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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05.04.2019
Semperit Aktiengesellschaft Holding
with its headquarters in Vienna
FN (Commercial Register Number) 112544 g
ISIN: AT0000785555
Invitation to the 130th Annual General Meeting
We hereby cordially invite our shareholders to the Annual General Meeting of
Semperit Aktiengesellschaft Holding to be held on Wednesday, 8 May 2019, 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 separate
non-financial report each up until 31 December 2018 and of the report of
the Supervisory Board on the business year 2018
2. Adopting a resolution on the discharge of the Members of the Management
Board for the business year 2018
3. Adopting a resolution on the discharge of the Members of the Supervisory
Board for the business year 2018
4. Appointment of an auditor to audit the annual financial statements and the
consolidated financial statements for the financial year 2019.
5. Elections to the Supervisory Board
6. Adopting a resolution on the remuneration of Members of the Supervisory
Board for the business year 2018
7. Adopting a resolution on the remuneration of Members of the Supervisory
Board for the business year 2019 in advance
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 (17
April 2019), but prospectively already from 5 April 2019, for inspection on the
Company website www.semperitgroup.com/ir [http://www.semperitgroup.com/ir] under
the menu item "General Meeting 2019".
- Financial statements including management report,
- Corporate governance report,
- Consolidated financial statements including group management report,
- Separate non-financial report
- Report of the Supervisory Board,
each for the 2018 financial year;
- Proposed resolutions on items 2. - 7. of the agenda,
- With respect to agenda item 5.: 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,
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, 118 AND 119 OF
THE STOCK CORPORATIONS ACT
Pursuant to section 109 of the Stock Corporations Act, shareholders whose
aggregate shareholding equals five percent or more of the nominal capital may
request in text form that additional items be put on the agenda of the General
Meeting and published. Each motion for an item to be put on the agenda must be
accompanied by a proposal for a resolution with a statement of reasons.
Shareholders filing such a motion must have held the shares continuously for at
least three months prior to filing the motion. Any such request by shareholders
must be received by the Company no later than on the 21st day before the General
Meeting, i.e. by 17 April 2019. 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 [http://
www.semperitgroup.com/ir] under the menu item "General Meeting 2019" no later
than 19 April 2019 as well as in the same way as the original agenda (in the
official gazette to the "Wiener Zeitung") no later than 24 April 2019.
Pursuant to section 110 of the Stock Corporations Act, shareholders whose
aggregate shareholding equals one percent or more of the nominal capital may
submit proposed resolutions in text form concerning any item on the agenda, and
request that these be made available on the Company website registered with the
commercial register, together with the names of the respective shareholders, a
statement of reasons to be submitted together with the proposal, and any
comments of the Management Board or Supervisory Board. A proposal for a
resolution must (also) be submitted in German. Requests of this kind will only
be considered when received by the Company no later than on the 7th working day
before the General Meeting, i.e. by 26 April 2019. In case of a proposal for the
election of a Supervisory Board member the statement of the proposed person
pursuant to section 87 sub-section 2 of the Stock Corporations Act replaces the
statement of reasons. Such proposed resolutions will be made available on the
company website www.semperitgroup.com/ir [http://www.semperitgroup.com/ir] under
the menu item "General Meeting 2019" no more than two working days from receipt
and no later than 30 April 2019.
Pursuant to section 119 para 2 of the Stock Corporations Act, a resolution
proposal that has been published on the Company's website pursuant to section
110 of the Stock Corporations Act is only to be voted on if it is repeated in
the General Meeting as a motion.
Pursuant to section 118 of the Stock Corporations Act, shareholders shall be
provided with information on the company's affairs upon request at the General
Meeting to the extent that such information is required for proper assessment of
an item on the agenda. This obligation to provide information shall also extend
to the legal and business relationships of the Company with affiliated
companies, the state of affairs of the group, and the companies included in the
consolidated financial statements.
The Company may deny providing information to the extent that according to sound
business judgment it might cause material damage to the Company or any
affiliated company or if providing such information would constitute a
punishable offense. Providing information may also be denied if such information
has been continuously available on the Company website registered with the
commercial register in the form of question and answer for at least seven days
prior to the beginning of the General Meeting.
Pursuant to Section 119 of the Stock Corporations Act 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 Stock Corporations Act, 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 Stock Corporations Act for each proposed person by
no later than five working days prior to the General Meeting, i.e. on 30 April
2019. 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.
We kindly ask the shareholders to submit any questions requiring extensive
preparation to answer to the Company in text form (for example as PDF)
exclusively to the E-mail address HV2019@semperitgroup.com in due time prior to
the General Meeting.
For the purpose of providing proof of shareholder status in order to exercise
the above mentioned shareholders' rights it is sufficient if holders of
deposited bearer shares submit a deposit certificate (Depotbestätigung) within
the meaning of section 10a Stock Corporations Act. A deposit certificate used to
prove current shareholder status must not be older than seven days when
submitted to the Company.
