EQS-AGM: IMMOFINANZ AG: Invitation to the 31st Ordinary Shareholders’ Meeting
EQS-News: IMMOFINANZ AG / Announcement of the Convening of the General
Meeting
IMMOFINANZ AG: Invitation to the 31st Ordinary Shareholders’ Meeting
30.04.2024 / 12:14 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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IMMOFINANZ AG
Invitation to
the 31^st Ordinary Shareholders’ Meeting
We hereby invite our shareholders to the 31^st ordinary shareholders’
meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y,
to take place on 29 May 2024 at 10:00 a.m. CEST (Vienna local time) at
Wiener Stadthalle, hall F, Roland-Rainer-Platz 1, 1150 Vienna, Austria. If
the completion of the ordinary shareholders’ meeting on 29 May 2024 is not
possible by 24:00 CEST (Vienna local time), the ordinary shareholders’
meeting will be continued on the following day, 30 May 2024 at 0:00 CEST
(Vienna local time).
A. Agenda (Section 106 item 3 Austrian Stock Corporation Act)
1. Presentation of the adopted annual financial statements including the
management report, the consolidated corporate governance report, the
consolidated financial statements including the group management
report, the proposal for the appropriation of the balance sheet profit
and the report of the Supervisory Board on the business year 2023.
2. Resolution on the appropriation of the balance sheet profit stated in
the financial statements for the business year 2023.
3. Resolution on the approval of the actions of the members of the
Executive Board for the business year 2023.
4. Resolution on the approval of the actions of the members of the
Supervisory Board for the business year 2023.
5. Election of the auditor for the individual and consolidated financial
statements for the business year 2024 and the auditor for the
consolidated sustainability report for the business year 2024.
6. Resolution on the remuneration policy for the Supervisory Board.
7. Resolution on the remuneration of the Supervisory Board members.
8. Resolution on the remuneration report for the remuneration of the
members of the Executive Board and the Supervisory Board for the
business year 2023.
9. Elections to the Supervisory Board.
10. Resolution on authorisations of the Executive Board for the repurchase
and sale of treasury shares other than via the stock exchange or via a
public offering, also with an authorisation of the Executive Board to
exclude the shareholders´ rights to a pro-rata disposal of their
shares as well as to a pro-rata purchase of shares (exclusion of
subscription rights) and the authorisation of the Executive Board to
redeem treasury shares.
11. Resolution on the authorisation of the Executive Board to issue
convertible bonds and regarding conditional capital.
Authorisation of the Executive Board to issue convertible bonds and
exclusion of the shareholders’ subscription rights, together with the
revocation of the existing authorisation to issue convertible bonds in
the unused amount as well as cancellation of existing conditional
capital in the unused amount as resolved upon at the shareholder’s
meeting of 3 May 2023 (Article 4 para (5) of the Articles of
Association) and conditional increase of the share capital (section
159 para 2 item 1 Austrian Stock Corporation Act) as well as
corresponding amendments to the Articles of Association in Article 4
(Registered Capital and Shares).
12. Resolution on the authorisation of the Executive Board to increase the
share capital pursuant to section 169 Austrian Stock Corporation Act
(authorized capital) against contributions in cash and/or in kind
including the authorisation of the Executive Board to exclude the
shareholders’ subscription rights, together with the revocation of the
authorisation granted to the Executive Board to increase the share
capital (authorized capital) in the unused amount and together with
the related amendments to the Articles of Association in Article 4
(Registered Capital and Shares).
13. Amendments to the Articles of Association in Article 17
(Implementation of the provisions of the Federal Act on the Conduct of
Virtual Shareholders’ Meetings).
