EANS-General Meeting: Andritz 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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22.02.2019
Convening of the 112th Annual General Meeting
We hereby invite our shareholders to attend the 112th Annual General Meeting of
ANDRITZ AG, with headquarters in Graz, FN 50935 f, in the Steiermarksaal at
Grazer Congress, Schmiedgasse 2, 8010 Graz, on Wednesday, March 27, 2019, at 10:
30 a.m.
I. AGENDA
1. Presentation of the Financial Statements including the Management Report
and Corporate Governance Report, the Consolidated Financial Statements
including the Consolidated Management Report, the Proposal on the
Allocation of Net Earnings and the Supervisory Board's Report for the 2018
business year.
2. Resolution on the use of the net earnings
3. Resolution on discharge of the Executive Board members for the 2018
business year
4. Resolution on discharge of the Supervisory Board members for the 2018
business year
5. Resolution on the remuneration for the Supervisory Board members for the
2018 business year
6. Appointment of the auditor for the Financial Statements and Consolidated
Financial Statements for the 2019 business year
7. Appointment of two persons to the Supervisory Board
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVIDING OF INFORMATION ON THE
WEB SITE
In particular, the following documents shall be available on the company's web
site at andritz.com [http://www.andritz.com/] as entered in the Companies
Register not later than March 6, 2019:
* Financial Statements with Management Report and Consolidated Non-financial
Statement
* Corporate Governance Report
* Consolidated Financial Statements with Consolidated Management Report
* Proposal for use of the net earnings
* Supervisory Board Report
for the 2018 business year in each case
* Motions on items 2 to 7 on the agenda
* Statements by the candidates for appointment to the Supervisory Board on TOP 7
pursuant to § 87 (2) of the Austrian Stock Corporation Act (AktG), including
curriculum vitae
* Form for granting a proxy
* Form for granting a proxy to a proxy holder
* Form for revoking a proxy
* Full wording of this convening document for the Annual General Meeting
III. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The right to participate in the Annual General Meeting and to exercise voting
and all other shareholders' rights to be asserted at the Annual General Meeting
is conditional upon the shareholding at the end of the day on March 17, 2019
(record date).
Only those who hold shares on this record date and can provide evidence of this
to the company are entitled to take part in the Annual General Meeting.
A safe custody receipt pursuant to § 10a AktG to be received by the company not
later than March 22, 2019 (24:00 hrs CET, time in Vienna) exclusively via one of
the following communication channels at one of the following addresses is
required as evidence of the shareholding on the record date.
* For submission of the safe custody receipt in writing, which is sufficient
according to Article 18 (3) of the Articles of Association
- by fax +43 1 8900 500 94
- by e-mail anmeldung.andritz@hauptversammlung.at_
(safe custody receipts in PDF format please)
* For submission of the safe custody receipt in written form
- by mail or courier service
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
- by SWIFT
GIBAATWGGMS (message type MT589 or MT599, it is absolutely essential
to state ISIN AT0000730007 in the message text)
The shareholders are requested to contact their depositary bank and arrange for
a safe custody receipt to be issued and submitted.
The record date has no effect on the saleability of the shares and has no
bearing on dividend entitlement.
Safe custody receipt pursuant to § 10a AktG
The safe custody receipt must be issued by the depositary bank with headquarters
in a member state of the European Economic Area or a full member of the OECD and
must contain the following information:
* Information on the issuer: Name/company and address or code normally used in
communication between banks (BIC).
* Information on the shareholder: Name/company, address, date of birth of
individuals, companies' register and register number of legal entities,
* Information on the shares: number of shares held by the shareholder, ISIN
AT0000730007
* Safe custody account number or other designation
* Reference time of the safe custody receipt
The safe custody receipt as evidence of shareholding for the purpose of
participation in the Annual General Meeting must refer to the end of the day on
the record date March 17, 2019 (24:00 hrs, CET, time in Vienna).
The safe custody receipt will be accepted in German or English.
Proof of identity
The shareholders and their proxy holders are requested to have valid official
photo ID available for identification purposes when registering.
If you are attending the Annual General Meeting as a proxy holder, please also
bring your proxy document with you as well as your official photo ID. If the
original proxy document has already been sent to the company, access will be
simpler if you have a copy of the proxy document with you.
ANDRITZ AG reserves the right to check the identity of persons attending the
meeting. If it is not possible to establish someone's identity, this person may
be refused access.
IV. OPTION OF APPOINTING A PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED
Each shareholder who is entitled to participate in the Annual General Meeting
and has provided proof thereof to the company in accordance with the regulations
in Item III of the present convening document is entitled to appoint a proxy
holder to take part in the Annual General Meeting on behalf of the shareholder.
This proxy holder shall have the same rights as the shareholder he is
representing.
The proxy must be granted to a specific person (individual or legal entity) in
writing [§ 13 (2) AktG]; it is also possible to grant a proxy to several
persons.
A proxy may be granted prior to or during the Annual General Meeting.
