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EQS-News: CORESTATE CAPITAL HOLDING S.A.
/ Bekanntmachung der Einberufung zur Hauptversammlung
CORESTATE CAPITAL HOLDING S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 25.03.2026 in Luxemburg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
24.02.2026 / 15:05 CET/CEST
Bekanntmachung gemäß §121 AktG, übermittelt durch EQS News
- ein Service der EQS Group.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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CORESTATE CAPITAL HOLDING S.A.
9, Grand-Rue, L-1661 Luxembourg, Grand Duchy of Luxembourg
Registered with the Luxembourg Trade and Companies Register
under registration number B 199780
Luxembourg, 24 February 2026
CONVENING NOTICE TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
The chief executive officer (the CEO) and sole director of Corestate Capital Holding S.A. (the Company) hereby convenes all shareholders to the annual general meeting of the shareholders of the Company (the Meeting), which shall be held
| on |
25 March 2026 |
| at |
10:00 a.m. CET |
| at |
Novotel Luxembourg Kirchberg, Quartier Européen Nord, 6, rue Fort Niedergrünewald, L-2226 Luxembourg, Grand Duchy of Luxembourg |
with the agenda set out below.
| I. |
Quorum and majority requirements
Pursuant to the Company’s articles of association (the Articles) and applicable law, resolutions at the Meeting are adopted by a simple majority of the votes validly cast, regardless of the portion of capital represented. |
| II. |
Agenda
| 01 |
APPOINTMENT OF THE INDEPENDENT AUDITOR (CABINET DE RÉVISION AGRÉÉ) FOR THE FINANCIAL YEARS 2022 TO 2026
The CEO and the supervisory board of the Company (the Supervisory Board) propose that the Meeting approves the appointment of KPMG Audit S.à r.l., with registered office at 39, John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (KPMG), as independent auditor (cabinet de révision agréé) for the stand-alone annual accounts and consolidated financial statements of the Company for the financial years 2022 to 2026 (inclusive). |
| 02 |
PRESENTATION AND APPROVAL OF THE STAND-ALONE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR 2022, OF THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2022, THE AUDITOR REPORT RELATING TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2022 AS WELL AS THE MANAGEMENT REPORT FOR THE FINANCIAL YEAR 2022
The Supervisory Board has not made any comments on the stand-alone annual accounts, the consolidated financial statements for the financial year 2022 as drawn up by the CEO (the 2022 Financial Statements), or on the report prepared by the CEO (the 2022 Management Report) and the report of the independent auditor relating to the 2022 Financial Statements (the 2022 Auditor Report).
The CEO and the Supervisory Board propose that the Meeting approves the 2022 Financial Statements in accordance with article 461-7 of the Luxembourg act on commercial companies dated 10 August 1915, as amended (the Companies Act).
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| 03 |
ACKNOWLEDGEMENT OF THE LOSS OF THE COMPANY MADE WITH RESPECT TO THE FINANCIAL YEAR 2022
The CEO proposes that the Meeting acknowledges that the Company made a loss with respect to the financial year 2022 in an aggregate amount of EUR 867,089,349.07 (the 2022 Loss).
The CEO notes that as a result of the 2022 Loss, the net assets of the Company continue to stand below one quarter of the Company’s share capital. The CEO notes that the Company’s shareholders had, at the occasion of an extraordinary general meeting of the Company held on 14 July 2023, approved the continuation of the activities of the Company despite the losses of the Company, in accordance with article 480-2 of the Companies Act.
The CEO proposes that the Meeting resolves to (i) set off the 2022 Loss against the profits and reserves carried forward from the previous financial year and (ii) carry forward the balance of losses in an aggregate amount of EUR 768,412,207.82 to the next financial year.