B. Provision of information (Section 106 item 4 Austrian Stock
Corporation Act)
In accordance with section 108 Austrian Stock Corporation Act, in
particular the following documents will be published on the company’s
website ([1] www.immofinanz.com) from the 21st day prior to the date of the
ordinary shareholders’ meeting, therefore from 08 May 2024 at the latest:
a. Notice convening the shareholders’ meeting
b. Motions for resolutions of the Executive Board and motions for
resolutions and nominations of the Supervisory Board
c. Annual financial statements and management report for the 2023
business year
d. Consolidated annual financial statements and group management report
for the 2023 business year
e. Consolidated corporate governance report for the 2023 business year
f. Proposal for appropriation of the balance sheet profit
g. Report by the Supervisory Board to the shareholders’ meeting according
to section 96 Austrian Stock Corporation Act
h. Remuneration policy for the Supervisory Board in accordance with
agenda item 6
i. Remuneration report for the Executive Board and the Supervisory Board
j. Supplementary information on the candidates proposed by the
Supervisory Board for election to the Supervisory Board pursuant to
agenda item 9 (curricula vitae, declarations pursuant to section 87
para 2 Austrian Stock Corporation Act)
k. Report by the Executive Board justifying the exclusion of subscription
rights concerning agenda item 10 (authorisation of the Executive Board
for the repurchase and sale of treasury shares)
l. Report by the Executive Board justifying the exclusion of subscription
rights concerning agenda item 11 (authorisation of the Executive Board
to issue convertible bonds)
m. Report by the Executive Board justifying the exclusion of subscription
rights concerning agenda item 12 (authorisation of the Executive Board
to increase the share capital according to section 169 Austrian Stock
Corporation Act)
n. Comparison of Articles of Association
o. Forms of granting of power of attorney (proxy) (granting including
instructions, revocation), also for the proxy representative named by
the company (Mr. Dominik Huber)
C. Information regarding shareholders’ rights (Section 106 item 5
Austrian Stock Corporation Act)
1. Request of agenda items by shareholders (Section 109 Austrian
Stock Corporation Act)
Shareholders who have been holding, individually or cumulatively, five
percent of the ordinary share capital of the company for a period of at
least three months prior to the filing of the request may demand in
writing that items shall be put on the agenda of the shareholders’ meeting
and shall be published. Each such agenda item has to be accompanied by a
motion and a rationale.
The requesting shareholder has to confirm its shareholding. In case of
bearer shares held on securities accounts a depository confirmation in
accordance with section 10a Austrian Stock Corporation Act shall be
sufficient. Such depository confirmation shall be issued by a credit
institution with its registered office in a member state of the European
Economic Area or in a full member state of the OECD. The depository
confirmation shall not be dated more than seven days prior to the date of
submission and shall confirm that the shareholder has been holding the
shares throughout a period of at least three months prior to the filing of
the request. In case of several shareholders who only cumulatively reach
the required shareholding of five percent of the ordinary share capital,
depository confirmations for all shareholders must refer to the same point
in time (date, time).
Regarding further required content of the depository confirmation it is
referred to the information for participating in the shareholders’ meeting
(point D).
The written request for additional agenda items together with the
confirmation of shareholding described above must be received by the
company on the 21st day prior to the date of the ordinary shareholders’
meeting, hence on 08 May 2024 (Wednesday) at the latest,
• via mail, courier service or personally delivered, signed by hand,
during normal office hours at its business address at AT-1100 Vienna,
Wienerbergstraße 9, or
• via e-mail with qualified electronic signature to the address:
[2]hauptversammlung@immofinanz.com, or
• by credit institutions according to section 114 para 1 sentence 4
Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS,
Message Type MT598 or MT599 (specification of the ISIN AT0000A21KS2 is
necessary).
2. Motions by shareholders (Section 110 Austrian Stock Corporation Act)
Shareholders whose shareholdings, individually or cumulatively, equal or
exceed one percent of the ordinary share capital of the company may file
for each item of the agenda a motion in text form (in writing, no
signature required) with the company and demand that these motions
together with the names of the filing shareholders, their rationales which
are to be attached and, if applicable, comments by the executive or the
supervisory board thereto shall be made available on the website of the
company ([3] www.immofinanz.com).
In case of a motion for election of a Supervisory Board member the
declaration by the proposed candidate in accordance with section 87 para 2
Austrian Stock Corporation Act substitutes the rationale.
The Supervisory Board of IMMOFINANZ AG is currently composed of three
members elected by the shareholders’ meeting (capital representatives) and
shall in future be composed of four members elected by the shareholders’
meeting (capital representatives). It is pointed out that the quota
regulation pursuant to section 86 para 7 Austrian Stock Corporation Act
does not apply to new elections to the Supervisory Board of the Company.
The requesting shareholder has to confirm its shareholding. In case of
bearer shares held on securities accounts a depository confirmation in
accordance with section 10a Austrian Stock Corporation Act shall be
sufficient. Such depository confirmation shall be issued by a credit
institution with its registered office in a member state of the European
Economic Area or in a full member state of the OECD. The depository
confirmation shall not be dated more than seven days prior to the date of
submission. In case of several shareholders who only cumulatively reach
the required shareholding of one percent of the ordinary share capital,
depository confirmations for all shareholders must refer to the same point
in time (date, time).
