Ben Langworthy, Amol Jain, Todd Morgan, Matthias Schubert, Martin Skiba, Stefan Kowski, Carl Friedrich Arp Ole von
Beust and Deepak Mishra for the performance of their duties as members of the supervisory board of the Company for, and in
connection with, the financial year ended 31 December 2017.
The Management Board proposes that the Meeting resolves the discharge of each of the present and past members of the supervisory
board of the Company for the performance of their duties as members of the supervisory board for, and in connection with,
the financial year ended 31 December 2017. | | 9. | Renewal of the mandate of the independent auditor (cabinet de révision agréé) of the Company, Ernst & Young S.A., in relation to the stand-alone annual accounts and the consolidated financial statements
for the financial year ending on 31 December 2018.
The Management Board proposes that the mandate of Ernst & Young S.A., as independent auditor (cabinet de révision agréé) of
the Company in relation to the stand-alone annual accounts and the consolidated financial statements be renewed by the Meeting
for a term which will expire at the end of the annual general meeting of the shareholders of the Company called to approve
the stand-alone annual accounts and the consolidated financial statements for the financial year ending on 31 December 2018. | | 10. | Appointment of Frank Mattern as member of the supervisory board of the Company for a term of office ending after the annual
general meeting of the shareholders of the Company to be held in 2024.
The Proposing Shareholders propose that the Meeting resolves, following the resignation of Mr Deepak Mishra effective as of
31 May 2018 from his mandate as member of the supervisory board of the Company, to appoint Mr Frank Mattern as member of the
supervisory board of the Company with effect as of 31 May 2018 and for a term of office ending after the annual general meeting
of the shareholders of the Company to be held in 2024. | | 11. | Miscellaneous. |
This revised agenda replaces the initial agenda set out in the convening notice dated 27 April 2018 and shall be read in conjunction
with all other information set out in such convening notice.
Revised proxy and vote by correspondence forms are available at: SENVION S.A.
c/o Link Market Services GmbH
Landshuter Allee 10
80637 München
Germany
Fax: 0049/89/21027-289
E-Mail: agm@linkmarketservices.de
Website: senvion.com/agm2018
Luxembourg, 11 May 2018 SENVION S.A. The Management Board |
