EQS-AGM: ANDRITZ AG: Convening of the 115th Annual General Meeting on Thursday, April 7, 2022, at 10:30 a.m., time in Vienna
EQS-News: Andritz AG / Announcement of the Convening of the General
Meeting
ANDRITZ AG: Convening of the 115th Annual General Meeting on Thursday,
April 7, 2022, at 10:30 a.m., time in Vienna
09.03.2022 / 07:30
Announcement of the Convening of the General Meeting, transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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ANDRITZ AG
Graz, FN 50935 f
ISIN AT0000730007
(“Company”)
Convening of the 115^th Annual General Meeting of ANDRITZ AG
on Thursday, April 7, 2022, at 10:30 a.m., time in Vienna
The location of the Annual General Meeting pursuant to § 106 (1) AktG
is the company headquarters at Stattegger Strasse 18, 8045 Graz
I. VIRTUAL ANNUAL GENERAL MEETING
1. COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law
Regulation (COVID-19-GesV)
Due to the current pandemic situation, the Executive Board has decided to
make use of the legal provision to hold a virtual Annual General Meeting
to protect the shareholders and other participants.
Pursuant to § 1 (2) COVID-19-GesG, Federal Law Gazette I no. 16/2020 as
amended by Federal Law Gazette I no. 246/2021 and COVID-19-GesV (Federal
Law Gazette II no. 140/2020 as amended by Federal Law Gazette II no.
609/2021) and in consideration of the interests of both the company and
the participants, the Annual General Meeting of ANDRITZ AG on April 7,
2022, will be conducted as a “virtual Annual General Meeting”.
This means that shareholders and their representatives (except the special
voting proxy holders pursuant to §3 (4) COVID-19 GesV) cannot be
physically present at the Annual General Meeting of ANDRITZ AG on April 7,
2022, following this decision by the Executive Board.
The Annual General Meeting will be held at the company headquarters at
Stattegger Strasse 18, 8045 Graz, exclusively in the physical presence of
the Supervisory Board Chairman, a Deputy Chairman of the Supervisory
Board, the Chairman of the Executive Board and the other Executive Board
members, the certifying notary public and the four special voting proxy
holders suggested by the company.
Holding the Annual General Meeting as a virtual meeting pursuant to
COVID-19 GesV results in some changes to the Annual General Meeting
procedures and in the exercise of shareholders’ rights.
Voting rights, the right to propose resolutions and the right to raise
objections can only be exercised by one of the special voting proxy
holders proposed by the company pursuant to § 3 (4) COVID-19 GesV.
The right to information can be exercised during the virtual Annual
General Meeting by the shareholders themselves via electronic
communication. This communication is possible in text form only by direct
e-mail to the company at [1]fragen.andritz@hauptversammlung.at provided
that the shareholders have sent a safe custody receipt pursuant to § 10a
AktG according to item IV and authorized a special voting proxy holder
according to item V before the deadline stated.
2. Annual General Meeting broadcast on the Internet
The Annual General Meeting will be broadcast by audiovisual means on the
Internet in full and in real time pursuant to § 3 (1), (2) and (4)
COVID-19 GesV in conjunction with § 102 (4) AktG.
This is permissible under data protection law with regard to the legal
basis provided by § 3 (1), (2) and (4) COVID-19 GesV.
All of the company’s shareholders can attend the Annual General Meeting as
a virtual Annual General Meeting using the appropriate equipment (e.g.
computer, laptop, tablet or smartphone together with an Internet
connection with sufficient bandwidth for streaming videos) at
[2]www.andritz.com as from approximately 10:30 hrs, time in Vienna, on
April 7, 2022. There is no need for registration or login to attend the
Annual General Meeting.
As the virtual Annual General Meeting will be broadcast on the Internet,
all shareholders will be able to follow the Annual General Meeting and, in
particular, the Executive Board’s presentation, the answers to
shareholders’ questions and the voting process in real time via this
one-way audiovisual connection.