Regarding the further required content of the depository confirmation it
is referred to the information for participating in the shareholders’
meeting (point D).
The motion as well as nominations for supervisory board members including
declarations pursuant to section 87 para 2 Austrian Stock Corporation Act
for each person proposed together with the confirmation of shareholding
described above must be received on the 7th business day prior to the date
of the ordinary shareholders’ meeting, hence on 17 May 2024 (Friday) at
the latest,
• via e-mail to the address: [4]hauptversammlung@immofinanz.com, or
• via mail, courier service or personally delivered at its business
address at AT-1100 Vienna, Wienerbergstraße 9, or
• via facsimile under the fax number +43 (0) 1 88090-8259.
Motions compliant with the law will be published on the website of
IMMOFINANZ AG no later than two business days after receipt (section 110
Austrian Stock Corporation Act).
3. Right of information (Section 118 Austrian Stock Corporation Act)
Each shareholder shall, upon request, be informed at the shareholders’
meeting regarding the company’s affairs as far as necessary for a proper
judgement in respect of items of the agenda. The information right also
relates to the company’s legal and commercial relationships to its
affiliated companies.
Providing the information may be rejected as far as
1. providing the information could, subject to reasonable business
judgement, cause significant damage to the company or to an affiliate
company, or
2. providing the information would constitute an offence.
Questions requiring a certain preparation time to answer may, in the
interest of an efficient session, be submitted to the company in text form
(in writing, no signature required) prior to the shareholders’ meeting in
a timely manner.
These questions may be conveyed to the company
• via e-mail to the address: hauptversammlung@immofinanz.com, or
• via mail, courier service or personally delivered at its business
address at AT-1100 Vienna, Wienerbergstraße 9, or
• via facsimile under the fax number + 43 (0) 1 88090-8259.
4. Motions by shareholders during the shareholders’ meeting (Section 119
Austrian Stock Corporation Act)
Every shareholder – regardless of the shareholding amount – has the right
to bring forward motions in respect to each item on the agenda at the
shareholders’ meeting. If several motions are made to the same agenda
item, section 119 para 3 Austrian Stock Corporation Act allows the
chairperson to determine the order in which the motions are voted on.
However, a shareholder motion for the election of a member of the
Supervisory Board requires the timely submission of a nomination in
accordance with section 110 Austrian Stock Corporation Act: only
shareholders whose shares collectively amount to 1% of the share capital
can nominate people for election to the Supervisory Board. These
nominations must be delivered to the company no later than 17 May 2024
(Friday) as described above (item C.2). Each nomination must include a
declaration by the nominated person in accordance with section 87 para 2
Austrian Stock Corporation Act. Otherwise, the shareholder motion for the
election of a member of the Supervisory Board may not be taken into
account during the vote.
D. Record date and prerequisites for participation in the shareholders’
meeting (Section 106 item 6 and item 7 Austrian Stock Corporation
Act):
For the right to participate in the shareholders’ meeting and to exercise
shareholder rights shares of the company must be held at the end of the
tenth day prior to the shareholders’ meeting (record date), this is 19 May
2024 (Sunday), 24:00 (midnight) CEST (Vienna local time).
Only such persons are entitled to participate in the shareholders’ meeting
who are shareholders at the end of the record date and confirm this
vis-à-vis the company.
In the case of bearer shares held on securities accounts a depository
confirmation in accordance with section 10a Austrian Stock Corporation Act
shall be sufficient for the confirmation of the shareholding. Such
depository confirmation shall be issued by a credit institution with its
registered office in a member state of the European Economic Area or in a
full member state of the OECD.
The depository confirmation must contain the following details
(section 10a para 2 Austrian Stock Corporation Act):
• Details of the issuer: name (company name), address or a standard code
used in communications between credit institutions
• Details of the shareholder: name/company, address, in case of natural
persons the date of birth and in case of legal persons the register
and registration number (if applicable)
• Details of the shares: number of the shares held by the shareholder,
the class of shares or the international securities identification
number
• Securities account number or other identification
• Declaration that the depository confirmation refers to the balance of
the securities account as of 19 May 2024, 24:00 (midnight) CEST
(Vienna local time).
The depository confirmation may be issued in German or English.
