LAZARD ALPHA EURO SRI | Außerordentliche Generalversammlung 2024

LAZARD ALPHA EURO SRI

French open-end investment company 
Head office: 10, avenue Percier, 75008 Paris
519 071 306 R.C.S. PARIS 

NOTICE OF MEETING OF SHAREHOLDERS

Extraordinary General Meeting

The Company's Shareholders are convened for an Extraordinary General Meeting on April 24^th, 2024 at 2 p.m., 25, rue de Courcelles - in Paris (75008) “here after (the Meeting)”, in order to deliberate on the following agenda and proposed resolutions.

In the event that, this Meeting cannot deliberate validly, due to a lack of quorum, another meeting will be convened at the same place with the same agenda on May 14^th, 2024 at 2 p.m.

AGENDA

1. To read the Board of Directors’ report on the merger-absorption contract of LAZARD EQUITY RECOVERY by LAZARD ALPHA EURO SRI, to read the auditor’ report and to approve those reports.
2. To set the day for calculating the exchange parities and grant power to the Board of Directors to determine the exchange parities.
3. To increase the capital of LAZARD ALPHA EURO SRI in consideration of the contributions made as part of the merger-absorption of LAZARD EQUITY RECOVERY by LAZARD ALPHA EURO SRI.
4. To set the day of the merger-absorption and to grant power to the Board of Directors to evaluate the assets.
5. To grant power to the bearer of a copy or extract of those resolutions to complete filings.

DRAFT RESOLUTIONS

First Resolution
The Meeting, after having heard both the Board of Directors and the auditor’s reports, acknowledges having read the merger-absorption contract signed with the asset management company Lazard Freres Gestion acting on behalf of LAZARD EQUITY RECOVERY whose head office is in Paris (75008) 25 rue de Courcelles registered in the Paris Trade and Companies Register under the number 352 213 599, under the terms of which LAZARD EQUITY RECOVERY contributes by way of merger to LAZARD ALPHA EURO SRI its entire assets and liabilities, in return for:

- The assumption by LAZARD ALPHA EURO SRI of the entire liability of LAZARD EQUITY RECOVERY as well as the costs incurred by the dissolution thereof,

And 

- the allocation to unitholders of LAZARD EQUITY RECOVERY of shares issued to increase the variable capital, knowing that the number of shares of LAZARD ALPHA EURO SRI as remuneration for the contributions of LAZARD EQUITY RECOVERY will be determined such as:

The Meeting approves the merger-absorption contract concerned and agreed to the contribution.

This merger-absorption, which has received prior approval from the Financial Markets Authority, will be carried out on May 15^th 2024 on the basis of the net asset value determined on May 14^th 2024.

Second resolution
The Meeting sets May 15^th 2024, as the date on which the merger-absorption will take place and empowers the Board of Directors to evaluate the assets of LAZARD ALPHA EURO SRI on the aforementioned date.

Third resolution
The Meeting notes that the variable capital of LAZARD ALPHA EURO SRI will be increased by the issue of a number of shares representing a value equal to the value of the net assets contributed by LAZARD EQUITY RECOVERY.

Those shares will be distributed among the former holders of LAZARD EQUITY RECOVERY on the day set for the merger-absorption.

Fourth resolution
The Meeting grants all powers to the Board of Directors to pursue the final completion of contributions and mergers, especially, to sign all legal acts, to complete all procedures and filings, as well as to delegate all or part of those powers for the purposes above, sign all legal documents, all legal filings and documents, elect and do everything that is necessary.

Fifth resolution
The Meeting grants full powers to the bearer of a copy or extract of those resolutions with a view to completing all legal filing and publication.

* * *

Any shareholder will be admitted to the Meeting regardless of the number of their shares and may be represented by a shareholder proxy or by their spouse. The shareholder must prove his possession of shares by producing a certificate of deposit to the head office, at least two working days before the date of the meeting.

Holders of shares registered or held by administered accounts will be admitted to the Meeting upon simple proof of their identity, subject to having been registered in the company's registers at least two working days before the scheduled date of the meeting. 

In application of article R.225-72 of the Commercial Code, shareholders may, from this insertion and up to 25 days before the Meeting, request an inclusion on the agenda. Requests should be sent to the company's head office and must be accompanied by a brief statement of reasons as well as a certificate of account registration.

This notice of meeting of shareholders constitutes a conditional notice of meeting provided that no modification is made to the agenda following requests for registration of draft resolutions presented by the shareholders.

The Board of Directors