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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20.05.2020
Lenzing Aktiengesellschaft ("Company")
with its registered office in Lenzing
Commercial Register No. ("FN") 96499 k
ISIN: AT 0000644505
Invitation to the
76th Annual General Meeting
We hereby invite our shareholders to the Annual General Meeting of the Company
to be held on Thursday, 18 June 2020 at 10:00 a.m. (CEST) at the registered
office of the Company, Werkstraße 2, 4860 Lenzing.
I. Holding a virtual General Meeting without the physical presence of
shareholders
1. Corporate COVID-19 Act (COVID-19-GesG) and Corporate COVID-19 Regulation
(COVID-19-GesV)
In light of the COVID-19 pandemic, the Management Board decided after careful
consideration to make use of the new legal regulation of a virtual General
Meeting in order to protect shareholders and other participants.
The Annual General Meeting of Lenzing Aktiengesellschaft on 18 June 2020 will be
held as a "virtual General Meeting" on the basis of Section 1 para 2 COVID-19-
GesG, Federal Law Gazette I no. 16/2020 as amended by Federal Law Gazette I no.
24/2020 and COVID-19-GesV (Federal Law Gazette II no. 140/2020), taking into
account the interests of both the Company and the participants.
Pursuant to the decision of the Management Board, this means that shareholders
cannot be physically present at the Annual General Meeting of Lenzing
Aktiengesellschaft on 18 June 2020 for health protection reasons.
The Management Board kindly asks for your understanding that shareholders will
not be able to physically attend the Annual General Meeting on 18 June 2020.
The General Meeting is held at 4860 Lenzing, Werkstrasse 2, in the physical
presence of the Chairman of the Supervisory Board, the Chairman of the
Management Board and other members of the Management Board, the official notary
public and the four independent proxies appointed by the Company.
The holding of the Annual General Meeting as a virtual General Meeting in
accordance with COVID-19-GesV leads to modifications in the usual course of the
General Meeting and in the exercise of shareholders' rights.
The exercise of voting rights, the right to submit motions and the right to
object are exclusively carried out by granting power of attorney and
instructions to one of the independent proxies proposed by the Company in
accordance with Section 3 para 4 COVID-19-GesV.
The right to information may be exercised during the virtual General Meeting by
the shareholders themselves by means of electronic communication, and only in
text form exclusively by E-mail directly to the E-mail address
Hauptversammlung2020@lenzing.com of the Company.
2. Broadcast of the Annual General Meeting on the internet
Pursuant to Section 3 para 4 COVID-19-GesV in conjunction with Section 102 para
4 of the Austrian Stock Corporation Act (AktG), the Annual General Meeting will
be broadcast in full in video and audio in real time on the Internet. No
registration or login is required to follow the Annual General Meeting.
This is permissible under data protection law with regard to the legal basis
provided under Section 3 para 4 COVID-19-GesV and Section 102 para 4 of the
Austrian Stock Corporation Act (AktG).
All shareholders of the Company will be able to follow the Annual General
Meeting on June 18, 2020 from about 10:00 a.m. using appropriate technical
equipment over the Internet at www.lenzing.com as a virtual Annual General
Meeting.
The broadcast of the Annual General Meeting on the Internet will enable all
shareholders who require it to follow the course of the Annual General Meeting
in real time via this one-way acoustic and optical connection, and to follow the
presentation by the Management Board and the answers to shareholders' questions.
Please note that this live broadcast as a virtual Annual General Meeting does
not enable remote participation (Section 102 para 3 no. 2 of the Austrian Stock
Corporation Act - AktG) and remote voting (Section 102 para 3 no. 3 and Section
126 of the Austrian Stock Corporation Act - AktG) and that the internet
broadcast is not a two-way connection.
It is also to be noted that the Company is only insofar responsible for the use
of technical means of communication as lies in its sphere of influence.
Furthermore, reference is made to the information on the organizational and
technical requirements for participation pursuant to Section 3 para 3 in
conjunction with Section 2 para 4 COVID-19-GesV ("Participation Information").
This year, we would kindly ask the shareholders to pay special attention to this
Participation Information, which also explains the course of the Annual General
Meeting.
