EQS-AGM: EuroTeleSites AG: Convocation of the 1st Annual General Meeting
EQS-News: EuroTeleSites AG / Announcement of the Convening of the General
Meeting
EuroTeleSites AG: Convocation of the 1st Annual General Meeting
24.05.2024 / 13:17 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.
══════════════════════════════════════════════════════════════════════════
EuroTeleSites Aktiengesellschaft
FN 611727z
ISIN AT000000ETS9
CONVOCATION OF THE ANNUAL GENERAL MEETING
We hereby invite our shareholders to the 1st Annual General Meeting, which
will take place on Tuesday, June 25, 2024, at 10:00 a.m. CEST at the
Company’s registered seat, Lassallestraße 9, A-1020 Vienna.
The Annual General Meeting is held as a presence meeting. On the day of
the Annual General Meeting the presentation of the agenda can be viewed
from 10:00 a.m. CEST until the beginning of the general debate via live
stream on [1] https://eurotelesites.com. The recording of the Annual
General Meeting will remain accessible after the meeting.
1. AGENDA
1. Presentation of the adopted financial statements, the management
report and the consolidated financial statements including the
consolidated management report as well as the consolidated Corporate
Governance Report and the Supervisory Board report on the financial
year 2023
2. Resolution on the discharge of the members of the Management Board for
the financial year 2023
3. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2023
4. Election of the auditors of the financial statements and of the
consolidated financial statements for the financial year 2024
5. Resolution on the Remuneration Policy
6. Resolution on the compensation for the members of the Supervisory
Board for the financial year 2023
2. DOCUMENTS
In particular the following documents will be available from June 4, 2024
at the latest on the Company’s website entered in the commercial register
([2] https://eurotelesites.com):
• Convocation;
• Resolution Proposals by the Management Board and the Supervisory
Board;
• Forms for granting and revoking proxy;
• Consolidated financial statements 2023 and consolidated management
report 2023;
• Financial statements 2023 and management report 2023;
• Consolidated Corporate Governance Report 2023;
• Report of the Supervisory Board for the financial year 2023;
• Renumeration Policy for the Management Board and the Supervisory
Board.
3. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
Only persons who are shareholders at the end of June 15, 2024 (12:00
midnight CEST) (“record date”) and provide the Company with evidence of
their shareholding are entitled to participate in the Annual General
Meeting. Proof of shareholder status is to be provided by means of a
deposit confirmation in accordance with Section 10a Austrian Stock
Corporation Act (AktG) in German or English and shall be received by the
Company at the latest on June 20, 2024 (12:00 midnight CEST).
Deposit confirmations shall be sent to the Company
• by e-mail: [3]anmeldung.eurotelesites@hauptversammlung.at; in
text form according to Section 16 para 2 of the Articles of
Association of the Company (deposit confirmation in PDF format);
• by fax: +43 (0) 1 890050050;
• by mail/courier: EuroTeleSites AG, c/o
HV-Veranstaltungsservice GmbH, Re: EuroTeleSites HV, Köppel 60, A-8242
St. Lorenzen am Wechsel; in written form and duly signed; or
• by SWIFT: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively
MT599); please ensure that ISIN AT000000ETS9 is stated in the wording.
Submitting the deposit confirmation serves at the same time as
registration for the Annual General Meeting.
Deposit Confirmation in accordance with Section 10a AktG
The deposit confirmation must be issued by the custodian bank which has
its registered office in a member state of the European Economic Area or
in a full member state of the OECD and shall contain the following
information:
• the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g. BIC code);
• the shareholder by reference to name (company name) and address, date
of birth in case of natural persons and in case of legal persons, if
applicable, registry and company registration number under which the
legal person is registered in its country of origin;
• deposit number or, if not available, an alternative identification;
• number of shares held by the shareholder and ISIN AT000000ETS9;
• explicit confirmation that the deposit confirmation refers to the
record date, which is June 15, 2024 (12:00 midnight CEST).
Representation
Shareholders may nominate representatives. The proxy holder attends the
Annual General Meeting on behalf of the shareholder and has the same
rights as the represented shareholder. A shareholder is not restricted in
terms of the number of persons he/she appoints to represent him/her.
The proxy or the revocation of a proxy may be sent to the Company
• by e-mail: [4]anmeldung.eurotelesites@hauptversammlung.at
(scan in PDF format to be attached);
• by fax: +43 (0) 1 890050050;
• by mail/courier: EuroTeleSites AG, c/o
HV-Veranstaltungsservice GmbH, Re: EuroTeleSites HV, Köppel 60, A-8242
St. Lorenzen am Wechsel;
• by SWIFT: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively
MT599); please ensure that ISIN AT000000ETS9 is stated in the wording.
