EQS-AGM: Semperit AG Holding: Invitation to the 135th Annual General Meeting to be held on Tuesday, 23 April 2024, at 10:00 a.m. (CEST) at TECH GATE VIENNA, Donau-City-Straße 9, 1220 Vienna.
EQS-News: Semperit AG Holding / Announcement of the Convening of the
General Meeting
Semperit AG Holding: Invitation to the 135th Annual General Meeting to be
held on Tuesday, 23 April 2024, at 10:00 a.m. (CEST) at TECH GATE VIENNA,
Donau-City-Straße 9, 1220 Vienna.
21.03.2024 / 14:14 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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Semperit Aktiengesellschaft Holding
with its registered office in Vienna
FN (Commercial Register Number) 112544 g
ISIN: AT0000785555
(“Company”)
Invitation to the
135^th^ Annual General Meeting of
Semperit Aktiengesellschaft Holding
to be held on Tuesday, 23 April 2024, at 10:00 a.m. (CEST)
at TECH GATE VIENNA, Donau-City-Straße 9, 1220 Vienna.
I. Agenda
1. Presentation of the adopted annual financial statements including the
management report, the corporate governance report and the separate
non-financial report, the consolidated financial statements including
the group management report, each as of 31 December 2023, of the
presentation of the proposal for the use of profit and of the report
of the Supervisory Board on the business year 2023
2. Adopting a resolution on the use of the net profit shown in the
2023 annual financial statements
3. Adopting a resolution on the discharge of the Members of the
Management Board for the business year 2023
4. Adopting a resolution on the discharge of the Members of the
Supervisory Board for the business year 2023
5. Adopting a resolution on the compensation of the Members of the
Supervisory Board for the business year 2024 in advance
6. Elections to the Supervisory Board
7. Adopting a resolution on the remuneration report
8. Election of the auditor for the annual and consolidated financial
statements and the auditor for the sustainability reporting for the
business year 2024
9. Adopting a resolution on the amendment to Section 3 “Publication of
the company and communication” of the Articles of Association
10. Adopting a resolution on the amendment to Section 14 “General Meeting,
convocation” of the Articles of Association by adding new paragraphs 5
to 14 regarding the virtual/hybrid General Meeting and amendment of
the name of Section 14 to “General Meeting, convocation, remote
participation, remote voting, virtual/hybrid General Meeting”
11. a. Adopting a resolution on the new authorization of the Management
Board to purchase, with the consent by the Supervisory Board, own
shares up to 10% of the share capital for a maximum of 30 months from
the date of the resolution pursuant to Section 65 para 1 no 8 of the
Austrian Stock Corporation Act (AktG), if necessary for the redemption
of own shares, and on the determination of the repurchase terms and
conditions, by revocation of the corresponding authorization to
purchase own shares granted by the Annual General Meeting resolution
of 27 April 2022 on item 10a of the agenda
b. Adopting a resolution on the renewed authorization of the
Management Board pursuant to Section 65 para 1b of the Austrian Stock
Corporation Act (AktG), with the consent by the Supervisory Board, to
sell the shares in a manner other than via the stock exchange or by
means of a public offer and to decide on any exclusion of
shareholders’ right to repurchase (subscription rights) by revocation
of the corresponding authorization to sell own shares granted by the
Annual General Meeting resolution of 27 April 2022 on item 10b of the
agenda pursuant to Section 65 para 1b Austrian Stock Corporation Act.
II. Documents for the 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 Corporation Act will be
available for inspection no later than on 2 April 2024 on the Company
website [1] www.semperitgroup.com under the menu items “Investor Relations”
and “Annual General Meeting”:
• Annual financial report 2023, including:
• Annual financial statements including the management report,
• Consolidated financial statements including the group management
report,
• Corporate governance report 2023,
• Separate non-financial report 2023 (sustainability report),
• Proposal for the use of net profit 2023,
• Report of the Supervisory Board,
• Proposed resolutions on items 2 – 11b of the agenda,
• Remuneration report on item 7 of the agenda,
• Statement by the candidate for the election to the Supervisory Board
pursuant to Section 87 para 2 of the Stock Corporation Act,
• Curriculum vitae of the candidate up for election to the Supervisory
Board,
• Report of the Management Board on the exclusion of subscription rights
for the sale of repurchased shares pursuant to Section 65 para 1b in
conjunction with Section 171 para 1 in conjunction with
Section 153 para 4 Stock Corporation Act on items 11a and 11b of the
agenda,
• Form for the grant of a proxy,
• Form for the revocation of a proxy,
• Invitation to the General Meeting.
