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
27th Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft
on Friday, July 4th, 2014, at 11:00 a.m. CET,
at Raiffeisen Forum, A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1.
Agenda
1. Presentation of the financial statements, the management report, the
corporate governance report, the consolidated financial statements, the group
management report, and the supervisory report for the 2013/14 financial year.
2. Resolution on the appropriation of profits.
3. Resolution on the formal approval of the actions of the members of the
Management Board for the 2013/14 financial year.
4. Resolution on the formal approval of the actions of the members of the
Supervisory Board for the 2013/14 financial year.
5. Resolution on the remuneration received by the members of the Supervisory
Board.
6. Appointment of a member of the Supervisory Board.
7. Appointment of the Auditors and the Group Auditors for the 2014/15 financial
year.
Documents for the Annual General Meeting
In particular, the following documents will be presented on the company's
website {www.agrana.com}[HYPERLINK: http://www.agrana.com] no later than June
13th, 2014:
* Financial statements
* Consolidated Financial Statements and Summary Management Report
* Corporate Governance Report
* Proposal for the appropriation of profits
* Report of the Supervisory Board.
each for the 2013/14 financial year;
* Proposed resolutions concerning items 2 through 7 of the agenda
* Statement of the proposed for appointment member of the Supervisory Board
pursuant to § 87 Paragraph 2 of the Austrian Stock Corporation Act
* Form for granting proxy
* Form for granting proxy to a representative of the IVA
* Form for the revocation of a proxy
* Full text of this invitation.
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 are included
in the Agenda for this Annual General Meeting, and that an announcement is made
in this respect, provided such request is received by the Company in writing no
later than June 13th, 2014, at A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz
1, Attn. Mrs. Gertraud Wöber, General Secretary. Each Agenda item requested in
this manner must include a proposed resolution and an explanatory statement.
Shareholder ownership must be proven by submission of a safe custody receipt
pursuant to §10a of the Austrian Stock Corporation Act, which confirms that the
applicant shareholders have owned shares for a period of at least three months
prior to the application, and such receipt must be issued at least seven days
prior to its submission to the Company. The other requirements for the safe
custody receipt are included in the statements concerning the entitlement to
participation.
Resolutions for the Agenda Proposed by Shareholders
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 thereof 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
25th, 2014, via fax to +43 1 21137 12055, or via mail to A-1020 Vienna,
Friedrich-Wilhelm-Raiffeisen-Platz 1, Attn. Mrs. Gertraud Wöber, General
Secretary, or by email to gertraud.woeber@agrana.com, whereby the written
proposal shall be attached to the email in text format, e.g. as a PDF. In case
of a proposal for the election of a member of the Supervisory Board, the
statement of the proposed person pursuant to §87 II of the Austrian Stock
Corporation Act shall take the place for the explanatory statement. Shareholder
ownership must be proven through the submission of a safe custody receipt
pursuant to §10a of the Austrian Stock Corporation Act, which must be issued at
least seven days prior to its submission. The other requirements for the safe
custody receipt are included in the statements concerning the entitlement to
participation in the Annual General Meeting.
Right to Information
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 that
may require a lengthy preparation shall be submitted by July 3rd, 2014, at 4:00
p.m., to the Management Board, Attn. Mrs. Gertraud Wöber, General Secretary, via
fax to +43 1 21137 12055 or by email to gertraud.woeber@agrana.com.
Annual General Meeting Proposals
Each shareholder - independent of their specific number of shares - is
authorized to make proposals pertaining to each item on the Agenda at the Annual
General Meeting. The prerequisite for this is the proof of eligibility within
the meaning of the convocation.
Information on the Website
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.
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 the holding of shares by the end
of day on June 24th, 2014 (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.
The ownership of the shares held on the record date must be proven by a safe
custody receipt pursuant to §10a of the Austrian Stock Corporation Act, which
must be received by the Company no later than July 1st, 2014 exclusively at one
of the addresses shown below.
Via mail or AGRANA Beteiligungs-Aktiengesellschaft
messengers: Attn. Mrs. Gertraud Wöber
General Secretary
Friedrich-Wilhelm-Raiffeisen-Platz 1
A-1020 Vienna
Via fax: +43 1 8900 500 - 58
Via email: anmeldung.agrana@hauptversammlung.at; whereby the safe custody
receipt shall be attached to the email in text format, e.g. as
a PDF.
Via SWIFT: GIBAATWGGMS (Message Type MT598; it is necessary to
specify ISINAT0000603709 in the text)
Confirmation of deposit pursuant 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 (BIC code);
* 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 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 24th, 2014.
The confirmation of deposit will be accepted in German or in English.
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 who receives 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 or AGRANA Beteiligungs-Aktiengesellschaft
messengers: Attn. Mrs. Gertraud Wöber
General Secretary
Friedrich-Wilhelm-Raiffeisen-Platz 1
A-1020 Vienna
Via fax: +43 1 8900 500 - 58
Via email: anmeldung.agrana@hauptversammlung.at; whereby the safe custody
receipt shall be attached to the email in text format, e.g. as a PDF.
In person: Upon registration for the Annual General Meeting
at the meeting venue.
Forms for granting and revocation of authorizations are available upon request
or can be downloaded from the Company's website at www.agrana.com.
If the proxy is not personally presented at the date of the Annual General
Meeting, it must be submitted to the Company by July 3rd, 2014 at 4:00 p.m. at
the latest.
The above rules on granting of proxy shall apply mutatis mutandis to the
revocation of the same.
INDEPENDENT VOTING REPRESENTATIVES
As a special service to the shareholders, a representative from the Investor's
Association (Interessenverband für Anleger, IVA), A-1130 Vienna, Feldmühlgasse
22, will be available as an independent representative for the exercise of
voting rights, subject to directives, at the Annual General Meeting; for this, a
special authorization form can be downloaded from the Company's website at
www.agrana.com. In addition, you may also contact Dr. Michael Knap from IVA
directly at Tel. +43 1 8763343-30, Fax +43 1 8763343-39, or email
michael.knap@iva.or.at.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the Annual General Meeting convening date, the share capital of the Company,
amounting to EUR 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 no own shares. Twenty-five shares pursuant to § 67
iVm § 262 Paragraph 29 of the Austrian Stock Corporation Act are assumed to be
powerless. At the convening date of the Annual General Meeting, the total number
of participating and voting shares is 14,202,015.
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 a.m.
Shareholders, who 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 2014
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) Markus Simak
Public Relations
Tel.: +43-1-211 37-12084
e-mail:markus.simak@agrana.com
end of announcement euro adhoc
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issuer: AGRANA Beteiligungs-AG
F.-W.-Raiffeisen-Platz 1
A-1020 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