EANS-General Meeting: AGRANA Beteiligungs-AG
Invitation to the General Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h
ISIN AT0000603709
Invitation
We would like to invite our shareholders to the
25th Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft
on Monday, July 2nd, 2012, at 11:00 AM,
at Tech Gate Vienna, A-1220 Vienna, Donau-City-Straße 1, Meeting Room 0.1
Agenda
* Presentation of the approved Financial Statements and Notes and the
Consolidated Financial Statements as of February 29th, 2012, as well as of the
Management Report and the Summary Management Report, including the Corporate
Governance Report and the Report of the Supervisory Board for the financial year
2011/2012.
* Resolution on the appropriation of profits.
* Resolution on the formal approval of the actions of the members of the
Management Board for the financial year 2011/2012.
* Resolution on the formal approval of the action of the members of the
Supervisory Board for the financial year 2011/2012.
* Resolution pertaining to the remuneration received by the members of the
Supervisory Board for the financial year 2011/2012.
* Election of the new Supervisory Board
* Appointment of the Auditors and the Group Auditors for the financial year
2012/2013.
Documents for the Annual General Meeting
In particular, the following documents will be presented on the company's
website at {www.agrana.com}[HYPERLINK: http://www.agrana.com] no later than June
11th, 2012 and will also be available at the Annual General Meeting:
* Financial statements;
* Consolidated Financial Statements and Summary Management Report,
* Proposal for the appropriation of profits;
* Corporate Governance Report; and
* Report of the Supervisory Board
for the financial year 2011/2012; and
* Proposed resolutions concerning items 2 - 7 of the agenda; and
* Statement of the persons proposed for election as members of the Supervisory
Board pursuant to §87 II of the Austrian Stock Corporation Act (AktG);
* Form sheet for granting proxy;
* Form for the revocation of a proxy;
* Full text of the present Notice.
Notice of the rights of the shareholders pursuant to §§ 109, 110, 118 and 119 of
the Austrian Stock Corporation Act
Shareholders whose shares together amount to at least 5 % of the share capital
and who have been holders of these shares for a period of at least three months
before the application may request in writing that additional items be included
into the agenda for this Annual General Meeting, and that an announcement be
made in this respect, provided such request is received by the Company in
writing no later than June 11th, 2012, at A-1220 Vienna, Donau-City-Straße 9,
Attn. Mrs. Gertraud Wöber, General Secretary. Each agenda item thus requested
must include a proposed resolution and an explanatory statement. In the case of
deposited bearer shares, a safe custody receipt pursuant to §10a of the Austrian
Stock Corporation Act shall serve as the required proof of ownership of the
relevant share with a view to exercising the shareholder's rights; such receipt
shall state that the applicant has been a shareholder for at least three months
before his/her application, without any interruption, and shall be issued no
later than seven days before its presentation to the Company. The other
requirements for the safe custody receipt are included in the statements
concerning the entitlement to participation in the Annual General Meeting.
Shareholders whose shares together amount to at least 1 % of the share capital
may submit written proposals for resolutions including an explanatory statement
for any item on the agenda, and may request any such proposal, including the
explanatory statement and a possible opinion thereon by the Management Board or
the Supervisory Board, to be made available on the website of the Company,
provided such written proposal is received by the Company no later than June
21st, 2012, via fax to +43 1 21137 12940, or via mail to A-1220 Vienna,
Donau-City-Straße 9. Attn. Mrs. Gertraud Wöber, General Secretary, or by email
to {gertraud.woeber@agrana.com,}[HYPERLINK: mailto:gertraud.woeber@agrana.com,]
whereby the written proposal shall be attached to the email in text format, e.g.
as PDF. In case of a proposal for the election of a member of the Supervisory
Board, the statement of the proposed person pursuant to §87IIof the Austrian
Stock Corporation Act shall take the place of the explanatory statement. In the
case of deposited bearer shares, a safe custody receipt pursuant to §10a of the
Austrian Stock Corporation Act shall serve as the required proof of ownership of
the relevant share with a view to exercising the shareholder's right; such
receipt shall be issued no later than seven days before its presentation to the
Company. The other requirements for the safe custody receipt are included in the
statements concerning the entitlement to participation in the Annual General
Meeting.