The depository confirmation must be received on the third business day
prior to the shareholders’ meeting, hence on 24 May 2024, 24:00 (midnight)
CEST (Vienna local time) at the latest
• as document signed by officers representing the issuing credit
institution via mail or courier service at the address
HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am
Wechsel, or
• per facsimile under the fax number +43 (0) 1 8900-50050, or
• per e-mail to the address: [5]anmeldung.immofinanz@hauptversammlung.at
(depository confirmation as pdf-document attached to the e-mail), or
• per SWIFT to the address GIBAATWGGMS, Message Type MT598 or MT599
(specification of the ISIN AT0000A21KS2 is necessary).
Credit institutions are kindly asked to send depository confirmations
collectively in the form of a list.
E. Access to the shareholders’ meeting
Conveyance of the depository confirmation is deemed as registration for
participation in the shareholders’ meeting. The shareholders or their
representatives are requested to present an official photo identification
(driving licence, passport, identity card) at the entrance for identity
verification purposes. Pick up of voting cards starts at 09:00 a.m. CEST
(Vienna local time).
F. Appointment of a representative (proxy holder) (Section 106 item 8
Austrian Stock Corporation Act)
According to section 113 Austrian Stock Corporation Act each shareholder,
who is entitled to participate in the shareholders’ meeting has the right
to appoint a natural or legal person as its representative (proxy holder).
The proxy holder participates in the shareholders’ meeting on behalf of
the shareholder and has the same rights as the shareholder it represents.
Each proxy shall clearly specify the proxy holder by name. The shareholder
is not restricted regarding number and choice of proxy holders, however,
the company itself or members of the executive board or supervisory board
may only exercise voting right as proxy holders insofar as the shareholder
has issued explicit voting instructions.
The power of attorney (proxy) shall be granted to a specific person.
Powers of attorney (proxies) as well as their revocations shall be issued
in text form (written, no signature required).
A shareholder may grant power of attorney (proxy) to the credit
institution where the shares are held on a securities account. In such
case, in addition to the depository confirmation, it is sufficient that
the credit institution confirms to the company, in a permitted way (see
above), that it has been granted power of attorney (proxy); in such case
the power of attorney (proxy) does not need to be conveyed to the company
separately.
An issued power of attorney (proxy) may be revoked by the shareholder. The
revocation shall only be effective after receipt by the company.
Declarations on the issuing of power of attorney (proxy) and respective
revocations can be conveyed to the company solely via the following ways:
• via mail or courier service at the address HV-Veranstaltungsservice
GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
• per facsimile under the fax number + 43 (0) 1 8900-50050;
• via e-mail to the address: [6]anmeldung.immofinanz@hauptversammlung.at
(as scanned PDF-document attached to the e-mail);
• personally delivered at the entrance to the shareholders’ meeting
• by credit institutions according to section 114 para 1 sentence 4
Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS,
Message Type MT598 or MT599 (specification of the ISIN AT0000A21KS2 is
necessary).
The power of attorney (proxy) or a revocation shall be received by
04:00 p.m. CEST (Vienna local time) on the day preceding the day of the
shareholders’ meeting (hence on 28 May 2024). After this point in time the
power of attorney (proxy) or a revocation shall be personally delivered on
the date of the shareholders’ meeting at the meeting venue during
registration.
Also Mr. Dominik Huber is available to the shareholders as proxy holder in
order to exercise their voting rights in the shareholders’ meeting.
Declarations on the issuing of power of attorney (proxy) may be conveyed
to Mr. Dominik Huber in one of the above mentioned ways.
The company has provided forms for granting of a power of attorney (proxy)
on its website (www.immofinanz.com). In order to facilitate the
administration of the powers of attorney (proxies) shareholders are kindly
asked to use the forms provided on the website.
G. Data Protection Information
During the preparation and conduct of the shareholders’ meeting, the
company processes personal data of the shareholders and their proxy
holders (in particular those pursuant to section 10a para 2 Austrian Stock
Corporation Act, i.e. name, address, date of birth, number of the
securities account, number of shares of the shareholder and, if
applicable, designation of the class or ISIN/WKN, the proxy card number
and the name and date of birth of any proxy nominated by the shareholder)
on the basis of the applicable data protection provisions, in particular
the European Data Protection Basic Regulation (GDPR) and the Austrian Data
Protection Act (DSG), in order to enable shareholders to exercise their
rights at the shareholders’ meeting. If shareholders and/or their proxy
holders do not provide the data or do not provide it to the required
extent, participation in the shareholders’ meeting is not possible.