The proxy or the revocation of the proxy must be received by the Company
by June 21, 2024, 4:00 p.m. CEST. Thereafter, the proxy or the revocation
of the proxy may be handed over to the Company in person at the
registration to the Annual General Meeting at the meeting place.
For the proxy or its revocation at least text form is required. If the
shareholder has granted proxy to his/her custodian bank, it is sufficient
if this bank makes an additional declaration along with the deposit
confirmation that the shareholder has given proxy to the bank. These
declarations may be submitted by the custodian bank also by SWIFT
GIBAATWGGMS, Message Type MT598 (alternatively MT599), whereby it shall be
ensured that ISIN AT000000ETS9 is stated in the wording.
Shareholders are advised that they must fulfil all requirements for
participation even if they grant a proxy.
In order to facilitate smooth processing, we recommend the use of the
forms available on the Company’s website ([5] https://eurotelesites.com) at
the latest on June 4, 2024.
Independent Proxy
An additional service is available for shareholders: a representative of
the Austrian Shareholder Association (Interessenverband für Anleger, IVA),
Feldmühlgasse 22/4, A-1130 Vienna, will serve as an independent proxy
bound to comply with instructions from the shareholder in exercising the
shareholder’s voting rights. On the part of IVA, Florian Beckermann has
been named to represent these shareholders. To authorise Florian
Beckermann to serve as the proxy, a special proxy form is available for
download on the website of the Company at [6] https://eurotelesites.com,
which must be received by the Company only at one of the above-mentioned
addresses listed under the heading “Representation” (e-mail, fax,
mail/courier, SWIFT).
It is possible for shareholders to directly contact Florian Beckermann by
phone at +43 (0) 1 8763343 or by e-mail
[7]beckermann.eurotelesites@hauptversammlung.at.
The shareholder is required to precisely instruct Florian Beckermann how
he (or a designated authorised sub-representative) has to exercise the
shareholder’s voting rights. We ask our shareholders to send instructions
to [8]beckermann.eurotelesites@hauptversammlung.at. This address is for
contacting Florian Beckermann before and during the Annual General
Meeting. Florian Beckermann will exercise the voting rights of the
shareholder exclusively on the basis of the instructions submitted by the
shareholder. The proxy is to be considered invalid if no precise
instructions are contained in it. Please note that the proxy does not
accept any instructions to speak at the Annual General Meeting, to raise
objections against any resolutions, to pose questions or to make proposals
at the Annual General Meeting.
Admission to the Annual General Meeting
To enable smooth access and security procedure to the meeting, we ask the
participants to arrive at the venue on time before the Annual General
Meeting begins. To identify yourself, please bring along an official photo
identification. The issuance of voting cards will start at 9:00 a.m. CEST.
Please use public transportation (e.g. underground line U1, station
Vorgartenstraße, exit Radingerstraße).
4. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109,
110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)
Request for additional items on the agenda (Section 109 AktG)
Shareholders whose shares individually or collectively amount to 5 % of
the share capital can request items to be placed on the agenda of the
Annual General Meeting and announced. Each item on the agenda must be
accompanied by a resolution proposal and a statement of reasons. The
agenda item and the resolution proposal, but not the related statement of
reasons, must be submitted in any case also in German.
The application must be in written form with personal or company signature
of each applicant and must be received by EuroTeleSites AG, Investor
Relations Department, Lassallestraße 9, A-1020 Vienna, by June 4, 2024
(12:00 midnight CEST). If the application is sent by e-mail to
[9]hauptversammlung@eurotelesites.com, the written form is replaced by
using a qualified electronic signature.
The applicants must have held the shares for at least three months before
submitting the application. This must be proven at the same time as the
application by means of a deposit confirmation in accordance with Section
10a AktG.
Resolution proposals (Section 110 AktG)
Until June 14, 2024 (12:00 midnight CEST), shareholders whose shares
individually or collectively amount to 1 % of the share capital can submit
proposals for resolution to the Company on any item on the agenda and
request that these resolution proposals be published together with the
names of the relevant shareholders, the statement of reasons and any
statement by the Management Board or the Supervisory Board on the
Company’s website ([10]https://eurotelesites.com). The resolution
proposal, but not the related statement of reasons, must in any case also
be submitted in German.
These documents, including proof of shareholder status, are to be provided
in the form of a deposit confirmation in accordance with Section 10a AktG,
in text form (by mail to EuroTeleSites AG, Investor Relations Department,
Lassallestraße 9, A-1020 Vienna, by fax to +43 (0) 1 890050050 or by
e-mail to [11]hauptversammlung@eurotelesites.com).