We wish to point out that this live broadcast as a virtual Annual General
Meeting does not permit remote participation (§ 102 (3) line 2 AktG) or
remote voting (§ 102 (3) line 3 AktG and § 126 AktG) and that the Internet
broadcast is not a two-way connection. Hence, an individual shareholder
can only follow the Annual General Meeting and is not able to speak via
this connection.
Similarly, we must point out that the company is only responsible for the
use of technical means of communication to the extent that they are
attributable to its own sphere (§ 2 (6) COVID-19 GesV).
Furthermore, we wish to draw your attention to the information on the
organizational and technical requirements for participation pursuant to §
3 (3) in conjunction with § 2 (4) COVID-19 GesV (“information concerning
participation”).
II. AGENDA
1. Presentation of the Financial Statements including the Management
Report and Corporate Governance Report, the Consolidated Financial
Statements including the Consolidated Management Report, the Proposal
on the Allocation of Net Earnings and the Supervisory Board’s Report
for the 2021 business year
2. Resolution on the use of the net earnings
3. Resolution on discharge of the Executive Board members for the 2021
business year
4. Resolution on discharge of the Supervisory Board members for the 2021
business year
5. Resolution on the remuneration for the Supervisory Board members for
the 2021 business year
6. Appointment of the auditor for the Financial Statements and
Consolidated Financial Statements for the 2022 business year
7. Appointment of one person to the Supervisory Board
8. Resolution on the remuneration report
9. Resolution on amending § 7 (1) of the Articles of Association
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, PROVIDING OF INFORMATION ON
THE WEB SITE
In particular, the following documents shall be available pursuant to §
108 (3) and (4) AktG on the company’s web site at [3]www.andritz.com, as
entered in the Companies Register, not later than March 17, 2022:
• Information concerning participation: Information on the
organizational and technical requirements for participation pursuant
to § 3 (3) in conjunction with § 2 (4) COVID-19 GesV
• Resolution proposals
• DOCUMENTS FOR ITEM 1 ON THE AGENDA
• Financial Report 2021
• Financial Statements 2021 of ANDRITZ AG
• Management Report incl. Consolidated Non-financial Statement
• Consolidated Corporate Governance Report 2021
• Proposal for use of the net earnings
• Report of the Supervisory Board
• DOCUMENTS FOR ITEM 7 ON THE AGENDA
• Resolution proposal by Custos Vermögensverwaltungs GmbH pursuant
to § 86 (4) line 2 AktG regarding the election of Wolfgang
LEITNER
• Wolfgang LEITNER: Declaration pursuant to § 87 (2) AktG and
curriculum vitae
• Overview of Supervisory Board and committee meetings 2021
• DOCUMENTS FOR ITEM 8 ON THE AGENDA
• Remuneration report
• Form for granting a proxy with special voting rights pursuant to § 3
(4) COVID-19 GesV
• Form for revoking a proxy
• Question form
• Convening of the 115^th Annual General Meeting
IV. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The right to participate in the virtual Annual General Meeting and to
exercise voting and all other shareholders’ rights to be asserted at the
Annual General Meeting pursuant to COVID-19 GesG and COVID-19 GesV is
conditional upon the shareholding at the end of the day on March 28, 2022
(24:00 hrs, time in Vienna) (record date).
Only persons who are shareholders on this record date and provide proof
thereof to the company are entitled to take part in and to exercise their
shareholder rights at this virtual Annual General Meeting pursuant to
COVID-19 GesG and COVID-19 GesV.
A safe custody receipt pursuant to § 10a AktG that must be received by the
company not later than April 4, 2022 (24:00 hrs, time in Vienna) via one
of the following communication channels at one of the following addresses
is to be provided as evidence of the shareholding on the record date.
