05.06.2019,
22276 Zeichen
General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
05.06.2019
The German version of this invitation shall be binding. This English translation
is for information purposes only.
voestalpine AG
Linz
FN 66209 t, ISIN AT0000937503
Invitation to the Annual General Meeting
We hereby invite our shareholders to the
27th Annual General Meeting of voestalpine AG
taking place on Wednesday, July 3, 2019 at 10:00 a.m.
in the Design Center Linz, Europaplatz 1, A-4020 Linz.
I. AGENDA
1. Presentation of the approved annual financial statements and management
report, the proposal with respect to the distribution of profits, the
consolidated financial statements and group management report, the
consolidated corporate governance report and the report of the Supervisory
Board to the Annual General Meeting on business year 2018/2019 and the
Consolidated Non-Financial Report 2018
2. Resolution on the allocation of the balance sheet profit of the business
year 2018/2019
3. Resolution on the discharge of the members of the Management Board for
business year 2018/2019
4. Resolution on the discharge of the members of the Supervisory Board for
business year 2018/2019
5. Resolution on the election of the auditor for the annual financial
statements and group´s consolidated financial statements for business year
2019/2020
6. Re-election of the Supervisory Board
7. Resolution on the authorization of the Management Board of voestalpine AG
a) to purchase own shares in accordance with Sec. 65 para. 1 no. 4 and
no. 8 as well as para. 1a and para 1b of the Austrian Stock Corporation Act
("Aktiengesetz or AktG") both on the stock exchange and over-the-counter to
the maximum extent of a total of 10% of the share capital also by excluding
pro rata disposal rights which may accompany such an acquisition (reverse
exclusion of subscription rights),
b) in accordance with Sec. 65 para. 1b AktG to determine a method of
selling or using shares in a manner other than via the stock exchange or a
public offer based on the provisions on the exclusion of shareholders´
subscription rights,
c) to decrease the share capital of the Company by a redemption of own
shares without any further resolution by the Annual General Meeting,
d) revocation of the authorization given by the Annual General Meeting on
July 5, 2017.
8. Resolution on the creation of new authorized capital in an amount equal to
20% of the share capital against cash contributions and with statutory pre-
emption rights, including indirect pre-emption rights as provided for in
Sec. 153 para. 6 of the AktG [Authorized Capital 2019/I], and on
corresponding amendments to Sec. 4 (Share Capital and Shares) para. 2 of
the Articles of Association
9. Resolution on the creation of new authorized capital in an amount equal to
10% of the share capital for issue against contributions in kind and/or to
employees, executives and members of the Management Board of the Company or
companies affiliated with the Company including authorization to exclude
pre-emption rights [Authorized Capital 2019/II], and on corresponding
amendments to Sec. 4 (Share Capital and Shares) para. 2 of the Articles of
Association
10. Resolution on authorization of the Management Board to issue financial
instruments within the meaning of Sec. 174 of the AktG, in particular
convertible bonds, income bonds and participation rights that can also
convey subscription and/or conversion rights to acquire shares of the
Company, including authorization to exclude shareholder pre-emption rights
to acquire the financial instruments
11. Resolution on cancellation of the contingent capital in accordance with
Sec. 159 para. 2 no. 1 AktG that was approved by a General Meeting
resolution of July 2, 2014, on approval of a contingent increase in the
share capital of the Company in accordance with Sec. 159 para. 2 no. 1 AktG
in an amount equal to 10% of the share capital that can be used to issue
shares to financial instrument holders [Contingent Capital 2019], and on
corresponding amendments to Sec. 4 (Share Capital and Shares) para. 6 of
the Articles of Association
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE
COMPANY WEBSITE
In particular, the following documents will be available on the website of the
Company at www.voestalpine.com [http://www.voestalpine.com/] no later than June
12, 2019:
Annual financial statements and management report,\nConsolidated corporate governance report,\nConsolidated Non-Financial Report 2018\nConsolidated financial statements and group management report,\nProposal with respect to the distribution of profits,\nReport of the Supervisory Board,
in each case for business year 2018/2019,\nResolution proposals for agenda items 2-11,\nReport by the Management Board in accordance with Sec. 65 para. 1b in combination with Sec. 170 para. 2 and Sec. 153 para. 4 AktG with regard to agenda item 7,\nReport by the Management Board in accordance with Sec. 170 para. 2 of the AktG in combination with Sec. 153 para. 4 of the AktG with regard to agenda item 9,\nReport by the Management Board in accordance with Sec. 174 para. 4 of the AktG in combination with Sec. 153 para. 4 of the AktG with regard to agenda items 10 and 11,\nArticles of Association with proposed amendments in track changes mode,\nStatements pursuant to Sec. 87 para 2 AktG together with Curriculum vitae of the candidates for the elections to the Supervisory Board,\nProxy authorization forms,\nProxy cancellation form,\nComplete text of this invitation.\nIII. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING
Eligibility to participate in the Annual General Meeting and to exercise voting
rights and other shareholder rights that apply to the Annual General Meeting are
based on the shareholding at the end of day on June 23, 2019 (record date to
provide proof of shareholding).
A person is only eligible to participate in the Annual General Meeting, if he/
she is a shareholder on this record date and is able to supply sufficient proof
of this status to the Company.
Proof of share ownership on the record date must be provided by delivering a
deposit certificate in accordance with Sec. 10a of the AktG to the Company no
later than June 28, 2019 (12:00 midnight, CEST, local Vienna time) exclusively
via one of the following communication channels and addresses.
(i) for transmission of the deposit certificate in written form
By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By SWIFT: GIBAATWGGMS -
(Message Type MT598 or MT599; ISIN AT0000937503 must be indicated in the text)
(ii) for transmission of the deposit certificate in text form, which is
permitted under Sec. 19 para. 3 of the Articles of Association
By fax +43 (0)1 8900 500 57
By e-mail anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for deposit certificates)
Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a deposit confirmation.
The record date has no impact on the saleability of the shares and has no
bearing on dividend rights.
Deposit certificates in accordance with Section 10a of the AktG
The deposit certification must be issued by a depositary bank domiciled in a
member state of the European Economic Area or a full member state of the OECD
and must contain the following information:
Information on the issuer: company name and address or a code commonly used in dealings between banks,\nInformation on the shareholder: name/company name and address, in addition date of birth for natural persons, and register and register number, if applicable, for legal persons in the legal person's country of origin\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000937503,\nSecurities account number and/or other designation,\nDate to which the deposit certificate refers.\n The depository certification to verify the shareholding as the basis for
participation in the Annual General Meeting must relate to the above-mentioned
record date for the proof of shareholding, i.e. June 23, 2019 (12:00 midnight,
CEST, local Vienna time).
The deposit certificate will be accepted in German or English.
For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
General Meeting.
In order to avoid delays at the entrance checks, shareholders are asked to
present themselves in due time before the start of the Annual General Meeting.
Voting cards may be collected starting at 9:00 a.m.
Data protection
The processing of personal data by voestalpine AG is absolutely necessary for
participation in the Annual General Meeting. Information on the processing of
personal Data of participants of the Annual General Meeting in accordance with
the General Data Protection Regulation is available at www.voestalpine.com/
datenschutz-hv [http://www.voestalpine.com/datenschutz-hv]
IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the Annual General Meeting
and has provided sufficient proof to the Company as described in point III of
this invitation is also entitled to appoint a representative, who will
participate in the Annual General Meeting on behalf of the shareholder and who
is vested with the same rights as the shareholder who he or she represents.
Proxy authorization must be granted to a specific person (natural person or
legal entity) in text form (Sec. 13 para. 2 AktG). It is also possible to
appoint several proxy holders.
The proxy can be appointed before or during the Annual General Meeting.
We offer the following communication channels and addresses for the delivery of
proxies:
By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax +43 (0)1 8900 500 57
By e-mail anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for deposit certificates)
The proxies must be received by the Company no later than July 2, 2019 at 4:00
p.m. (CEST, local Vienna time), exclusively at one of the previously listed
addresses, unless they are submitted at the entry or exits check at the Annual
General Meeting on the day of the Annual General Meeting.
A form for the appointment (or revocation) of a proxy holder can be downloaded
from the Company's Website at www.voestalpine.com [http://www.voestalpine.com/].
In order to ensure problem-free processing, we request that you only use the
forms which have been made available.
Details on appointing a proxy, especially the text form and contents of the
proxy, are set out in the proxy authorization form made available to
shareholders.
If the shareholder has appointed the depositary bank (Sec. 10a AktG) as her or
his proxy, it will suffice if the depositary bank submits a declaration in
addition to the deposit certificate, via the communication channels stipulated
for this purpose, stating that the depositary bank was appointed to serve as the
proxy.
Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorization.
The rules indicated above with respect to proxy authorization apply similarly to
proxy cancellation.
Independent voting representative
As a special service, a representative from the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), Feldmühlgasse 22, 1130 Vienna, is
available to shareholders as an independent voting proxy for exercising voting
rights in accordance with shareholder instructions at the Annual General
Meeting. IVA is currently planning to send Mr.
Wilhelm Rasinger to represent
shareholders at this Annual General Meeting. A special proxy form for
authorizing Mr. Wilhelm Rasinger may be downloaded from the Company's website at
www.voestalpine.com [http://www.voestalpine.com/] and must be delivered to the
Company only to one of the addresses indicated above for delivery of proxy
authorizations. Shareholders may also contact Mr. Wilhelm Rasinger directly at
IVA by phone +43 (0)1 8763343 30, fax +43 (0)1 8763343 39, or via e-mail at
wilhelm.rasinger@iva.or.at.
Shareholder must provide Mr. Wilhelm Rasinger with instructions on how he (or a
sub-proxy authorized by Mr. Wilhelm Rasinger) is to exercise their voting
rights. Mr. Wilhelm Rasinger only exercises voting rights based on the
instructions given by the shareholder. Without explicit instructions, Mr.
Wilhelm Rasinger will not exercise voting rights based on the proxy
authorization.
Guests
The General Meeting is the key governing body of a stock corporation as it is
the forum for the Company's owners - the shareholders. We therefore hope you
will appreciate that we cannot turn a General Meeting into an event for guests,
much as we value such interest. For further questions please contact the
Investor Relations Team (phone: +43 (0) 50304 15 8735, e-mail:
IR@voestalpine.com)
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110,
118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda pursuant to Sec. 109 AktG
Shareholders whose combined holdings represent at least 5% of the share
capital and who have owned these shares for at least three months prior to
making such request have the right to request in writing that additional
items be put on the agenda of this Annual General Meeting and be published
provided that such request is made in writing and delivered to the Company
no later than June 12, 2019 (12:00 midnight, CEST, local Vienna time) only
to the address voestalpine-Strasse 1, 4020 Linz, Legal, M&A and Compliance,
Attn. Mr. Christian Kaufmann. Each agenda item requested must be
accompanied by a resolution proposal and a statement of reasons. Proof of
shareholder status must be provided by submitting a deposit certificates in
accordance with Sec. 10a of the AktG that confirms that the requesting
shareholders have owned the shares for at least three months before the
request and must no more than seven days old at the time it is submitted to
the Company. Please refer to the section on the right to attend the Annual
General Meeting for information on the other requirements for the deposit
certificate (point III).
2. Resolutions proposed for the agenda by shareholders pursuant to Sec. 110
AktG
Shareholders whose combined holdings represent at least 1% of the share
capital have the right to submit resolution proposals in text form for any
agenda item, together with a statement of reasons, and request that these
proposals, together with the names of the shareholders concerned, the
reasons given and any statement by the Management Board or Supervisory
Board, be made available on the Company's website as entered into the
Commercial Register. Such requests must be delivered to the Company in text
form no later than June 24, 2019 (12:00 midnight, CEST, local Vienna time)
either by fax to +43 (0) 50304 15 5872 or by mail to the address
voestalpine-Strasse 1, 4020 Linz, Legal, M&A and Compliance, Attn. Mr.
Christian Kaufmann, or by e-mail to christian.kaufmann@voestalpine.com,
whereby the written request must be attached to the e-mail, e.g. as a PDF
file.
The following should be noted regarding elections to the Supervisory Board
(agenda item 6):
In nominations for the election of a Supervisory Board member, the
justification statement shall be replaced with a declaration by the person
being nominated in accordance with Sec. 87 para. 2 AktG. These declarations
must be received by the Company no later than June 24, 2019, and the
Company must make them available on the Company website recorded in the
Commercial Register no later than June 26, 2019. Otherwise, the respective
person may not be included in the voting.
In electing Supervisory Board members, the Annual General Meeting must
consider the criteria set forth in Sec. 87 para. 2a AktG, particularly the
professional and personal qualifications of the members, the professional
balance of the Supervisory Board, aspects of diversity and internationalism
as well as professional reliability. It is further announced, with respect
to nominations for the election of Supervisory Board members, that the
Company is subject to the application of Sec. 86 para. 7 AktG regarding
proportional gender equality on the Supervisory Board, and therefore the
minimum share requirement of Sec. 86 para. 7 AktG must be taken into
account. Neither a majority of the shareholder representatives nor a
majority of the employee representatives raised an objection under Sec. 86
para. 9 AktG to full compliance with the quota. Therefore, if the number of
Supervisory Board members remains the same, full compliance with the
minimum share requirement means that four women must be on the Supervisory
Board of the Company in the future.