Personal data is processed for the purposes of verifying the eligibility
of shareholders and/or their proxy holders to participate and exercising
shareholders’ rights, as well as for handling the shareholders’ meeting,
including the preparation of the registration and attendance lists and the
minutes of the shareholders’ meeting, and is absolutely necessary for
these purposes. The provisions of the Austrian Stock Corporation Act, in
particular sections 111 – 114, 117 and 120 of the Austrian Stock
Corporation Act, which represent legal obligations of the company within
the meaning of Art 6 para 1 lit c GDPR, provide the legal basis under data
protection law for the processing of the personal data of shareholders
and/or their proxy holders. For processing IMMOFINANZ AG is person
responsible according to Art 4 lit 7 GDPR.
For organisation of the shareholders’ meeting IMMOFINANZ AG makes use of
external service providers (in particular notaries, lawyers, credit
institutions and IT- and back-office service providers). Service providers
and processors of IMMOFINANZ AG receive only such personal data from
IMMOFINANZ AG as are necessary for the execution of the commissioned
service and process these data exclusively according to instructions of
IMMOFINANZ AG. To the extent required by law, IMMOFINANZ AG has entered
into a data protection agreement with the service providers.
If a shareholder participates in the shareholders’ meeting, all
shareholders present or their representatives, the members of the
executive board and supervisory board, the notary and all other persons
with a legal right to participate may inspect the legally prescribed list
of participants (section 117 Austrian Stock Corporation Act) and thereby
also inspect the personal data specified therein (including name, place of
residence, shareholding). In compliance with the statutory obligation,
IMMOFINANZ AG also transmits personal data of shareholders and their proxy
holders to public authorities: The shareholder’s personal data, which must
be included in the list of participants pursuant to section 117 of the
Austrian Stock Corporation Act, will be transmitted to the competent
commercial register court pursuant to section 120 para 4 of the Austrian
Stock Corporation Act. The list of participants shall be attached to the
minutes of the shareholders’ meeting, which shall be recorded in the
commercial register in the publicly accessible collection of documents.
Data may also be transmitted to the Vienna Stock Exchange, Warsaw Stock
Exchange, the Austrian Financial Market Authority or the Austrian
Kontrollbank on a case-by-case basis. In addition, personal data will not
be passed on to third parties.
The personal data of shareholders and/or their proxy holders will be
stored until the end of the seven-year statutory retention period. In
addition, the personal data may be stored for a maximum of another three
years if they are of significance for pending court or official
proceedings, in which IMMOFINANZ AG is party (section 212 Austrian
Commercial Code). Afterwards the data of the participants will be deleted.
Under the applicable legal requirements, every shareholder and/or proxy
holder has a right at any time to information, correction, deletion or
restriction of the processing of his personal data, the right to object to
the processing and the right to data transfer.
Shareholders and/or proxy holders may use these rights against IMMOFINANZ
AG gratuitously via retrievable webformular on
[7] https://immofinanz.com/de/dsgvo or via the following contact details:
IMMOFINANZ AG
Attn: Data Protection Coordinator
Wienerbergstraße 9
1100 Vienna
Austria
In addition shareholders have a right of appeal to the data protection
authority according to Art 77 GDPR.
H. Total number of shares and voting rights (Section 106 item 9 Austrian
Stock Corporation Act)
As at the date of the notice convening the shareholders’ meeting the
company has issued 138,669,711 non-par value bearer shares whereby each
share grants one vote. IMMOFINANZ AG holds 695,585 treasury shares. Voting
rights granted by these shares cannot be exercised according to section 65
para 5 Austrian Stock Corporation Act. Hence 137,974,126 voting rights can
be exercised. If the number of granted voting rights changes until the day
of the shareholders meeting the company will provide respective
information according to section 120 para 2 lit 1 Austrian Stock Exchange
Act.
Vienna, 30 April 2024
The Executive Board of IMMOFINANZ AG
International Securities Identification Number (ISIN)
AT0000A21KS2
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30.04.2024 CET/CEST
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Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 9
1100 Vienna
Austria
Phone: +43 (0) 1 88090 – 2291
Fax: +43 1 88090 – 8291
E-mail: investor@immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000A21KS2
WKN: A2JN9W
Listed: Regulated Unofficial Market in Berlin, Frankfurt, Munich,
Stuttgart; Warschau, Vienna Stock Exchange (Official Market)
End of News EQS News Service
1892961 30.04.2024 CET/CEST
References
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2. hauptversammlung@immofinanz.com
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4. hauptversammlung@immofinanz.com
5. anmeldung.immofinanz@hauptversammlung.at
6. anmeldung.immofinanz@hauptversammlung.at
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