EANS-General Meeting: Flughafen Wien AG
Invitation to the General Meeting according to art. 107 para. 3 Companies Act
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
22.07.2021
Flughafen Wien Aktiengesellschaft
Schwechat, FN 42984m
ISIN AT00000VIE62
("Company")
Invitation to the 33rd Annual General Meeting of
Flughafen Wien Aktiengesellschaft
on Tuesday, 24 August 2021 at 10 a.m. Vienna time
Location of the Annual General Meeting in line with Section 106 (1)
of the Austrian Stock Corporation Act (hereafter "AktG") will be on the premises
of
Flughafen Wien Aktiengesellschaft in 1300 Vienna Airport, Office Park 4,
Verbindungsstrasse (Building 683).
I. HOLDING AS A VIRTUAL GENERAL MEETING
1. COVID-19 Company Law Act (COVID-19-GesG) and the Corporate Law COVID-19
Ordinance (COVID-19-GesV)
In order to protect shareholders and other participants, the Management Board
has resolved to take advantage of the legal regulations to hold a virtual annual
general meeting.
Accordingly, the Annual General Meeting of Flughafen Wien Aktiengesellschaft
will be held as a "virtual Annual General Meeting" on 24 August 2021 pursuant to
Section 1 Para. 2 COVID-19 Company Law Act, Federal Law Gazette I No. 16/2020 in
the version Federal Law Gazette I No. 156/2020 in connection with the Corporate
Law COVID-19 Ordinance - hereafter "COVID-19 Ordinance" - (Federal Law Gazette
II No. 140/2020 in the version Federal Law Gazette II No. 616/2020) taking
account of the interests of the company as well as those of the participants.
This means that after the decision of the Management Board shareholders and
their proxy holders (with exception of the special proxy holders pursuant to
Section 3 Para. 4 COVID-19 Ordinance) will not be able to be physically present
at the Annual General Meeting of Flughafen Wien Aktiengesellschaft to be held on
24 August 2021.
The virtual Annual General Meeting will take place in 1300 Wien-Flughafen,
Office Park 4, Verbindungsstrasse (Building 683) with the exclusive attendance
of the Chair of the Supervisory Board, the Members of the Management Board, the
certified public notary and the four special proxy holders nominated by the
Company.
Holding the Annual General Meeting of Flughafen Wien Aktiengesellschaft as a
virtual Annual General Meeting in line with the COVID-19 Ordinance has resulted
in modifications to the procedures at the Annual General Meeting as well in how
shareholders may exercise their rights.
Voting rights, the right to propose motions and the right to raise objections
can only be exercised exclusively via proxy authorisation and instructions given
to one of the special proxy holders proposed by the Company pursuant to Section
3 Para. 4 COVID-19 Ordinance.
The right to obtain information can be exercised by shareholders during the
virtual Annual General Meeting by way of electronic communications i.e.
exclusively in writing via e-mail sent directly to the e-mail address
fragen.flughafenwien@hauptversammlung.at of the Company provided that the
shareholders have transmitted a depositary confirmation pursuant to Section 10a
AktG and point IV. and have authorized a special proxy holder pursuant to point
V.
2. Webcast of the Annual General Meeting
Pursuant to Section 3 Para. 1, 2 and 4 COVID-19 Ordinance in connection with
Section 102 Para. 4 AktG, the Annual General Meeting will be entirely broadcast
on the Internet as a Webcast in real time.
This is permissible in terms of data protection regulations, in the light of the
legal foundation provided by Section 3 Para. 1, 2 and 4 COVID-19 Ordinance.
All shareholders of the Company can follow the Annual General Meeting live on
the Internet starting at 10 a.m., Vienna time, on 24 August 2021 by using the
appropriate technical equipment (e.g. computer, laptop, tablet or smartphone and
an internet connection with sufficient bandwidth to stream videos) at
www.viennaairport.com as a virtual Annual General Meeting. It is not required to
register or log in in order to follow the Annual General Meeting.
Due to the broadcasting of the Annual General Meeting of the Company on the
Internet, all shareholders who wish to do so have the possibility to follow the
proceedings of the Annual General Meeting in real time thanks to this acoustic
and visual one-way connection and to follow the presentation of the Management
Board, the responses to questions posed by shareholders and the voting
procedure.
Reference is made to the fact that the live transmission as a virtual Annual
General Meeting does not enable any remote participation (Section 102 Para. 3
(2) AktG) nor does it allow for remote voting (Section 102 Para. 3 (3) AktG and
Section 126 AktG), and that the transmission on the Internet does not allow for
a two-way connection. The shareholder can therefore only follow the progress of
the Annual General Meeting.
