EANS-General Meeting: Lenzing 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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19.03.2019
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
75th Annual General Meeting of our Company
to be held on Wednesday, 17 April 2019 at 10:30 a.m. (CEST) at the Kulturzentrum
Lenzing, Johann-Böhm-Straße 1, 4860 Lenzing.
Agenda:
1. Presentation of the adopted annual financial statements including the
management report and the corporate governance report, of the consolidated
financial statements including the group management report, each as of
December 31, 2018, of the presentation of the proposal for the use of
profit and of the report of the Supervisory Board on the business year 2018
2. Adopting a resolution on the use of the net profit shown in the 2018 annual
financial statements
3. Adopting a resolution on the discharge of the Members of the Management
Board for the business year 2018
4. Adopting a resolution on the discharge of the Members of the Supervisory
Board for the business year 2018
5. Adopting a resolution on the compensation of Members of the Supervisory
Board for the business year 2018
6. Adopting a resolution on the compensation of Members of the Supervisory
Board for the business year 2019 in advance
7. Elections to the Supervisory Board
8. Election of the auditor of the annual financial statements and consolidated
financial statements for the business year 2019
Zwtl.: Opportunity for shareholders to inspect records pursuant to section 108
para 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 the appointment of a proxy holder according to section
114 Stock Corporations Act, the following documents and records will be
available at the latest from the 21st day preceding the General Meeting (27
March 2019), but prospectively already from 20 March 2019, for inspection on the
Company website www.lenzing.com [http://www.lenzing.com] under the menu items
"Investors" and "General Meeting".
* Annual financial statements including the management report,
* Corporate governance report,
* Consolidated financial statements including the group management report,
* Proposal for the use of net profit,
* Separate non-financial report,
* Report of the Supervisory Board,
each relating to the business year 2018;
* Proposed resolutions on items 2. - 8. of the agenda,
* With respect to agenda item 7.: Curriculum vitae of the candidates for the
elections to the Supervisory Board together with statements pursuant to
section 87 sub-section 2 of the Stock Corporations Act,
These documents will additionally be available at the General Meeting. Upon
request each shareholder will be provided with a copy of the aforementioned
documents immediately and free of charge.
Zwtl.: 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 that additional items be put on the agenda of the General
Meeting and published. Each motion for an item to be put on the agenda must be
accompanied by a proposal for a resolution with a 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 General
Meeting, i.e. by 27 March 2019. In case of an additional item requested to be
put on the agenda, the supplemented agenda will be announced publicly in
electronic form on the company website www.lenzing.com [http://www.lenzing.com]
under the menu items "Investors" and "General Meeting" no later than 29 March
2019 as well as in the same way as the original agenda (in the official gazette
to the "Wiener Zeitung") no later than 3 April 2019.
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 registered with the
commercial register, together with the names of the respective shareholders, a
statement of reasons to be submitted together 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 General Meeting, i.e. by 08 April 2019. 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 [http://www.lenzing.com] under
the menu items "Investors" and "General Meeting" no more than two working days
from receipt and no later than 10 April 2019.
It should be noted that the Company is not subject to the scope of application
of section 86 sub-section 7 of the Stock Corporations Act and that the diversity
requirement pursuant to section 86 sub-section 7 of the Stock Corporations Act
is not applicable.
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 General
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 registered with the
commercial register in the form of question and answer for at least seven days
prior to the beginning of the General Meeting.
We kindly ask the shareholders to submit any questions requiring extensive
preparation to answer to the Company in text form (for example as PDF)
exclusively to the E-mail address Hauptversammlung2019@lenzing.com
[Hauptversammlung2019@lenzing.com] in due time prior to the General 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. 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 www.lenzing.com [http://www.lenzing.com] under the menu items
"Investors" and "General Meeting".
Any motions for putting additional items on the agenda pursuant to section 109
of the Stock Corporations Act, and resolution proposals pursuant to section 110
of the Stock Corporations Act including enclosures, shall be submitted to the
Company in text form (for example as PDF) exclusively to the E-mail address
Hauptversammlung2019@lenzing.com [Hauptversammlung2019@lenzing.com].
Zwtl.: Record date and conditions of attendance of the General 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 General Meeting and to exercise the shareholders' rights that are
exercised during the General Meeting is determined by the shares held at the end
of the tenth day before the date of the General Meeting (Record Date), therefore
by the shares held on Sunday, 07 April 2019, 12:00 a.m. (CEST).
Participation in the General 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 no later than on the third working day before the
General Meeting, i.e. by 12 April 2019 exclusively through one of the following
addresses:
(i) E-mail address Hauptversammlung2019@lenzing.com
[Hauptversammlung2019@lenzing.com]
(ii) per SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT 0000644505 in the
text).
Further information on the conditions of participation in the General Meeting is
also available on the Company website at www.lenzing.com [http://
www.lenzing.com] under the menu items "Investors" and "General Meeting".
Zwtl.: Possibility to appoint a proxy holder pursuant to sections 113 et seq
Stock Corporations Act (section 106 pt. 8 of the Stock Corporations Act)
Any shareholder entitled to attend the General Meeting shall be entitled to
appoint a natural or legal person as proxy holder. The proxy holder may attend
the General 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. It is also possible to grant
power of proxy to multiple persons. 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 [http://www.lenzing.com] under the menu items
"Investors" and "General Meeting".
The proxy must be received no later than on 16 April 2019, 1.00 p.m. (CEST)
exclusively to the E-mail address Hauptversammlung2019@lenzing.com
[Hauptversammlung2019@lenzing.com]; the proxy must be attached to the E-mail in
text form, e.g. as PDF-file, and will be kept by the Company.
On the day of the General Meeting the proxy may only be submitted upon
registration for the General 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 General Meeting in person may have their voting rights in the
General 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. Proxies without explicit voting instructions are invalid.
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 (only available in German) may be
downloaded at the Company website www.lenzing.com under the menu items
"Investors" and "General Meeting".The proxy granted to Mr Michael Knap must be
received no later than on 16 April 2019, 1.00 p.m. (CEST) exclusively through
one of the following addresses:
(i) E-mail address Hauptversammlung2019@lenzing.com
[Hauptversammlung2019@lenzing.com]
(ii) per SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT 0000644505 in the
text),
whereby the proxy must be attached to the E-mail in text form, e.g. as PDF-file,
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 www.lenzing.com [http://www.lenzing.com] under
the menu items "Investors" and "General Meeting". Shareholders may also contact
Mr Michael Knap directly by tel: +43 (0) 664 213 8740, by fax: +43 (0) 1 876 33
43 39 or by E-mail: michael.knap@iva.or.at [michael.knap@iva.or.at].
Zwtl.: Information to shareholders regarding data processing
1. Which personal data of shareholders is processed and for what purposes?
Lenzing Aktiengesellschaft processes personal data of shareholders (in
particular those pursuant to Sec 10a sub-section 2 Stock Corporations Act, i.e.
name, address, date of birth, number of the securities deposit, number of shares
of the shareholder, type of share if applicable, number of the voting card and,
if applicable, name and date of birth of the proxy holder) on the basis of the
applicable data protection regulations, in particular the European General Data
Protection Regulation ("GDPR") and the Austrian Data Protection Act ("DSG"), in
order to enable shareholders to exercise their rights at the General Meeting.
In this connection the shareholders' personal data is processed for the
following purposes:
* Organization and holding of General Meetings, including verification of the
right to attend/power of proxy and determination of the voting ratio
* Participation of shareholders in the General Meeting and exercise of
shareholder rights
* Preparation of registration, power of proxy and attendance lists
* Preparation of the minutes of the General Meeting
* Fulfillment of compliance obligations, including recording, disclosure and
reporting obligations.