In the case of non-deposited bearer shares, the written confirmation on the part
of a notary public shall suffice, provided it comprises the essential
information stated above in the context of the safe custody receipt.
Upon request, every shareholder shall be entitled to receive information on the
affairs of the Company during the Annual General Meeting, to the extent that
such information is necessary for the proper assessment of an item on the
agenda. The information may be withheld, should it be deemed to have the
potential, on the basis of a reasonable business assessment, for causing
significant harm to the Company or any associated enterprise, or should its
disclosure provide reason for legal proceedings.
To ensure the effectiveness of the Annual General Meeting, any questions whose
answers may require a lengthy preparation shall be submitted by June 29th, 2012
to the Management Board, Attn. Mrs. Gertraud Wöber, General Secretary, via fax
to +43 1 21137 12940 or by email to {gertraud.woeber@agrana.com}[HYPERLINK:
mailto:gertraud.woeber@agrana.com].
Every shareholder shall be entitled to propose at the Annual General Meeting
motions relating to any Item of the agenda. Candidates for election to the
Supervisory Board (agenda item 6) may be proposed only by shareholders whose
shares together amount to at least 1% of the share capital. Such proposals for
elections must be submitted to the Company in the manner described above, no
later than June 21st, 2012. Any proposal for election shall be accompanied by
the statement by the proposed person pursuant § 87 II of the Austrian Stock
Corporation Act, detailing that person's professional skills and job-related or
other comparable functions, as well as any circumstances that might give reason
for concerns of bias or prejudice.
Further information on these shareholder rights pursuant to §§ 109, 110, 118 and
119 of the Austrian Stock Corporation Act is now available on the Company's
website {www.agrana.com}[HYPERLINK: http://www.agrana.com].
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement to participate in the Annual General Meeting and to exercise the
voting right and any other rights of shareholders to be asserted in connection
with the Annual General Meeting is subject to holding shares at the end of June
22nd, 2012 (record date).
Only persons who are holding shares on the record date and provide evidence
thereof shall be entitled to participate in the Annual General Meeting.
Bearer shares held in a deposit
In case of deposited bearer shares, holding of shares on the record date may be
evidenced by a safe custody receipt in accordance with §10a of the Austrian
Stock Corporation Act, to be received by the Company no later than June 27th,
2012, exclusively at any of the addresses stated below.
Via mail: AGRANA Beteiligungs-Aktiengesellschaft
(in written form submitted to Mrs. Gertraud Wöber
pursuant to § General Secretary
886 of the Austrian Donau-City-Straße 9
Civil Code) A-1220 Vienna
Via fax: +43 (1) 8900 500 - 58
Via email: anmeldung.agrana@hauptversammlung.at, where the safe custody
receipt shall be attached to the email in text format, e.g. as PDF
Bearer shares not held in a deposit
In case of non-deposited bearer shares, a written confirmation by an Austrian
notary public, sent to the Company exclusively to one of the addresses listed
above, shall be sufficient.
The following dispositions shall apply mutatis mutandis to the notarial
confirmation content (with the exception of the deposit number).
Confirmation of deposit according to §10a of the Austrian Stock Corporation Act
The confirmation of deposit must be issued by the custodian bank headquartered
in a state which must be either a member state of the European Economic Area or
a full member of the OECD, and shall contain the following data:
* Information about the issuer: name and address or a code used for transactions
between banks;
* Information about the shareholder: name, address, date of birth for
individuals, register and register number for legal entities, if applicable;
* Information about the shares: number of the share or shares held by the
shareholder, ISIN AT0000603709;
* Deposit number and/or any other description;
* Time to which the safe custody receipt refers.
