EANS-General Meeting: Lenzing 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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Lenzing Aktiengesellschaft ("Company")
with its registered office in Lenzing
Commercial Register No. ("FN") 96499 k
ISIN: AT 0000644505
I n v i t a t i o n
to the
71stOrdinary Shareholders' Meeting of our Company
to be held on Wednesday, April 22, 2015 at 10:30 a.m. (CEST) in the
Kulturzentrum Lenzing, Johann-Böhm-Straße 1, 4860 Lenzing.
Agenda:
1. Presentation of the adopted annual financial statements and the management
report and corporate governance report, consolidated financial statements and
group management report, each as of December 31, 2014, presentation of the
proposal for the use of profits, and of the report of the Supervisory Board on
the business year 2014
2. Adopting a resolution on the use of the net profit shown in the 2014 annual
financial statements
3. Adopting a resolution on discharge of the Members of the Management Board
for the business year 2014
4. Adopting a resolution on discharge of the Members of the Supervisory Board
for the business year 2014
5. Adopting a resolution on the compensation of members of the Supervisory
Board for the business year 2014
6. Election of five members to the Supervisory Board
7. Election of the auditor of the annual financial statements and consolidated
financial statements for the business year 2015
8. Adoption a resolution on authorized capital and on the corresponding
amendment of article 4 of the company's articles of association.
9. Authorizing the management board to issue, upon approval by the supervisory
board, convertible bonds and on authorizing the management board, upon approval
by the supervisory board, to exclude shareholders' subscription rights, either
fully or in part, also in order to exclude fractional amounts from the
subscription right.
10. Adopting a resolution on contingent capital and on corresponding amendment
of article 4 of the company's articles of association.
11. Adopting a resolution on amendment of article 22 of the company's articles
of association (distribution of profits).
Opportunity for shareholders to inspect records pursuant to section 108 sub-
sections 3 and 4 of the Stock Corporations Act ("AktG") (section 106 pt. 4 of
the Stock Corporations Act)
In addition to the complete text of this convocation and the forms for
appointing and revoking appointment of a proxy holder according to section 114
Stock Corporations Act, the following documents and records will be available as
from the 21stday preceding the Shareholders' Meeting for inspection on the
Company website www.lenzing.com under Shareholders' Meeting 2015, hence as from
April 1, 2015.
* Annual financial statements and management report,
* Corporate governance report,
* Consolidated financial statements and group management report,
* Proposal for the use of profits,
* Report of the Supervisory Board,
each relating to the business year 2014;
* Proposed resolutions on items 2. - 11. of the agenda,
* Ad agenda item 6.: Curriculum vitae of the candidates to be appointed to the
Supervisory Board pursuant to section 87 sub-section 2 of the Stock
Corporations Act.
These documents will additionally be available at the Shareholders' Meeting.
Upon request each shareholder will be provided with a copy of the aforementioned
documents immediately and free of charge.
Information on shareholders' rights pursuant to sections 109, 110 and 118 of the
Stock Corporations Act (section 106 pt. 5 of the Stock Corporations Act)
Pursuant to section 109 of the Stock Corporations Act, shareholders whose
aggregate shareholding equals five percent or more of the nominal capital may
request in text form (section 13 sub-section 2 Stock Corporations Act) that
additional items be put on the agenda of the Shareholders' Meeting and
published. Each motion for an item to be put on the agenda must be accompanied
by a proposal for a resolution with statement of reasons. Shareholders filing
such a motion must have held the shares continuously for at least three months
prior to filing the motion. Any such request by shareholders must be received by
the Company no later than on the 21st day before the Shareholders' Meeting, i.e.
by April 1, 2015. In case of an additional item to be put on the agenda, the
supplemented agenda of the Shareholder's Meeting will be announced publicly the
same way as the orginial agenda by no later than April 3, 2015.
Pursuant to section 110 of the Stock Corporations Act, shareholders whose
aggregate shareholding equals one percent or more of the nominal capital may
submit proposed resolutions in text form concerning any item on the agenda, and
request that these be made available on the Company website, together with the
name of the respective shareholders, a statement of reasons to be submitted with
the proposal, and any comments of the Management Board or Supervisory Board.
Requests of this kind will only be considered when received by the Company no
later than on the 7th working day before the Shareholders' Meeting, i.e. by
April 13, 2015. In case of a proposal for the election of a Supervisory Board
member the statement of the proposed person pursuant to section 87 sub-section 2
of the Stock Corporations Act replaces the statement of reasons. Such proposed
resolutions will be made available on the company website www.lenzing.com
Shareholders' Meeting 2015 no later than April 15, 2015.
Pursuant to section 118 of the Stock Corporations Act, any shareholder shall be
provided with information on the Company's affairs upon request at the
Shareholders' Meeting to the extent that such information is required for proper
assessment of an item on the agenda. This obligation to provide information
shall also extend to the legal and business relationships of the Company with
affiliated companies, the state of affairs of the group, and the companies
included in the consolidated financial statements.
The Company may deny providing information to the extent that according to sound
business judgment it might cause material damage to the Company or any
affiliated company or if providing such information would constitute a
punishable offense. Providing information may also be denied if such information
has been continuously available on the Company website in the form of question
and answer for at least seven days prior to the beginning of the Shareholders'
Meeting.
We kindly ask the shareholders to send any questions requiring extensive
preparation to answer to the Company in text form in due time prior to the
Shareholders' Meeting.
For the purpose of providing proof of shareholder status in order to exercise
the above mentioned shareholders' rights it is sufficient if holders of
deposited bearer shares submit a deposit certificate (Depotbestätigung) within
the meaning of section 10a Stock Corporations Act. Any rights of shareholders
subject to a specific holding period may be exercised only if the submitted
deposit certificate gives proof of the shareholder status during the relevant
period. A deposit certificate used to prove current shareholder status must not
be older than seven days when submitted to the Company.
Further information on shareholders' rights, in particular under sections 109,
110 and 118 of the Stock Corporations Act, is also available on the company
website at www.lenzing.com Shareholders' Meeting 2015.
Any motions for putting additional items on the agenda, proposals for
resolutions and any questions shall be submitted to the Company exclusively by
mail or courier service (Lenzing AG, Werkstrasse 2, 4860 Lenzing), by fax (+43
(0) 7672 918-2713) or email (Hauptversammlung_2015@lenzing.com; the request in
text form, e.g. as a PDF-file, must be attached to the e-mail) attn. Mag.
Angelika Guldt.
Record date and conditions of attendance of the Shareholders' Meeting pursuant
to section 111 of the Stock Corporations Act (section 106 points 6 and 7 of the
Stock Corporations Act)
Pursuant to section 111 sub-section 1 of the Stock Corporations Act, the right
to attend the Shareholders' Meeting and to exercise the shareholders' rights
that are exercised during the Shareholders' Meeting is determined by the shares
held at the end of the tenth day before the date of the Shareholders' Meeting
(Record Date), consequently on the shares held on Sunday, April 12, 2015, 12:00
p.m. (CEST).
Participation in the Shareholders' Meeting is limited to persons who are
shareholders on the Record Date and supply proof thereof to the Company.
In case of deposited bearer shares proof of shareholding at the Record Date is
provided by submitting a deposit certificate pursuant to section 10a of the
Stock Corporations Act. The deposit certificate shall be issued by the
depositary bank based in a member state of the European Economic Area or in a
full member state of the OECD. The deposit certificate must contain at least the
information required according to section 10a sub-section 2 of the Stock
Corporations Act. Deposit certificates will be accepted in German and English.
Proof of shareholder status at the Record Date in the form of a deposit
certificate must be received at one of the following addresses no later than on
the third working day before the Shareholders' Meeting, i.e. by April 17, 2015,
exclusively by mail or courier service (Oesterreichische Kontrollbank AG,
Department CSD / HV Operation Center 1, Strauchgasse 1-3, 6thfloor, 1010
Vienna), by fax (+43 (0) 1 928 90 60), email (hv.anmeldung-1@oekb.at) or by
SWIFT BIC (OEKOATWWHVS).
Further information on the conditions of participation in the Shareholders'
Meeting, is also available on the Company website at www.lenzing.com
Shareholders'Meeting 2015.
Appointment of a proxy holder pursuant to sections 113 et seq Stock Corporations
Act (section 106 pt. 8 of the said Act)
Any shareholder entitled to attend the Shareholders' Meeting shall be entitled
to appoint a natural or legal person as proxy holder. The proxy holder may
attend the Shareholders' Meeting on behalf of the shareholder and will have the
same rights as the shareholder represented. The Company itself or a member of
the Management Board or Supervisory Board may exercise voting rights as a proxy
holder only insofar as the shareholder has explicitly provided detailed voting
instructions regarding the individual items of the agenda.
