EQS-AGM: Lenzing AG: Invitation to the 79th Annual General Meeting
EQS-News: Lenzing AG / Announcement of the Convening of the General
Meeting
Lenzing AG: Invitation to the 79th Annual General Meeting
21.03.2023 / 12:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Lenzing Aktiengesellschaft
with its registered office in Lenzing
Commercial Register No. (“FN”) 96499 k
ISIN: AT 0000644505
(”Company“)
Invitation to the
79th Annual General Meeting of
Lenzing Aktiengesellschaft
to be held on Wednesday, 19 April 2023 at 10:00 a.m. (CEST)
at the Kulturzentrum Lenzing, Johann-Böhm-Straße 1, 4860 Lenzing.
I. Agenda
1. Presentation of the adopted annual financial statements including the
management report and the corporate governance report, of the
consolidated financial statements including the group management
report, each as of 31 December 2022 and of the report of the
Supervisory Board on the business year 2022
2. Adopting a resolution on the discharge of the Members of the
Management Board for the business year 2022
3. Adopting a resolution on the discharge of the Members of the
Supervisory Board for the business year 2022
4. Adopting a resolution on the compensation of Members of the
Supervisory Board for the business year 2023 in advance
5. Elections to the Supervisory Board
6. Adopting a resolution on the remuneration report
7. Election of the auditor of the annual financial statements and
consolidated financial statements for the business year 2023
8. Adopting a resolution on the creation of a new “authorized capital”
while safeguarding the statutory subscription right, also within the
meaning of the indirect subscription right pursuant to
Section 153 para 6 of the Austrian Stock Corporation Act (AktG), but
also with the authorization of the Management Board to exclude
subscription rights of shareholders in whole or in part with the
consent of the Supervisory Board, including the possibility of issuing
new shares against contributions in kind, with the cancellation of the
“authorizes capital” in accordance with the resolution of the General
Meeting of 12 April 2018 on the 10^th agenda item and resolution on
the corresponding amendment to Section 4 of the Articles of
Association
9a. Adopting a resolution on the authorization of the Management Board to
issue convertible bonds with the approval by the Supervisory Board and on
the authorization of the Management Board with the approval of the
Supervisory Board to exclude shareholders’ subscription rights in full or
in part, with the cancellation of the corresponding authorization of the
Management Board with approval by the Supervisory Board to issue
convertible bonds pursuant to the Annual General Meeting Resolution of
12 April 2018 on the 11a^th agenda item
9b. Adopting a resolution on the conditional increase of the Company’s
share capital in accordance with Section 159 para 2 no. 1 Austrian Stock
Corporation Act (AktG) for the issue to creditors of financial instruments
(convertible bonds), with cancellation of the “conditional capital” in
accordance with the Annual General Meeting resolution of 12 April 2018 on
the 11b^th agenda item and corresponding amendment to Section 4 of the
Articles of Association
II. Documents for the Annual General Meeting; Information made available
on the website
In particular, the following documents and records pursuant to
Section 108 para 3 and 4 of the Austrian Stock Corporations Act (AktG)
will be available for inspection no later than on 29 March 2023 on the
Company website [1] www.lenzing.com:
• Annual financial report 2022, including:
• Annual financial statements including the management report,
• Consolidated financial statements including the group management
report,
• Corporate governance report 2022,
• Separate non-financial report 2022,
• Report of the Supervisory Board,
• Proposed resolutions on items 2. – 9b. of the agenda,
• Remuneration report on item 6. of the agenda,
• Statements by candidates for the election to the Supervisory Board
pursuant to Section 87 para 2 of the Stock Corporations Act
• Curriculum vitae of the candidates up for election to the Supervisory
Board,
• Report of the Management Board on the exclusion of subscription rights
in the “authorized capital” pursuant to section 170 para 2 in
conjunction with section 153 para 4 sentence 2 Stock Corporation Act –
item 8 of the agenda
• Report of the Management Board on the exclusion of subscription rights
in connection with convertible bonds pursuant to section 174 para 4 in
conjunction with section 153 para 4 Stock Corporation Act – item 9 of
the agenda
• Form for the grant of a proxy,
• Form for the revocation of a proxy,
• Invitation to the Annual General Meeting.
