To the Shareholders of MiniCap Technology Investment AG Shareholders’ Meeting
Transcription
To the Shareholders of MiniCap Technology Investment AG Shareholders’ Meeting
To the Shareholders of MiniCap Technology Investment AG Invitation to the Shareholders’ Meeting Wednesday, December 3rd, 2014 at 14h00 At the office of Python & Peter, 6, rue François-Bellot, 1206 Geneva Dear Shareholders, Please find enclosed the agenda of the forthcoming general meeting as well as the letter from the president which summarizes the most important events of the last fiscal year. You may either download the full annual report from the website: www.minicap.ch or use the attached registration form to ask for a printed copy of the annual report to be sent to an address of your choice. The minutes of the last General Assembly held on 11th December 2013 have also been made available on the website www.minicap.ch If you cannot participate to the meeting, you will also have the possibility to fill in the attached proxy and we will make sure that they will be accounted for at the general assembly. Hoping to see you numerous in Geneva, I remain sincerely yours, Clarence Peter Chairman Encl. : Agenda and Attendance Instructions President Letter Proxy Fax registration form Agenda of the General Assembly of MiniCap Technology Investment AG (December 3rd, 2014 at Python & Peter, 6, rue François-Bellot, 1206 Geneva) 1. Introduction 2. Approval of the minutes of the last general assembly dated December 11th, 2013 3. Presentation of latest developments in portfolio companies 4. Presentation of the financial statements 2013-2014 5. Presentation of the audited report 2013-2014 6. Approval of the annual report and financial statements 2013-2014 7. Discharge of the Board of Directors 8. Decision on the dissolution and entrance into liquidation of the company 9. Appointment of a liquidator : Clarence Peter 10. Election of the Auditors : PricewaterhouseCoopers, Lausanne 11. Miscellaneous Attendance Instructions Please note the following instructions with respect to the participation in the shareholders’ meeting: Every person attending the meeting has to carry an official piece of identification. Representatives of a legal entity have, in addition, to provide a copy of an excerpt of the commercial register proving that they are entitled to represent the legal entity; If you do not want to participate personally in the shareholders’ meeting, we kindly ask you to grant respective powers of attorney. A relevant form and related instructions are attached; Shareholders who are registered in the shareholders’ register as of November 26th 2014 are authorized to vote at the shareholders’ meeting. Shareholders who sell their shares after November 26th 2014 but prior to the shareholders meeting are not authorized to vote at such shareholders’ meeting. The shareholders’ register will be closed as of November 26th, 2014. Should you wish to exercise your rights through proxy, please send the attached form by fax and/or postal mail by latest December 1st, 2014 to: Vinci Capital, Mrs Sabine André, EPFL Innovation Park, Bât. C, 1015 Lausanne. Fax: 021 693 92 30 Clarence Peter Chairman MINICAP TECHNOLOGY INVESTMENT AG, Solothurn Solothurn, November 2014 Dear Shareholders, The year 2014 was the final exercise before entering into liquidation. A liquidator will now be appointed to realize the last assets and distribute the available liquidities. As you will note from the report, despite the continuous follow-up by the Board and the managing team, no further exit has been realized during the year 2013 – 2014. Nevertheless, Minicap Technology Investment AG achieved a consolidation of its participations through (i) a final reinvestment in Dartfish for a total amount of CHF 109’346 alongside other existing investors and recently (ii) the purchase at a discounted liquidation price from Renaissance PME Fondation Suisse de Placement of the two mirror participations held respectively in Tatis SA and in Tatis Holding SA. As a result, Dartfish is currently cash-flow sufficient and Minicap Technology Investment AG now controls 73% of the share-capital of Tatis SA and 76% of the share-capital of Tatis Holding SA, which will improve the feasibility of their exit. The short term objectives of the liquidator will be to complete the liquidation and to optimize your final return. To this respect, we have the pleasure to inform you that Vinci Capital SA confirmed its support to the liquidator during this process. We will be at your disposal to answer your questions you may have to this respect during the OGM. For the Board: Clarence Peter Chairman P.S. For the purpose of cost saving and ecological considerations, we have posted the annual report on our website (www.minicap.ch) and if you wish to receive a copy per mail, please advise Mrs Sabine André: [email protected] PROXY THE UNDERSIGNED, ____________________________________________ [company name], holder of ______________________[number] share(s) ______________________ in MiniCap Technology Investment AG, a Swiss joint stock company in Solothurn, gives to (please tick) : O Me Clarence Peter, Chairman, MiniCap Technology Investment AG O ____________________________________________ Mr./Ms. [full names] the right of substitution, all powers to represent it at the ordinary annual meeting of the shareholders regarding business year 2013/2014 and to decide in its name and vote upon the following items according to the following instructions: In favor of the motion of the Board of Directors Against motion of the Board of Directors Abstention 1. Approval of the minutes of the last general assembly dated December 11th, 2013 2. Approval of the annual report and financial statements 2013-2014 3. Discharge of the Board of Directors 4. Decision on the dissolution and entrance into liquidation of the company 5. Appointment of a liquidator : Clarence Peter 6. Election of the Auditors : PricewaterhouseCoopers, Lausanne Place, date: _____________________ Signature _______________________ To be returned by fax and/or postal mail by latest December 1st, 2014 to: Vinci Capital, Mrs Sabine André, EPFL Innovation Park, Bât. C, 1015 Lausanne Fax: 021 693 92 30 Fax Registration For the General Assembly of MiniCap Technology Investment AG GENERAL ASSEMBLY in Geneva ______________________________________________________________________ Date Wednesday December 3rd, 2014 Time 14h00-16h00 Place Geneva Address Python & Peter, 6, rue François-Bellot ______________________________________________________________________ O Yes, I would like to attend the General Assembly O No, unfortunately I cannot participate O I would like to receive a printed copy of the 2013/2014 annual report Name, First Name ________________________________________________________ Company ________________________________________________________ Street ________________________________________________________ Zip & City ________________________________________________________ Phone & Fax ________________________________________________________ E-mail ________________________________________________________ Please return this registration form until December 1st 2014 to: Vinci Capital, Mrs. Sabine André, EPFL Innovation Park, Bât. C, 1015 Lausanne Fax: 021 693 92 30