Proof of shareholder status must be provided by submitting a deposit
certificate in accordance with Sec. 10a of the AktG that is no more than
seven days old at the time it is submitted to the Company. Please refer to
the section on the right to attend the Annual General Meeting for
information on the other requirements for the deposit certificate (point
III).
3. The right of shareholders to obtain information pursuant to Sec. 118 AktG
Every shareholder has the right to request information on any matters
pertaining to the Company provided that such information is needed to
properly evaluate an agenda item. This obligation to provide information
also covers the Company's legal relations with an associated company as
well as the status of the Group and companies included in the consolidated
financial statements.
Information may be denied if, based on the assessment of a prudent
businessman, it could cause significant detriments to the Company or an
affiliated company, or if provision of the information would be punishable.
In accordance with Sec. 20 para. 3 of the Articles of Association, the
chairperson of the Annual General Meeting may set appropriate limits for
the time allotted to speakers and the time allotted for questions as well
as general limitations for speaking time and time for posing questions
during the Annual General Meeting.
Requests for information at the Annual General Meeting are generally to be
made orally, but may also be submitted in written form.
To make efficient use of time during the Annual General Meeting, questions
whose answers require lengthy preparation should be submitted in text form
to the Management Board in timely fashion before the Annual General
Meeting. Such questions should be submitted to the company to the address
voestalpine-Strasse 1, 4020 Linz, Investor Relations Department, Attn. Mr.
Peter Fleischer or by e-mail to IR@voestalpine.com or by fax to +43 (0)
50304 55 5581.
4. Motions by Shareholders at the Annual General Meeting pursuant to Sec. 119
AktG
Regardless of the number of shares held, every shareholder has the right to
make motions on any agenda item during the Annual General Meeting. If
several motions have been proposed for one item on the agenda, the Chairman
of the Annual General Meeting determines the order of voting pursuant to
Sec. 119 para. 3 AktG. Regarding nominations of candidates for election to
the Supervisory Board, the relevant comments under Item V - Resolutions
proposed for the agenda by shareholders pursuant to Sec. 110 AktG must be
observed.
5. Information on the website
Additional information on these shareholder rights, which are provided for
in Sec. 109, 110, 118 and 119 AktG, is available on the Company's website
www.voestalpine.com [http://www.voestalpine.com/].
VI. FURTHER DICSLOSURES AND INFORMATION
1. Total number of shares
On the date the Annual General Meeting was convened, the Company had share
capital of EUR 324,391,840.99 divided into 178,549,163 no-par bearer
shares. Each share grants one vote. On the date the Annual General Meeting
was convened, the Company held 28,597 treasury shares that do not confer
any rights. 8,975 shares were declared invalid in accordance with Sec. 67
para. 2 in combination with Sec. 262 para. 29 AktG whereof 1,752 shares
have not been submitted and credited to securities accounts on the date the
Annual General Meeting was convened. Therefore, on the date the Annual
General Meeting was convened there were a total of 178,518,814 shares
giving their owners the right to attend and vote at the Annual General
Meeting. There are no other classes of shares.
2. Internet broadcast of part of the Annual General Meeting
It is planned to transmit a webcast of the Annual General Meeting up to the
start of the general debate.
Shareholders of the Company and the interested public may follow the speech
by the Chairman of the Management Board at the Annual General Meeting on
July 3, 2019 live on the Internet at www.voestalpine.com [http://
www.voestalpine.com/] starting at approx. 10:00 a.m. No video or audio
broadcast of any other part of the Annual General Meeting will take place.
Linz, June 2019
The Management Board
end of announcement euro adhoc
issuer: voestalpine AG
voestalpine-Straße 1
A-4020 Linz
phone: +43 50304/15-9949
FAX: +43 50304/55-5581
mail: IR@voestalpine.com
WWW: www.voestalpine.com
ISIN: AT0000937503
indexes: WBI, ATX
stockmarkets: Wien
language: English
Digital press kit: http://www.ots.at/pressemappe/2054/aom
BSN Podcasts
Christian Drastil: Wiener Börse Plausch
Börsepeople im Podcast S12/14: Nina Higatzberger-Schwarz
voestalpine
Akt. Indikation: 25.72 / 25.84
Uhrzeit: 10:12:38
Veränderung zu letztem SK: 0.31%
Letzter SK: 25.70 ( 2.31%)
Bildnachweis
1.
voestalpine: Formel E, Rennen, Race, Showcar, Credit: voestalpine
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