Any motions for putting additional items on the agenda pursuant to section 109
of the Stock Corporations Act, and resolution proposals pursuant to section 110
of the Stock Corporations Act including enclosures, shall be submitted to the
Company in text form (for example as PDF) exclusively to the E-mail address
HV2019@semperitgroup.com.
Record date and conditions of attendance of the General Meeting pursuant to
section 111 of the Stock Corporations Act (section 106 points 6 and 7 of the
Stock Corporations Act)
Pursuant to section 111 sub-section 1 of the Stock Corporations Act, the right
to attend the General Meeting and to exercise the shareholders' rights that are
exercised during the General Meeting is determined by the shares held at the end
of the tenth day before the date of the General Meeting (Record Date), therefore
by the shares held on Sunday, 28 April 2019, 12:00 midnight (CEST).
Participation in the General Meeting is limited to persons who are shareholders
on the Record Date and supply proof thereof to the Company.
In case of deposited bearer shares proof of shareholding at the Record Date is
provided by submitting a deposit certificate pursuant to section 10a of the
Stock Corporations Act. The deposit certificate shall be issued by the
depositary bank based in a member state of the European Economic Area or in a
full member state of the OECD. The deposit certificate must contain at least the
information required according to section 10a sub-section 2 of the Stock
Corporations Act. Deposit certificates will be accepted in German and English.
Proof of shareholder status at the Record Date in the form of a deposit
certificate must be received no later than on the third working day before the
General Meeting, i.e. by 3 May 2019 exclusively through one of the following
addresses:
1. E-mail address HV2019@semperitgroup.com
2. per SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT0000785555 in the
text).
Deposit certificate pursuant to section 10a of the Stock Corporations Act
The deposit certificate 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 deposit certificate
refers.
If the deposit certificate is intended as proof of shareholder status, it may be
no older than seven days at the time of submission to the Company.
The deposit certificate as proof of shareholding for the right to participate in
the Annual General Meeting must relate to the aforementioned Record Date, 28
April 2019, 12 midnight CEST.
The deposit certificate will be accepted in either German or English.
Registering to attend the General Meeting or submitting a deposit certificate
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
deposit certificate.
Possibility to appoint a proxy holder pursuant to sections 113 et seq Stock
Corporations Act (section 106 pt. 8 of the Stock Corporations Act)
Any shareholder entitled to attend the General Meeting shall be entitled to
appoint a natural or legal person as proxy holder. The proxy holder may attend
the General Meeting on behalf of the shareholder and will have the same rights
as the shareholder represented. The Company itself or a member of the Management
Board or Supervisory Board may exercise voting rights as a proxy holder only
insofar as the shareholder has explicitly provided detailed voting instructions
regarding the individual items of the agenda.
The proxy must be granted to a specific person. A proxy in text form shall be
sufficient in any case. If a shareholder has granted power of proxy to the
depositary bank (section 10a of the Stock Corporations Act) it shall be
sufficient if in addition to submitting the deposit certificate the bank makes a
statement that it has been granted power of proxy. It is also possible to grant
power of proxy to multiple persons. Forms for granting power of proxy which may
also be used to grant limited power of proxy are available on the Company
website www.semperitgroup.com/ir under the menu item "General Meeting 2019". A
form for the revocation of the power of proxy is also available on the Company
website www.semperitgroup.com/ir under the menu item "General Meeting 2019".
The proxy must be received no later than on 7 May 2019, 1.00 p.m. (CEST)
exclusively to the E-mail address HV2019@semperitgroup.com; the proxy must be
attached to the E-mail in text form, e.g. as PDF-file, and will be kept by the
Company.
If a shareholder has granted power of proxy to the depositary bank (section 10a
of the Stock Corporations Act) it shall be sufficient if in addition to
submitting the deposit certificate the bank makes a statement that it has been
granted power of proxy. The aforementioned requirements applying to the
submission of the deposit certificate shall apply analogously to the submission
of this notification.
On the day of the General Meeting the proxy may only be submitted upon
registration for the General Meeting at the venue of the meeting. The
aforementioned provisions on granting power of proxy apply analogously to the
revocation of power of proxy. Any revocation shall be valid only when received
at one of the aforementioned addresses respectively by the Company.
As a special, free of charge service, shareholders who are not able or do not
wish to attend the General Meeting in person may have their voting rights in the
General Meeting exercised by a representative of the "Interessenverband für
Anleger" (IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse
22. Mr. Michael Knap has been appointed by IVA as representative for these
shareholders for the General Meeting. Shareholders intending to grant power of
proxy are not obliged to appoint Mr Michael Knap as their proxy holder. A
special form for granting power of proxy or revocation of proxy to Mr Michael
Knap may be downloaded at the Company website www.semperitgroup.com/ir [http://
www.semperitgroup.com/ir] under the menu item "General Meeting 2019". The proxy
granted to Mr Michael Knap must be received no later than on 7 May 2019, 1.00
p.m. (CEST) exclusively through one of the following addresses:
1. E-mail address HV2019@semperitgroup.com
2. per SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT0000785555 in the
text),
whereby the proxy must be attached to the E-mail in text form, e.g. as PDF-file,
and will be kept by the Company.