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| 04 |
DISCHARGE (quitus) to Mr Udo Giegerich for the performance of his mandate as member of the management board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Udo Giegerich for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2022. |
| 05 |
DISCHARGE (quitus) to Mrs Izabela Danner for the performance of her mandate as member of the management board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mrs Izabela Danner for the performance of her duties as member of the Management Board for, and in connection with, the financial year 2022. |
| 06 |
DISCHARGE (quitus) to Mr Ralf Struckmeyer for the performance of his mandate as member of the management board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Ralf Struckmeyer for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2022. |
| 07 |
DISCHARGE (quitus) to Mr Stavros Efremidis for the performance of his mandate as member of the Management board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Stavros Efremidis for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2022. |
| 08 |
DISCHARGE (quitus) to Mr Stavros Efremidis for the performance of his mandate as member of the Supervisory Board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Stavros Efremidis for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. |
| 09 |
DISCHARGE (quitus) to Dr. Friedrich Oelrich for the performance of his mandate as member of the Supervisory Board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Friedrich Oelrich for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. |
| 10 |
DISCHARGE (quitus) to Dr. Bertrand Malmendier for the performance of his mandate as member of the Supervisory Board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Bertrand Malmendier for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. |
| 11 |
DISCHARGE (quitus) to Dr. Roland Manfred Folz for the performance of his mandate as member of the Supervisory Board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Roland Manfred Folz for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. |
| 12 |
DISCHARGE (quitus) to Dr. Nedim Cen for the performance of his mandate as member of the Supervisory Board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Nedim Cen for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. |
| 13 |
DISCHARGE (quitus) to Dr. Sven-Marian Berneburg for the performance of his mandate as member of the Supervisory Board for the financial year 2022
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Sven-Marian Berneburg for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. |
| 14 |
ADVISORY NON-BINDING VOTE ON THE REMUNERATION REPORT FOR THE FINANCIAL YEAR 2022
The CEO and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the remuneration report for the financial year 2022 (the 2022 Remuneration Report) in accordance with the requirements of article 7ter of the Luxembourg law dated 24 May 2011 relating to the exercise of certain rights of shareholders at general meetings of listed companies, as amended (the 2011 Law). |
| 15 |
ADVISORY NON-BINDING VOTE ON THE UPDATED REMUNERATION POLICY
The CEO and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the updated remuneration policy (the Remuneration Policy) in accordance with the requirements of article 7bis of the 2011 Law. |
| 16 |
APPROVAL OF THE PARTICIPATION OF DR. SVEN-MARIAN BERNEBURG IN THE LONG-TERM INCENTIVE PLAN
The CEO and the Supervisory Board propose that the Meeting approves that Dr. Sven-Marian Berneburg may participate in the long-term incentive plan of the Company as set out in the Remuneration Policy and receive a number of 1,661,595 ordinary shares in the Company under such long-term incentive plan. |
| 17 |
PRESENTATION AND APPROVAL OF THE STAND-ALONE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR 2023, OF THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2023, THE AUDITOR REPORT RELATING TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2023 AS WELL AS THE MANAGEMENT REPORT FOR THE FINANCIAL YEAR 2023
The Supervisory Board has not made any comments on the stand-alone annual accounts, the consolidated financial statements for the financial year 2023 as drawn up by the CEO (the 2023 Financial Statements and, together with the 2022 Financial Statements, the Financial Statements), or on the report prepared by the CEO (the 2023 Management Report and, together with the 2022 Management Report, the Management Reports) and the report of the independent auditor relating to the 2023 Financial Statements (the 2023 Auditor Report and, together with the 2022 Auditor Report, the Auditor Reports).
The CEO and the Supervisory Board propose that the Meeting approves the 2023 Financial Statements in accordance with article 461-7 of the Companies Act.
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| 18 |
ACKNOWLEDGEMENT OF THE PROFIT OF THE COMPANY MADE WITH RESPECT TO THE FINANCIAL YEAR 2023
The CEO proposes that the Meeting acknowledges that the Company made a profit with respect to the financial year 2023 in an aggregate amount of EUR 287,971,692.26 (the 2023 Profit).
The CEO notes that despite the 2023 Profit, the net assets of the Company continue to stand below one quarter of the Company’s share capital. The CEO notes that the Company’s shareholders had, at the occasion of an extraordinary general meeting of the Company held on 14 July 2023, approved the continuation of the activities of the Company despite the losses of the Company, in accordance with article 480-2 of the Companies Act.
The CEO proposes that the Meeting resolves to (i) set off the 2023 Profit against the losses carried forward from the previous financial year and (ii) carry forward the balance of losses in an aggregate amount of EUR 480,440,515.56 to the next financial year.
