EANS-General Meeting: AMAG Austria Metall AG
Invitation to the General Meeting
according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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11.03.2019
Invitation to the
8th Ordinary Annual General Meeting
of AMAG Austria Metall AG
(FN 310593f; ISIN: AT00000AMAG3)
We invite our shareholders to the 8th Ordinary Annual General Meeting to be held
on Wednesday, April 10, 2019 at 11:00 a.m.
in the Schlossmuseum Linz, Schlossberg 1, 4010 Linz.
Zwtl.: I. AGENDA:
1. Submission of the adopted separate financial statements for the financial
year ending December 31, 2018, including the management report by the
Management Board, the proposal with respect to the distribution of profits,
the corporate governance report, the consolidated statements for the
financial year ending December 31, 2018, including the Group management
report by the Management Board, as well as the report by the Supervisory
Board pursuant to Section 96 of the Austrian Stock Corporation Act (AktG)
for the 2018 financial year.
2. Resolution concerning the application of the unappropriated net profit as
reported in the separate financial statements for the financial year ending
December 31, 2018.
3. Resolution concerning the discharge of the members of the Management Board
for the 2018 financial year.
4. Resolution concerning the discharge of the members of the Supervisory Board
for the 2018 financial year.
5. Resolution concerning the compensation of the members of the Supervisory
Board for the 2018 financial year.
6. Resolution concerning the compensation of the members of the Supervisory
Board for the 2019 financial year.
7. Election of the auditor of the separate and consolidated financial
statements for the 2019 financial year.
8. Elections to the Supervisory Board.
Zwtl.: II. AGM DOCUMENTS; AVAILABILITY OF INFORMATION ON THE COMPANY WEBSITE:
The following documents will be available for downloading from the 21st day
before the AGM, consequently from March 20, 2019 from the Company's website at
www.amag-al4u.com [http://www.amag.at/] under "Ordinary Annual General Meeting
2019":
* Separate financial statements for the 2018 financial year including the
separate management report as well as the proposal with respect to the
distribution of profits
* Corporate governance report for the 2018 financial year
* Consolidated financial statements including the Group management report for
the 2018 financial yea
* Report by the Supervisory Board for the 2018 financial yea
* Resolutions proposed by the Management and Supervisory boards relating to
agenda items 2, 3, 4, 5 and 6 as well as the resolutions proposed by the
Supervisory Board in relation to agenda items 7 and
* Statements relating to the persons proposed for election to the Supervisory
Board concerning their specialist qualifications and their professional or
comparable functions, and that no circumstances exist that could substantiate
concern about their impartiality, as well as their curricula vitae (Section 87
(2) of the AktG)
The forms for the issuing and revocation of representative authorisations
pursuant to Section 114 AktG as well as the respective invitation can be
downloaded from the Company's website (www.amag-al4u.com).
Zwtl.: III. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINDED IN SECTIONS
109, 110, 118 AND 119 AKTG:
1. Additions to the agenda pursuant to Section 109 AktG
Pursuant to Section 109 AktG, shareholders whose shareholdings together reach 5
% of the share capital can demand in writing that items be placed on the agenda
of this AGM, and be announced accordingly. A proposed resolution as well as a
justification must be included with each agenda item for which an application is
submitted. The applicants must have been the owners of the shares for at least
three months before the application is submitted. The shareholder demand must be
submitted to the Company at the latest on the 21st day before the AGM, and
consequently at the latest by March 20, 2019.
2. Resolutions proposed for the agenda by shareholders pursuant to Section 110
AktG
Furthermore, pursuant to Section 110 AktG, shareholders whose shareholdings
together reach 1 % of the share capital can submit in writing (Section 13 (2)
AktG) proposals concerning a resolution in relation to any agenda item, and
request that such proposals together with the names of the respective
shareholders, the justification that is to be attached and any opinion of the
Management Board or of the Supervisory Board be made available on the Company's
website. The shareholder request must be submitted to the Company at the latest
on the 7th working day before the AGM, and consequently at the latest by April
1, 2019. If candidates are proposed for election to the Supervisory Board, the
explanatory statement of the proposed person pursuant to Section 87 (2) AktG
will replace the explanatory statement. Accordingly, each election proposal must
disclose the specialist qualifications of the proposed individual, their
professional or comparable functions as well as all circumstances that might
substantiate concern about their impartiality.