• For submission of the safe custody receipt in text form, which is
sufficient according to item V. Article 18 (3) of the Articles of
Association
• by fax: +43 1 8900 500 94
• by e-mail: [4]anmeldung.andritz@hauptversammlung.at (safe
custody receipts in PDF format please)
• For submission of the safe custody receipt in written form
• by mail or messenger service:
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
• by SWIFT:
GIBAATWGGMS
(Message type MT598 or MT599, it is essential to
state ISIN AT0000730007 in the message text)
It is not possible to appoint a properly authorized, special voting proxy
holder and to exercise the voting rights of the shareholders if the
company does not receive the safe custody receipt in time.
The shareholders are requested to contact their custodian bank and arrange
for a safe custody receipt to be issued and submitted.
The record date has no effect on the saleability of the shares and has no
bearing on dividend entitlement.
Safe custody receipt pursuant to § 10a AktG
The safe custody receipt must be issued by the custodian bank with
headquarters in a member state of the European Economic Area or a full
member of the OECD and must contain the following information (§ 10a (2)
AktG):
• Information on the issuer: Name/company and address or code normally
used in communication between banks (SWIFT code)
• Information on the shareholder: Name/company, address, date of birth
of individuals, companies’ register and register number of legal
entities, as applicable
• Safe custody or securities account number or other designation
• Information on the shares: number of shares held by the shareholder,
ISIN AT0000730007 (international securities identification number)
• Reference time or time period to which the safe custody receipt refers
The safe custody receipt as evidence of shareholding for the purpose of
participation in the Annual General Meeting must refer to the end of the
day on the record date March 28, 2022 (24:00 hrs, time in Vienna).
The safe custody receipt will be accepted in German or English.
V. APPOINTING A SPECIAL VOTING PROXY HOLDER AND THE PROCESS
TO BE OBSERVED FOR THIS PURPOSE
Each shareholder who is entitled to attend the virtual Annual General
Meeting pursuant to COVID-19 GesG and COVID-19 GesV and has provided proof
thereof as stipulated in item IV of the present convening document has the
right to appoint a special voting proxy holder.
Pursuant to § 3 (4) COVID-19 GesV, it is only possible to table a motion,
vote and raise an objection during this virtual Annual General Meeting of
ANDRITZ AG on April 7, 2022, through one of the special voting proxy
holders.
The following persons, who are suitable and independent of the company are
proposed as special voting proxy holders:
(i) Attorney-at-law Dr. Paul Fussenegger
1010 Vienna, Rotenturmstrasse 12/6
e-mail: [5]fussenegger.andritz@hauptversammlung.at
(ii) Dr. Michael Knap
c/o Interessenverband für Anleger, IVA
1130 Vienna, Feldmühlgasse 22
e-mail: [6]knap.andritz@hauptversammlung.at
(iii) Attorney-at-law Dr. Christoph Nauer, LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
2340 Mödling, Enzersdorferstrasse 4
e-mail: [7]nauer.andritz@hauptversammlung.at
(iv) Attorney-at-law Mag. Philipp Stossier
c/o Stossier Heitzinger Rechtsanwälte
4600 Wels, Dragonerstrasse 54
e-mail: [8]stossier.andritz@hauptversammlung.at
Each shareholder can choose one of the four persons mentioned above as his
special voting proxy holder and grant this person a proxy. Granting a
proxy to someone else is not permitted according to § 3 (4) COVID-19-GesV.
A separate proxy form for granting the proxy to the special voting proxy
holders will be available on the company’s web site at [9]www.andritz.com
by March 17, 2022 at the latest. We kindly request you to use this proxy
form.
The requirements stated in the information concerning participation must
be observed for granting of proxy and the respective submission options
and deadlines.
It is expressly forbidden to hand over the proxy personally at the meeting
location.
