EQS-AGM: Flughafen Wien AG: Invitation to the 35th Annual General Meeting of Flughafen Wien Aktiengesellschaft on Monday, 5 June 2023 at 11 a.m. Vienna time
EQS-News: Flughafen Wien AG / Announcement of the Convening of the General
Meeting
Flughafen Wien AG: Invitation to the 35th Annual General Meeting of
Flughafen Wien Aktiengesellschaft on Monday, 5 June 2023 at 11 a.m. Vienna
time
02.05.2023 / 08:00 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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Flughafen Wien Aktiengesellschaft
Schwechat, FN 42984 m
ISIN AT00000VIE62
(“Company”)
CONVENING OF THE 35TH ANNUAL GENERAL MEETING
We hereby invite our shareholders to attend the 35th Annual General
Meeting of Flug-hafen Wien Aktiengesellschaft on Monday, 5 June 2023,
starting at 11:00 (Vienna time) at the following location: AirportCity
Space Raum Runway 1+2, Office Park 4, Towerstrasse 3, 1300 Wien-Flughafen,
Austria.
I. AGENDA
1. Presentation of the annual financial statements plus management report
and corporate governance report, the consolidated financial statements
plus group management report, the proposal for the appropriation of
profit and the Supervisory Board’s report for the 2022 financial year
2. Resolution on the appropriation of net retained profits
3. Resolution formally approving the actions of the members of the
Management Board for the 2022 financial year
4. Resolution formally approving the actions of the members of the
Supervisory Board for the 2022 financial year
5. Election of the auditor of the annual financial statements and the
consolidated financial statements for the 2023 financial year
6. Resolution on the remuneration report
7. Resolution on the amendment of the Articles of Association, Section 3
“Public announcements”
8. Resolution on amendment of the Articles of Association through the
addition of a new Article 15 “Remote Participation and Remote Voting,
Transmission and Recording of the Annual General Meeting, Virtual
Annual General Meeting” and corresponding amendment of the numbering
of the subsequent articles of the Articles of Association and
cancellation of the previous Article 18
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON
THE WEBSITE
In accordance with Section 108 (3) and (4) AktG, the following documents,
in particular, will be available on the website of the Company entered in
the register of companies – www.viennaairport.com – as of no later than 15
May 2023:
• Annual financial report 2022, containing:
– Annual financial statements, including the management report and the
non-financial statement,
– Consolidated financial statements, including the group management
report,
• Consolidated corporate governance report 2022,
• Report of the Supervisory Board 2022,
• Proposal for the appropriation of profit,
• Resolutions proposed by the Supervisory Board and the Management
Board,
• Remuneration report 2022,
• Form for issuing a proxy,
• Form for issuing a proxy and instructions to a representative from the
interest group for investors (IVA),
• Form for revoking a proxy,
• Information on shareholders’ rights pursuant to Sections 109, 110, 118
and 119 AktG,
• the full text of this notice convening the meeting.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
Eligibility to participate in the Annual General Meeting and to exercise
voting rights and the other shareholder rights to be asserted in the
context of the Annual General Meeting shall be based on shareholdings at
the end of 26 May 2023 (24:00, Vienna time) (record date).
Only shareholders who can provide evidence of their shareholdings to the
Company on this record date shall be eligible to participate in the Annual
General Meeting.
In accordance with Section 10a AktG, evidence of shareholdings on the
record date must be submitted in the form of a deposit certificate, which
the Company must receive by no later than 31 May 2023 (24:00, Vienna time)
via one of the following communication channels and addresses only:
(i) for sending the deposit certificate in text form, which is sufficient
pursuant to Article 12 (2) of the Articles of Association
By e-mail anmeldung.flughafenwien@hauptversammlung.at
(Please provide deposit certificates in PDF format)
(ii) for sending the deposit certificate in written form
By post or courier Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen am Wechsel
Austria
Via SWIFT GIBAATWGGMS
(Message type MT598 or MT599;
it is essential to include ISIN AT00000VIE62 in the text)
We request that shareholders contact their custodian bank to arrange for
the deposit certificate to be issued and sent.
The record date does not affect the saleability of the shares and is not
relevant with respect to dividend entitlements.
Deposit certificate pursuant to Section 10a AktG
The deposit certificate must be issued by a custodian bank that has its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and must contain the following information
(Section 10a (2) AktG):
• Information regarding the issuer: name/company name and address or a
standard code used for transactions between banks (SWIFT code),
• Information regarding the shareholder: name/company name, address,
date of birth for natural persons or register and registration number
for legal persons, as appropriate,
• Information regarding the shares: number of shares held by the
shareholder, ISIN AT00000VIE62 (standard international securities
identification number),
• Custody account number, securities account number or another
designation,
• Date or period to which the deposit certificate relates.
