MyBucks S.A.: MyBucks announces the results of the Annual General Meeting and the Extraordinary General Meeting

 

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Corporate release

MyBucks announces the results of the Annual General Meeting and the Extraordinary General Meeting

Luxembourg, December 6^th, 2018 - On December 6^th, 2018 (10:00am CET), MyBucks S.A. held its Annual General Meeting of shareholders for the financial year ended 30 June 2018 and an Extraordinary General Meeting at its registered office in Luxembourg today.

 

Annual General Meeting

It appeared from the attendance list established and certified by the members of the bureau that 9,537,040 shares, representing 75.00% of the share capital of the Company in an amount of 12,965,613, were duly represented at this meeting which was consequently regularly constituted. The shareholders present at the meeting unanimously voted in favour of the:

- Approval of the audited standalone financial statements of the Company for the financial period ended 30 June 2018;

- Continuation of the activities of the Company considering the losses suffered by the Company as at 30 June 2018 in accordance with article 480-2 of the Law;

- Discharge to be granted to the board of directors (quitus) for the performance of their duties for the financial period ended 30 June 2018;

- Discharge to be granted to PricewaterhouseCoopers as the "Réviseur d'Entreprises Agréé" (quitus) for the performance of its duties for the financial year ended 30 June 2018;

- Renewal of the mandate of the Réviseur d'Entreprises Agréé PricewaterhouseCoopers;

- Appointment of Markus Schachner as a member of the board of directors for the next year;

- Appointment of Cornel Vermaak as a member of the board of directors for the next year;

- Appointment of Frederic Bidet as a member of the board of directors for the next year;

The approval of the consolidated financial statements of the Company for the financial period ended 30 June 2018 was duly approved with 9,537,040 votes in favour and no abstentions.

Sergey Gorchakov was granted the power to perform all formalities pertaining to the filing and publication of the consolidated and standalone financial statements of the Company for the financial year ended 30 June 2018 with the Luxembourg Register of Commerce and Companies.

The Chairman informed the shareholders that George Manyere has resigned from the Board with effect of 6 December 2018.

No miscellaneous matters were raised.

Extraordinary General Meeting

It appeared from the attendance list established and certified by the members of the bureau that 9,537,040 shares, representing 75.00% of the share capital of the Company in an amount of 12,965,613, were duly represented at this meeting which was consequently validly constituted. The shareholders present or legally represented at the meeting voted in favour of all the resolutions tabled.

As a result, the Company resolved, with 9,537,040 votes in favour and no votes against, nor any abstentions, to amend article 12 of the Articles which shall henceforth read as follows:

"Art. 12. Conflicts of interest. If any member of the Board has or may have any personal interest in any transaction of the Company, such member shall disclose such personal interest to the Board and shall not consider or vote on any such transaction.

Such transaction and such Director's interest therein shall be disclosed in a special report to the next General Meeting before any vote by the latter on any other resolution. In case of a Sole Director, it suffices that the transactions between the Company and the Director, who has such an opposing interest, be recorded in writing.

Where, by reason of a conflict of interests, the number of Directors required under the Articles to deliberate and vote on the matter in question is not reached, the Board can, unless otherwise provided in the articles of association, decide to defer the decision on that point to the Shareholders in General Meeting.

The provisions of the preceding paragraphs shall not apply where the decisions of the Board or the Sole Director relate to ordinary business transactions entered into under normal conditions."

Furthermore, the Company resolved, with 9,254,327 votes in favour, 282,713 votes against, and no abstentions, to increase the authorised capital of the Company from its current amount of EUR 3,032,387 up to EUR 7,500,000.

Finally, the Company also resolved, with 9,254,327 votes in favour, 282,713 votes against, and no abstentions, to amend article 6 paragraphs 2 and 5 of the Articles which shall henceforth read as follows:

"The Authorised Capital of the Company is seven million five hundred thousand euro (EUR 7,500,000.-). 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 seven million five hundred thousand euro (EUR 7,500,000.-)."

"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 at such price, which shall in no case be lower than eight euro (EUR 8) 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.".

The Directors have been given authority to take the necessary action to implement the above changes.

Constitution of Board of Directors

As a result of the outcome of today's Annual General Meeting, on which two new directors have been appointed, the Board now has seven Directors.

ENDS

About MyBucks

MyBucks S.A. (WKN: A2AJLT, ISIN: LU1404975507, Ticker Symbol: MBC:GR) is a FinTech company based in Luxembourg that delivers seamless financial services through technology. Through its brands Fair Go Finance, GetBucks, GetSure, MBC, NFB and Opportunity Bank, the company offers impact loans, unsecured consumer loans, banking solutions as well as insurance products to customers. MyBucks has experienced exponential growth since its inception in 2011 and today has operations in twelve African and two European countries as well as in Australia. MyBucks aims to ensure that its product offering is accessible, simple and trustworthy, in comparison to traditional, non-technological methods, ultimately working towards enhancing the benefits to the customer. The MyBucks' product offering enables customers to manage their financial affairs easily and conveniently. Discover more at .

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