The proxy must be granted to a specific person. A proxy in text form shall be
sufficient in any case. If a shareholder has granted power of proxy to the
depositary bank (section 10a of the Stock Corporations Act) it shall be
sufficient if in addition to submitting the deposit certificate the bank makes a
statement that it has been granted power of proxy. Forms for granting power of
proxy which may also be used to grant limited power of proxy are available on
the Company website www.lenzing.com under Shareholders' Meeting 2015.
The proxy must be received no later than on April 21, 2015, 1.00 p.m. (CEST)
exclusively by mail or courier service (Oesterreichische Kontrollbank AG,
Department CSD / HV Operation Center 1, Strauchgasse 1-3, 6th floor, 1010
Vienna, Austria), by fax (+43 (0) 1 928 90 60), by email (hv.anmeldung-
1@oekb.at) or by SWIFT BIC (OEKOATWWHVS); the proxy in text form, e.g. as PDF-
file, must be attached to the e-mail and will be kept by the Company.
On the day of the Shareholders' Meeting the proxy may only be submitted upon
registration for the Shareholders' Meeting at the venue of the meeting. The
aforementioned provisions on granting power of proxy apply analogously to the
revocation of power of proxy. Any revocation shall be valid only when received
at one of the aforementioned addresses respectively by the Company.
As a special, free of charge service shareholders who are not able or do not
wish to attend the Shareholders' Meeting in person may have their voting rights
in the Shareholders' Meeting exercised by Mr Michael Knap as representative of
the "Interessenverband für Anleger" (IVA, Austrian Association of Investors),
1130 Vienna, Feldmühlgasse 22. As independent proxy holder Mr Michael Knap will
exercise the voting rights exclusively in accordance with and bound by voting
instructions given by the respective shareholders regarding the individual items
of the agenda. However, shareholders intending to grant power of proxy are not
obliged to appoint Mr Michael Knap as their proxy holder. A special form for
granting power of proxy or revocation of proxy to Mr Michael Knap may be
downloaded at the Company website at www.lenzing.com Shareholders' Meeting 2015.
The proxy granted to Mr Knap must be received no later than on April 21, 2015,
1.00 p.m. (CEST) exclusively by mail or courier service (Oesterreichische
Kontrollbank AG, Department CSD / HV Operation Center 1, Strauchgasse 1-3,
6th floor, 1010 Vienna, Austria), by fax (+43 (0) 1 928 90 60), by email
(hv.anmeldung-1@oekb.at)or by SWIFT BIC (OEKOATWWHVS); the proxy in text form,
e.g. as PDF-file, must be attached to the e-mail and will be kept by the
Company.
Further information on the granting of proxy to Mr Michael Knap is also
available on the Company website at www.lenzing.com Shareholders'
Meeting 2015.Shareholders may also contact Mr Michael Knap directly by tel: +43
(0) 1 876 33 43-0, by fax: +43 (0) 1 876 33 43-39 or by e-mail:
michael.knap@iva.or.at.
Total number of shares and voting rights at the date of convocation of the
Shareholders' Meeting (Section 106 pt. 9 of the Stock Corporations Act)
At the date of convocation of the Shareholders' Meeting, the nominal capital of
the Company amounts to EUR 27.574.071,43 and is divided into 26.550.000 no-par
value bearer shares. Each no-par value share grants one vote. At the date of the
convocation of the Shareholders' Meeting, the Company does not hold own shares.
Thus, the total number of shares entitled to participate and vote amounts to
26.550.000 at the date of the convocation of the Shareholders' Meeting.
Doors for the Shareholders' Meeting will open on April 22, 2015, at 09:45 a.m.
(CEST).
The shareholders and proxy holders are requested to show an identity document
with a photograph (passport, ID card, driver's license) at the entrance to the
Shareholders' Meeting. We kindly ask the shareholders and proxy holders to take
into account the high number of participants to be expected and the usual safety
precautions when planning the timing of their arrival.
This document is published in German and in a non-binding English convenience
translation.
Lenzing, March 2015
The Management Board
Further inquiry note:
Lenzing AG
Mag. Angelika Guldt
Tel.: +43 (0) 7672-701-2713
Fax: +43 (0) 07672-96301
mailto:a.guldt@lenzing.com
end of announcement euro adhoc
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issuer: Lenzing AG
A-A-4860 Lenzing
phone: +43 7672-701-0
FAX: +43 7672-96301
mail: a.guldt@lenzing.com
WWW: http://www.lenzing.com
sector: Chemicals
ISIN: AT0000644505
indexes: WBI, ATX, Prime Market
stockmarkets: free trade: Berlin, official market: Wien
language: English
Original content of: Lenzing AG, transmitted by news aktuell