We offer the following communication channels and addresses for submission of
proxies:
by mail or courier service
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
by fax +43 1 8900 500 94
by e-mail anmeldung.andritz@hauptversammlung.at
(proxies in PDF format please)
The proxies must be received at one of the addresses mentioned above not later
than March 26, 2019, 16:00 hrs CET, time in Vienna, unless they are submitted on
the day of the Annual General Meeting at the entry and exit checks to and from
the Annual General Meeting.
A proxy form and a form for withdrawal of a proxy can be downloaded from the
company's web site at andritz.com [http://www.andritz.com/]. In the interests of
smooth handling, we kindly request that you always use the forms provided.
Details of the granting of a proxy, particularly the written form and content,
are provided in the proxy form available to the shareholders.
If the shareholder grants a proxy to his depositary bank (§ 10a AktG), it is
sufficient if this bank provides a statement that it has been granted a proxy
through the channels provided for submission thereof to the company in addition
to the safe custody receipt.
Shareholders can also exercise their rights at the Annual General Meeting after
having granted a proxy. If a shareholder attends the meeting personally, any
proxy granted beforehand shall be considered withdrawn.
The above regulations on the granting of a proxy apply mutatis mutandis to
withdrawal of the proxy.
Independent voting proxy holders
As a special service, shareholders have the option of having their voting right
exercised at the Annual General Meeting and according to their instructions by
Dr. Michael Knap as independent voting proxy holder; a special proxy form for
this purpose can be downloaded from the company's web site at andritz.com [http:
//www.andritz.com/].
Shareholders can also contact Dr. Michael Knap directly by phone +43 1 876 3343-
30, fax +43 1 876 3343-39 or e-mail michael.knap@iva.or.at
[michael.knap@iva.or.at].
V. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO §§ 109, 110, 118, AND 119
AktG
1. Addition to the agenda by shareholders pursuant to § 109 AktG
Shareholders may request that additional items be added to the agenda of this
Annual General Meeting and announced if their aggregate holding reaches 5% of
the total shares and they have held these shares for at least three months
before submitting the request, provided that this request is delivered to the
company by mail or courier service not later than March 6, 2019 (24:00 hrs, CET,
time in Vienna) and addressed exclusively to ANDRITZ AG, att. Dr. Michael
Buchbauer, Investor Relations department, Stattegger Strasse 18, 8045 Graz,
Austria. Each agenda item requested in this way must include a resolution
proposal and state the reason for the request. Proof of shareholding must be
brought by submitting a safe custody receipt pursuant to § 10a AktG confirming
that the shareholders making the request have held the shares for at least three
months before submitting the request. This safe custody receipt must not be more
than seven days old at the time of submission to the company. Reference is made
to the information on entitlement to participate (Item III) concerning the other
requirements relating to the safe custody receipt.
2. Resolution proposals for the agenda by shareholders pursuant to § 110 AktG
Shareholders may submit resolution proposals in writing, including the reasons
for the proposal, for any item on the agenda and request that these proposals be
made accessible together with the name of the shareholder concerned, the reasons
to be attached to the proposal and any comments thereon by the Executive Board
or the Supervisory Board on the company's web site as entered in the Companies'
Register if their aggregate holding reaches 1% of the total shares, provided
that this request is delivered to the company either in writing by fax to 43 316
6902-465 or by mail, courier service or personally to ANDRITZ AG, att. Dr.
Michael Buchbauer, Investor Relations department, Stattegger Strasse 18, 8045
Graz, Austria, or by e-mail to michael.buchbauer@andritz.com
[michael.buchbauer@andritz.com] not later than March 18, 2019 (24:00 hrs, CET,
time in Vienna). The request in writing, for example in PDF format, should be
attached to the e-mail.
The declaration by the person proposed pursuant to § 87 (2) AktG shall take the
place of the reasons in a proposal for election of a Supervisory Board member.
Proof of shareholding must be brought by submitting a safe custody receipt
pursuant to § 10a AktG, which must not be more than seven days old at the time
of submission to the company. Reference is made to the information on
entitlement to participate (Item III) concerning the other requirements relating
to the safe custody receipt.
3. Shareholders' right to information pursuant to § 118 AktG
Each shareholder shall, upon request, receive information at the Annual General
Meeting on matters concerning the company to the extent that such information is
necessary in order to properly evaluate an item on the agenda. The obligation to
provide information also extends to the legal relationships between the company
and an affiliated company and to the situation within the Group and the
companies included in the Consolidated Financial Statements.
Information may be denied if it would be deemed suitable according to reasonable
entrepreneurial judgment to cause significant harm to the company or an
associated company or if such disclosure would be liable to prosecution.
As a general principle, requests for information at the Annual General Meeting
should be made verbally, but can also be submitted in writing.
In the interests of efficiency, questions to which the answers require some time
to prepare should be submitted to the Executive Board in writing and in good
time before the Annual General Meeting. The questions may be sent to the company
by fax to +43 316 6902-465 or by e-mail to michael.buchbauer@andritz.com
[michael.buchbauer@andritz.com].
4. Requests from shareholders at the Annual General Meeting pursuant to § 119
AktG
Each shareholder is entitled to table motions concerning any item on the agenda
at the Annual General Meeting regardless of shareholding. If several motions are
tabled concerning an item on the agenda, the Chairman shall determine the order
of the vote pursuant to § 119 (3) AktG.