In addition, it is also possible to directly contact Mr. Michael Knap from IVA
at tel. +43 664 - 2138740, fax +43 1 8763343 - 39 or via e-mail at
michael.knap@iva.or.at.
The shareholder shall instruct Mr. Michael Knap how he (or perhaps a
representative authorised by Mr. Michael Knap) has to exercise the voting right.
Mr. Michael Knap shall exercise the voting right solely on the basis of the
instructions issued by the shareholder. Without an explicit voting instruction
on a specific agenda item the proxy is invalid with regards to this agenda item.
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.
Information to shareholders regarding data processing
1. Which personal data of shareholders is processed and for what purposes?
Semperit AG Holding processes personal data of shareholders (in particular those
pursuant to Sec 10a sub-section 2 Stock Corporations Act, i.e. name, address,
date of birth, number of the securities deposit, number of shares of the
shareholder, type of share if applicable, number of the voting card and, if
applicable, name and date of birth of the proxy holder) on the basis of the
applicable data protection regulations, in particular the European General Data
Protection Regulation ("GDPR") and the Austrian Data Protection Act ("DSG"), in
order to enable shareholders to exercise their rights at the General Meeting.
In this connection the shareholders' personal data is processed for the
following purposes:
* Organization and holding of General Meetings, including verification of the
right to attend/power of proxy and determination of the voting ratio
* Participation of shareholders in the General Meeting and exercise of
shareholder rights
* Preparation of registration, power of proxy and attendance lists
* Preparation of the minutes of the General Meeting
* Fulfillment of compliance obligations, including recording, disclosure and
reporting obligations.
The processing of the shareholders' personal data is mandatory for the
participation of shareholders and their representatives in the General Meeting
in accordance with the Stock Corporations Act. The legal basis for the
processing therefore is Article 6 sub-section 1 lit c GDPR (compliance with a
legal obligation). For the processing Semperit AG Holding is controller as
defined in Art 4 pt. 7 GDPR.
2. To whom is the shareholders' personal data transferred?
Semperit AG Holding uses external service providers, such as notaries, lawyers,
banks and IT service providers, for the purpose of organizing the General
Meeting. These service providers receive only such personal data from Semperit
AG Holding as is necessary for the performance of the commissioned service, and,
where they are processors as defined in Art 4 pt. 8 GDPR, process the data
solely on instructions of Semperit AG Holding. Where legally required, Semperit
AG Holding has concluded a data protection agreement with these service
providers.
If a shareholder participates in the General Meeting, all present shareholders
or their representatives respectively, the members of the Management Board and
Supervisory Board, the notary and any other person with a legal right to attend
may view the list of participants stipulated by statute (section 117 Stock
Corporations Act) and thereby also have access to the personal data contained
therein (inter alia name, place of residence, shareholding relationship).
Semperit AG Holding also has the statutory obligation to submit the
shareholders' personal data (in particular the list of participants) to the
commercial register at the competent commercial register court (section 120
Stock Corporations Act) as part of the notarial protocol.
In addition, the shareholders' personal data may also be transferred to the
competent authorities or bodies if necessary.
3. How long is the shareholders' personal data stored?
Shareholders' data will be anonymized or deleted as soon as it is no longer
necessary for the purposes for which it was collected or processed, and no other
legal obligations require further storage. Obligations to provide evidence and
to retain records arise in particular from corporate, stock corporation and
takeover law, from tax and duties law as well as from anti money laundering
regulations. If legal claims are made by shareholders against Semperit AG
Holding or vice versa by Semperit AG Holding against shareholders, the storage
of personal data serves to clarify and enforce claims in individual cases. In
connection with proceedings before civil courts, this can lead to storage of
data for the duration of the statute of limitations plus the duration of the
court proceedings up to its legally binding conclusion.
4. What rights do shareholders have with regard to their personal data?
Every shareholder has a right to access, rectification, restriction, objection
and deletion at any time with regard to the processing of personal data as well
as a right to data portability in accordance with Chapter III GDPR. Shareholders
can assert these rights against Semperit AG Holding free of charge at the
following point of contact: Semperit AG Holding attn. of Rechtsabteilung,
Modecenterstrasse 22, 1031 Vienna E-Mail: data.privacy@semperitgroup.com.
In addition, shareholders have the right to lodge a complaint with the data
protection supervisory authority pursuant to Article 77 GDPR.
5. Further information
Further information on data protection can be found in the data protection
declaration on the website of Semperit AG Holding www.semperitgroup.com .
Total number of shares and voting rights at the date of convocation (section 106
rec. 9 of the Stock Corporations Act)
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, April 2019
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/15/12/10289008/1/01_Einladung_HV_2019_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 GP, ATX PRIME
stockmarkets: Wien
language: English
Original content of: Semperit AG Holding, transmitted by news aktuell