If several shareholders deliver resolution proposals for the same item of
the agenda, the Management Board may summarize the resolution proposals
and their statement of reasons.
Deposit confirmation when adding further items on the agenda or when
proposing resolutions
As proof of shareholder status, shareholders have to attach a deposit
confirmation in accordance with Section 10a AktG in German or English from
the depositary bank with its registered office in a member state of the
European Economic Area or in a full member state of the OECD, which must
not be older than seven days at the time of submission to the Company. If
there are several shareholders who only collectively achieve the required
share ownership of 5 % or 1 % of the share capital, the deposit
confirmations for all shareholders must refer to the same point in time
(day, time).
Right to submit motions (Section 119 AktG)
Each shareholder is entitled to submit motions to any item on the agenda
at the Annual General Meeting. Resolution proposals which according to
Section 110 AktG have been published on the Company’s website shall only
be voted on if they are repeated at the Annual General Meeting as
proposals for passing a resolution.
Right to information (Section 118 AktG)
During the Annual General Meeting, each shareholder shall be granted
information about the affairs of the Company, to the extent necessary for
the proper assessment of an item on the agenda. The right to information
extends to legal and business relations of the Company with affiliated
companies as well to the status of the Group and the companies included in
the consolidated financial statements. The provided information must
comply with the principles of diligent and truthful accountability.
Information may be refused if – according to a reasonable economic
judgement – it could be of considerable disadvantage to the Company or to
an affiliated company or providing the information would constitute a
criminal offence. The reason for refusing to provide information must be
stated.
5. INFORMATION ON THE DATA PRIVACY OF SHAREHOLDERS
EuroTeleSites AG processes the personal data of shareholders (in
particular the information according to Section 10a para 2 AktG; i.e.
name, address, date of birth, number of the securities custody account,
number of shares held by the shareholder, type of share if applicable,
number of the voting card as well as the e-mail address, the name and date
of birth of the designated proxy, if applicable) on the basis of legally
valid data privacy regulations, especially the EU’s General Data
Protection Regulation (GDPR) as well as the Austrian Data Protection Act,
in order to enable shareholders to exercise their rights at the Annual
General Meeting. The processing of the personal data of shareholders is
absolutely necessary for the participation of shareholders and their
representatives in the Annual General Meeting pursuant to the AktG. The
legal foundation for processing of personal data is Art 6 para 1 lit c
GDPR. According to Art 4 no 7 GDPR, EuroTeleSites AG is controller of the
processing of personal data. EuroTeleSites AG uses external service
companies such as notaries, lawyers and banks for the purpose of holding
the Annual General Meeting. They only receive the personal data from
EuroTeleSites AG which is required to carry out the contracted service,
and exclusively process data in accordance with the instructions provided
by EuroTeleSites AG. If legally required, EuroTeleSites AG has concluded
data privacy agreements with these service companies.
Participating shareholders and their representatives must be included in
the legally required list of participants (Section 117 AktG). Other
shareholders or their representatives, the members of the Management Board
and Supervisory Board, the notary and all other persons with a statutory
right of participation may study this directory and thereby also see the
personal data mentioned therein (including name, place of residence,
number of shares). EuroTeleSites AG is also legally obliged to submit
personal shareholder data (especially the list of participants) to the
commercial register as part of the notarial record (Section 120 AktG).
Please find further information regarding the data privacy policy of
EuroTeleSites AG on our website via:
[12]https://eurotelesites.com/data-privacy-notice/.
6. FURTHER INFORMATION
Total number of shares and voting rights at time of invitation
The share capital of the Company amounts to EUR 166,125,000.00 and is
divided into 166,125,000 no par value bearer shares. Every share grants
the right to one vote. At the time of this invitation, the total number of
shares entitling to participation and the right to vote amounts to
166,125,000. There are not several classes of shares.
For further information please visit our website at
[13]https://eurotelesites.com.
Vienna, May 2024
The Management Board
══════════════════════════════════════════════════════════════════════════
24.05.2024 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: EuroTeleSites AG
Lassallestraße 9
1020 Wien
Austria
E-mail: info@eurotelesites.com
Internet: eurotelesites.com
ISIN: AT000000ETS9
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1910881 24.05.2024 CET/CEST
References
Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
3. anmeldung.eurotelesites@hauptversammlung.at
4. anmeldung.eurotelesites@hauptversammlung.at
5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d7bca424baf2fefe2d0834df2d39e857&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
7. beckermann.eurotelesites@hauptversammlung.at
8. beckermann.eurotelesites@hauptversammlung.at
9. hauptversammlung@eurotelesites.com
10. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
11. hauptversammlung@eurotelesites.com
12. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=cbc8af7db1c841fbb5a9f82d0239bd2d&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
13. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=1910881&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender