EANS-General Meeting: Semperit AG Holding
Invitation to the General Meeting
according to art. 107 para. 3 Companies Act - ATTACHMENT
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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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23.03.2018
Semperit Aktiengesellschaft Holding
with its headquarters in Vienna
FN (Commercial Register Number) 112544 g
ISIN: AT0000785555
Invitation to the 129th Annual General Meeting
We hereby cordially invite our shareholders to the Annual General Meeting of
Semperit Aktiengesellschaft Holding to be held on Wednesday, 25 April 2018, at
10:00 a.m. CEST, at Tech Gate Vienna, Donau City Str. 1, 1220 Vienna.
In order that admission proceeds smoothly, shareholders are requested to bring a
photo identification and arrive in a timely manner prior to the General Meeting.
Admittance for the issuance of voting cards begins at 9:00 a.m. CEST.
AGENDA
1. Presentation of the adopted annual financial statements including the
management report and the corporate governance report, of the consolidated
financial statements including the group management report, of the presentation
of the proposal for the use of profit and of the report of the Supervisory Board
(sec 96 of the Austrian Stock Corporation Act) on the business year 2017
2. Adopting a resolution on the use of the net profit shown in the 2017 annual
financial statements
3. Adopting a resolution on the discharge of the Members of the Management Board
for the business year 2017
4. Adopting a resolution on the discharge of the Members of the Supervisory
Board for the business year 2017
5. Election of the auditor of the annual financial statements and consolidated
financial statements for the business year 2018
6. Elections to the Supervisory Board
7. Adopting a resolution on the compensation of Members of the Supervisory Board
for the business year 2017
8. Adopting a resolution on the comprehensive amendment and revision of the
Articles of Incorporation with the exception of the corporate objective, which
will not be amended
9a. Adopting a resolution on the further authorisation (valid up to not more
than 30 months of the resolution date) of the Management Board to purchase, with
the consent by the Supervisory Board, own shares of up to 10 % of the share
capital pursuant to section 65 para 1 rec. 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 26 April 2016 on item 10a of the agenda.
9b. 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 26 April 2016 on item 10b of the agenda.
10. Adopting a resolution on the creation of a new "authorized capital" while
safeguarding the statutory subscription right, also within the meaning of the
indirect subscription right pursuant to section 153 para 6 of the Austrian Stock
Corporation Act (AktG), but also with the authorization of the Management Board
to exclude subscription rights of shareholders in whole or in part with the
consent by the Supervisory Board, including the possibility of issuing new
shares against contributions in kind, with the cancellation of the "authorized
capital" in accordance with the resolution of the Annual General Meeting of 26
April 2016 on the 8th agenda item and resolution on the corresponding amendment
to article 5a of the Articles of Incorporation.
11a. Adopting a resolution on the authorization of the Management board to issue
convertible bonds with the approval by the Supervisory Board and on the
authorization of the Management board with the approval of the Supervisory Board
to exclude shareholders' subscription rights in full or in part, with the
cancellation of the corresponding authorization of the Management Board with
approval by the Supervisory Board to issue convertible bonds pursuant to the
Annual General Meeting Resolution of 26 April 2016 on agenda item 9a.
11b. Adopting a resolution on the conditional increase of the Company's share
capital in accordance with section 159 para 2 rec. 1 Austrian Stock Corporation
Act (AktG) for the issue to creditors of financial instruments (convertible
bonds), with cancellation of the "conditional capital" in accordance with the
Annual General Meeting resolution of 26 April 2016 on agenda item 9b and
corresponding amendment to article 5b of the Articles of Incorporation.
Opportunity for shareholders to inspect records pursuant to section 108 para 3
and 4 of the Stock Corporations Act ("AktG") (section 106 pt. 4 of the Stock
Corporations Act)
In addition to the complete text of this convocation and the forms for
appointing and revoking the appointment of a proxy holder according to section
114 Stock Corporations Act, the following documents and records will be
available at the latest from the 21st day preceding the General Meeting (4 April
2018), but prospectively already from 23 March 2018, for inspection on the
Company website www.semperitgroup.com/ir [http://www.semperitgroup.com/ir].".
- Financial statements including management report,
- Corporate governance report,
- Consolidated financial statements including group management report,
- Proposal for the appropriation of the net profit,
- Separate non-financial report
- Report of the Supervisory Board,
each for the 2017 financial year;
- Proposed resolutions on items 2. - 11. of the agenda,
- With respect to agenda item 6.: Curriculum vitae of the candidates for the
elections to the Supervisory Board together with statements pursuant to section
87 sub-section 2 of the Stock Corporations Act,
- Report by the Management Board on the exclusion of subscription rights in
connection with 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 - 9. of the agenda,
- Report by the Management Board on the exclusion of subscription rights in the
"authorized capital" pursuant to section 170 para 2 in conjunction with section
153 para 4 sentence 2 Stock Corporation Act - 10. of the agenda,
- Report by the Management Board on the exclusion of subscription rights in
connection with convertible bonds pursuant to section 174 para 4 in conjunction
with section 153 para 4 Stock Corporation Act - 11. of the agenda.
These documents will additionally be available at the General Meeting. Upon
request each shareholder will be provided with a copy of the aforementioned
documents immediately and free of charge.
INFORMATION ON SHAREHOLDER RIGHTS PURSUANT TO SECTIONS 109, 110 AND 118 OF THE
AKTG
Additions to the agenda (Section 109 of the AktG)
Pursuant to Section 109 of the AktG shareholders who together hold shares
amounting to at least 5% of the share capital and who have owned these shares
for at least three months before making their request may request in writing
that additional items be included in the agenda of this General Meeting and be
published. Each requested addition to the agenda must include a draft resolution
and an explanation of the reasons for the proposal. The text of the agenda item
and the proposed resolution must (also) be presented in German.
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 www.semperitgroup.com/ir no later than 6 April 2018 as well as in the
same way as the original agenda no later than 11 April 2018.
Such a request shall be considered only if it is received by the Company in
writing by no later than 4 April 2018 at one of the following addresses:
By mail or courier: Semperit AG Holding
Attn: Legal Department
Modecenterstrasse 22
1031 Vienna
By e-mail: stefan.marin@semperitgroup.com, in which case a qualified electronic
signature pursuant to Section 4 of the Austrian Digital Signature Act (SigG) is
necessary when making submissions by e-mail
In order to demonstrate status as a shareholder in order to exercise this
shareholder right it is sufficient to present a safe custody receipt in
accordance with Section 10a of the AktG which confirms that the shareholders
making the request have been owners of the shares for at least three months
before so doing and which may be no older than seven days on the date of
submission to the Company. With respect to the other requirements for the safe
custody receipt reference is made to the information on the right to
participate.
Draft resolutions on agenda items (Section 110 of the AktG)
Pursuant to Section 110 of the AktG shareholders whose aggregate shareholdings
equal 1% or more of the Company's share capital may propose draft resolutions in
writing together with a statement of reasons with respect to each item on the
agenda and may request that these proposals and statements of reasons along with
any response by the Management Board or Supervisory Board be made available on
the Company's website together with the names of the relevant shareholders.
If a proposal is made to elect a member of the Supervisory Board, then instead
of a statement of reasons a statement is to be made regarding the person
proposed in accordance with Section 87 (2) of the AktG.
The proposed resolution must (also) be submitted in German.
A safe custody receipt in accordance with Section 10a of the AktG shall suffice
as proof of shareholder status to exercise these shareholder's rights, provided
that the safe custody receipt is not more than seven days old at the time it is
submitted to the Company. With respect to the other requirements for the safe
custody receipt reference is made to the information on the right to
participate.
Such a request shall be considered only if it arrives at the Company in writing
by no later than 16 April 2018 at one of the following addresses:
By mail or courier: Semperit AG Holding
Attn: Legal Department
Modecenterstrasse 22
1031 Vienna
By fax: +43 (0)1 / 79777 - 601
By e-mail: stefan.marin@semperitgroup.com, in which case the request must be
attached to the e-mail in writing, for example as a PDF file
Section 119 para 2 of the AktG stipulates that a vote is to be held on a draft
resolution, which has been published on the Company's website in accordance with
Section 110 of the AktG, only if it has been repeated as a motion in the General
Meeting.
Right of information (Section 118 of the AktG)
Section 118 of the AktG stipulates that every shareholder attending the Annual
General Meeting is entitled upon request to be provided with information
concerning the Company's affairs, to the extent that this information is
required to enable the shareholder to properly evaluate an item on the agenda.
The duty to provide information also includes the legal and business relations
of the Company to an affiliated business.
If the consolidated annual accounts and the group report are presented during
the Annual General Meeting of a parent company (Section 189a rec. 6 of the
Austrian Company Code (UGB)), then the information duty also extends to the
circumstances of the group as well as businesses included in the consolidated
annual financial statements.
The information does not have to be provided if such information could, based on
sound business judgement, be used to significantly prejudice the position of the
Company or an affiliated business, or if providing said information would
constitute a criminal offence. Information also does not have to be provided if
it was continuously available on the website of the Company in the form of
questions and answers at least seven days before the start of the Annual General
Meeting. The reason for any refusal to provide the information must be stated.
Motions during the Annual General Meeting (Section 119 of the AktG)
Pursuant to Section 119 of the AktG every shareholder, the Management Board and
the Supervisory Board are entitled to submit motions on any agenda item during
the Annual General Meeting. A resolution may not be adopted regarding a topic of
discussion that was not properly announced as an agenda item.
Pursuant to 87 para 6 of the AktG Semperit Aktiengesellschaft Holding as listed
company must announce on its websites the proposed candidates for election to
the Supervisory Board together with statements in accordance with section 87
para 2 of the AktG for each proposed person by no later than five working days
prior to the General Meeting, i.e. on 18 April 2018. Failure to do so means the
person concerned may not be included in the vote. The submission of a
corresponding motion at the General Meeting is therefore not possible.
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The right to participate in the General Meeting and to exercise voting rights
and all other shareholder rights in the course of the General Meeting is
determined by the shares owned at the end of the tenth day prior to the date of
the General Meeting, i.e. 15 April 2018, 12 midnight CEST (Record Date of the
General Meeting). Only persons who are shareholders on this Record Date and have
demonstrated this to the Company are entitled to attend the General Meeting.
Bearer shares held in a securities account
A safe custody receipt pursuant to section 10a of the AktG shall suffice as
proof of shareholding for bearer shares kept in custody as of the Record Date,
provided that this custody receipt is received by the Company no later than 20
April 2018 and exclusively at one of the following addresses.
By mail or courier: Notary Huppmann, Poindl & Partner
Brandstätte 6
1010 Vienna
By fax: +43(0)1 512 28 65-21
By e-mail: semperit2018hv@nhp.at, in which case the safe custody receipt must be
attached to the e-mail in writing, for example as a PDF file
By SWIFT: GIBAATWGGMS (message type MT598, must include ISIN AT0000785555 in the
text)
Safe custody receipt pursuant to Section 10a of the AktG
The safe custody receipt is to be issued by a depositary bank based in a member
state of the European Economic Area or in a full member state of the OECD, and
must contain at least the following:
- Information on the issuer: name/company name and address or code commonly used
for interbank transactions (SWIFT CODE),
- Information on the shareholder: name/company name and address, in the case of
natural persons additionally the date of birth, in the case of legal entities,
if applicable, additionally the commercial register and registration number
under which the entity is registered in its country of origin,
- Information on the shares: number of shares held by the shareholder, ISIN
AT0000785555,
- Securities account number or other designation,
- Date and, if appropriate, the time period to which the safe custody receipt
refers.
If the safe custody receipt is intended as proof of shareholder status, it may
be no older than seven days at the time of submission to the Company.
The safe custody receipt as proof of shareholding for the right to participate
in the Annual General Meeting must relate to the aforementioned Record Date, 15
April 2018, 12 midnight CEST.
The safe custody receipt will be accepted in either German or English. The safe
custody receipt must be in writing.
Registering to attend the General Meeting or submitting a safe custody receipt
does not in any way block shareholders with regard to their shares; they may
continue to freely dispose of their shares after registering or submitting a
safe custody receipt.