The processing of the shareholders' personal data is mandatory for the
participation of shareholders and their representatives in the General Meeting
in accordance with the Stock Corporations Act. The legal basis for the
processing therefore is Article 6 sub-section 1 lit c GDPR (compliance with a
legal obligation). For the processing Lenzing Aktiengesellschaft is controller
as defined in Art 4 pt. 7 GDPR.
2. To whom is the shareholders' personal data transferred?
Lenzing Aktiengesellschaft uses external service providers, such as notaries,
lawyers, banks and IT service providers, for the purpose of organizing the
General Meeting. These service providers receive only such personal data from
Lenzing Aktiengesellschaft as is necessary for the performance of the
commissioned service, and, where they are processors as defined in Art 4 pt. 8
GDPR, process the data solely on instructions of Lenzing Aktiengesellschaft.
Where legally required, Lenzing Aktiengesellschaft has concluded a data
protection agreement with these service providers.
If a shareholder participates in the General Meeting, all present shareholders
or their representatives respectively, the members of the Management Board and
Supervisory Board, the notary and any other person with a legal right to attend
may view the list of participants stipulated by statute (section 117 Stock
Corporations Act) and thereby also have access to the personal data contained
therein (inter alia name, place of residence, shareholding relationship).
Lenzing Aktiengesellschaft also has the statutory obligation to submit the
shareholders' personal data (in particular the list of participants) to the
commercial register at the competent commercial register court (section 120
Stock Corporations Act) as part of the notarial protocol.
In addition, the shareholders' personal data may also be transferred to the
competent authorities or bodies if necessary.
3. How long is the shareholders' personal data stored?
Shareholders' data will be anonymized or deleted as soon as it is no longer
necessary for the purposes for which it was collected or processed, and no other
legal obligations require further storage. Obligations to provide evidence and
to retain records arise in particular from corporate, stock corporation and
takeover law, from tax and duties law as well as from anti money laundering
regulations. If legal claims are made by shareholders against Lenzing
Aktiengesellschaft or vice versa by Lenzing Aktiengesellschaft against
shareholders, the storage of personal data serves to clarify and enforce claims
in individual cases. In connection with proceedings before civil courts, this
can lead to storage of data for the duration of the statute of limitations plus
the duration of the court proceedings up to its legally binding conclusion.
4. What rights do shareholders have with regard to their personal data?
Every shareholder has a right to access, rectification, restriction, objection
and deletion at any time with regard to the processing of personal data as well
as a right to data portability in accordance with Chapter III GDPR. Shareholders
can assert these rights against Lenzing Aktiengesellschaft free of charge by
contacting Thomas Tauzimsky at the E-mail address privacy@lenzing.com
[privacy@lenzing.com] or by using the following contact details:
Lenzing Aktiengesellschaft
AT-4860 Lenzing, Werkstraße 2
Fax: +43 (0) 7672 918-4005
In addition, shareholders have the right to lodge a complaint with the data
protection supervisory authority pursuant to Article 77 GDPR.
5. Further information
Further information on data protection can be found in the data protection
declaration on the website of Lenzing Aktiengesellschaft www.lenzing.com [http:/
/www.lenzing.com].
Total number of shares and voting rights at the date of convocation (section 106
rec. 9 of the Stock Corporations Act)
At the date of convocation of the General 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 General 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.
Doors for the General Meeting will open on 17 April 2019, at 09:45 a.m. (CEST).
The shareholders and proxy holders are requested to show an identity document
with a photograph (driver's license, passport, ID card) at the entrance to the
General 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 2019
The Management Board
Further inquiry note:
Lenzing AG
Dipl.-Ök. Stephanie Kniep
Head of Investor Relations
Tel.: +43 7672 701-4032
mailto:s.kniep@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: office@lenzing.com
WWW: http://www.lenzing.com
ISIN: AT0000644505
indexes: WBI, ATX
stockmarkets: Wien
language: English
Original content of: Lenzing AG, transmitted by news aktuell