III. Information on shareholders’ rights pursuant to Sections 109, 110 and
118 of the Stock Corporations Act
1. Addendum to the agenda by shareholders in accordance with Section 109
of the Stock Corporations Act
Shareholders whose shareholding individually or aggregate equal five
percent or more of the nominal capital and who have been holders of these
shares for at least three months may request in text form that additional
items be put on the agenda of the General Meeting and published. Any such
request by shareholders must be received in text form due to
Section 13 para 2 of the Stock Corporations Act by mail or courier no
later than on 29 March 2023 (12:00 a.m, CEST) by the Company at the
address 4860 Lenzing, Werkstraße 2, Attn.: Sébastien Knus, or by E-mail
with qualified electronic signature to the E-Mail address
[2]Hauptversammlung2023@lenzing.com. If text form within the meaning of
Section 13 para 2 of the Stock Corporations Act is prescribed for
statements, statement must be made in a document or in another manner
suitable for permanent reproduction in writing, the person making the
statement must be named and the conclusion of the statement must be made
recognizable by reproduction of the signature or otherwise.
Each motion for an item to be put on the agenda must be accompanied by a
proposal for a resolution with a statement of reasons. The agenda item and
the proposed resolution, but not its justification, must in any case also
be written in German. Proof of shareholder capacity shall be furnished by
submitting a deposit certificate in accordance with Section 10a of the
Austrian Stock Corporations Act confirming that the applicant shareholder
has been the holder of the shares for at least three months prior to the
application and that the deposit certificate must not be older than seven
days at the time it is submitted to the Company. Several deposit
certificates for shares, which only together convey the shareholding of
5%, must refer to the same time (day, time).
With regard to the other requirements for the deposit certificate, see the
information on the right to participate (Item IV of this Invitation).
In the event that an additional agenda item is then requested, the
additional agenda will be published electronically on the Company’s
website at www.lenzing.com under the menu item “General Meeting – 2023” no
later than 31 March 2023, and no later than 5 April 2023, in the same
manner as the original agenda (in particular in the official gazette of
the Wiener Zeitung).
2. Proposals for resolutions by shareholders on the agenda in accordance
with Section 110 of the Stock Corporations Act
Shareholders whose shareholding individually or aggregate equal one
percent or more of the nominal capital may submit proposed resolutions in
text form within the meaning of Section 13 para 2 of the Stock
Corporations Act concerning any item on the agenda, and request that these
be made available on the Company website registered with the commercial
register, together with the names of the respective shareholders, a
statement of reasons to be submitted together with the proposal, and any
comments of the Management Board or Supervisory Board. Requests of this
kind will only be considered when received by the Company no later than on
7 April 2023 (12:00 a.m., CEST) by Telefax +43 (7672) 918 3599 or by mail
at the address 4860 Lenzing, Werkstraße 2, Attn. Sébastien Knus or by
E-mail to Hauptversammlung2023@lenzing.com, whereby the request must be
attached to the e-mail in text form within the meaning of
Section 13 para 2 of the Stock Corporations Act, for example as a PDF. If
text form within the meaning of Section 13 para 2 of the Stock
Corporations Act is prescribed for statements, statement must be made in a
document or in another manner suitable for permanent reproduction in
writing, the person making the statement must be named and the conclusion
of the statement must be made recognizable by reproduction of the
signature or otherwise. The proposed resolution, but not its
justification, must in any case also be written in German.
In case of a proposal for the election of a Supervisory Board member the
statement of the proposed person pursuant to Section 87 para 2 of the
Stock Corporations Act replaces the statement of reasons.
