EANS-General Meeting: AGRANA Beteiligungs-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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28.05.2021
AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h
ISIN AT000AGRANA3
("Company")
Convention of the 34th Annual General Meeting of
AGRANA Beteiligungs-Aktiengesellschaft
for Tuesday, June 29, 2021 at 11:00 o'clock, Vienna time
The place of the Annual General Meeting within the meaning of § 106 (1) of the
Austrian Stock Corporation Act
will be A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1
I. HOLDING OF THE MEETING AS A VIRTUAL ANNUAL GENERAL MEETING
1. Act on Special Measures under Corporate Law due to COVID-19 (COVID-19-GesG)
and Corporate COVID-19 Ordinance (COVID-19-GesV)
For the protection of shareholders and other participants, the Management Board
has decided to make use of the statutory provision for a Virtual Annual General
Meeting.
On the basis of § 1 (2) of the COVID-19-GesG (Federal Law Gazette I No 16/2020
as amended by Federal Law Gazette I No 156/2020) and the COVID-19-GesV (Federal
Law Gazette II No 140/2020 as amended by Federal Law Gazette II No 616/2020),
the Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft on June 29,
2021, will be held, taking into account the interests of both the Company and
the participants, in the form of a "Virtual Annual General Meeting".
Thus, according to the resolution of the Management Board, shareholders and
their representatives (with the exception of the special voting proxies pursuant
to § 3 (4) of the COVID-19-GesV) may not be physically present at the Annual
General Meeting of AGRANA Beteiligungs-Aktiengesellschaft on June 29, 2021.
The Virtual Annual General Meeting will be held in the physical presence of the
Chairperson of the Supervisory Board, the Chairperson of the Management Board
and the other members of the Management Board, the certifying notary public, and
the four special voting proxies appointed by the Company, at Friedrich-Wilhelm-
Raiffeisen-Platz 1, A-1020 Vienna.
Holding of the Annual General Meeting as a Virtual Annual General Meeting in
accordance with the COVID-19-GesV necessitates modifications in the procedure of
the Annual General Meeting, as well as in the exercise of the shareholders'
rights.
The voting rights, the right to make motions, and the right to object shall be
exercised exclusively by a special voting proxy designated by the Company
pursuant to § 3 (4) of the COVID-19-GesV.
The right to information may be exercised in the Virtual Annual General Meeting
by the shareholders themselves by way of electronic communication, namely by
submitting questions in text form exclusively by email directly to the Company's
email address fragen.agrana@hauptversammlung.at, if and insofar as the
shareholders have submitted a deposit certificate within the meaning of § 10a of
the Austrian Stock Corporation Act (AktG) in good time in accordance with Item
IV, and authorized a special voting proxy in accordance with Item V.
2. Broadcasting of the Annual General Meeting on the internet
In accordance with § 3 (1), (2) and (4) of the COVID-19-GesV in conjunction with
§ 102 (4) of the Austrian Stock Corporation Act (AktG), the Annual General
Meeting will be completely broadcast audiovisually in real time on the internet.
This is permissible under applicable data protection law with regard to the
legal basis provided by § 3 (1), (2) and (4) of the COVID-19-GesV.
All shareholders of the Company may participate in the Virtual Annual General
Meeting on June 29, 2021, starting at approximately 11:00 o'clock, Vienna time,
using suitable technical aids (e.g. computer, laptop, tablet or smartphone as
well as internet connection with sufficient bandwidth for streaming videos) on
the internet at www.agrana.com/en/ir/general-meeting. No registration or login
is required to follow the Annual General Meeting.
The broadcasting of the virtual Annual General Meeting of the Company on the
internet enables all shareholders to follow the course of the Annual General
Meeting and in particular the presentation of the Management Board, the
answering of shareholders' questions and the voting procedure in real time via
this unidirectional acoustic and optical connection.
Please note that this live transmission as a Virtual Annual General Meeting does
not allow for remote participation (§ 102 (3) 2 of the Austrian Stock
Corporation Act) nor for remote voting (§ 102 (3) 3 and § 126 of the Austrian
Stock Corporation Act), and that the internet-based broadcasting is not a
bidirectional connection. The individual shareholder can therefore only follow
the course of the Annual General Meeting.
It is also pointed out that the Company is responsible for the use of technical
means of communication only to the extent that these are attributable to its
sphere of influence (§ 2 (6) of the COVID-19-GesV).
Incidentally, reference is made to the information on the organizational and
technical requirements for participation pursuant to § 3 (3) in conjunction with
§ 2 (4) of the COVID-19-GesV ("Participation Information").