III. Information on shareholders’ rights pursuant to
Sections 109, 110 and 118 of the Austrian Stock Corporation Act
1. Addendum to the agenda by shareholders in accordance with Section 109
of the Austrian Stock Corporation Act
Shareholders whose individual or aggregate shareholding equals 5% or more
of the nominal capital and who have owned these shares for at least three
months before making their request, 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 Austrian Stock Corporation Act by mail or
courier no later than on 2 April 2024 (12:00 a.m., CEST) by the Company
exclusively at the address Semperit Aktiengesellschaft Holding, Attn.:
Mrs. Judit Helenyi, Am Belvedere 10, 1100 Vienna, or by SWIFT GIBAATWGGMS
(Message Type MT598 or MT599, stating ISIN AT0000785555 in the text), or
by e-mail [2]HV2024@semperitgroup.com. If text form within the meaning of
Section 13 para 2 of the Austrian Stock Corporation 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 Corporation Act confirming that the applicant shareholder
has been the continuous 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 case of an additional item requested to be put on the agenda, the
supplemented agenda will be announced publicly in electronic form on the
Company website [3] www.semperitgroup.com under the menu items “Investor
Relations” and “Annual General Meeting” and no later than 4 April 2024 as
well as in the same way as the original agenda (in the electronic
announcement and information platform of the Federal Government (EVI) by
9 April 2024 latest).
2. Proposals for resolutions by shareholders on the agenda in accordance
with Section 110 of the Austrian Stock Corporation Act
Shareholders whose individual or aggregate shareholding equals 1% or more
of the nominal capital may submit proposed resolutions in text form due to
Section 13 para 2 of the Austrian Stock Corporation 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 12 April 2024 (12:00 a.m.,
CEST) by mail to Semperit Aktiengesellschaft Holding, Attn. Mrs. Judit
Helenyi, Am Belvedere 10, 1100 Vienna, or by e-mail
[4]HV2024@semperitgroup.com, whereby the request must be attached to the
e-mail in text form within the meaning of Section 13 para 2 of the
Austrian Stock Corporation Act, for example as a PDF. If text form within
the meaning of Section 13 para 2 of the Austrian Stock Corporation Act is
prescribed for statements, the 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
Austrian Stock Corporation 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 Austrian Stock Corporation 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 the Austrian Stock
Corporation Act
Pursuant to Section 86 para 7 of the Austrian Stock Corporation Act, the
Supervisory Board must consist of at least 30% women and at least 30% men.
The number of persons must be rounded up to the nearest whole number,
whereby the number must be rounded up if the calculated minimum proportion
has a decimal place of at least 5. No objection was raised pursuant to
Section 86 para 9 of the Austrian Stock Corporation Act. With a total of
9 Supervisory Board members, the minimum proportion for women and men is 3
persons each.
4. Shareholders’ information rights in accordance with Section 118 of the
Austrian Stock Corporation 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 Corporation
Act. A deposit certificate used to prove current shareholder status must
not be older than seven days when submitted to the Company.
Questions that require longer preparation to answer should be submitted to
the company in text form in good time before the General Meeting in order
to ensure that the meeting is held efficiently. The questions can be sent
by e-mail to [5]HV2024@semperitgroup.com.
5. Possibility to appoint a proxy holder pursuant to Sections 113 et seq
Austrian Stock Corporation Act (Section 106 no. 8 of the Austrian
Stock Corporation 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 Corporation 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 [6] www.semperitgroup.com under the menu
items “Investor Relations” and “Annual General Meeting”.
The proxy must be received no later than on 22 April 2024, 12:00 p.m.
(CEST) exclusively to the following addresses:
i. E-mail address [7]anmeldung.semperitgroup@hauptversammlung.at;
ii. by mail or courier service to the address HV-Veranstaltungsservice
GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
iii. by fax to +43 (0) 1 8900-50050;
iv. by SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating
ISIN AT0000785555 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). 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 may be downloaded at the Company website
[8] www.semperitgroup.com under the menu items “Investor Relations” and
“Annual General Meeting”. The proxy granted to Mr. Michael Knap must be
received no later than on 22 April 2024, 12:00 p.m. (CEST) exclusively
through one of the following addresses:
i. E-mail address [9]knap.semperitgroup@hauptversammlung.at;
ii. by mail or courier service to the address HV-Veranstaltungsservice
GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
iii. by fax +43 (0) 1 8900-50050;
iv. by SWIFT GIBAATWGGMS (Message Type MT598 or MT599, stating
ISIN AT0000785555 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.
Shareholders may also contact Mr. Michael Knap directly by tel:
+43 1 876 33 43-30, by fax: +43 1 876 33 43-39 or by e-mail:
[10]michael.knap@iva.or.at.
IV. Record Date and conditions of attendance of the General
Meeting pursuant to Section 111 of the Austrian Stock Corporation Act
(Section 106 no 6 and 7 Austrian Stock Corporation Act)
Pursuant to Section 111 para 1 of the Stock Corporation 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 13 April 2024, 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 Corporation 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 Corporation 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 18 April 2024 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 Section 15 para 3 are sufficient
• by e-mail to [11]anmeldung.semperitgroup@hauptversammlung.at (deposit
certificates in PDF format please);
• by fax +43 (0) 1 8900-50050;
ii. for submission of the deposit certificate in text form
• by mail or courier service to the address HV-Veranstaltungsservice
GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
• by SWIFT GIBAATWGGMS
(Message Type MT598 oder MT599,stating ISIN AT0000785555 in the text)
V. Information to shareholders regarding data processing
1. Which personal data of shareholders is processed and for what
purposes?
Semperit Aktiengesellschaft Holding processes personal data of
shareholders (in particular those pursuant to Section 10a para 2 Austrian
Stock Corporation Act, i.e. name, address, date of birth, number of the
securities deposit, number of shares of the shareholder, 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 and the exercise of shareholder rights in the General
Meeting
• 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 Austrian Stock Corporation Act. The legal
basis for the processing therefore is Art 6 para 1 lit c GDPR (compliance
with a legal obligation). For the processing Semperit Aktiengesellschaft
Holding is controller as defined in Art 4 no 7 GDPR.
2. To whom is the shareholders’ personal data transferred?
Semperit Aktiengesellschaft Holding 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 Semperit Aktiengesellschaft Holding 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 Semperit Aktiengesellschaft Holding. Where legally
required, Semperit Aktiengesellschaft Holding 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 Austrian Stock Corporation Act) and thereby also
have access to the personal data contained therein (inter alia name, place
of residence, shareholding relationship). Semperit Aktiengesellschaft
Holding 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 Austrian
Stock Corporation 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 Semperit Aktiengesellschaft Holding or vice versa by
Semperit Aktiengesellschaft Holding 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 Semperit
Aktiengesellschaft Holding free of charge by contacting the E-mail address
[12]data.privacy@semperitgroup.com or by using the following contact
details:
Semperit Aktiengesellschaft Holding Attn.: Legal Department, Am
Belvedere 10, 1100 Vienna.
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 Semperit Aktiengesellschaft Holding
[13]www.semperitgroup.com.
VI. Total number of shares and voting rights at the date of
convocation (Section 106 no 9 Stock Corporation Act)
At the date of convocation of the General Meeting, the nominal capital of
Semperit Aktiengesellschaft Holding amounts to EUR 21,358,996.53 and is
divided into 20,573,434 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
General Meeting.
There are no multiple classes of shares.
This document is published in German and in a non-binding English
convenience translation.
Vienna, March 2024
The Management Board
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21.03.2024 CET/CEST
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Language: English
Company: Semperit AG Holding
Am Belvedere 10
1100 Wien
Austria
Phone: +43 1 79 777-310
Fax: +43 1 79 777-602
E-mail: judit.helenyi@semperitgroup.com
Internet: www.semperitgroup.com
ISIN: AT0000785555
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1864459 21.03.2024 CET/CEST
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