TOP 1 Presentation of the Annual Financial Statements and the Consolidated Financial Statements for the financial year ended December 31, 2018

no vote

TOP 2 Presentation of the Report of the Board of Directors for the financial year ended December 31, 2018

no vote

TOP 3 Presentation of the Auditor’s Report (réviseur d’entreprises agréé) for the financial year ended December 31, 2018

no vote

TOP 4 Approval of the Annual Financial Statements and the Consolidated Financial Statements for the financial year ended December 31, 2018, the Report of the Board of Directors and the Auditor’s Report

YES (Approval)

Motivation: Both statements are approved by the auditors without restrictions.

TOP 5 Appropriation of the result for the financial year ended December 31, 2018 - Proposal to allocate the profits for the year ended December 31, 2018, which amount to 69,160,996 EUR as follows.

Allocation of an amount of 2,010,396 EUR to the legal reserve Allocation of an amount of 67,150,600 EUR to the capital reserve.

YES (Approval)

Motivation: There is no reason not to accept this distribution of the profit.

TOP 6 Allocation of the other reserves to the capital reserve (Agio) - Proposal to allocate the other reserves in the amount of 44,973,729 EUR to the capital reserve (Agio).

Cancelled

TOP 7 Distribution of the Logwin AG to the shareholders - Proposal to make a distribution of 3.50 EUR per share to the shareholders.

Cancelled

TOP 8 Discharge of the members of the Board of Directors for the exercise of their mandates during the financial year ended December 31, 2018

YES (Approval)

Motivation: The Board of Directors has delivered orderly business and regained profitability of the Company. Discharge can be granted.

TOP 9 Appointment of members to the Board of Directors - statutory appointment:

Appointment of

a. Dr Antonius Wagner

b. Mr Sebastian Esser

c. Dr Michael Kemmer

d. Mr Philippe Prussen

as members of the Board of Directors for a term of office that expires at the end of the Ordinary Annual General Meeting 2020.

YES (Approval)

Motivation: It concerns the renewal of the mandates. There are no reasons known that speak against. 

TOP 10 Appointment of the auditor for the 2019 financial year The Board of Directors proposes that the auditing firm KPMG Luxembourg,

Société coopérative, be appointed auditor regarding the Annual Financial Statements and the Consolidated Financial Statements for the financial year ended December 31, 2019.

YES (Approval)

Motivation: It concerns the renewal of the mandate. There is no reason known that speak against. 

TOP 11 Acquisition of treasury shares The Board of Directors proposes that it be authorized on the Company's behalf to acquire up to 288,000 of its own company shares for all legally permitted purposes up to April 10, 2024. This corresponds to approximately 10 % of the share capital.

YES (Approval)

Motivation: There are no restrictions proposed to exclude shareholders from the buy-back program.

TOP 12 Remuneration for the non-executive members of the Board of Directors

It is proposed that the compensation for the non-executive members of the Board of Directors for the 2019 financial year be set at a total of 120,000 EUR.

YES (Approval)

Motivation: The amount proposed is not out of limits for such jobs.

Agenda for the Extraordinary General Meeting of Logwin AG

TOP 1 Extension of the authorization to the Board of Directors, for a period commencing on the day of the Extraordinary General Meeting which decides to prolong the authorized capital (i.e. April 10, 2019) and ending on the fifth (5) anniversary following the publication of the minutes of this Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the subscribed share capital in whole or in part within the limits of the authorized capital, excluding the subscription rights of shareholders, taking into account the conditions laid down in the Articles of Association of the Company.

NO (Rejection)

Motivation: To give authorization to rise capital by 100% is not appropriate. SdK is of the opinion, that this percentage should be limited to 20% as long as there are no concrete plans for investments.

TOP 2 Amendment of Article 5 (3) of the Articles of Association of the Company in line with agenda item 1 of the Extraordinary General Meeting.

It is proposed that Article 5 (3) of the Statutes be amended to read as follows:

„(3) The Board of Directors shall be authorized, for a period commencing on the day of the Extraordinary General Meeting which decides to prolong the authorized capital (i.e. 10 April 2019) and ending on the fifth (5) anniversary following the publication of the minutes of this Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the share capital of the Company once or several times by 1,509,105 (one million five hundred and nine thousand one hundred and five) shares by issuing new shares of no par value with or without premium ("prime d'émission") against contributions in cash and/or in kind. As is the case with such increases in capital stock, shareholders have no pre-emptive rights. Should capital increases be made against contributions in cash, then the provisions of Article 5 shall apply.”

NO (Rejection)

Motivation: Same as for point 2

TOP 3 Deletion of paragraph (9) of Article 5 of the Articles of Association of the Company.

It is proposed to delete paragraph (9) of Article 5 of the Articles of Association of the Company:

„(9) During the period from April 12, 2017 until June 7, 2017 each share of the Company shall be divided into 50 fractions of share. On the day following this due date, there shall only be whole, undivided shares. Accordingly, this paragraph of Article 5 shall then be cancelled and shall be deemed rescinded.

YES (Approval)

Motivation: This paragraph is out of date

Note: For objective reasons, the above-mentioned voting behaviour may be deviated from at the general meeting for legal reasons.