UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of May, 2024.
Commission File Number 001-40736
Lilium N.V.
(Translation of registrant’s name into English)
Galileostraße 335
82131 Gauting, Germany
Telephone: +49 160 9704 6857
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
CONTENTS
Explanatory Note
Summary of May 30, 2024 Extraordinary General Meeting of Shareholders
On May 30, 2024, Lilium N.V. (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). Of the total of 528,851,942 of the Company’s shares A and shares B issued, outstanding and eligible to vote as of the record date of May 2, 2024, a quorum of 299,836,859 shares A and 23,113,065 shares B, or approximately 66%, voted at or were represented by proxy at the Extraordinary General Meeting.
A copy of the minutes of the proceedings of the Extraordinary General Meeting is furnished as Exhibit 99.1 hereto. At the Extraordinary General Meeting, the shareholders approved following voting item on the agenda:
| - | Designation of the Board as the competent body to issue and grant rights to subscribe for Shares A in the share capital of the Company up to a maximum of 15% of the issued capital at the date of the Extraordinary General Meeting for a period of 36 months from the Extraordinary General Meeting and to limit or exclude statutory pre-emptive rights related thereto (voting item) |
This was an extraordinary general meeting of the Company. The Company will convene an annual general meeting of shareholders later in 2024.
June 26, 2024 Extraordinary General Meeting of Shareholders
On May 31, 2024, the Company made available to its shareholders a convocation notice and other materials related to the Company’s extraordinary general meeting of shareholders (the “June 2024 Extraordinary General Meeting”), which are furnished as Exhibits 99.2 to 99.5 to this Report on Form 6-K. The June 2024 Extraordinary General Meeting is expected to be held on Wednesday, June 26, 2024, at 9:00 a.m. CEST (3:00 a.m. EDT) at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands.
Incorporation by Reference
The contents of this Report on Form 6-K (other than Exhibit 99.1 hereto) are hereby incorporated by reference into Lilium’s registration statements on Form F-3 filed with the U.S. Securities and Exchange Commission (“SEC”) on May 3, 2024 (File No. 333-279113), November 24, 2023 (File No. 333-275742), September 18, 2023 (File No. 333-274550), June 9, 2023 (File No. 333-272571), November 25, 2022, as amended or supplemented (File No. 333-268562), and October 3, 2022, as amended or supplemented (File Nos. 333-267718 and 333-267719), and the Company’s registration statements on Form S-8 filed with the SEC on November 18, 2021 (File No. 333-261175) and March 21, 2024 (File No. 333-278148).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: May 31, 2024 | Lilium N.V. | ||
| By: | /s/ Klaus Roewe | ||
| Name: | Klaus Roewe | ||
| Title: | Chief Executive Officer and Executive Director | ||
EXHIBIT INDEX
Exhibit 99.1
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF LILIUM N.V.
May 30, 2024
Roger Franks, Chief Legal Officer of Lilium N.V. (the “Company”), opened the extraordinary general meeting of shareholders of the Company (the “Meeting”) as the chair of the Meeting and designated Dirk-Jan Smit, civil law notary of Freshfields Bruckhaus Deringer LLP, Amsterdam office, the Company’s Dutch legal counsel, as the secretary of the Meeting.
The secretary of the Meeting noted that the Meeting had been convened with due observance of all applicable provisions of Dutch law and the Company’s articles of association and that, at the Meeting, 299,836,859 shares A and 23,113,065 shares B in the Company’s capital were present or represented, representing approximately 66% of the Company’s issued share capital (excluding shares held in treasury by the Company).
The chair of the Meeting noted that there were no shareholders or others with statutory meeting rights in respect of the Company present at the Meeting in person who had questions or comments with respect to the agenda items for the Meeting and, therefore, proceeded to the vote on the voting items on the agenda.
The chair of the Meeting then noted that, based on the voting proxies received, each voting item on the agenda was passed by the requisite majority of votes cast.
The chair of the Meeting then closed the Meeting.
| /s/ Roger Franks | |
| Roger Franks | |
| Chief Legal Officer of Lilium N.V. |
| /s/ Dirk-Jan Smit | |
| Dirk-Jan Smit | |
| Civil Law Notary of Freshfields Bruckhaus Deringer LLP, Amsterdam Office |
Exhibit 99.2
Convocation notice
Notice convening the extraordinary general meeting of shareholders (the General Meeting) of Lilium N.V. (Lilium or the Company) to be held on Wednesday, June 26, 2024, at 9:00 a.m. CEST (3:00 a.m. EST) at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands.
We would like to emphasize the availability and encourage shareholders to utilize the option of voting by (electronic) proxy as referred to in this notice. Upon registration in accordance with the procedure as set out in this notice, the General Meeting can also be followed via a live audio webcast, which will be available at https://www.cstproxy.com/lilium/2024.