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| 19 |
DISCHARGE (QUITUS) TO MR UDO GIEGERICH FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Udo Giegerich for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2023. |
| 20 |
DISCHARGE (QUITUS) TO MRS IZABELA DANNER FOR THE PERFORMANCE OF HER MANDATE AS MEMBER OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mrs Izabela Danner for the performance of her duties as member of the Management Board for, and in connection with, the financial year 2023. |
| 21 |
DISCHARGE (QUITUS) TO MR STEPHAN GÖTSCHEL FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Mr Stephan Götschel for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2023. |
| 22 |
DISCHARGE (QUITUS) TO DR. NEDIM CEN FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Nedim Cen for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2023. |
| 23 |
DISCHARGE (QUITUS) TO DR. NEDIM CEN FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Nedim Cen for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. |
| 24 |
DISCHARGE (QUITUS) TO DR. BERTRAND MALMENDIER FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Bertrand Malmendier for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. |
| 25 |
DISCHARGE (QUITUS) TO DR. SVEN-MARIAN BERNEBURG FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Sven-Marian Berneburg for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. |
| 26 |
DISCHARGE (QUITUS) TO DR. CARLOS MACK FOR THE PERFORMANCE OF HIS MANDATE AS MEMBER OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting grants discharge (quitus) to Dr. Carlos Mack for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. |
| 27 |
CONFIRMATION AND APPOINTMENT OF MR ANDREAS PAUL UELHOFF AS MEMBER OF THE SUPERVISORY BOARD
The CEO and the Supervisory Board propose that the Meeting (i) confirms the appointment by co-optation of Mr Andreas Paul Uelhoff as member of the Supervisory Board, with effect as of 1 January 2025 and (ii) appoints Mr Andreas Paul Uelhoff as member of the Supervisory Board, for a term of office ending after the annual general meeting of the Company approving the annual accounts of the Company of the financial year ending on 31 December 2027.
Further information about the proposed candidate is available on the Company’s website at www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting” and will be available for inspection during the Meeting.
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| 28 |
CONFIRMATION AND APPOINTMENT OF MR WOLFGANG BAUER AS MEMBER OF THE SUPERVISORY BOARD
The CEO and the Supervisory Board propose that the Meeting (i) confirms the appointment by co-optation of Mr Wolfgang Bauer as member of the Supervisory Board, with effect as of 1 January 2025 and (ii) appoints Mr Wolfgang Bauer as member of the Supervisory Board for a term of office ending after the annual general meeting of the Company approving the annual accounts of the Company of the financial year ending on 31 December 2027.
Further information about the proposed candidate is available on the Company’s website at www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting” and will be available for inspection during the Meeting.
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| 29 |
APPOINTMENT OF DR. SVEN-MARIAN BERNEBURG AS MEMBER OF THE SUPERVISORY BOARD
The CEO and the Supervisory Board propose that the Meeting appoints Dr. Sven-Marian Berneburg as member of the Supervisory Board for a term of office ending after the annual general meeting of the Company approving the annual accounts of the Company of the financial year ending on 31 December 2029. |
| 30 |
ADVISORY NON-BINDING VOTE ON THE REMUNERATION REPORT FOR THE FINANCIAL YEAR 2023
The CEO and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the remuneration report for the financial year 2023 (the 2023 Remuneration Report and, together with the 2022 Remuneration Report, the Remuneration Reports) in accordance with the requirements of article 7ter of the 2011 Law. |
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| III. |
Total number of shares
On the date of the convening of the Meeting, the Company’s subscribed share capital equals EUR 30,000, represented by 166,159,451 shares without nominal value, all of which are fully paid up. Each share carries one vote, it being noted that the 16,390,892 shares currently held by Corestate Capital Advisors GmbH are considered as treasury shares and the voting rights attached to such shares are therefore suspended. The total number of voting rights is therefore 149,768,559. |
| IV. |
Available information and documentation
The following information is available on the Company’s website under www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting” and at the Company’s registered office in Luxembourg, as of the day of the publication of this convening notice:
| (i) |
full text of any document to be made available by the Company at the Meeting, including draft resolutions in relation to the above agenda items to be adopted at the Meeting and related documents (i.e. inter alia the Financial Statements, the Management Reports, the Supervisory Board reports, the Auditor Reports and the Remuneration Reports); |
| (ii) |
this convening notice; |
| (iii) |
the total number of shares and attached voting rights issued by the Company as of the date of publication of this convening notice; |
| (iv) |
the proxy form as further mentioned below; and |
| (v) |
the correspondence voting form as further mentioned below. |
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| V. |
Attendance
Each shareholder shall, on or before the Record Date (as defined below) indicate to the Company their intention to participate at the Meeting.
