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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04.06.2020
ANDRITZ AG
Graz, FN 50935 f
ISIN AT0000730007
Convening of the 113th
Annual General Meeting of
ANDRITZ AG
at the company headquarters in Stattegger Strasse 18, 8045 Graz
at 10:30 a.m. on Tuesday, July 7, 2020.
I. VIRTUAL ANNUAL GENERAL MEETING WITHOUT THE SHAREHOLDERS BEING PHYSICALLY
PRESENT
1. COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law Regulation
(COVID-19-GesV)
In order to protect the shareholders and other participants, the Executive Board
has decided to make use of the new legal regulation to hold a virtual Annual
General Meeting.
Pursuant to § 1 (2) COVID-19-GesG, Federal Law Gazette I no. 16/2020 as amended
by Federal Law Gazette I no. 24/2020 and COVID-19-GesV (Federal Law Gazette II
no. 140/2020) and in consideration of the interests of both the company and the
participants, the Annual General Meeting of ANDRITZ AG on July 7, 2020, will be
conducted as a "virtual Annual General Meeting".
This means that shareholders can not be physically present at the ANDRITZ AG
Annual General Meeting due to health protection measures.
The Executive Board kindly requests your understanding that shareholders can not
come to the Annual General Meeting themselves.
The Annual General Meeting will be held in the physical presence of the
Supervisory Board Chairman, the President & Chief Executive Officer and the
other Executive Board members, the certifying notary public and the four special
voting proxy holders at Stattegger Strasse 18, 8045 Graz.
Holding the Annual General Meeting as a virtual meeting pursuant to COVID-19-
GesV results in some changes to the normal Annual General Meeting procedures and
in the exercise of shareholders' rights.
Voting rights, the right to propose resolutions and the right to raise
objections can only be exercised by granting a proxy and issuing instructions to
one of the special voting proxy holders proposed by the company pursuant to §
(4) COVID-19-GesV.
The right to information can be exercised during the virtual Annual General
Meeting by the shareholders themselves via electronic communication. This
communication is possible in writing only by direct e-mail to the company at
fragen.andritz@hauptversammlung.at.
2. Annual General Meeting broadcast on the internet
The Annual General Meeting will be broadcast by audiovisual means on the
internet in full and in real time pursuant to § 3 (4) COVID-19-GesV in
conjunction with § 102 (4) AktG.
This is permissible under data protection law with regard to the legal basis
provided by § 3 (4) COVID-19-GesV in conjunction with § 102 (4) AktG.
All of the company's shareholders can attend the Annual General Meeting as a
virtual Annual General Meeting, using the appropriate equipment, on the internet
at www.andritz.com as from approximately 10:30 a.m. on July 7, 2020. There is no
need to register for or log in to attend the Annual General Meeting.
As the Annual General Meeting will be broadcast on the internet, all
shareholders will be able to attend the Annual General Meeting in real time via
this one-way audiovisual connection if they wish and also follow the Executive
Board's presentation and the answers to shareholders' questions.
We wish to point out that this live broadcast as a virtual Annual General
Meeting does not permit remote participation (§ 102 (3) line 2 AktG) and remote
voting (§ 102 (3) line 3 AktG and § 126 AktG)) and that the internet broadcast
is not a two-way connection.
Similarly, we must point out that the company is only responsible for the use of
technical means of communication to the extent that they are attributable to its
own sphere.
Furthermore, we wish to draw your attention to the information on the
organizational and technical requirements for participation pursuant to § 3 (3)
in conjunction with § 2 (4) COVID-19-GesV ("Information concerning
participation").
We kindly request shareholders to pay special attention to this Information
concerning participation, which also sets out the procedure for the Annual
General Meeting.
II. AGENDA
* 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 2019 business year.