Reference is also made to the fact that the Company is only responsible for the
use of technical means of communications inasmuch as this can be attributed to
the Company's sphere of responsibility (§ 2 Abs 6 COVID-19 Ordinance).
In addition, reference is made to the Information on the Organisational and
Technical Prerequisites for participating in the Annual General Meeting pursuant
to Section 3 Para. 3 in connection with Section 2 Para. 4 COVID-19 Ordinance
("Information on Participation").
II. AGENDA
1. Presentation of the annual financial statements and Management Report, the
Corporate Governance Report, the consolidated financial statements
including the Group Management Report, the resolution on the appropriation
of the net profit and the Report of the Supervisory Board on the 2020
financial year
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge of the members of the Management Board for the
2020 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the
2020 financial year
5. Election of the auditor for the annual financial statements and
consolidated financial statements for the 2021 financial year
6. Resolution on the Remuneration Report
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON
THE COMPANY WEBSITE
In particular, the following documents will be available on the Website of the
Company as entered into the Commercial Register at www.viennaairport.com no
later than 3 August 2021 pursuant to Section 108 Para. 3 and 4 AktG:
* Information on the Organisational and Technical Prerequisites for
Participation pursuant to Section 3 Para. 3 in connection with Section 2 Para. 4
COVID-19 Ordinance ("Information on Participation")
* Annual Financial Report 2020, containing: Annual financial statements and
Management Report, along with the Non-Financial Declaration, Consolidated
financial statements and Group Management Report,
* Consolidated Corporate Governance Report,
* Proposal for the appropriation of the net profit,
* Report of the Supervisory Board,
all with respect to the 2020 financial year;
* Proposals for resolutions on items 2-6 of the agenda,
* Remuneration Report
* Proxy authorisation form for the special proxy holders pursuant to Section 3
Para. 4 COVID-19 Ordinance
* Question form,
* Revocation of proxy form,
* Complete text of this invitation to the Annual General Meeting.
IV. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING
Eligibility to participate in the virtual Annual General Meeting and to exercise
voting rights and other shareholder rights that can be exercised at this virtual
Annual General Meeting pursuant to the COVID-19 Company Law Act and the COVID-10
Ordinance based on the shareholding at the end of day on 14 August 2021 (record
date to provide proof of shareholding).
A person is only eligible to participate in the virtual Annual General Meeting
pursuant to the COVID-19 Company Law Act and the COVID-10 Ordinance if he/she is
a shareholder on this record date and is able to supply sufficient proof of this
status to the Company.
Proof of the shareholding must be provided by a depository confirmation as
stipulated in Section 10a AktG. This confirmation must be sent to the Company no
later than 19 August 2021 (12 p.m. midnight, CEST, local Vienna time)
exclusively via one of the following communication channels and addresses:
(i) for transmitting the depositary confirmation in text form, which is
sufficient pursuant to Section 12 Para. 2 Articles of Association
Per e-mail
anmeldung.flughafenwien@hauptversammlung.at
(please submit the depositary confirmation as a PDF file)
Per fax +43 (0) 1 8900 500 - 88
(ii) for transmitting the depositary confirmation in written form
Per mail or messenger
Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
Per SWIFT
GIBAATWGGMS
(Message type MT598 or MT599; the text must include
ISIN AT00000VIE62)
Appointing a special proxy holder and the right of shareholders to obtain
information cannot be done effectively without a depositary confirmation being
received by the Company in a timely manner.
Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a depositary confirmation.
The record date has no effect on the saleability of the shares and has no
bearing on dividend rights.
Depositary confirmation pursuant to Section 10a AktG
The depository confirmation must be issued by a depository institution which
maintains its registered offices in a member state of the European Economic Area
or in a full member state of the OECD and must include the following information
(Section 10a Para. 2 AktG):
* Information on the issuer: name/company and address or a code commonly used in
business transactions between financial institutions (SWIFT-code),
* Information on the shareholder: name/company, address, date of birth for
natural persons, and if applicable, register and registration number for legal
persons,
* Information on the shares: number of shares held by the shareholder, ISIN
AT00000VIE62 (customary international securities identification number)
* Depository number, share account number or other designation,
* Date or period covered by the depository confirmation
The depository confirmation to verify the shareholding as the basis for
participation in the Annual General Meeting must relate to the end of the record
date for the proof of shareholding, i.e. 14 August 2021 (12 p.m. midnight, CEST,
local Vienna time).
The depository confirmation will be accepted if it is submitted in German or
English.
V. AUTHORISATION OF A SPECIAL PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED
Every shareholder entitled to participate in the Annual General Meeting pursuant
to the COVID-19 Company Law Act and the COVID-19 Ordinance and who has provided
sufficient proof to the Company as described in point IV of this invitation has
the right to appoint and authorise a special proxy holder.