II. AGENDA
1. Presentation of the established Annual Financial Statement including the
Management Report, the Consolidated Financial Statement including the
Consolidated Management Report and the proposal for appropriation of
profits, the Corporate Governance Report and the report of the Supervisory
Board for the financial year 2020/2021
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 financial year 2020/2021
4. Resolution on the formal approval of the actions of the members of the
Supervisory Board for the financial year 2020/2021
5. Resolution on the remuneration of the members of the Supervisory Board
6. Appointment of the auditor and the group auditor for the financial year
2021/2022
7. Resolution on the Remuneration Report 2020/2021
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE
WEBSITE
In particular, the following documents will be available on the Company's
website at www.agrana.com/en/ir/general-meeting in accordance with § 108 (3) and
(4) of the Austrian Stock Corporation Act (AktG) from June 8, 2021 at the
latest:
Information on the organizational and technical requirements for participation
pursuant to § 3 (3) in conjunction with § 2 (4) of the COVID-19-GesV
("Participation InformationAnnual Financial Statement,Integrated Annual Report
including
* Consolidated Financial Statement and Summary Management Report,
* Corporate Governance Report,
* Proposal for the appropriation of profits,
* Report of the Supervisory Board,
* Non-Financial Information Statement,
each for the financial year 2020/2021;
* Proposed resolutions of the Management Board and the Supervisory Board on
agenda items 2 to 7,
* Remuneration Report,
* Form for granting power of attorney (proxy form sheet) for the special voting
proxies pursuant to § 3 (4) of the COVID-19-GesV,
* Question form sheet,
* Form sheet for revocation of a power of attorney,
* Full text of the present Convention.
IV. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement to participation in the Virtual Annual General Meeting and
exercise the voting right and other shareholder rights that can be asserted in
the course of this Virtual Annual General Meeting in accordance with COVID-19-
GesG and COVID-19-GesV is based on the shareholding at the end of June 19, 2021
(24:00 o'clock, Vienna Time) (record date).
Only those who are shareholders on this record date and furnish evidence thereof
to the Company are entitled to participation in this Virtual Annual General
Meeting and exercise of their shareholders' rights in accordance with the COVID-
19-GesG and COVID-19-GesV.
For proof of shareholding on the record date, a deposit confirmation pursuant to
§ 10a of the Austrian Stock Corporation Act (AktG) is to be submitted, which
must be received by the Company no later than June 24, 2021 (24:00 o'clock,
Vienna time), exclusively via any of the following communication channels and to
any of the following addresses:
(i) for transmission of the deposit confirmation in text form as approved by §
13 (7) of the Articles of Association
By fax to +43 1 8900 500 - 58
By email to anmeldung.agrana@hauptversammlung.at
(Deposit confirmations please in PDF format)
(ii) for transmission of the deposit confirmation in writing with legally
binding signatures
By post or messenger AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599,
ISIN AT000AGRANA3 must be indicated in the text)
Appointment of a special voting proxy and exercise of the shareholders' right to
information cannot become effective without a deposit confirmation received by
the Company in due time.
The shareholders are requested to contact their respective custodian bank and to
arrange for the issuance and transmission of a deposit confirmation.
The record date has no effect on the salability of the shares, and no
significance for dividend entitlement.
Deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act
(AktG)
The deposit confirmation must be issued by the custodian bank headquartered in a
state that is either a member state of the European Economic Area or a full
member of the OECD, and shall comprise the following data (§ 10a (2) of the
Austrian Stock Corporation Act):
* Information about the issuer: Name/company and address or a code used for
transactions between banks (SWIFT code)
* Information about the shareholder: Name/company, 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 AT000AGRANA3 (internationally accepted securities identification number)
* Depository number, securities account number or other designation as
applicable
* Time or period to which the deposit confirmation refers
The deposit confirmation as proof of the shareholding for participation in the
Annual General Meeting must refer to the end of the record date June 19, 2021
(24:00 o'clock, Vienna time).
The deposit confirmation will be accepted in German or English.
V. APPOINTMENT OF A SPECIAL VOTING PROXY AND PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participation in the Virtual Annual General
Meeting in accordance with the COVID-19-GesG and the COVID-19-GesV and has
provided the Company with evidence thereof in accordance with the provisions of
Item IV of the present Convention has the right to appoint a special voting
proxy.
Pursuant to § 3 (4) of the COVID-19-GesV, making of motions, voting and raising
of objections at this Virtual Annual General Meeting of AGRANA Beteiligungs-
Aktiengesellschaft on June 29, 2021 may be done only via one of the special
voting proxies.
The following persons, who are suitable and independent of the Company, are
proposed as special voting proxies:
1. Dr. Michael Knap
c/o Interessenverband für Anleger, IVA
A-1130 Vienna, Feldmühlgasse 22
Email: knap.agrana@hauptversammlung.at
2. Rechtsanwalt (Austrian Attorney-at-Law) Dr. Christoph Nauer LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
A-2340 Mödling, Enzersdorferstraße 4
Email: nauer.agrana@hauptversammlung.at
3. Rechtsanwalt (Austrian Attorney-at-Law) Mag. Ewald Oberhammer LL.M.
c/o Oberhammer Rechtsanwälte GmbH
A-1010 Vienna, Karlsplatz 3/1
Email: oberhammer.agrana@hauptversammlung.at
4. Rechtsanwalt (Austrian Attorney-at-Law) Dr. Sascha Schulz
c/o Schönherr Rechtsanwälte GmbH
A-1010 Vienna, Schottenring 19
Email: schulz.agrana@hauptversammlung.at
Each shareholder may select one of the four persons named above as his or her
special voting proxy and endow this person with power of attorney.
A separate form for granting power of attorney is available on the Company's
website at www.agrana.com/en/ir/general-meeting for granting power of attorney
to the special voting proxies. Please use this form for granting power of
attorney.
Regarding the granting of power of attorney, the transmission options provided
for this purpose and the deadlines, the specifications contained in the
Participation Information must be observed.
Personal presentation of the power of attorney at the place of the meeting is
expressly excluded.
VI. INFORMATION ABOUT THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109, 110,
118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Extension of the agenda by shareholders pursuant to § 109 of the Austrian
Stock Corporation Act (AktG)
Shareholders whose shares individually or jointly amount to at least 5 % of the
authorized capital and who have been holders of these shares for at least three
months before the application may request in writing that additional items be
included into the agenda of this Annual General Meeting and announced, provided
such request is received by the Company in writing with legally binding
signatures, by post or courier, no later than June 8, 2021 (24:00 o'clock,
Vienna time), at the address A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz
1, Attn. Dipl.-Ing. Mag. Gertraud Wöber, General Secretary, or, if by email,
with a qualified electronic signature to the email address
anmeldung.agrana@hauptversammlung.at or by SWIFT to the address GIBAATWGGMS. "In
writing with legally binding signatures" means signed by each applicant in
person or on behalf of the company or, if sent by email, with a qualified
electronic signature or, if sent by SWIFT, with Message Type MT598 or Type
MT599, whereby ISIN AT000AGRANA3 must be indicated in the text.
Each agenda item thus requested must include a proposed resolution and a
rationale. The item requested to be added to the agenda and the resolution
proposal, but not its rationale, must in any case be written in German as well.
Shareholder ownership must be demonstrated by presentation of a deposit
confirmation pursuant to § 10a of the Austrian Stock Corporation Act, confirming
that the applicant shareholders have owned the shares for at least three months
prior to the request, which confirmation must have been issued no more than
seven days prior to its presentation to the Company. A plurality of deposit
confirmations for shares which only together represent a shareholding of at
least 5 % must refer to the same time (day, time).
The other requirements for the deposit confirmation are described in the
explanations concerning the right to participation (Item IV of the present
Convention).
2. Shareholders' proposed resolutions concerning the agenda pursuant to § 110 of
the Austrian Stock Corporation Act (AktG)
Shareholders whose shares jointly amount to at least 1 % of the authorized
capital may submit proposals for resolutions, including a rationale, concerning
any item on the agenda, in text form, and may request that any such proposal,
including the names of the shareholders concerned, the rationale and a possible
opinion thereon by the Management Board or the Supervisory Board, be made
available on the Company's website as listed in the commercial register,
provided such written proposal and request is received by the Company no later
than June 18, 2021 (24:00 o'clock, Vienna time), either via fax to +43 1 21137
12055, or via letter mail to A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz
1, Attn. Dipl.-Ing. Mag. Gertraud Wöber, General Secretary, or via email to
gertraud.woeber@agrana.com, whereby the request is to be annexed to the email in
text form, e.g. as a PDF document. If and insofar as text form as defined in §
13 (2) of the Austrian Stock Corporation Act is required for a statement, the
latter must be made in a document or in another manner suitable for permanent
reproduction in writing, the person making the statement must be named, and the
conclusion of the statement must be made discernible by reproduction of the
signature or otherwise. The resolution proposal, but not its rationale, must in
any case also be written in German.
Shareholder ownership must be demonstrated by presentation of a deposit
confirmation pursuant to § 10a of the Austrian Stock Corporation Act (AktG),
which must have been issued no more than seven days prior to its presentation to
the Company. A plurality of deposit confirmations for shares which only together
represent a shareholding of at least 1 % must refer to the same time (day,
time).
The other requirements for the deposit confirmation are described in the
explanations concerning the right to participation (Item IV of the present
Convention).
3. Shareholders' right to information pursuant to § 118 of the Austrian Stock
Corporation Act (AktG)
Every shareholder has the right to receive, upon request, information on the
affairs of the Company during the Annual General Meeting, if and insofar as such
information is necessary for the proper assessment of any item on the agenda.