II. 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, 2019, of the presentation of the proposal for the use of profit and of the
report of the Supervisory Board on the business year 2019
2. Adopting a resolution on the use of the net profit shown in the 2019 annual
financial statements
3. Adopting a resolution on the discharge of the Members of the Management Board
for the business year 2019
4. Adopting a resolution on the discharge of the Members of the Supervisory
Board for the business year 2019
5. Adopting a resolution on the compensation of Members of the Supervisory Board
for the business year 2019
6. Adopting a resolution on the compensation of Members of the Supervisory Board
for the business year 2020 in advance
7. Elections to the Supervisory Board
8. Adopting a resolution on the remuneration policy
9. Election of the auditor of the annual financial statements and consolidated
financial statements for the business year 2020
10a. Adopting a resolution on the further authorisation (valid up to not more
than 30 months of the resolution date) of the Management Board to purchase, with
the consent by the Supervisory Board, own shares of up to 10 % of the share
capital pursuant to section 65 para 1 rec. 4 and 8 of the Austrian Stock
Corporation Act (AktG), if necessary for the redemption of own shares, and on
the determination of the repurchase terms and conditions by revocation of the
corresponding authorization to purchase own shares granted by the Annual General
Meeting resolution of 12 April 2018 on the 9th item on the agenda
10b. Adopting a resolution on the authorization of the Management Board pursuant
to Section 65 para 1b of the Austrian Stock Corporation Act (AktG), with the
consent by the Supervisory Board, to sell the shares in a manner other than via
the stock exchange or by means of a public offer and to decide on any exclusion
of shareholders' right to repurchase (subscription rights) by revocation of the
corresponding authorization pursuant to Section 65 para 1 rec. 8 of the Austrian
Stock Corporation Act (AktG) granted to the Management Board by the Annual
General Meeting resolution of 12 April 2018 on the 9th item on the agenda.
III. Documents for the Annual General Meeting; Information made available on the
website
The following documents and records will be available for inspection no later
than on 28 May 2020 on the Company website www.lenzing.com:
* Information on the organizational and technical requirements for participation
according to Section 3 para 3 in connection with Section 2 para 4 COVID-19-
GesV ("Participation Information"),
* 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 2019;
* Proposed resolutions on items 2. - 10b. of the agenda,
* Statements by candidates for the elections to the Supervisory Board together
with Curriculum vitae pursuant to Section 87 para 2 of the Stock Corporations
Act- 7. of the agenda,
* Remuneration policy pursuant to Section 78a in conjunction with Section 98a
Stock Corporations Act - 8. of the agenda,
* Report by the Management Board on the exclusion of subscription rights in
connection with the sale of repurchased shares pursuant to Section 65 para 1b
in conjunction with Section 171 para 1 in conjunction with Section 153 para 4
Stock Corporation Act - 10. of the agenda,
* Form for granting a proxy for the independent proxy according to Sec 3 para 4
COVID-19-GesV,
* Form for questions,
* Forms for the revocation of a proxy,
* Full text of this Invitation;
IV. Record date and requirements for participation in the General Meeting
The right to attend the virtual General Meeting and to exercise the voting right
and the other shareholders' rights that are exercised during this virtual
General Meeting in accordance with COVID-19-GesG and COVID-19-GesV is determined
by the shares held at the end of 08 June 2020 (Record Date).
Participation in the virtual General Meeting according to COVID-19-GesG and
COVID-19-GesV is limited to persons who are shareholders on the Record Date and
provide proof thereof to the Company.
Proof of shareholder status on the Record Date is to be provided by a deposit
certificate (Depotbestätigung) pursuant to Section 10a of the Stock Corporations
Act which must refer to the Record Date and be received no later than on 15 June
2020 (12:00 a.m., CEST, Vienna Time) exclusively through one of the following
communication channels and addresses:
(i) for the transmission of the deposit certificate in text form, which the
articles of association allow pursuant to Section 15 para 3
per E-mail: Hauptversammlung2020@lenzing.com
(deposit certificate in pdf-format please)
(ii) for the transmission of the deposit certificate in written form
per SWIFT: BIC COMRGB2L
(Message Type MT589 or MT599, stating ISIN AT 0000644505 in the text).
The appointment of an independent proxy cannot be effected without a deposit
confirmation received by the Company in due time.
Shareholders are requested to contact their depositary bank and to arrange for a
deposit certificate to be issued and transmitted.
The Record Date has no effect on the disposal of the shares and has no
significance for dividend rights.
