EQS-AGM: voestalpine AG: Annunal General Meeting July 6th, 2022
EQS-News: voestalpine AG / Announcement of the Convening of the General
Meeting
voestalpine AG: Annunal General Meeting July 6th, 2022
07.06.2022 / 14:30
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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This is an English translation of the original German document for
convenience purposes only. In case of any discrepancies between the German
and the English version, the German version shall prevail.
voestalpine AG
Linz, FN 66209 t,
ISIN AT0000937503
(„Company“)
Invitation to the Annual General Meeting
We hereby invite our shareholders^[1][1] to the
30th Annual General Meeting of voestalpine AG
taking place on Wednesday, July 6, 2022 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 non-financial report, the consolidated corporate governance
report and the report of the Supervisory Board to the Annual General
Meeting on business year 2021/2022.
2. Resolution on the allocation of the balance sheet profit of the
business year 2021/2022
3. Resolution on the discharge of the members of the Management Board for
business year 2021/2022
4. Resolution on the discharge of the members of the Supervisory Board for
business year 2021/2022
5. Resolution on the remuneration of the members of the Supervisory Board
for the business year 2021/2022
6. Resolution on the election of the auditor for the annual financial
statements and group´s consolidated financial statements for business year
2022/2023
7. Resolution on the compensation report for the members of the Management
Board and the Supervisory Board
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 [2] www.voestalpine.com no later than June 15, 2022:
– Annual financial statements and management report,
– Consolidated Non-Financial Report
– Consolidated corporate governance report,
– Consolidated financial statements and group management report,
– Proposal with respect to the distribution of profits,
– Report of the Supervisory Board,
– Compensation report for members of the Management Board and Supervisory
Board,
in each case for business year 2021/2022;
– Resolution proposals for agenda items 2–7,
– Proxy authorization form,
– Proxy cancellation form,
– Proxy form for the special proxy holder IVA,
– Complete text of this invitation
– Data Protection Notice for attendees of the Annual General Meeting of
voestalpine AG.
III. 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
26, 2022 (12:00 a.m. [midnight], local Vienna time) (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 July 1, 2022 (12:00 a.m. [midnight], 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. 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 e-mail [3]anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for deposit certificates)
By fax +43 (0)1 8900 500 57
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,
– Information 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
– Information on the shares: number of shares held by the shareholder,
ISIN AT0000937503 (internationally used security identification number),
– Depot number, securities account number or other identification,
– Date or period referred to in the deposit certificate.
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 26,
2022 (12:00 a.m. [midnight], 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. Persons attending the Annual General Meeting as
proxies are asked to bring the power of attorney with them in addition to
their official photo ID. If the original of the power of attorney has
already been sent to the company, entry will be facilitated if a copy of
the power of attorney is brought along. voestalpine AG reserves the right
to verify the identity of persons attending the meeting. Entry may be
denied if a person´s identity cannot be verified.
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
[4] 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. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax +43 (0)1 8900 500 57
By e-mail [5]anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for deposit certificates)
The proxies must be received by the Company no later than July 5, 2022 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 [6] 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. Florian
Beckermann to represent shareholders at this Annual General Meeting. A
special proxy form may be downloaded from the Company’s website at
[7] www.voestalpine.com and must be delivered to the Company only to one of
the addresses indicated above for delivery of proxy authorizations.
Furthermore, direct contact is possible:
Dipl. Vw. Dipl. Jur. Florian Beckermann, LL.M.
By phone +43 (0)1 8763343-30
By fax +43 (0)1 8763343-39
By e-mail: [8]beckermann.voestalpine@hauptversammlung.at.
Shareholder must provide instructions on how the independent voting proxy
(or a sub-proxy authorized by him) is to exercise their voting rights. The
independent voting proxy only exercises voting rights based on the
instructions given by the shareholder. Without explicit instructions, it
is not ensured that the independent voting proxy can 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: [9]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 who collectively hold 5% of the share capital and owned the
shares for at least three months before making the request can make a
written demand for additional items be placed on the agenda of this Annual
General Meeting and announced, if the written request is sent exclusively
to the following address: 4020 Linz, voestalpine-Strasse 1, attn. Mr.