VI. INFORMATION ON SHAREHOLDERS’ RIGHTS PURSUANT TO §§ 109, 110, 118 AND
119 AKTG
1. Addition to the agenda by shareholders pursuant to § 109 AktG
Shareholders may request in writing that additional items be added to the
agenda of this Annual General Meeting and announced if their individual or
aggregate holding reaches 5% of the total shares and they have held these
shares for at least three months before submitting the request, provided
that this request is delivered in writing to the company by mail or
messenger service not later than March 17, 2022 (24:00 hrs, time in
Vienna) and addressed exclusively to ANDRITZ AG, att. Dr. Michael
Buchbauer, Investor Relations Department, Stattegger Strasse 18, 8045
Graz, Austria, or by e-mail with qualified electronic signature to
[10]michael.buchbauer@andritz.com or by SWIFT to GIBAATWGGMS.
“In writing” means with a hand-written signature or the company’s
legally binding signature by each requester or, if submitted by e-mail,
with a qualified electronic signature, or, if submitted via SWIFT, with
message type MT598 or MT 99, where the text must also state ISIN code
AT0000730007.
Each agenda item requested in this way must include a resolution proposal
and state the reason for the request. The agenda item and the proposed
resolution, but not the reasons for the resolution, must also be worded in
German. Proof of shareholding must be brought by submitting a safe custody
receipt pursuant to § 10a AktG confirming that the shareholders making the
request have held the shares for at least three months before submitting
the request. This safe custody receipt must not be more than seven days
old at the time of submission to the company. Several share safe custody
receipts that only communicate an aggregate shareholding of 5% all
together must refer to the same time and date.
Reference is made to the information on entitlement to participate (item
IV of this convening document) concerning the other requirements relating
to the safe custody receipt.
2. Resolution proposals for the agenda by shareholders pursuant to § 110
AktG
Shareholders may submit resolution proposals in text form, including the
reasons for the proposal, for any item on the agenda and request that
these proposals be made accessible together with the name of the
shareholder concerned, the reasons to be attached to the proposal and any
comments thereon by the Executive Board or the Supervisory Board on the
company’s web site as entered in the Companies’ Register if their
individual or aggregate holding reaches 1% of the total shares provided
that this request is delivered to the company either in text form by fax
to 43 316 6902-465, by mail, messenger service or personally to ANDRITZ
AG, att. Dr. Michael Buchbauer, Investor Relations Department, Stattegger
Strasse 18, 8045 Graz, Austria, or by e-mail to
[11]michael.buchbauer@andritz.com not later than March 29, 2022 (24:00
hrs, time in Vienna), where the shareholders’ request in text form is
attached to the e-mail, for example as a PDF file. If text form is
required pursuant to § 13 (2) AktG for declarations, the declaration must
be submitted in a certificate or in another way using written characters
suitable for permanent reproduction, stating the identity of the person
making the statement and indicating the end of the statement by a
facsimile of the person’s signature or by other means. The proposed
resolution, but not the reasons for it, must also be worded in German.
The declaration by the person proposed pursuant to § 87 (2) AktG shall
take the place of the reasons in a proposal for election of a Supervisory
Board member.
Proof of shareholding must be brought by submitting a safe custody receipt
pursuant to § 10a AktG, which must not be more than seven days old at the
time of submission to the company. Several safe custody receipts that only
communicate an aggregate shareholding of 1% all together must refer to the
same time and date.
Reference is made to the information on entitlement to participate (item
IV of this convening document) concerning the other requirements relating
to the safe custody receipt.
3. Information pursuant to § 110 (2), sentence 2 in conjunction with § 86
(7) and (9) AktG
This information is not needed because ANDRITZ AG is not subject to § 86
(7) AktG and need not take the minimum shareholding requirement pursuant
to § 86 (7) AktG into account.
4. Shareholders’ right to information pursuant to § 118 AktG
Each shareholder shall, upon request, receive information at the Annual
General Meeting on matters concerning the company to the extent that such
information is necessary in order to properly evaluate an item on the
agenda. The obligation to provide information also extends to the legal
relationships between the company and an affiliated company and to the
situation within the Group and the companies included in the Consolidated
Financial Statements.
