EANS-General Meeting: Flughafen Wien 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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04.04.2019
Flughafen Wien Aktiengesellschaft
Schwechat, FN 42984 m
ISIN AT00000VIE62
INVITATION TO THE ANNUAL GENERAL MEETING
We hereby invite our shareholders to the 31st Annual General Meeting of
Flughafen Wien Aktiengesellschaft which will be held on Friday, May 3, 2019 at
11 a.m. in Office Park 3, Object 682, Towerstrasse, A-1300 Vienna Airport. The
entrance is next to the NH Hotel.
I. AGENDA
1. Presentation of the annual financial statements and Management Report, the
Corporate Governance Report, the consolidated financial statements, the
Group Management Report, the resolution on the appropriation of the net
profit and the Report of the Supervisory Board on the 2018 financial year
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge of the members of the Management Board for the
2018 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2018 financial year
5. Election of the auditor for the annual financial statements and
consolidated financial statements for the 2019 financial year
6. Elections to the Supervisory Board
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE
COMPANY WEBSITE
In particular, the following documents will be available on the Website of the
Company at www.viennaairport.com [http://www.viennaairport.com/] no later than
April 12, 2019:
* Annual financial statements and Management Report, along with the Non-
Financial Declaration
* Corporate Governance Report,
* Consolidated financial statements and Group Management Report
* Proposal for the appropriation of the net profit,
* Report of the Supervisory Board,
all with respect to the 2018 financial year;
* Proposals for resolutions on items 2-6 of the agenda,
* Declarations of the candidates to be elected to the Supervisory Board under
item 6 of the agenda pursuant to Section 87 Para. 2 Austrian Stock Corporation
Act (AktG),
* Proxy authorisation form,
* Form for granting a proxy to an IVA representative,
* Revocation of proxy form,
* Complete text of this invitation to the Annual General Meeting.
III. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING
Eligibility to participate in the Annual General Meeting and to exercise voting
rights and other shareholder rights that can be exercised at the Annual General
Meeting are based on the shareholding at the end of day on April 23, 2019
(record date to provide proof of shareholding).
A person is only eligible to participate in the Annual General Meeting, if he/
she is a shareholder on this record date and is able to supply sufficient proof
of this status to the Company.
Proof of the shareholding must be provided by a depository confirmation as
stipulated in Section 10a Austrian Stock Corporation Act (AktG). This
confirmation must be sent to the Company in written form no later than April 29,
2019 (12 p.m. midnight, CEST, local Vienna time) exclusively via one of the
following communication channels and addresses:
(i) for transmitting the depositary confirmation in text form, which is
sufficient pursuant to Section 12 Para. 2 Articles of Association
By fax:
+43 (0) 1 8900 500 - 88
By e-mail:
anmeldung.flughafenwien@hauptversammlung.at
(depositary confirmation to be submitted as a PDF file)
(ii) for transmitting the depositary confirmation in written form
By mail or messenger:
Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By SWIFT:
GIBAATWGGMS
(Message Type MT598 or MT599;
the text must include ISIN AT00000VIE62)
Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a deposit confirmation.
The record date has no effect on the saleability of the shares and has no
bearing on dividend rights.
Depositary confirmation pursuant to Section 10a AktG
The depository confirmation must be issued by a depository institution which
maintains its registered offices in a member state of the European Economic Area
or in a full member state of the OECD, and must include the following
information:
* Information on the issuer: name/company and address or a code commonly used in
business transactions between financial institutions,
* Information on the shareholder: name/company, address, date of birth for
natural persons, and if applicable, register and registration number for legal
persons in the legal person's country of origin,
* Information on the shares: number of shares held by the shareholder, ISIN
AT00000VIE62
* Depository number or other designation,
* Period covered by the depository confirmation
The depository confirmation to verify the shareholding as the basis for
participation in the Annual General Meeting must relate to the end of the record
date for the proof of shareholding, i.e. April 23, 2019 (12 p.m. midnight, CEST,
local Vienna time).
The depository confirmations will be accepted if it is submitted in German or
English.
Proof of identity
For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
General Meeting.
IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the Annual General Meeting
and has provided sufficient proof to the Company as described in point III of
this invitation is also entitled to appoint a representative, who will
participate in the Annual General Meeting on behalf of the shareholder and who
is vested with the same rights as the shareholder who he or she represents.
The proxy must designate a specific person (natural or legal) in text form
(Section 13 Para. 2 AktG). It is also possible to appoint several proxy holders.
It is possible to appoint a proxy both before as well as during the Annual
General Meeting.