3. The right of shareholders to obtain information pursuant to Section 118 AktG
Pursuant to Section 118 AktG, each shareholder is entitled to demand that
information be provided at the AGM about the Company's affairs, to the extent
required for an objective assessment of an agenda item. Such right to
information shall also extend to the Company's legal and business relationships
to an affiliated company, the Group's position and the companies included in the
consolidated financial statements.
Information can be refused if prudent commercial judgement suggests that
disclosing such information might incur a significant disadvantage for the
Company or one of its associated companies or make it liable to prosecution.
Information can also be refused if it has been made permanently available on the
Company's website in the form of questions and answers for at least seven days
before the start of the AGM.
To ensure - for the benefit of all shareholders - that the AGM proceeds
efficiently and expediently, we would kindly request you to submit in writing to
the Company in good time before the AGM questions whose answers require lengthy
preparation periods. Other questions on agenda items may also be sent to the
Company by fax to +43 (0) 7722 801 8 2203 or by e-mail to
felix.demmelhuber@amag.at.
4. Motions by Shareholders at the AGM pursuant to Section 119 AktG
Regardless of the number of shares held, every shareholder has the right to make
motions on any agenda item during the AGM. If several motions have been proposed
for one item on the agenda, the Chairman of the AGM determines the order of
voting.
For the mandatory timely submission of an application for election of a member
of the Supervisory Board see above point III. 2.
5. Proof of share ownership status and transmission to the company
The rights of shareholders connected to share ownership during a certain period
can only be exercised if the evidence of share ownership is rendered in the
respective relevant period; a custodian account confirmation pursuant to Section
10a AktG is satisfactory for this purpose. Motions to add to the agenda, draft
resolutions and questions are to be conveyed to the Company exclusively to one
of the addresses listed below.
By post:
AMAG Austria Metall AG
FAO Mr. Felix Demmelhuber
Postfach PO Box 3
A-5282 Ranshofen
By fax: +43 (0) 7722 801 8 2203
By email: felix.demmelhuber@amag.at
Zwtl.: IV. RECORD DATE AND PREREQUISTES FOR PARTICIPATING IN THE AGM:
The entitlement to participate in the AGM and to exercise shareholder rights is
based on the share ownership at the end of the tenth day before the AGM date
(evidence of shareholding cut-off date), and consequently according to the
shareholding on March 31, 2019, 24:00 hours (Central European Time).
Only parties that are shareholders on this cut-off date and that have submitted
corresponding evidence to the Company shall be entitled to participate in the
AGM.
In the case of bearer shares held in custody accounts, the submission of a
custody account confirmation pursuant to Section 10a AktG shall be sufficient to
prove shareholdings on the shareholding evidence cut-off date, which must be
received by the Company at the latest on the third working day before the AGM,
and consequently by April 5, 2019, 24:00 hours (Central European Time) at one of
the addresses listed below.
By post/messenger:
AMAG Austria Metall AG
FAO Mr. Felix Demmelhuber
PO Box 3
A-5282 Ranshofen
By fax: +43 (0) 1 8900 500 91
By email: anmeldung.amag@hauptversammlung.at (in this case to be attached as a
scanned PDF file to the email)
By Swift: GIBAATWGGMS - Message Type MT598; ISIN AT00000AMAG3 must be stated in
the text
Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a deposit confirmation. The record date has no
impact on the saleability of the shares and has no bearing on dividend rights.
Deposit certificates in accordance with Section 10a of the AktG
The custody account confirmation is to be issued by a custodian bank based in a
member state of the European Economic Area or in a full member state of the
OECD. The custody account confirmation must include the following minimum
information pursuant to Section 10a (2) AktG:
* Information about the bank issuing the confirmation: name (company) and
address or a code commonly used in dealings between banks;
* Information about the shareholder: name (company) and address, and in the case
of natural persons additionally the date of birth, and in the case of legal
persons if required the register and number under which the legal person is
registered in its state of origin;
* The custody account number, otherwise another designation;
* Information about the shares: the number of the shareholder's shares, ISIN
AT00000AMAG3;
* Date to which the deposit certificate refers.