The deposit certificate as evidence of the shareholding for the purposes
of participation in the Annual General Meeting must relate to the end of
the record date of 26 May 2023 (24:00, Vienna time).
The deposit certificate will be accepted in German or English.
Proof of identity
Flughafen Wien Aktiengesellschaft reserves the right to verify the
identity of the persons attending the meeting. If it is not possible to
verify a person’s identity, they may be refused admission.
We therefore request that shareholders and their proxies be ready to
present valid official photo identification when registering.
If you are attending the Annual General Meeting as a proxy, please bring
your proxy authorisation in addition to your official photo
identification. If the original of the proxy authorisation has already
been sent to the Company, please present a copy of the proxy authorisation
to facilitate entry.
IV. OPTION TO APPOINT A REPRESENTATIVE AND PROCEDURE TO BE FOLLOWED
Each shareholder eligible to participate in the Annual General Meeting who
has provided evidence of this to the Company in accordance with the
stipulations of item III of this notice convening the meeting has the
right to appoint a representative to participate in the Annual General
Meeting on behalf of the shareholder with the same rights as the
shareholder they are representing.
The proxy authorisation must be issued to a specific (natural or legal)
person in text form (Section 13 (2) AktG), although it is also possible to
issue proxies to more than one person.
It is possible to issue a proxy before as well as during the Annual
General Meeting.
Please send proxy authorisations via the following communication channels
and addresses:
By post or courier: Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen am Wechsel
Austria
By e-mail: anmeldung.flughafenwien@hauptversammlung.at
(Please provide proxy authorisations in PDF format)
Via SWIFT GIBAATWGGMS
(Message type MT598 or MT599;
it is essential to include ISIN AT00000VIE62 in the text)
On the day of the Annual General Meeting only:
In person when registering for the Annual General Meeting at the meeting
location
Proxy authorisations must be received by no later than 16:00 on 2 June
2023 at one of the above addresses unless handed in at the registration
point for the Annual General Meeting on the day of the Annual General
Meeting.
A proxy form and a form for revoking a proxy will be available on the
Company’s website at www.viennaairport.com as of no later than 15 May
2023. Use of one of the forms is not compulsory within the meaning of
Section 114 (3) AktG. However, we request that you always use the forms
provided in order to facilitate smooth processing.
Details regarding the proxy, particularly regarding text form and the
content of the proxy authorisation, can be found on the proxy form
provided to shareholders.
If a shareholder has issued a proxy to their custodian bank (Section 10a
AktG), it is sufficient for the custodian bank to issue a declaration that
it has been appointed proxy and send it to the Company together with the
deposit certificate in the prescribed manner.
Shareholders can exercise their rights in person at the Annual General
Meeting even after issuing a proxy. Attendance in person shall be deemed
to revoke any proxy issued previously.
The above provisions on issuing a proxy shall apply analogously to
revoking a proxy.
Independent proxy
As a special service for shareholders, a representative from the interest
group for investors (IVA), Feldmühlgasse 22, 1130 Vienna, will be
available as an independent proxy to exercise voting rights at the Annual
General Meeting in accordance with instructions; a special proxy form will
be provided for this on the Company’s website at www.viennaairport.com as
of no later than 15 May 2023. It is also possible to contact Mr Florian
Beckermann, LL.M. at IVA directly by telephone on +43 1 87 63 34 3-0 or by
e-mail at beckermann.flughafen@hauptversammlung.at.
V. INFORMATION ON SHAREHOLDERS’ RIGHTS UNDER SECTIONS 109, 110, 118 AND
119 AKTG
1. Additions to the agenda by shareholders pursuant to Section 109 AktG
Shareholders whose shares constitute, separately or together, 5% of the
share capital and who have held such shares for at least three months
prior to submitting the application can make a written request for further
items to be added to the agenda of this Annual General Meeting and
announced if such request is received by the Company in writing by post or
courier by no later than 15 May 2023 (24:00, Vienna time) and addressed
exclusively to Dr Wolfgang Köberl, MBA, Secretary General, 1300
Wien-Flughafen, Austria or, if sent by e-mail, with a qualified electronic
signature to the e-mail address fwag-hauptversammlung@viennaairport.com or
via SWIFT to the address GIBAATWGGMS. “In writing” means the handwritten
signature or company signature of each applicant or, if sent by e-mail,
with a qualified electronic signature or, if sent via SWIFT, with message
type MT598 or type MT599, in which case it is essential to include
ISIN AT00000VIE62 in the text.
Each agenda item requested in this way must be accompanied by a proposed
resolution, including a statement of reasons. The agenda item and proposed
resolution, but not the related statement of reasons, must also be
submitted in German in all cases. Evidence of shareholder status must be
submitted in the form of a deposit certificate pursuant to Section 10a
AktG which confirms that the shareholders making the application have held
the shares for at least three months prior to making the application and
which may not be more than seven days old at the time of submission to the
Company. Several deposit certificates for shares that constitute only an
equity holding of 5% together must relate to the same time (date, time).