For the purpose of providing proof of shareholder status it is sufficient
if holders of deposited bearer shares submit a deposit certificate
pursuant to Section 10a of the Stock Corporations Act. The deposit
certificate used to prove current shareholder status must not be older
than seven days when submitted to the Company. Several deposit
certificates for shares, which only together convey the shareholding of
1%, must refer to the same time (day, time).
With regard to the other requirements for the deposit certificate, see the
information on the right to participate (Item IV of this Invitation).
3. Statements in accordance with Section 110 para 2 sentence 2 in
connection with Section 86 para 7 and 9 of Stock Corporations Act
These statements are omitted as Lenzing Aktiengesellschaft is not subject
to the scope of application of Section 86 para 7 of the Stock Corporations
Act and does not have to take into account the shareholding requirement
pursuant to Section 86 para 7 of the Stock Corporations Act.
4. Shareholders’ information rights in accordance with Section 118 of
Stock Corporations Act
Any shareholder shall be provided with information on the Company’s
affairs upon request at the General Meeting to the extent that such
information is required for proper assessment of an item on the agenda.
This obligation to provide information shall also extend to the legal and
business relationships of the Company with affiliated companies, the state
of affairs of the group, and the companies included in the consolidated
financial statements.
The Company may deny providing information to the extent that according to
sound business judgment it might cause material damage to the Company or
any affiliated company or if providing such information would constitute a
punishable offense.
The requirement for exercising the shareholders’ right to information is
the proof of right to attend (item IV. of the invitation).
For the purpose of providing proof of shareholder status in order to
exercise the above mentioned shareholders’ rights it is sufficient if
holders of deposited bearer shares submit a deposit certificate
(Depotbestätigung) within the meaning of section 10a Stock Corporations
Act. A deposit certificate used to prove current shareholder status must
not be older than seven days when submitted to the Company.
Further information on shareholders’ rights, in particular under
sections 109, 110 and 118 of the Stock Corporations Act, is also available
on the company website [3] www.lenzing.com under the menu items “Investors”
and “General Meeting”.
5. Possibility to to appoint a proxy holder pursuant to sections 113 et
seq Stock Corporations Act (section 106 no. 8 of the Stock
Corporations Act)
Any shareholder entitled to attend the General Meeting shall be entitled
to appoint a natural or legal person as proxy holder. The proxy holder may
attend the General Meeting on behalf of the shareholder and will have the
same rights as the shareholder represented. The Company itself or a member
of the Management Board or Supervisory Board may exercise voting rights as
a proxy holder only insofar as the shareholder has explicitly provided
detailed voting instructions regarding the individual items of the agenda.
The proxy must be granted to a specific person. A proxy in text form shall
be sufficient in any case. If a shareholder has granted power of proxy to
the depositary bank (section 10a of the Stock Corporations Act) it shall
be sufficient if in addition to submitting the deposit certificate the
bank makes a statement that it has been granted power of proxy. It is also
possible to grant power of proxy to multiple persons. Forms for granting
power of proxy which may also be used to grant limited power of proxy are
available on the Company website [4] www.lenzing.com under the menu items
“Investors” and “General Meeting”.
The proxy must be received no later than on 18 April 2023, 1.00 p.m.
(CEST) exclusively to the following addresses:
i. E-mail address [5]Hauptversammlung2023@lenzing.com;
ii. by SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating
ISIN AT 0000644505 in the text),
whereby the proxy must be attached to the E-mail in text form, e.g. as
PDF-file, and will be kept by the Company.
On the day of the General Meeting the proxy may only be submitted upon
registration for the General Meeting at the venue of the meeting. The
aforementioned provisions on granting power of proxy apply analogously to
the revocation of power of proxy. Any revocation shall be valid only when
received at one of the aforementioned addresses respectively by the
Company.
As a special, free of charge service, shareholders who are not able or do
not wish to attend the General Meeting in person may have their voting
rights in the General Meeting exercised by Mr Michael Knap as
representative of the “Interessenverband für Anleger” (IVA, Austrian
Association of Investors), 1130 Vienna, Feldmühlgasse 22. As independent
proxy holder Mr Michael Knap will exercise the voting rights exclusively
in accordance with and bound by voting instructions given by the
respective shareholders regarding the individual items of the agenda.