The participation at the Meeting and the exercise of voting rights attached to the shares held by a shareholder is determined in relation to the number of shares held by each shareholder at 11:59 p.m. (CET) on the 14th day prior to the Meeting (11 March 2026) (the Record Date). Shareholders must produce an attestation from their depository bank stating the number of shares held by the shareholder on the Record Date in order to be permitted to exercise their rights at the Meeting. Attestations must be received by the Company (by fax or e-mail) on 19 March 2026 at 11:59 p.m. (CET) at the latest, followed by the original by regular mail, to:
Corestate Capital Holding S.A.
c/o GFEI HV GmbH
Ostergrube 11
30559 Hannover
Germany
Fax: +49 511 47402319
E-Mail: HV@gfei.de
Attestation forms are available on the Company’s website under www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting”.
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| VI. |
Representation
Shareholders may appoint a proxy holder in writing, who does not need to be a shareholder of the Company, to attend the Meeting on their behalf. In order for the proxy form to take effect, the Company must be provided with an attestation by the depository bank relating to the shareholder and proving their status as shareholder at the beginning of the Meeting at the latest.
The duly completed and signed proxy form (by fax or e-mail) must be received by the Company on 19 March 2026 at 11:59 p.m. (CET) at the latest, followed by the original by regular mail to the address mentioned under item V. (Attendance) above.
Exercise of voting rights of shares in connection with proxy forms received after such date will not be possible.
Proxy forms are available on the Company’s website under www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting”.
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| VII. |
Vote by correspondence
Shareholders may also vote by correspondence. Please note that such form must be fully completed, signed and sent back to the Company in two originals. Voting forms which do not specify how a vote shall be counted or if the vote is retained, are void (nul). Voting forms must in any event include an attestation from the depository bank stating the number of shares held by the shareholder on the Record Date (see V. Attendance) as attachment.
The duly completed and signed voting forms (by fax or e-mail) must be received by the Company on 19 March 2026 at 11:59 p.m. (CET) at the latest, followed by the original by regular mail to the address mentioned under item V. (Attendance) above.
Exercise of voting rights of shares in connection with voting forms received after such date will not be possible.
Voting forms are available on the Company’s website under www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting”.
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| VIII. |
Additional important information for shareholders
Shareholders are hereby informed that the exercise of voting rights is exclusively reserved to such persons that were shareholders on the Record Date (or their duly appointed proxyholders). Transfer of shares after the Record Date is possible subject to usual transfer limitations, as applicable. However, any transferee having become owner of shares after the Record Date has no right to vote at the Meeting.
One or more shareholder(s) representing at least 5% of the Company’s share capital may request the addition of items to the agenda of the Meeting or table draft resolutions for items included or to be included on the agenda of the Meeting by sending such requests (by fax, post or e-mail) at the latest on 3 March 2026 at 11:59 p.m. (CET) to the contact information mentioned under item V. (Attendance) above.
Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address and a postal address to which the Company may correspond and confirm receipt of the request.
If you have questions regarding the Meeting feel free to call our meeting hotline +49 511 47402310 or send us an e-mail at hv@gfei.de (meeting hotline available from 9 a.m. to 5 p.m. CET except on bank holidays in Luxembourg or Germany).
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| IX. |
Data Protection Notice
Since the European Data Protection Act came into effect, data protection laws and regulations apply throughout Europe from 25 May 2018 onwards.
The protection of your data and the legally compliant processing of your data have a high priority for us. In our data protection notice for shareholders, we have summarized all information regarding the processing of personal data of our shareholders in a clear and structured way.
The data protection notice for shareholders can be retrieved and is available for viewing and downloading on the Company's website under www.corestate-capital.com in the segment “Investor Relations” > “Corporate Governance & General Meeting” > “General Meeting”.
The direct link is:
https://corestate-capital.com/wp-content/uploads/2026/02/20260219_Data-Protection-AGM-2026.pdf
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| X. |
Language
Please note that the Meeting will be held in German language. |
Luxembourg, 24 February 2026
Corestate Capital Holding S.A., Société Anonyme
The CEO
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