Christian Kaufmann, Legal, M&A and Compliance, by regular mail or courier
service, or if an e-mail is sent to the e-mail address
[10]christian.kaufmann@voestalpine.com or a SWIFT message is sent to the
address GIBAATWGGMS and is received by the Company no later than June 15,
2022 (12:00 a.m [midnight], Vienna time). “Written” means with a
hand-written signature or an authorized corporate signature from each
requester or, for e-mails, with a qualified electronic signature, or if
sent by SWIFT, with message type MT598 or MT599. ISIN AT0000937503 must be
included in the text.
A proposed resolution and an explanatory statement must be attached to
every requested agenda item. The agenda item and the proposed resolution,
but not the explanatory statement, must be drafted in the German language.
If there is an inconsistency between the German text and the text in
another language, the German text takes precedence. Shareholder status
must be proven by submitting a custody account confirmation in accordance
with Sec. 10a AktG, which confirms that the requesting shareholders owned
the shares for at least three months before making the request. The
confirmation may not be more than seven days old at the time of its
submission to the Company. Multiple custody account confirmations for
shares that only make up a 5% equity holding when aggregated must relate
to the same point in time (date, time of day).
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 of this invitation).
2. Resolutions proposed for the agenda by shareholders pursuant to Sec.
110 AktG
Shareholders who collectively hold 1% of the share capital can send
proposed resolutions (with explanatory statements) for any item on the
agenda in text form and request that these proposals be made available on
the Company website registered in the Commercial Register, together with
the names of the respective shareholders, the attached explanatory
statement and any comments by the Management Board or the Supervisory
Board, if the request in text form is sent to the Company either by fax to
+43(0)50304 55 5872 or by regular mail or courier to voestalpine AG, attn.
Christian Kaufmann, Legal, M&A and Compliance, voestalpine-Strasse 1, 4020
Linz, or by e-mail to [11]christian.kaufmann@voestalpine.com, and is
received by the Company no later than June 27, 2022 (12:00 a.m.
[midnight], Vienna time). The request in text form may be attached to the
e-mail as a PDF, for example. To the extent that text form within the
meaning of Sec. 13 para. 2 AktG is prescribed for declarations, the
declaration must be made in a document or in any other manner suitable for
permanent reproduction in characters, the declarant must be identified,
and the conclusion of the declaration must be made evident by reproducing
the declarant’s signature or otherwise. The proposed resolution, but not
the explanatory statement, must be drafted in the German language. If
there is an inconsistency between the German text and the text in another
language, the German text takes precedence.
Shareholder status shall be proven by submitting a custody account
confirmation in accordance with Sec. 10a AktG, which is no more than seven
days old at the time of submission to the Company. Multiple custody
account confirmations for shares that only make up a 1% equity holding
when aggregated must relate to the same point in time (date, time of day).
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 of this invitation).
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 [12]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.
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
[13]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 28,547 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 948 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 178,519,668 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 6, 2022 live on the Internet at [14]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 2022
The Management Board
^[1] In the interests of simplifying the language used and improving
readability, we have avoided using gender-neutral formulations throughout
this invitation and the associated documents. Insofar as personal data is
only given in the masculine form, the diction chosen refers to all genders
in the same way.
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07.06.2022
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Language: English
Company: voestalpine AG
voestalpine-Straße 1
4020 Linz
Austria
Phone: +43 50304/15-9949
Fax: +43 50304/55-5581
E-mail: IR@voestalpine.com
Internet: www.voestalpine.com
ISIN: AT0000937503
WKN: 897200
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1370227 07.06.2022
References
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3. anmeldung.voestalpine@hauptversammlung.at
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8. beckermann.voestalpine@hauptversammlung.at
9. IR@voestalpine.com
10. christian.kaufmann@voestalpine.com
11. christian.kaufmann@voestalpine.com
12. IR@voestalpine.com
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