Please note that this is an extraordinary general meeting. The Company will convene an annual general meeting for the approval of 2023 annual accounts following the completion of the audit.
The Board of Directors of Lilium (the Board) recommends that shareholders vote FOR the voting item.
Availability of documents
The agenda of the General Meeting, including the ancillary documentation thereto, is now available for inspection at the offices of the Company, on the Investors page of the Company's website (https://ir.lilium.com) or at https://www.cstproxy.com/lilium/2024. Paper copies of the aforementioned documents are also available to shareholders, free of charge, via Continental Stock Transfer & Trust Company from today, by sending an email to proxy@continentalstock.com.
Record Date
Shareholders (which for the purposes of this notice also include holders of rights of usufruct and pledgees with voting rights) are entitled to attend and exercise their voting rights at the General Meeting if they (i) are registered as such in one of the registers designated by the Company on May 29, 2024, after the processing of all entries and deletions on that date (the Record Date) and (ii) have registered for the General Meeting in accordance with the procedure as set out under ‘Registration procedure’.
Registration procedure
Shareholders who wish to attend (either in person or by proxy) and/or exercise their voting rights at (either in person or by proxy) the General Meeting must notify the Company either (i) by registering with Continental Stock Transfer & Trust Company electronically via the internet or via mail at Continental Stock Transfer & Trust Company, 1 State Street - 30th Floor - New York, NY 10004 or (ii) by sending an email to Legal@Lilium.com which email must enclose proof of their beneficial ownership of the relevant underlying shares in the Company's capital, by no later than Tuesday, June 25, 2024, at 9:00 a.m. EST.
Upon registration, shareholders are requested to indicate whether they wish to attend the General Meeting in person and whether they wish to exercise their voting rights by proxy.
Voting by proxy to a third party
Notwithstanding the requirement to notify the Company in accordance with the procedure as set out under ‘Registration procedure’, shareholders can also give a proxy to Dirk-Jan Smit, civil law notary, of Freshfields Bruckhaus Deringer LLP, Amsterdam office and any deputy-civil law notary working with Freshfields Bruckhaus Deringer LLP, Amsterdam office, each with the right of substitution, to exercise their voting rights on their behalf during the General Meeting.
The proxy may be given either electronically via the internet, in which case it must be received no later than Tuesday, June 25, 2024, at 9:00 a.m. EST, or in writing (for which purposes, forms can be obtained as set out under ‘Availability of documents’), in which case it must be received by (i) Continental Stock Transfer & Trust Company via mail at Continental Stock Transfer & Trust Company, 1 State Street - 30th Floor - New York, NY 10004 (for the Continental Proxy Card) or (ii) the Company via mail at Legal@Lilium.com (for the Company Proxy Card), no later than Tuesday, June 25, 2024, at 9:00 a.m. EST.
In-person admission
Registration for in-person admission to the General Meeting will take place on the day of the General Meeting from 8:30 a.m. CEST until the start of the General Meeting at 9:00 a.m. CEST. After this time, registration for in-person admission will no longer be possible. Shareholders must be able to present the registration confirmation and a valid identification document. In addition, holders of a written proxy must be able to present a copy of the written proxy.
Live audio webcast
Registration for the live audio webcast will take place on the day of the General Meeting from 8:30 a.m. CEST until the start of the General Meeting at 9:00 a.m. CEST. Shareholders must use the log-in details contained in the registration confirmation. The live audio webcast will be available at https://www.cstproxy.com/lilium/2024.
Questions on the agenda items
Only shareholders attending the General Meeting in person are able to pose questions on the agenda items during the General Meeting.
Munich, Germany, May 31, 2024
The Board of Lilium N.V.
Exhibit 99.3
Lilium N.V. publishes convocation and agenda
for its upcoming Extraordinary General Meeting of shareholders
MUNICH, Germany, May 31, 2024 – Lilium N.V. (“Lilium”) (NASDAQ: LILM) today published the convocation notice and agenda for its Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”), which will be held on Wednesday, June 26, 2024, at 9:00 a.m. CEST (3:00 a.m. EDT) at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands.
The convocation notice for the Extraordinary General Meeting, the agenda with explanatory notes as well as all ancillary documents relevant for the meeting are available on the Investor’s page of the Company’s website (https://ir.lilium.com). Such documents provide further details regarding the Extraordinary General Meeting, including information regarding the record date, voting by proxy, and the live audio webcast of the Extraordinary General Meeting.
Contact Information for Investors:
Rama Bondada
Vice President, Investor Relations
investors@lilium.com
Contact Information for Media:
Christine Pierk
Communications Manager
+49 151 53919945
press@lilium.com
About Lilium
Lilium (NASDAQ: LILM) is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, the UK, the United Arab Emirates, and the Kingdom of Saudi Arabia, Lilium’s 1000+ strong team includes approximately 500 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium’s headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. To learn more, visit www.lilium.com.