Information may be denied if it would be deemed suitable according to
reasonable entrepreneurial judgment to cause significant harm to the
company or an associated company or if disclosure thereof would be grounds
for prosecution.
In order to exercise the shareholders’ right to information, a shareholder
must provide proof of the right to participate (item IV of the convening
document) and grant a proxy to a special voting proxy holder (item V of
the convening document).
We expressly point out that the right to information and the right to
speak during this virtual Annual General Meeting can only be exercised by
the shareholders themselves by using electronic mail to send questions or
the statement directly to the company by e-mail to
[12]fragen.andritz@hauptversammlung.at.
The shareholders are requested to send all questions beforehand in text
form by e-mail to [13]fragen.andritz@hauptversammlung.at. The questions
must be sent in time to reach the company not later than three working
days before the Annual General Meeting, which is by April 4, 2022. This
will serve to ensure that the meeting is conducted efficiently in the
interests of all participants in the Annual General Meeting, especially in
dealing with questions requiring lengthy preparation.
This will enable the Executive Board to prepare as carefully as possible
for the meeting and answer your questions quickly.
Please use the question form available on the company’s web site at
[14]www.andritz.com. If this question form is not used, the person
addressing the question (name/company, date of birth/Companies’ Register
number of the shareholder) must be stated in the respective e-mail. In
order to enable the company to establish the identity and conformity with
the safe custody receipt, we kindly request you to also state your custody
account number in the e-mail in this case.
Please note that the Chairman may define appropriate time limits during
the Annual General Meeting.
More detailed information and ways of exercising the shareholders’ right
to information pursuant to § 118 AktG are provided in the information
concerning participation.
5. Motions tabled by shareholders at the Annual General Meeting pursuant
to § 119 AktG
Irrespective of a specific shareholding, all shareholders are entitled to
table motions relating to any item on the agenda through their special
voting proxy holder during the virtual Annual General Meeting pursuant to
COVID-19 GesG and COVID-19 GesV.
However, motions can only be submitted to the respective special voting
proxy holder chosen by the shareholder and be tabled by the special voting
proxy holder in the Annual General Meeting.
The time until which instructions can be issued to the special voting
proxy holders on a motion tabled will be determined by the Chairman in the
course of the virtual Annual General Meeting.
In order to do so, the shareholder must provide proof of the right to
participate pursuant to item IV. of the present convening document and of
the granting of the corresponding proxy to the special voting proxy holder
in accordance with item V. of the present convening document.
However, if a shareholder tables a motion for election of a member of the
Supervisory Board, it is mandatory that a resolution proposal pursuant to
§ 110 AktG be submitted within the time period allowed: Candidates for
election to the Supervisory Board (item 7 on the agenda) can only be
proposed by shareholders whose aggregate shareholding reaches 1% of the
total shares. Such election proposals must be delivered to the company as
described above (item VI, para. 2) not later than March 29, 2022. Each
proposal must be accompanied by the declaration pursuant to § 87 (2) AktG
by the candidate for election concerning their professional
qualifications, their professional or comparable functions, and all
circumstances that could give cause for concern with regard to the
candidate’s impartiality.
Otherwise the shareholders’ motion for election of a member of the
Supervisory Board can not be considered in the vote.
More detailed information and ways of exercising the shareholders’ right
to table motions pursuant to § 119 AktG are provided in the information
concerning participation.
Please note that ANDRITZ AG is not subject to § 86, (7) AktG and need not
take the minimum shareholding requirement pursuant to § 86 (7) into
account.
6. Information on shareholders’ data protection
ANDRITZ AG processes shareholders’ personal data (particularly data
pursuant to § 10a (2) AktG, which are name, address, date of birth, number
of the securities account, number of shares held, type of shares if
applicable, voting card number, as well as the name and date of birth of
the proxy holder(s) if applicable) on the basis of the data protection
regulations applying, in particular the European General Data Protection
Regulation (GDPR) and the Austrian Data Protection Act in order to enable
the shareholders to exercise their rights at the Annual General Meeting.