Proxies without explicit voting instructions are invalid. Shareholders
intending to grant power of proxy are not obliged to appoint Mr Michael
Knap as their proxy holder. A special form for granting power of proxy or
revocation of proxy to Mr Michael Knap (only available in German) may be
downloaded at the Company website www.lenzing.com under the menu items
“Investors” and “General Meeting”.The proxy granted to Mr Michael Knap
must be received no later than on 18 April 2023, 1.00 p.m. (CEST)
exclusively through one of the following addresses:
i. E-mail address [6]Hauptversammlung2023@lenzing.com
ii. per SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating
ISIN AT 0000644505 in the text),
whereby the proxy must be attached to the E-mail in text form, e.g. as
PDF-file, and will be kept by the Company.
Further information on the granting of proxy to Mr Michael Knap is also
available on the Company website [7] www.lenzing.com under the menu items
“Investors” and “General Meeting”. Shareholders may also contact Mr
Michael Knap directly by tel: +43 1 876 33 43-30, by fax: +43 (0) 1 876 33
43 39 or by E-mail:[8] michael.knap@iva.or.at.
IV. Record date and conditions of attendance of the General Meeting
Pursuant to section 111 para 1 of the Stock Corporations Act, the right to
attend the General Meeting and to exercise the shareholders’ rights that
are exercised during the General Meeting is determined by the shares held
at the end of the tenth day before the date of the General Meeting (Record
Date), therefore by the shares held on 9 April 2023, 12:00 a.m. (CEST).
Participation in the General Meeting is limited to persons who are
shareholders on the Record Date and supply proof thereof to the Company.
In case of deposited bearer shares proof of shareholding at the Record
Date is provided by submitting a deposit certificate pursuant to
section 10a of the Stock Corporations Act. The deposit certificate shall
be issued by the depositary bank based in a member state of the European
Economic Area or in a full member state of the OECD. The deposit
certificate must contain at least the information required according to
section 10a para 2 of the Stock Corporations Act. Deposit certificates
will be accepted in German and English.
Proof of shareholder status at the Record Date in the form of a deposit
certificate must be received no later than on the third working day before
the General Meeting, i.e. by 14 April 2023 exclusively through one of the
following addresses:
i. for submission of the deposit certificate in text form, for which the
Articles of Association pursuant to Sec 15 para. 3 are
sufficient
Per E-Mail Hauptversammlung2023@lenzing.com (deposit certificates in PDF
format please)
ii. for submission of the deposit certificate in text form
Per SWIFT BIC COMRGB2L (Message Type MT598 or MT599 stating ISIN
AT0000644505 in the text)
Further information on the conditions of participation in the General
Meeting is also available on the Company website at [9] www.lenzing.com
under the menu items “Investors” and “General Meeting”.
V. Information to shareholders regarding data processing
1. Which personal data of shareholders is processed and for what
purposes?
Lenzing Aktiengesellschaft processes personal data of shareholders (in
particular those pursuant to Section 10a para 2 Stock Corporations Act,
i.e. name, address, date of birth, number of the securities deposit,
number of shares of the shareholder, type of share if applicable, number
of the voting card and, if applicable, name and date of birth of the
independent proxy) on the basis of the applicable data protection
regulations, in particular the European General Data Protection Regulation
(“GDPR”) and the Austrian Data Protection Act (“DSG”), in order to enable
shareholders to exercise their rights at the General Meeting.
In this connection the shareholders’ personal data is processed for the
following purposes:
• Organization and holding of General Meetings, including verification
of the right to attend/power of proxy and determination of the voting
ratio
• Participation of shareholders in the General Meeting and exercise of
shareholder rights
• Preparation of registration, power of proxy and attendance lists
• Preparation of the minutes of the General Meeting
• Fulfillment of compliance obligations, including recording, disclosure
and reporting obligations.