We offer the following communication channels and addresses as means to convey
the appointment of a proxy holder:
By mail or messenger:
Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By fax:
+43 (0)1 8900 500 - 88
By e-mail: anmeldung.flughafenwien@hauptversammlung.at
(proxy authorisation to be submitted as a PDF file)
The appointment of a proxy holder must be received by the Company no later than
May 2, 2019 at 4 p.m., exclusively at one of the previously listed addresses,
unless submitted at the registration office at the Annual General Meeting.
A form for the appointment (or revocation) of a proxy holder can be downloaded
from the Company's Website at www.viennaairport.com [http://
www.viennaairport.com/]. In order to ensure problem-free processing, we request
that you only use the forms which have been made available.
Details on appointing a proxy, especially the text form and contents of the
proxy, are derived from the proxy authorisation form made available to
shareholders.
If the shareholder has appointed the depositary bank (Section 10a AktG) as her
or his proxy, it will suffice if the shareholder submits a declaration, via the
communication channels stipulated for this purpose, stating that the depositary
bank was appointed to serve as the proxy.
Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorisation.
The aforementioned instructions concerning the granting of proxy authorisation
also apply analogously to the revocation of proxy.
Independent voting representative
As a special service, a representative of the Austrian Shareholder Association
IVA (Interessenverband für Anleger) Feldmühlgasse 22, 1130 Vienna, will be
available as an independent representative to exercise voting rights on behalf
of shareholders at the Annual General Meeting and to comply with instructions
from the shareholder in exercising these rights. A special form for the
designation of IVA as a shareholder representative is available on the Company's
Website at www.viennaairport.com [http://www.viennaairport.com/]. In addition,
Mr. Michael Knap from IVA may be directly contacted by the shareholder at +43-
664-213 87 40, per fax at +43 (01) 8763343-39 or via e-mail at michael.knap@
iva.or.at.
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110,
118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda pursuant to Section 109 AktG
Shareholders whose total shareholding equals 5% or more of the Company's share
capital and who have held these shares for at least three months prior to the
filing of their proposal can request in writing that additional items be put on
the agenda of this Annual General Meeting and made publicly known, if this
request is submitted to the Company in writing by mail no later than April 12,
2019 (12 p.m. midnight, CEST, local Vienna time) exclusively at the address Mr.
Wolfgang Köberl, General Secretariat, A-1300 Wien-Flughafen. Each item submitted
for the agenda in this manner must include a proposed resolution together with a
statement explaining the reasons for such a proposal. Proof of the status as a
shareholder must be provided by depository confirmation as stipulated in Section
10a AktG. This confirmation must verify that the shareholder(s) filing the
motion has (have) held these shares for at least three months prior to the
proposal and may not be older than seven days when it is submitted to the
Company. Further requirements for depository confirmation are listed under the
section on the right to participate in the Annual General Meeting (point III).
2. Draft resolutions on agenda items submitted by shareholders pursuant to
Section 110 AktG
Shareholders whose total shareholding equals 1% or more of the Company's share
capital may submit written proposals for resolutions including a statement
explaining the reasons for any item on the agenda of this Annual General Meeting
and require that these proposals, together with the statement explaining the
reasons and any statement by the Management Board or Supervisory Board, be
published on the Website of the Company as entered into the Commercial Register,
if this request is submitted to the Company in writing no later than April 23,
2019 (12 p.m. midnight, CEST, local Vienna time) either by fax at +43 (0) 1 7007
- 23622 or per mail to the address Mr. Wolfgang Köberl, General Secretariat, A-
1300 Wien-Flughafen, or per e-mail at fwag-hauptversammlung@viennaairport.com
[fwag-hauptversammlung@viennaairport.com], whereby the written request must be
attached to the e-mail, e.g. as a PDF file.
In the case of a proposal for the election of a Supervisory Board member, the
declaration of the proposed candidate pursuant to Section 87 Para. 2 AktG is to
be included instead of the statement explaining the reasons.
Proof of the status as a shareholder must be provided by depository confirmation
as stipulated in Section 10a AktG provided that this confirmation is not more
than seven days old when it is submitted to the Company. Further requirements
for depository confirmation are listed under the section on the right to
participate in the Annual General Meeting (point III).
3. Information pursuant to Section 110 Para. 2 (2) AktG
Regarding item 6 on the agenda, "Elections to the Supervisory Board" and the
potential nomination of a candidate to the Supervisory Board by shareholders
pursuant to Section 110 AktG, the Company states the following:
Up until now, i.e. following the last election by the Annual General Meeting,
the Supervisory Board of Flughafen Wien Aktiengesellschaft has consisted of ten
members elected by the Annual General Meeting (shareholder representatives). Of
the ten shareholder representatives, eight are men and two are women. The Works
Council, which designates five members of the Supervisory Board, consists of
five men.