Should the custody account confirmation furnish evidence of current share
ownership, it may not be older than seven days as of the date when it is
submitted to the Company. Custody account confirmations will be accepted in
either German or English. The custody account confirmation as evidence of share
ownership to participate in the AGM must relate to the aforementioned March 31,
2019 at 24:00 hours (CET) evidence of shareholding cut-off date.
Pursuant to Section 262 (20) AktG, custody account confirmations and statements
pursuant to Section 114 (1) Clause 4 AktG will be accepted as a SWIFT message to
the Company's SWIFT address listed above via an internationally distributed and
specially secured communication network of banks whose participants can be
clearly identified, pursuant to Section 10a (3) Clause 2 AktG.
Zwtl.: V. OPTION TO APPOINT A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
PURSUANT TO SECTIONS 113 AKTG AND THE FOLLOWING.
Each shareholder entitled to participate in the AGM has the right to appoint a
natural or legal person as a representative to participate on the shareholder's
behalf at the AGM, embodying the same rights as the shareholder represented by
the natural or legal person. The authorisation must be issued to a specific
individual in textual form, whereby the shareholder is not restricted in
relation to demands and in relation to the number of individuals appointed as
representative. The Company itself or a member of the Management Board or
Supervisory Board may only exercise the voting right as a representative to the
extent that the shareholder has issued an express instruction concerning the
exercise of the voting right in relation to individual agenda items. If the
shareholder has issued authorisation to its custodian bank (Section 10a AktG),
it is sufficient for the bank to issue a statement in addition to the custody
account confirmation declaring that representative authorisation has been issued
to it.
In order to issue a representative authorisation, the form provided under
"Ordinary Annual General Meeting 2019" provided on the Company's website at
www.amag-al4u.com, which also enables a restricted representative authorisation
to be issued, can be utilised. The Company must have received the representative
authorisation at the latest by April 9, 2019, 15:00 hours (CET), exclusively at
one of the addresses listed under point IV. above and will be kept by the
company. On the AGM day, representative authorisations can be received when
registering for the AGM at the meeting venue.
The above regulations for issuing representative authorisations shall be valid
analogously for the revocation of a representative authorisation.
Independent Proxy voting
As a special service, shareholders have access to a representative of the
Austrian Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, as an
independent proxy for the exercising of voting rights at the AGM in accordance
with issued instructions; a special proxy authorisation form for this purpose
can be downloaded from March 20, 2019 from the Company's website at www.amag-
al4u.com under "Ordinary Annual General Meeting 2019". Alternatively, the option
exists to directly contact Mr. Wilhelm Rasinger, President of the IVA
(telephone: +43 (0)1 876 33 43-30, fax: +43 (0)1 876 33 43-39, email:
wilhelm.rasinger@iva.or.at).
Zwtl.: VI. FURTHER DISCLOSURES AND INFORMATION:
Total number of shares and voting rights
Pursuant to Section 106 No. 9 AktG, it is announced that the Company's share
capital on the AGM convening date is divided into 35,264,000 ordinary bearer
shares. Each share grants one voting right. The Company holds no treasury shares
as of the AGM convening date. No rights accrue to the Company from such shares.
The total number of shares entitling to AGM participation and AGM voting amounts
to 35,264,000 on the AGM convening date.
Entry and proof of identity
Entry to the AGM will commence at 10:30 a.m. Shareholders and their
representatives are notified that to check identities at the entrance to the AGM
official photo identification is to be presented, such as a driver's licence,
passport or identity card. If an identity determination is not possible, the
entrance can be denied.
If you come to the AGM as an authorized representative, please take the power of
attorney in addition to the proof of identity. If the original of power of
attorney has already been sent to the Company, taking a copy of it will
facilitate your entry.
In planning your timing, please kindly take into consideration the many
participants that are expected, as well as the now-usual security precautions.
Arrival
We wish to inform our shareholders that no public car parking facilities are
available in the area of the Schlossmuseum. Instructions about how to get to the
AGM are available on the Company's website at www.amag-al4u.com under "Ordinary
Annual General Meeting 2019".