Exhibit 99.4
Agenda for the extraordinary general meeting of shareholders (the General Meeting) of Lilium N.V. (Lilium or the Company) to be held on Wednesday, June 26, 2024, at 9:00 a.m. CEST (3:00 a.m. EST) at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands.
Upon registration in accordance with the procedure as set out in the convocation notice, the General Meeting can also be followed via an audio link, which will be available at https://www.cstproxy.com/lilium/2024.
The Board of Directors of Lilium (the Board) recommends that shareholders vote FOR the voting item.
Agenda
| 1. | Opening |
Issuance of shares
| 2. | Designation of the Board as the competent body to issue and grant rights to subscribe for Shares A in the share capital of the Company up to a maximum of 25% of the issued capital at the date of the General Meeting for a period of 36 months from the General Meeting and to limit or exclude statutory pre-emptive rights related thereto (voting item) |
Other
| 3. | Any other business (discussion item) |
| 4. | Closing |
Please note that this is an extraordinary general meeting. The Company will convene an annual general meeting for the approval of 2023 annual accounts following the completion of the audit.
Explanatory notes to the agenda
Item 2: Designation of the Board as the competent body to issue and grant rights to subscribe for Shares A in the share capital of the Company up to a maximum of 25% of the issued capital at the date of the General Meeting for a period of 36 months from the General Meeting and to limit or exclude statutory pre-emptive rights related thereto (voting item)
This agenda item proposes to designate the Board as the corporate body competent (i) to issue shares A in the share capital of the Company and grant rights to subscribe for Shares A in the share capital of the Company at any time during a period of 36 months from the date of the General Meeting up to a maximum of 25% of the issued share capital of the Company, to be calculated against the amount of issued share capital as it will be at the date of the General Meeting and (ii) to limit or exclude the statutory pre-emptive rights with regard to such (rights to subscribe for) shares.
For the avoidance of doubt, this designation is in addition to the existing designations of the Board to issue shares (to the extent still available) as resolved by the Company’s general meetings of shareholders held on July 7, 2023, September 11, 2023, and May 30, 2024.
Exhibit 99.5
| 2024 2. Designation of the Board as the competent body to issue (and grant rights to subscribe for) Shares A in the share capital of the Company up to a maximum of 25% of the issued capital at the date of the Extraordinary General Meeting for a period of 36 months from the Extraordinary General Meeting and to limit or exclude statutory pre-emptive rights related thereto. LILIUM N.V. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK EASY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED CONTROL NUMBER Signature______________________________Signature, if held jointly__________________________________Date_____________, 2024. When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. PROXY CARD The Board of Directors recommends you to vote FOR the following: Please mark your votes like this X FOR AGAINST ABSTAIN INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. VOTE AT THE MEETING – If you plan to attend the virtual online general meeting, you will need your 12-digit control number to vote electronically at the general meeting. To attend the general meeting, visit: https://www.cstproxy.com/lilium/2024 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. The mailed proxy card must be received by Continental Stock Transfer & Trust Company no later than Tuesday, June 25, 2024 at 9:00 a.m. EDT. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by Tuesday, June 25, 2024 at 9:00 a.m. EDT. |
| 2024 Important Notice Regarding the Availability of Proxy Materials for Extraordinary General Meeting of Shareholders to be held on June 26, 2024: The Convocation Notice and Agenda are available at: https://www.cstproxy.com/lilium/2024 Paper copies of the proxy materials are also available, free of charge, via Continental Stock Transfer & Trust Company from May 31, 2024 at 4:30 p.m. EDT, by sending an email to: proxy@continentalstock.com. For the extraordinary general meeting of shareholders (the Extraordinary General Meeting) of Lilium N.V. (the Company) to be held on Wednesday, June 26, 2024, at 9:00 a.m. CEST at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, the shareholder(s) hereby grant(s) a power of attorney to Dirk-Jan Smit, civil law notary, of Freshfields Bruckhaus Deringer LLP, Amsterdam office, and any deputy-civil law notary working with Freshfields Bruckhaus Deringer LLP, Amsterdam office, each with the right of substitution, to represent it at the Extraordinary General Meeting and to address the Extraordinary General Meeting and exercise the voting rights attached to the shares that the shareholder(s) hold(s) on the record date, i.e. Wednesday, May 29, 2024, after the processing of all entries and deletions on that date, with which the shareholder(s) wish(es) to be represented and vote at the Extraordinary General Meeting, in the manner set out on the reverse side of this ballot on its behalf. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, OR IF MULTIPLE INSTRUCTIONS ARE SELECTED ON THE REVERSE SIDE OF THIS BALLOT FOR ANY SINGLE VOTING ITEM, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS For further information, please visit the Company’s website at www.lilium.com. This power of attorney is governed by the laws of the Netherlands. (Continued and to be marked, dated and signed on reverse side) FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED LILIUM N.V. |