Please refer to the information on eligibility to participate for the
other requirements relating to deposit certificates (item III of this
notice convening the meeting).
2. Proposed resolutions from shareholders on the agenda pursuant to
Section 110 AktG
Shareholders whose shares constitute, separately or together, 1% of the
share capital can send proposed resolutions, including statements of
reasons, in text form for any item on the agenda and request that such
proposals, together with the names of the shareholders concerned, the
attached statements of reasons and any opinions of the Management Board or
the Supervisory Board, be made available on the website of the Company
entered in the register of companies if such request is received by the
Company in text form by no later than 24 May 2023 (24:00, Vienna time) and
addressed either to Dr Wolfgang Köberl, MBA, Secretary General, 1300
Wien-Flughafen, Austria or sent by e-mail to
fwag-hauptversammlung@viennaairport.com with the request attached to the
e-mail in text form, for example as a PDF document. Where declarations are
required to be submitted in text form as defined by Section 13 (2) AktG,
they must be submitted in a document or in another form that enables
permanent reproduction in written characters, names the person making the
declaration and marks the end of the declaration by showing a facsimile of
the signature or by other means. The proposed resolution, but not the
related statement of reasons, must also be submitted in German in all
cases.
Evidence of shareholder status must be submitted in the form of a deposit
certificate pursuant to Section 10a AktG which may not be more than seven
days old at the time of submission to the Company. Several deposit
certificates for shares that constitute only an equity holding of 1%
together must relate to the same time (date, time).
Please refer to the information on eligibility to participate for the
other requirements relating to deposit certificates (item III of this
notice convening the meeting).
3. Shareholders’ right to information pursuant to Section 118 AktG
During the Annual General Meeting, any shareholder may request information
on the affairs of the Company to the extent that such information is
required in order to make a proper assessment of the agenda item. The duty
to provide information also extends to the Company’s legal relationships
with affiliates as well as to the position of the Group and the companies
included in the consolidated financial statements.
Information may be denied to the extent that, according to reasonable
business judgement, it is likely to cause significant harm to the Company
or an affiliate, or its disclosure would constitute a criminal offence.
In accordance with Article 14 of the Articles of Association, the Chair of
the Annual General Meeting may impose a reasonable time limit on the
shareholders’ right to ask questions and speak. The Chair can,
particularly at the start of, but also during, the Annual General Meeting,
impose general and individual limits on the time allocated to asking
questions and speaking.
Requests for information are generally to be made orally at the Annual
General Meeting, but can also be made in writing.
To ensure the meeting runs efficiently, questions requiring a longer
preparation time may be sent to the Management Board in text form in good
time prior to the Annual General Meeting. Questions can be sent to the
Company by e-mail to fwag-hauptversammlung@viennaairport.com.
4. Motions by shareholders at the Annual General Meeting pursuant to
Section 119 AktG
Any shareholder – irrespective of the number of shares they hold – is
entitled to make motions on any item on the agenda at the Annual General
Meeting. The requirement for this is evidence of eligibility to
participate as defined by the notice convening the meeting.
If more than one motion has been made on one agenda item, the Chair shall
determine the order of voting in accordance with Section 119 (3) AktG.
5. Information on the website
Further information on these shareholder rights pursuant to Sections 109,
110, 118 and 119 AktG is available on the Company’s website at
www.viennaairport.com.
6. Information on data protection for shareholders
Flughafen Wien Aktiengesellschaft takes data protection very seriously.
You can find further information in our data protection policy at
www.viennaairport.com/datenschutz.
VI. FURTHER INFORMATION AND NOTES
Total number of shares and voting rights
At the time of convening the Annual General Meeting, the Company’s share
capital amounts to € 152,670,000 and is divided into 84,000,000 bearer
shares. Each share carries one vote.
The Company holds 125,319 own shares as of 2 May 2023. These shares do not
carry voting rights or any other rights. Any change in the number of own
shares held prior to the Annual General Meeting and thus to the total
number of voting rights shall be announced at the Annual General Meeting.
There is not more than one class of share.
Schwechat, May 2023 The Management Board
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02.05.2023 CET/CEST
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Language: English
Company: Flughafen Wien AG
Postfach 1
1300 Wien-Flughafen
Austria
Phone: +43-1-7007/23126
Fax: +43-1-7007/23806
E-mail: investor-relations@viennaairport.com
Internet: http://www.viennaairport.com
ISIN: AT00000VIE62
WKN: A2AMK9
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt
(Basic Board), Munich, Stuttgart, Tradegate Exchange; London,
Nasdaq OTC, Vienna Stock Exchange (Official Market)
End of News EQS News Service
1620623 02.05.2023 CET/CEST
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