However, if a shareholder tables a motion for election of a member of the
Supervisory Board, it is mandatory that a resolution proposal pursuant to § 110
AktG is submitted within the time period allowed: Candidates for election to the
Supervisory Board (Item 7 on the agenda) can only be proposed by shareholders
whose aggregate shareholding reaches 1% of the total shares. Such election
proposals must be delivered to the company as described above (Item V, para. 2)
not later than March 18, 2019. Each proposal must be accompanied by the
declaration pursuant to § 87 (2) AktG by the candidate for election concerning
professional qualifications, professional or comparable functions, and all
circumstances that could give cause for concern with regard to the candidate's
impartiality.
Otherwise the shareholders' motion for election of a member of the Supervisory
Board can not be considered in the vote.
Please note that ANDRITZ AG is not subject to § 86, (7) AktG and need not take
the minimum shareholding requirement pursuant to § 86 (7) into account.
5. Information on the web site
More information on these shareholders' rights pursuant to §§ 109, 110, 118, and
119 AktG can be found on the company's web site at andritz.com [http://
www.andritz.com/].
6. Information on shareholders' data protection
ANDRITZ AG processes shareholders' personal data (particularly data pursuant to
§ 10a (2) AktG, which are name, address, date of birth, number of the securities
account, number of shares held, type of shares if applicable, voting card
number, as well as the name and date of birth of the proxy holder(s) if
applicable) on the basis of the data protection regulations applying, in
particular the European General Data Protection Regulation (GDPR) and the
Austrian Data Protection Act in order to enable the shareholders to exercise
their rights at the Annual General Meeting.
Processing of shareholders' personal data is absolutely necessary if
shareholders and their proxy holders are to participate in the Annual General
Meeting pursuant to the Austrian Stock Corporation Act. The legal basis for data
processing is thus Section 6 (1) c) GDPR.
ANDRITZ AG is the processor. ANDRITZ AG uses external service companies, such as
notaries, attorneys, banks, and IT service providers, for the purposes of
organizing the Annual General Meeting. These companies only receive such
personal data from ANDRITZ AG as are necessary to perform the service ordered
and process the data exclusively according to ANDRITZ AG's instructions. ANDRITZ
AG has concluded data protection agreements with these service companies to the
extent required by law.
If a shareholder takes part in the Annual General Meeting, all of the
shareholders present or their proxy holders, the members of the Executive and
Supervisory Boards, the notary public and all other persons with a legal right
to participate can examine the list of participants (§ 117 AktG) and thus also
access the personal data it contains (including name, place of residence, and
shareholding). In addition, ANDRITZ AG is under legal obligation to submit
shareholders' personal data (in particular the list of participants) to the
Companies' Register as part of the notarial record (§ 120 AktG).
The shareholders' data are rendered anonymous or deleted as soon as they are no
longer needed for the purposes for which they were collected and processed and
to the extent that there are no other legal obligations that require these data
to be stored. Obligations to verify and store data result, in particular, from
company, stock corporation and takeover law, fiscal and tax legislation, and
from anti-money laundering regulations. If any legal claims are raised against
ANDRITZ AG by shareholders or by ANDRITZ AG against shareholders, storage of
personal data is used in individual cases to settle and enforce claims. In
connection with legal proceedings in civil courts, this can result in data being
stored for the duration of the limitation period plus the duration of the legal
proceedings until they are legally terminated.
Each shareholder has the right of access, rectification, restriction of
processing, objection, and deletion at any time concerning processing of
personal data as well as a right of data portability pursuant to Chapter III of
the GDPR. Shareholders can enforce these rights towards ANDRITZ AG free of
charge at the following e-mail address michael.buchbauer@andritz.com
[michael.buchbauer@andritz.com] or using the following contact data:
ANDRITZ AG
Stattegger Strasse 18
A-8045 Graz
Fax: +43 316 6902-465
In addition, shareholders have the right to lodge a complaint with the data
protection supervisory authority pursuant to Article 77 of the GDPR.
Further information on data protection can be found in the Data Protection
Statement on the ANDRITZ AG web site at andritz.com [http://www.andritz.com/].
VI. FURTHER DETAILS AND INFORMATION
1. Total number of shares and voting rights
At the time of convening the Annual General Meeting, the company's share capital
amounts to EUR 104,000,000.- divided into 104,000,000 shares issued to bearers.
Each share carries one vote.
At the time of convening the Annual General Meeting, the company holds 3,037,748
of its own shares. These shares do not carry any rights, also no voting rights.
The total number of shares eligible for participation and voting shares at the
time of convening the Annual General Meeting is 100,962,252.
Graz, February 2019
The Executive Board
Further inquiry note:
Dr. Michael Buchbauer
Head of Group Finance, Corporate Communications & Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com
end of announcement euro adhoc
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issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
mail: welcome@andritz.com
WWW: www.andritz.com
ISIN: AT0000730007
indexes: ATX, WBI
stockmarkets: Wien
language: English
Original content of: Andritz AG, transmitted by news aktuell