PARTICIPATION BY PROXY
Every shareholder entitled to participate in the General Meeting has the right
to appoint a natural or legal person as proxy who will attend the meeting on
behalf of the shareholder and who is vested with the same rights as the
shareholder whom he/she represents. The Company itself or a member of the
Management Board or Supervisory Board may exercise the voting right as a proxy
only if the shareholder has issued explicit instructions on the individual
agenda items.
The proxy must be conferred on a specific person (natural or legal) in writing,
whereby several persons may receive proxies.
The proxy must be received by the Company exclusively at one of the following
addresses:
By mail or courier: Notary Huppmann, Poindl & Partner
Brandstätte 6
1010 Vienna
By fax: +43(0)1 512 28 65-21
By e-mail: semperit2018hv@nhp.at, in which case the proxy must be attached to
the e-mail in writing, for example as a PDF file
Personally: by registering at the Annual General Meeting
If the proxy will not be personally submitted when registering at the General
Meeting, the proxy must arrive at the Company no later than 20 April 2018 at one
of the aforementioned addresses.
Upon request, a proxy form and a form for the revocation of the proxy will be
sent to the shareholder. These forms are also available on the Company's website
at www.semperitgroup.com/ir [http://www.semperitgroup.com/ir].
If a shareholder has appointed the credit institution maintaining his or her
securities account as proxy, the credit institute only needs to submit
notification of its appointment as proxy in addition to the safe custody
receipt. The aforementioned requirements applying to the submission of the safe
custody receipt shall apply analogously to the submission of this notification.
The requirements listed above for the appointment of proxy shall apply
analogously to the revocation of the proxy.
As a special service, shareholders are provided the option of having their
voting rights exercised at the General Meeting in accordance with their
instructions by an independent representative of the Interessenverband für
Anleger (Association for Investors), IVA, Feldmühlgasse 22/4, 1130 Vienna. It is
currently planned that Dr Wilhelm Rasinger from IVA will represent these
shareholders at the General Meeting. In order to grant proxy to Dr Wilhelm
Rasinger a special proxy form is available on the Company's website at
www.semperitgroup.com/ir [http://www.semperitgroup.com/ir]. This special form
must be received by the Company exclusively at one of the aforementioned
addresses (fax, e-mail, mail/courier, in person when registering) for the
submission of proxies.
In addition, it is also possible to contact Dr Wilhelm Rasinger from IVA
directly at tel. +43 1 8763343 - 30, fax +43 1 8763343 - 39 or via e-mail at
wilhelm.rasinger@iva.or.at.
The shareholder shall instruct Dr Wilhelm Rasinger how he (or perhaps a
representative authorised by Dr Wilhelm Rasinger) has to exercise the voting
right. Dr Wilhelm Rasinger shall exercise the voting right solely on the basis
of the instructions issued by the shareholder. Without explicit instructions the
proxy is invalid.
Please note that the proxy holder does not accept instructions for requests to
speak, for filing notices of opposition against shareholder resolutions or for
raising questions or motions.
Total number of shares and voting rights
The share capital of the Company amounts to EUR 21,358,996.53 at the date of the
convocation of the Annual General Meeting, and is divided into 20,573,434 bearer
shares, of which 20,573,434 shares are entitled to vote in the Annual General
Meeting. Each share entitles the holder to one vote. The Company does not own
any treasury stock.
Vienna, March 2018
The Management Board
Further inquiry note:
Monika Riedel
Group Head of Communications & Sustainability
+43 676 8715 8620
monika.riedel@semperitgroup.com
Stefan Marin
Head of Investor Relations
Tel.: +43 676 8715 8210
stefan.marin@semperitgroup.com
www.semperitgroup.com
end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/15/12/10121347/1/01_Einladung_HV_2018_EN.pdf
issuer: Semperit AG Holding
Modecenterstrasse 22
A-1030 Wien
phone: +43 1 79 777-210
FAX: +43 1 79 777-602
mail: stefan.marin@semperitgroup.com
WWW: www.semperitgroup.com
ISIN: AT0000785555
indexes: WBI, ATX PRIME, ATX GP
stockmarkets: Wien
language: English
Original content of: Semperit AG Holding, transmitted by news aktuell