The confirmation of deposit as evidence for the shareholding must refer to the
record date stated above, i.e. June 22nd, 2012.
The confirmation of deposit will be accepted in German or in English.
An exemplary confirmation of deposit will be provided online at www.agrana.com.
Shareholders shall not be blocked by their registration for the Annual General
Meeting and/or submission of a safe custody receipt; therefore, shareholders may
still freely dispose of their shares even after they are registered and/or have
submitted a safe custody receipt.
AGRANA Beteiligungs-Aktiengesellschaft will not receive confirmations and
statements under §114I of the Austrian Stock Corporation Act via an
international, specifically secured communication network of credit institutions
(SWIFT), since other electronic means of communication (fax and email) have been
opened instead. This is because AGRANA Beteiligungs-Aktiengesellschaft has
offered SWIFT for electronic communication in each of the previous two meetings,
but the custodian banks have not made significant use thereof.
REPRESENTATION BY PROXY
Each shareholder entitled to participate in the Annual General Meeting has the
right to appoint a proxy to participate in the Annual General Meeting in the
name of this shareholder and with the same rights as the shareholder whom the
proxy represents.
Proxy shall be granted to a person (an individual or a legal entity) in writing.
Multiple persons may be authorized.
The proxy must be received by the Company exclusively at any of the addresses
listed below:
Via mail: AGRANA Beteiligungs-Aktiengesellschaft
(in writing) Attn. Mrs. Gertraud Wöber
General Secretary
Donau-City-Straße 9
A-1220 Vienna
Via fax: +43 (1) 8900 500 - 58
Via email: anmeldung.agrana@hauptversammlung.at, where the safe custody
receipt shall be attached to the email in text format, e.g. as PDF
In person: upon registration for the Annual General Meeting at the venue
for the meeting
Forms for granting and revocation of authorization are available upon request or
can be downloaded from the Company's website at {www.agrana.com}[HYPERLINK:
http://www.agrana.com].
Insofar as the proxy is not personally presented at the date of the Annual
General Meeting, it must be submitted to the Company by June 29th, 2012 at 4:00
PM at the latest.
The above rules on granting of proxy shall apply mutatis mutandis to the
revocation of the same.
Total number of shares and interim certificates
At the Annual General Meeting convening date, the share capital of the Company,
amounting to E 103,210,249.78, is divided into 14,202,040 bearer shares
(shares). Each share holds one vote. At the convening date of the Annual General
Meeting, the Company holds own shares neither directly nor indirectly. At the
convening date of the Annual General Meeting, the total number of participating
and voting shares is 14,202,040. There is only one class of shares.
In order to ensure that the entrance control runs smoothly, we would like to ask
the shareholders to arrive in due time before the beginning of the Annual
General Meeting. Admission for the collection of voting cards shall start at
10:00 AM.
Shareholders which have received either entry cards or copies of the safe
custody receipts from their custodian banks shall be requested to produce an
official, valid photo for identification at the Annual General Meeting.
Vienna, June 2012
The Management Board
Further inquiry note:
AGRANA Beteiligungs-AG
Mag.(FH) Hannes Haider
Investor Relations
Tel.: +43-1-211 37-12905
e-mail: hannes.haider@agrana.com
Mag.(FH) Christine Göller
Public Relations
Tel.: +43-1-211 37-12084
e-mail:christine.goeller@agrana.com
end of announcement euro adhoc
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issuer: AGRANA Beteiligungs-AG
Donau-City-Straße 9
A-1220 Wien
phone: +43-1-21137-0
FAX: +43-1-21137-12045
mail: info.ab@agrana.com
WWW: www.agrana.com
sector: Food
ISIN: AT0000603709
indexes: WBI, ATX Prime
stockmarkets: Präsenzhandel: Berlin, Stuttgart, Frankfurt, official market: Wien
language: English
Original content of: AGRANA Beteiligungs-AG, transmitted by news aktuell