Processing of shareholders’ personal data is absolutely necessary if
shareholders and their proxy holders are to participate in the Annual
General Meeting pursuant to the Austrian Stock Corporation Act. The legal
basis for data processing is thus Section 6 (1) c) GDPR.
ANDRITZ AG is the processor. ANDRITZ AG uses external service companies,
such as notaries, attorneys, banks, and IT service providers, for the
purposes of organizing the Annual General Meeting. These companies only
receive such personal data from ANDRITZ AG as are necessary to perform the
service ordered and process the data exclusively according to ANDRITZ AG’s
instructions. ANDRITZ AG has concluded data protection agreements with
these service companies to the extent required by law.
If a shareholder takes part in the Annual General Meeting, all of the
shareholders present or their proxy holders, the members of the Executive
and Supervisory Boards, the notary public and all other persons with a
legal right to participate can examine the list of participants (§ 117
AktG) and thus also access the personal data it contains (including name,
place of residence and shareholding). In addition, ANDRITZ AG is under
legal obligation to submit shareholders’ personal data (in particular the
list of participants) to the Companies’ Register as part of the notarial
record (§ 120 AktG).
The shareholders’ data are rendered anonymous or deleted as soon as they
are no longer needed for the purposes for which they were collected and
processed and to the extent that there are no other legal obligations that
require these data to be stored. Obligations to verify and store data
result, in particular, from company, stock corporation and takeover law,
fiscal and tax legislation, and from anti-money laundering regulations. If
any legal claims are raised against ANDRITZ AG by shareholders or by
ANDRITZ AG against shareholders, storage of personal data is used in
individual cases to settle and enforce claims. In connection with legal
proceedings in civil courts, this can result in data being stored for the
duration of the limitation period plus the duration of the legal
proceedings until they are legally terminated.
Each shareholder has the right of access, rectification, restriction of
processing, objection and deletion at any time concerning processing of
personal data as well as a right of data portability pursuant to Chapter
III of the GDPR. Shareholders can enforce these rights towards ANDRITZ AG
free of charge at the following e-mail address
[15]michael.buchbauer@andritz.com or using the following contact data:
ANDRITZ AG
Stattegger Strasse 18
A-8045 Graz
Fax: +43 316 6902-465
In addition, shareholders have the right to lodge a complaint with the
data protection supervisory authority pursuant to Article 77 of the GDPR.
Further information on data protection can be found in the Data Protection
Statement on the ANDRITZ AG web site at [16]www.andritz.com.
VII. FURTHER DETAILS AND INFORMATION
1. Total number of shares and voting rights
At the time of convening the virtual Annual General Meeting, the company’s
share capital amounts to EUR 104,000,000.- and is divided into 104,000,000
shares issued to bearers. Each share carries one vote at the virtual
Annual General Meeting.
At the time of convening the virtual Annual General Meeting, the company
holds 5,154,065 of its own shares. These shares do not carry any rights,
also no voting rights. Any change in the holding of the company’s own
shares up to the Annual General Meeting will be announced during the
meeting. There are not several different types of shares.
2. No physical presence
We wish to point out once again that neither shareholders nor guests are
permitted to personally attend the upcoming Annual General Meeting, to be
held as a virtual Annual General Meeting pursuant to COVID-19 GesV.
Graz, March 2022
The Executive Board
All personal designations refer to all genders equally.
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09.03.2022
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Language: English
Company: Andritz AG
Stattegger Straße 18
8045 Graz
Austria
Phone: +43 (0)316 6902-0
Fax: +43 (0)316 6902-415
E-mail: welcome@andritz.com
Internet: www.andritz.com
ISIN: AT0000730007
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1296605 09.03.2022
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