The obligation to provide information also covers the legal relationships of the
Company with any affiliated company, as well as the situation of the Group and
the companies included in the consolidated financial statements.
The information may be withheld if according to reasonable business assessment
it has the potential to cause significant harm to the Company or any associated
enterprise, or if its disclosure would be a punishable offense under applicable
law.
The prerequisite for exercising the shareholders' right to information is proof
of the right to participation (Item IV of the Convention) and the granting of a
corresponding power of attorney to the special voting proxy (Item V of the
Convention).
It is expressly pointed out that the right to information and the right to speak
during this Virtual Annual General Meeting can be exercised by the shareholders
themselves by way of electronic mail exclusively by sending questions or the
speech, respectively, by email directly to the Company exclusively to the email
address fragen.agrana@hauptversammlung.at.
Shareholders are requested to submit all questions in text form by email to the
address fragen.agrana@hauptversammlung.at in good time so that they reach the
Company no later than on the 3rd working day before the Annual General Meeting,
i.e. June 24, 2021. This serves to maintain the economy of the meeting in the
interest of all participants in the Annual General Meeting, in particular for
issues that require a longer preparation time. This will enable the Management
Board to prepare as accurately as possible and to answer the questions asked as
quickly as possible.
Please use the question form sheet, which is available for download from the
Company's website at www.agrana.com/en/ir/general-meeting. If this question form
sheet is not used, the person (name/company, date of birth/company register
number of the shareholder) must be named in the corresponding email. In order to
enable the Company to determine the identity and correspondence with the deposit
confirmation, we ask that you also include your depository number in the email
in this case.
Please note that reasonable time limits may be set by the Chairperson during the
Annual General Meeting.
More detailed information and modalities for exercising the shareholders' right
to information pursuant to § 118 of the Austrian Stock Corporation Act will be
set out in the Participation Information.
4. Shareholder motions at the Annual General Meeting pursuant to § 119 of the
Austrian Stock Corporation Act (AktG)
Every shareholder - regardless of a specific shareholding quota - is entitled to
make motions for each item on the agenda in the Virtual Annual General Meeting
in accordance with the COVID-19-GesG and the COVID-19-GesV through his/her
special voting proxy.
The point in time up to which instructions on the making of motions to the
special voting proxy are possible shall be determined by the Chairperson in the
course of the Virtual Annual General Meeting.
The prerequisite for this is proof of the right to participate in accordance
with Item IV of this convention and the granting of a corresponding power of
attorney to the special voting proxy in accordance with Item V of the present
Convention.
Further information and modalities for exercising the shareholders' right to
make motions pursuant to § 119 of the Austrian Stock Corporation Act will be set
out in the Participation Information.
5. Information on data protection for shareholders
AGRANA Beteiligungs-Aktiengesellschaft takes data protection very seriously.
Further information can be found in our data privacy policy at www.agrana.com/
gdpr/en [http://www.agrana.com/gdpr/en].
VII. FURTHER INFORMATION AND NOTES
1. Total number of shares and voting rights
At the time of the convention of the Virtual Annual General Meeting, the
authorized capital of the Company amounts to EUR 113,531,274.76, divided into
62,488,976 no-par value bearer shares. Each share grants one vote at the Virtual
Annual General Meeting.
The total number thus amounts to 62,488,976 voting rights at the time of the
convention of the Virtual Annual General Meeting. At the time of the convention
of the Annual General Meeting, the Company holds own shares neither directly nor
indirectly.
There is only one class of shares.
2. No physical presence
Once more we emphasize that at the upcoming Annual General Meeting to be held as
a Virtual Annual General Meeting in accordance with the COVID-19-GesV, neither
shareholders nor guests will be physically admitted to the location of the
Annual General Meeting.
Vienna, June 2021
The Management Board
Further inquiry note:
AGRANA Beteiligungs-AG
Mr. Hannes Haider
Investor Relations
Phone: +43-1-211 37-12905
E-mail: hannes.haider@agrana.com
Mr. Markus Simak
Public Relations
Phone: +43-1-211 37-12084
E-mail: markus.simak@agrana.com
end of announcement euro adhoc
--------------------------------------------------------------------------------issuer: AGRANA Beteiligungs-AG
F.-W.-Raiffeisen-Platz 1
A-1020 Wien
phone: +43-1-21137-0
FAX: +43-1-21137-12926
mail: info.ab@agrana.com
WWW: www.agrana.com
ISIN: AT000AGRANA3
indexes: WBI
stockmarkets: Frankfurt, Wien, Stuttgart, Berlin
language: English
Original content of: AGRANA Beteiligungs-AG, transmitted by news aktuell