* Resolution on the use of the net earnings
* Resolution on discharge of the Executive Board members for the 2019 business
year
* Resolution on discharge of the Supervisory Board members for the 2019 business
year
* Resolution on the remuneration for the Supervisory Board members for the 2019
business year
* Appointment of the auditor for the Financial Statements and Consolidated
Financial Statements for the 2020 business year
* Appointment of one person to the Supervisory Board
* Resolution on the remuneration policy
* Resolution on a stock option program
III. 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
website at www.andritz.com as entered in the Companies Register not later than
June 16, 2020:
* Information on the organizational and technical requirements for participation
pursuant to § 3 (3) in conjunction with § 2 (4) COVID-19-GesV ("Information
concerning participation")
* 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
* Report of the Supervisory Board
for the 2019 business year in each case
* Motions on items 2 to 9 on the agenda
* Remuneration Policy
* Statement by the candidate for appointment to the Supervisory Board in agenda
item 7 pursuant to § 87 (2) of the Austrian Stock Corporation Act (AktG),
including curriculum vitae
* Form for granting a proxy with special voting rights pursuant to § 3 (4)
COVID-19-GesV
* Question form
* Form for revoking a proxy
* Full wording of this convening document for the Annual General Meeting
IV. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The right to participate in the virtual Annual General Meeting and to exercise
voting and all other shareholders' rights to be asserted at the Annual General
Meeting pursuant to the COVID-19-GesG and COVID-19-GesV is conditional upon the
shareholding at the end of the day on June 27, 2020 (record date).
Only persons who are shareholders on this record date and provide proof thereof
to the company are entitled to take part in this virtual Annual General Meeting
pursuant to the COVID-19-GesG and COVID-19-GesV.
A safe custody receipt pursuant to § 10a AktG that must be received by the
company not later than July 2, 2020 (24:00 hrs, CEST, time in Vienna) via one of
the following communication channels at one of the following addresses is to be
provided 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 messenger service
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
- by SWIFT
GIBAATWGGMS
(Message type MT598 or MT599, it is essential to state
ISIN AT0000730007 in the message text)
It is not possible to appoint a properly authorized, special voting proxy holder
if the company does not receive the safe custody receipt in time.
The shareholders are requested to contact their custodian 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 custodian 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, as
applicable
* Information on the shares: number of shares held by the shareholder, ISIN
AT0000730007 (international securities identification number)
* 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 June 27, 2020 (24:00 hrs, CEST, time in Vienna).
The safe custody receipt will be accepted in German or English.
V. APPOINTING A SPECIAL VOTING PROXY HOLDER AND THE PROCESS TO BE OBSERVED FOR
THIS PURPOSE
Each shareholder who is entitled to attend the virtual Annual General Meeting
pursuant to COVID-19-GesG and COVID-19-GesV and has provided proof thereof as
stipulated in item IV of the present convening document has the right to appoint
a special voting proxy holder.
Pursuant to § 3 (4) COVID-19-GesV, it is only possible to table a motion, vote
and raise an objection during this virtual Annual General Meeting of ANDRITZ AG
on July 7, 2020, through one of the special voting proxy holders.
The following persons, who are suitable and independent of the company are
proposed as special voting proxy holders:
(i) Dr. Michael Knap
c/o Interessenverband für Anleger, IVA
1130 Vienna, Feldmühlgasse 22
tel: +43 664 2138740
e-mail: knap.andritz@hauptversammlung.at
(ii) Attorny-at-law Dr. Paul Fussenegger
1010 Vienna, Rotenturmstraße 12/6
tel: +43 1 2351001
e-mail: fussenegger.andritz@hauptversammlung.at
(iii) Attorny-at-law Mag. Philipp Stossier
c/o Stossier Heitzinger Rechtsanwälte
4600 Wels, Dragonerstraße 54
tel: +43 7242 42605
e-mail: stossier.andritz@hauptversammlung.at
(iv) Attorny-at-law Dr. Christoph Nauer, LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
1220 Vienna, ARES-Tower, Donau-City-Straße 11
tel: +43 2236 893377
e-mail: nauer.andritz@hauptversammlung.at
Each shareholder can choose one of the four persons mentioned above as his
special voting proxy holder and grant this person a proxy.