Deposit Certificate pursuant to Section 10a 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 and
must contain at least the following information:
* Information about the issuer: company name and address or a code commonly used
in transactions between credit institutions,
* Information about the shareholder: name/company name and address, in case of
natural persons additionally date of birth, in case of legal entities register
and number under which the legal entity is registered in its home state,
* Information about the shares: number of shares held by the shareholder, ISIN
AT 0000644505,
* Depot number or other identification,
* Date referred to in the deposit certificate.
For the purpose of providing proof of shareholder status in order to attend the
General Meeting, the deposit certificate must refer to the end of the Record
Date on 8 June 2020 (12:00 a.m, CEST, Vienna time).
Deposit certificates will be accepted in German and English.
A deposit certificate used to prove current shareholder status must not be older
than seven days when submitted to the Company.
V. Possibility to appoint an independent proxy and the procedure to be followed
Any shareholder entitled to attend the virtual General Meeting in accordance
with COVID-19-GesG and COVID-19-GesV and who has provided proof of this to the
Company in accordance with the provisions of item IV of this invitation, shall
be entitled to appoint an independent proxy.
In the virtual General Meeting of Lenzing Aktiengesellschaft on 18 June 2020,
only one of the independent proxies is permitted to submit a motion for
resolution, to vote and to raise an objection in accordance with Section 3 para
4 of COVID-19-GesV.
The following persons, who are suitable and independent of the company, are
proposed as independent proxy:
(i) Mr. Michael Knap
c/o IVA Interessenverband für Anleger
1130 Vienna, Feldmühlgasse 22/4
Tel +43 664 213 87 40
E-Mail-address: vollmacht.lenzing.knap@computershare.de
(ii) Attorney at law Dr. Christoph Nauer, LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
1220 Wien, ARES-Tower, Donau-City-Straße 11
Tel +43 2236 893370
E-Mail-address: vollmacht.lenzing.nauer@computershare.de
(iii) Attorney at law Mag. Philipp Stossier
c/o Stossier Heitzinger Rechtsanwälte
4600 Wels, Dragonerstraße 54
Tel +43 7242 42605
E-Mail-address: vollmacht.lenzing.stossier@computershare.de
(iv) Attorney at law Dr. Christian Temmel, MBA
c/o DLA Piper Weiss-Tessbach Rechtsanwälte GmbH
1010 Vienna, Schottenring 14
Tel +43 1 531 78 15 05
E-Mail-address: vollmacht.lenzing.temmel@computershare.de
Each shareholder may select one of the four persons named above as his or her
independent proxy and grant this person power of attorney.
A separate proxy form for granting power of attorney to the independent proxy is
available on the Company's website at www.lenzing.com, which is mandatory to
use.
The specifications provided for in the Participation Information must be
observed for the granting of power of attorney, its delivery options and
deadlines.
A personal delivery of the power of attorney at the place of the meeting is
expressly excluded.
VI. Information on shareholders' rights pursuant to Sections 109, 110, 118 and
119 of the Stock Corporations Act
1. Addendum to the agenda by shareholders in accordance with 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. Any such request by shareholders
must be received in text form due to Section 13 para 2 of the Stock Corporations
Act by mail or courier no later than on 28 May 2020 (12:00 a.m, CEST) by the
Company at the address Lenzing Aktiengesellschaft, Attn.: Stephan Trubrich, 4860
Lenzing, Werkstraße 2 or by E-mail to Hauptversammlung2020@lenzing.com. If text
form within the meaning of Section 13 para 2 of the Stock Corporations Act is
prescribed for statements, statement 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
recognizable by reproduction of the signature or otherwise. 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. The agenda item and the proposed resolution, but
not its justification, must in any case also be written in German. Proof of
shareholder capacity shall be furnished by submitting a deposit certificate in
accordance with Section 10a of the Austrian Stock Corporation Act confirming
that the applicant shareholder has been the holder of the shares for at least
three months prior to the application and that the deposit certificate must not
be older than seven days at the time it is submitted to the Company. Several
deposit certificates for shares, which only together convey the shareholding of
5%, must refer to the same time (day, time).
With regard to the other requirements for the deposit certificate, see the
information on the right to participate (Item IV of this Invitation).