The processing of the shareholders’ personal data is mandatory for the
participation of shareholders and their representatives in the General
Meeting in accordance with the Stock Corporations Act. The legal basis for
the processing therefore is Art 6 sub-section 1 lit c GDPR (compliance
with a legal obligation). For the processing Lenzing Aktiengesellschaft is
controller as defined in Art 4 no. 7 GDPR.
2. To whom is the shareholders’ personal data transferred?
Lenzing Aktiengesellschaft uses external service providers, such as
notaries, lawyers, banks and IT service providers, for the purpose of
organizing the General Meeting. These service providers receive only such
personal data from Lenzing Aktiengesellschaft as is necessary for the
performance of the commissioned service, and, where they are processors as
defined in Art 4 no. 8 GDPR, process the data solely on instructions of
Lenzing Aktiengesellschaft. Where legally required, Lenzing
Aktiengesellschaft has concluded a data protection agreement with these
service providers.
If a shareholder participates in the General Meeting, the members of the
Management Board and Supervisory Board, the notary and any other person
with a legal right to attend may view the list of participants stipulated
by statute (Section 117 Stock Corporations Act) and thereby also have
access to the personal data contained therein (inter alia name, place of
residence, shareholding relationship). Lenzing Aktiengesellschaft also has
the statutory obligation to submit the shareholders’ personal data (in
particular the list of participants) to the commercial register at the
competent commercial register court (Section 120 Stock Corporations Act)
as part of the notarial protocol.
In addition, the shareholders’ personal data may also be transferred to
the competent authorities or bodies if necessary.
3. How long is the shareholders’ personal data stored?
Shareholders’ data will be anonymized or deleted as soon as it is no
longer necessary for the purposes for which it was collected or processed,
and no other legal obligations require further storage. Obligations to
provide evidence and to retain records arise in particular from corporate,
stock corporation and takeover law, from tax and duties law as well as
from anti money laundering regulations. If legal claims are made by
shareholders against Lenzing Aktiengesellschaft or vice versa by Lenzing
Aktiengesellschaft against shareholders, the storage of personal data
serves to clarify and enforce claims in individual cases. In connection
with proceedings before civil courts, this can lead to storage of data for
the duration of the statute of limitations plus the duration of the court
proceedings up to its legally binding conclusion.
4. What rights do shareholders have with regard to their personal data?
Every shareholder has a right to access, rectification, restriction,
objection and deletion at any time with regard to the processing of
personal data as well as a right to data portability in accordance with
Chapter III GDPR. Shareholders can assert these rights against Lenzing
Aktiengesellschaft free of charge by contacting the E-mail address
[10]privacy@lenzing.com or by using the following contact details:
Lenzing Aktiengesellschaft
AT-4860 Lenzing, Werkstraße 2
Fax: +43 (0) 7672 918-4005
In addition, shareholders have the right to lodge a complaint with the
data protection supervisory authority pursuant to Art 77 GDPR.
5. Further information
Further information on data protection can be found in the data protection
declaration on the website of Lenzing Aktiengesellschaft
[11]www.lenzing.com.
VI. Total number of shares and voting rights at the date of convocation
At the date of convocation of the General Meeting, the nominal capital of
the Company amounts to EUR 27,574,071.43 and is divided into 26,550,000
no-par value bearer shares. Each no-par value share grants one vote at the
General Meeting.
The Company does not hold any treasury shares at the time of convening the
virtual General Meeting.
There are no multiple classes of shares.
This document is published in German and in a non-binding English
convenience translation.
Lenzing, March 2023 The Management Board
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21.03.2023 CET/CEST
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Language: English
Company: Lenzing AG
4860 Lenzing
Austria
Phone: +43 7672-701-0
Fax: +43 7672-96301
E-mail: office@lenzing.com
Internet: www.lenzing.com
ISIN: AT0000644505
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1587115 21.03.2023 CET/CEST
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