A separate proxy form can be downloaded from the company's website at
www.andritz.com in order to grant the proxy to the special voting proxy holder.
We kindly request you to use this proxy form.
The requirements stated in the Information concerning participation must be
observed for granting of proxy and the respective submission options and
deadlines.
It is expressly forbidden to hand over the proxy personally at the meeting
location.
VI. 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 individual or 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 messenger service not later than June 16,
2020 (24:00 hrs CEST, 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. The agenda item and
the proposed resolution, but not the reasons for the resolution, must also be
worded in German. 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. Several safe custody receipts that only
communicate an agreement shareholding of 5% all together must refer to the same
time and date.
Reference is made to the information on entitlement to participate (item IV of
this convening document) 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 individual or 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, by mail, messenger 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 not later
than June 26, 2020 (24:00 hrs CEST, time in Vienna), with the shareholders'
written request attached to the e-mail, for example as a PDF file. If the
written form is required pursuant to § 13 (2) AktG for declarations, the
declaration must be submitted in a certificate or in another way using written
characters suitable for permanent reproduction, stating the identity of the
person making the statement and indicating the end of the statement by a
facsimile of the person's signature or by other means. The proposed resolution,
but not the reasons for it, must also be worded in German.
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. Several safe custody receipts that only
communicate an agreement shareholding of 1% all together must refer to the same
time and date.
Reference is made to the information on entitlement to participate (item IV of
this convening document) 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 of if such disclosure would be liable to prosecution.
We expressly point out that the right to information pursuant to § 113 AktG can
only be exercised by the shareholders themselves during the virtual Annual
General Meeting by sending questions directly to the company by e-mail to
fragen.andritz@hauptversammlung.at.
The shareholders are requested to send all questions beforehand in writing by e-
mail to fragen.andritz@hauptversammlung.at. The questions must be sent in time
to reach the company by July 3, 2020, at the latest.
This will enable the Executive Board to prepare as carefully as possible for the
meeting and answer your questions quickly.
Please use the question form available on the company's web site at
www.andritz.com.
However, we wish to expressly point out that the right to information pursuant
to § 113 AktG can only be exercised by the shareholders themselves during the
Annual General Meeting by sending questions directly to the company by e-mail to
fragen.andritz@hauptversammlung.at.
Please note that the Chairman may define appropriate time limits during the
Annual General Meeting.
More detailed information and ways of exercising the shareholders' right to
information pursuant to § 118 AktG are provided in the Information concerning
participation.
4. Motions tabled by shareholders at the Annual General Meeting pursuant to §
119 AktG
Irrespective of a specific shareholding, all shareholders are entitled to table
motions relating to any item on the agenda through their special voting proxy
holder during the virtual Annual General Meeting pursuant to COVID-19-GesG and
COVID-19-GesV.
In order to do so, the shareholder must provide proof of the right to
participate pursuant to item IV of the present convening document and of the
granting of the corresponding proxy to the special voting proxy holder in
accordance with item V of the present convening document.
More detailed information and ways of exercising the shareholders' right to
table motions pursuant to § 119 AktG are provided in the Information concerning
participation.
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 June 26, 2020. Each proposal must be accompanied by the
declaration pursuant to § 87 (2) AktG by the candidate for election concerning
their professional qualifications, their 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 cannot 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 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 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 website at www.andritz.com.
VII. 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 held 4,562,060
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 was 99,437,940.
Any change in the holding of the company's own shares and thus in the total
number of voting rights occurring up to the Annual General Meeting will be
announced during the meeting.
2. No physical presence
We wish to point out once again that neither shareholders nor guests are
permitted to personally attend the upcoming Annual General Meeting, to be held
as a virtual Annual General Meeting pursuant to COVID-19-GesV.
Graz, June 2020
The Executive Board
Further inquiry note:
Dr. Michael Buchbauer
Head of Group Finance
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com
end of announcement euro adhoc
--------------------------------------------------------------------------------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