Zwtl.: VII. INFORMATION ON DATA PROTECTION:
AMAG Austria Metall AG processes the personal data of shareholders (in
particular those data pursuant to Section 10a (2) AktG, i.e. name, address, date
of birth, number of the securities deposit account, number of shares held by the
shareholder, number of the voting card and, if applicable, proxy's name and
address) on the basis of the applicable data protection provisions, in
particular the European General Data Protection Regulation (GDPR) and the
Austrian Data Protection Act (ADPA), in order to enable shareholders to exercise
their rights at the AGM.
The processing of shareholders' personal data is mandatory for the participation
of shareholders and their representatives at the AGM in accordance with the
AktG. As a consequence, the legal basis for processing is Article 6 (1) (c)
GDPR.
AMAG Austria Metall AG is responsible for such processing. AMAG Austria Metall
AG makes recourse to external service companies, such as notaries, lawyers and
event service providers, for the purpose of organising the AGM. AMAG Austria
Metall AG only provides such personal data to external service companies, that
are required for the execution of the service that has been ordered and the
external service comapnies process such data exclusively in accordance with the
instructions of AMAG Austria Metall AG. Where legally necessary, AMAG Austria
Metall AG has concluded a data protection agreement with such service providers.
If a shareholder participates in the AGM, all shareholders attending, or their
representatives, Management and Supervisory Board members, the notary and all
other persons with a legal right to participate, are entitled to inspect the
legally required list of participants (Section 117 AktG) and thereby also
inspect the personal data specified therein (including name, place of residence,
shareholding). AMAG Austria Metall AG is also legally obligated to submit
personal shareholder data (in particular the list of participants) as part of
the notarial protocol to the company register (Section 120 AktG).
Shareholders' data are anonymised or deleted as soon as they are no longer
necessary for the purposes for which they were collected or processed, and
unless other legal obligations require further archiving. Obligations to provide
evidence and to retain records arise in particular from company, stock
corporation and takeover law, from tax and levy law as well as from anti money
laundering regulations. If legal claims are brought by shareholders against AMAG
Austria Metall AG, or by AMAG Austria Metall AG against shareholders, the
archiving of personal data serves to clarify and enforce claims in individual
cases. In connection with court proceedings before civil courts, this can lead
to the archiving of data for the duration of the statute of limitations plus the
duration of the court proceedings up to its legally binding termination.
For the purpose of providing administrative support to the Supervisory Board and
the Management Board, the auditorium will be broadcasted live to the support
area, so that any questions as well as other administrative issues can be
answered as quickly as possible. There is no storage or recording of this data.
As a consequence, the legal basis for processing is Section 12 (2) No. 4 ADPA.
All shareholders have the right to information, correction, restriction,
objection and deletion at any time in relation to the processing of personal
data as well as a right to data transmission in accordance with Chapter III of
the GDPR. Shareholders may assert such rights in relation to AMAG Austria Metall
AG free of charge via the following e-mail address datenschutz@amag.at. In
addition, shareholders shall be entitled to appeal to the data protection
authority pursuant to Article 77 GDPR.
Further information on data protection can be found in the data protection
declaration on the AMAG Austria Metall AG website at www.amag-al4u.com/
datenschutz.
Ranshofen, March 2019
The Management Board
Further inquiry note:
Investor Relations:
Felix Demmelhuber
Head of Investor Relations
AMAG Austria Metall AG
Lamprechtshausenerstrasse 61
5282 Ranshofen, Austria
Tel.: +43 (0) 7722-801-2203
Email: investorrelations@amag.at
end of announcement euro adhoc
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issuer: AMAG Austria Metall AG
Lamprechtshausenerstraße 61
A-5282 Ranshofen
phone: +43 7722 801 0
FAX: +43 7722 809 498
mail: investorrelations@amag.at
WWW: www.amag.at
ISIN: AT00000AMAG3
indexes: VÖNIX, ATX GP, ATX BI, WBI
stockmarkets: Wien
language: English
Original content of: AMAG Austria Metall AG, transmitted by news aktuell