Women comprise less than 20% of the staff of Flughafen Wien Aktiengesellschaft.
For this reason, stipulations contained in Section 86 Para. 7 AktG with respect
to the minimum required quota of women do not apply.
4. The right of shareholders to obtain information pursuant to Section 118 AktG
On request, every shareholder must be provided with information concerning the
business matters of the Company at the Annual General Meeting, if this
information is necessary to enable the shareholder to properly evaluate any item
on the agenda. This obligation to provide information also covers the Company's
legal relations with an associated company as well as the status of the Group
and companies included in the consolidated financial statements.
This request for information may be refused if by the Company, according to
sound business judgment, it could result in significant damage to the Company or
a subsidiary, or if the provision of this information would comprise a criminal
offense punishable under law.
In accordance with Section 14 of the Articles of Association, the chairperson of
the Annual General Meeting may set appropriate limits for the time allotted to
speakers and the time allotted for questions. In particular, he or she may set
general and individual limitations, especially at the beginning of but also
during the Annual General Meeting, for speaking time and time for posing
questions.
Generally, the request for information on the part of shareholders at the Annual
General Meeting is to be submitted orally but may also be submitted in written
form.
Any questions whose responses require lengthy preparation should, in the
interest of holding an efficient meeting, be submitted in written form to the
Management Board in due time prior to the Annual General Meeting. Questions may
be submitted to the Company by fax to +43 (0) 1 7007 - 23622 or via e-mail to
fwag-hauptversammlung@viennaairport.com [fwag-
hauptversammlung@viennaairport.com].
5. Proposing motions at the Annual General Meeting pursuant to Section 119 AktG
Every shareholder, regardless of the extent of shareholding, is entitled to
bring forward motions in respect to each item on the agenda at the Annual
General Meeting. This right to bring forward a motion is contingent upon proof
of the right to participate in the Annual General Meeting as stipulated in the
invitation.
If several motions have been proposed for one item on the agenda, the Chairman
of the Annual General Meeting determines the order of voting pursuant to Section
119 Para. 3 AktG.
However, the pre-requisite for a shareholder motion on item 6 on the agenda
"Elections to the Supervisory Board" is the timely transmission of a resolution
pursuant to Section 110 AktG. Only shareholders whose total shareholding equals
1% or more of the Company's share capital can propose candidates for election to
the Supervisory Board. Such election proposals must be received in the above-
mentioned manner (Point V Para. 2 of this invitation) no later than on April 23,
2019. Every proposal for election to the Supervisory Board must be accompanied
by the candidate's declaration pursuant to Section 87 Para. 2 AktG concerning
his or her professional qualifications, professional or comparable positions as
well as any circumstances which could give rise for concerns regarding
partiality. Otherwise the shareholder motion relating to the election of a
Supervisory Board member may not be taken into consideration.
The minimum required quota of women pursuant to Section 86 Para. 7 AktG does not
apply to Flughafen Wien Aktiengesellschaft.
6. Information on the Website
Additional information on shareholder rights as stipulated in Sections 109, 110,
118 and 119 AktG is available on the Company's Website at www.viennaairport.com
[http://www.viennaairport.com/].
7. Information on data privacy for shareholders
Flughafen Wien Aktiengesellschaft takes data protection very seriously. More
information on data protection is available in our Data Protection Policy
atwww.viennaairport.com/datenschutz [http://www.viennaairport.com/datenschutz].
VI. FURTHER DISCLOSURES AND INFORMATION
Total number of shares and voting rights
The share capital of the company totalled EUR 152,670,000 at the time this
invitation to the Annual General Meeting was issued. The share capital was
divided into 84,000,000 non-par value bearer shares. Each share carries one
voting right. Accordingly, the total number of voting rights amounted to
84,000,000 voting rights at the time the invitation to the Annual General
Meeting was issued. The company held no treasury shares, either directly or
indirectly, at the time the invitation to the Annual General Meeting was issued.
Schwechat, April 2019
The Management Board
Further inquiry note:
Flughafen Wien AG
Investor Relations
+43 1 7007-22826
investor-relations@viennaairport.com
end of announcement euro adhoc
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issuer: Flughafen Wien AG
Postfach 1
A-1300 Wien-Flughafen
phone: +43 1 7007 - 23126
FAX: +43 1 7007 - 23806
mail: investor-relations@viennaairport.com
WWW: http://viennaairport.com/unternehmen/investor_relations
ISIN: AT00000VIE62
indexes:
stockmarkets: Wien
language: English
Original content of: Flughafen Wien AG, transmitted by news aktuell