2. Proposals for resolutions by shareholders on the agenda in accordance with
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 08 June 2020 (12:00 p.m., CEST) by Telefax +43 7672 918 3416 or by
mail at the address Lenzing Aktiengesellschaft, Attn. Stephan Trubrich, 4860
Lenzing, Werkstraße 2, or by E-mail to Hauptversammlung2020@lenzing.com, whereby
the request must be attached to the e-mail in text form within the meaning of
Section 13 para 2 of the Stock Corporations Act, for example as a PDF. If text
form within the meaning of Section 13 para 2 of the Stock Corporations Act is
prescribed for statements, statement 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
recognizable by reproduction of the signature or otherwise. The proposed
resolution, but not its justification, must in any case also be written in
German.
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. For the purpose of
providing proof of shareholder status it is sufficient if holders of deposited
bearer shares submit a deposit certificate pursuant to Section 10a of the Stock
Corporations Act. The deposit certificate used to prove current shareholder
status must not be older than seven days when submitted to the Company. Several
deposit certificates for shares, which only together convey the shareholding of
1%, must refer to the same time (day, time).
With regard to the other requirements for the deposit certificate, see the
information on the right to participate (Item IV of this Invitation).
3. Shareholders' information rights in accordance with Section 118 of 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.
It is expressly pointed out that the right to information pursuant to Section
118 of the Stock Corporation Act (AktG) may also be exercised at the virtual
Annual General Meeting during the General Meeting by the shareholders themselves
exclusively by sending questions by E-mail directly to the Company at the E-mail
address Hauptversammlung2020@lenzing.com.
Please note that reasonable time limits will be set by the Chairman during the
Annual General Meeting.
Notwithstanding the foregoing, shareholders are requested to submit all
questions in advance in text form by E-mail to the address
Hauptversammlung2020@lenzing.com in such manner that they reach the Company no
later than on the third business day before the Annual General Meeting, on
Monday, June 15, 2020.
This will enable the Management Board to prepare as accurately as possible and
to provide answers to your questions at the Annual General Meeting as quickly as
possible.
Please use the question form, which is available on the Company's website at
www.lenzing.com.
Further information and modalities for exercising the shareholders' right to
information pursuant to Section 118 of the Stock Corporation Act (AktG) will be
specified in the Participation Information.
4. Motions by shareholders at the General Meeting in accordance with Section 119
of the Stock Corporations Act
Any shareholder - irrespective of a specific shareholding - is entitled to
submit motions on any item on the agenda at the virtual General Meeting pursuant
to COVID-19-GesG und der COVID-19-GesV by its independent proxy.
The requirement for this is the proof of entitlement to participate in
accordance with item IV. of this invitation and the granting of a corresponding
power of attorney to the independent proxy in accordance with item V. of this
invitation.
Further information and modalities for the exercise of the shareholders' right
to submit motions in accordance with Section 119 Stock Corporation Act (AktG)
are set out in the Participation Information.
5. Information to shareholders regarding data processing
5.1 Which personal data of shareholders is processed and for what purposes?
Lenzing Aktiengesellschaft processes personal data of shareholders (in
particular those pursuant to Section 10a para 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 independent proxy) 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 Art 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.
5.2 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 independent
proxies pursuant to Section 3 para 4 COVID-19-GesV, 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.
5.3 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.
5.4 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 the E-mail address 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 Art77 GDPR.
5.5 Further information
Further information on data protection can be found in the data protection
declaration on the website of Lenzing Aktiengesellschaft www.lenzing.com under
menu items "Investors" and "General Meeting".
VII. Further information and references
Total number of shares and voting rights at the date of convocation
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. Thus, the total number
of shares entitled to participate and vote amounts to 26.550.000 at the date of
the convocation.
No physical presence
We would like to expressly point out once more that neither shareholders nor
guests will be personally admitted to the upcoming General Meeting as a virtual
General Meeting in accordance with COVID-19-GesV.
This document is published in German and in a non-binding English convenience
translation.
Lenzing, May 2020
The Management Board
Further inquiry note:
Stephan Trubrich, CFA
Vice President Capital Markets
Lenzing AG
Telefon: +43 676 7576378
E-Mail: s.trubrich@lenzing.com
end of announcement euro adhoc
--------------------------------------------------------------------------------issuer: Lenzing AG
A-4860 Lenzing
phone: +43 7672-701-0
FAX: +43 7672-96301
mail: office@lenzing.com
WWW: http://www.lenzing.com
ISIN: AT0000644505
indexes: ATX, WBI
stockmarkets: Wien
language: English
Original content of: Lenzing AG, transmitted by news aktuell