Proposing a motion, submitting votes and raising objections at the virtual
Annual General Meeting of Flughafen Wien Aktiengesellschaft on 24 August 2021
can only be exercised via one of the special proxies pursuant to Section 3 Para.
4 COVID-19 Ordinance.
The following special proxy holders who are suitable and independent of the
Company are proposed:
(i) Dipl.-Volkswirt, Dipl.-Jurist Florian Beckermann, LL.M.
c/o Austrian Shareholder Association (Interessenverband für Anleger, IVA)
Feldmühlgasse 22, 1130 Vienna, Austria
E-mail: beckermann.flughafenwien@hauptversammlung.at
(ii) Mr. Paul Fussenegger, attorney-at-law
Rotenturmstraße 12/6, 1010 Vienna, Austria
E-mail: fussenegger.flughafenwien@hauptversammlung.at
(iii) Mr. Ewald Oberhammer, attorney-at-law
c/o Oberhammer Rechtsanwälte GmbH
Karlsplatz 3/1, 1010 Vienna, Austria
E-mail: oberhammer.flughafenwien@hauptversammlung.at
(iv) Mag. Gernot Wilfling, attorney-at-law
c/o Müller Partner Rechtsanwälte GmbH
Rockhgasse 6, 1010 Vienna, Austria
E-mail: wilfling.flughafenwien@hauptversammlung.at
Every shareholder can choose one of the four above-mentioned individuals to
serve as his or her special proxy holder and confer proxy authorisation on this
special proxy.
In order to grant authorisation to the special proxies, a separate proxy
authorisation form can be downloaded on the Website of the Company at
www.viennaairport.com starting no later than 3 August 2021. It is expressly
requested to use this proxy authorisation form.
The rules contained in the Information on Participation for conferring
authorisation on proxies, the stipulated means of conveying authorisation and
relevant deadlines must be complied with.
The possibility to personally confer proxy authorisation at the location of the
Annual General Meeting is expressly excluded.
VI. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110,
118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda by shareholders pursuant to Section 109 AktG
Shareholders whose own or combined total shareholding equals 5% or more of the
Company's share capital and who have held these shares for at least three months
prior to the filing of their proposal can request in writing that additional
items be put on the agenda of this Annual General Meeting and made publicly
known, if this request is submitted to the Company in writing by mail or
messenger no later than 3 August 2021 (12 p.m. midnight, CEST, local Vienna
time) exclusively at the address Flughafen Wien AG, Mr. Wolfgang Köberl, General
Secretariat, A-1300 Vienna Airport or, if by e-mail, with qualified electronic
signature to the e-mail address anmeldung.flughafenwien@hauptversammlung.at or
via SWIFT to the address GIBAATWGGMS. "Written form" means genuine signature or
signed and with the company's official mark of the proposer or, if by e-mail,
with qualified electronic signature or, if by transmission via SWIFT, with
message type MT598 or MT599 and mandatory inclusion of ISIN AT00000VIE62 in the
text.
Each item submitted for the agenda in this manner must include a proposed
resolution together with a statement explaining the reasons for such a proposal.
In any case, the item on the agenda and the proposed resolution, but not the
statement explaining the reasons for this proposal, must be formulated and
submitted in German. Proof of the status as a shareholder must be provided by
depository confirmation as stipulated in Section 10a AktG. This confirmation
must verify that the shareholders filing the motion have held these shares for
at least three months prior to the proposal and may not be older than seven days
when it is submitted to the Company. Several depositary confirmations for shares
which together comprise a shareholding of more than 5% in the Company must refer
to the same point in time (day, time).
Further requirements for depository confirmation are listed under the section on
the right to participate (point IV. contained in this invitation).
2. Draft resolutions on agenda items submitted by shareholders pursuant to
Section 110 AktG
Shareholders whose total shareholding equals 1% or more of the Company's share
capital may submit written proposals for resolutions including a statement
explaining the reasons for the proposals relating to any item on the agenda of
this Annual General Meeting and require that these proposals, together with the
names of the affected shareholders, the statement explaining the reasons and any
statement by the Management Board or Supervisory Board, be published on the
Website of the Company as entered into the Commercial Register, if this request
is submitted to the Company in writing no later than 13 August 2021 (12 p.m.
midnight, CEST, local Vienna time) either by fax at +43 (0) 1 7007 - 23622 or
per mail to the address Flughafen Wien AG, Mr. Wolfgang Köberl, General
Secretariat, A-1300 Vienna Airport, or per e-mail at
fwag-hauptversammlung@viennaairport.com, whereby the written request must be
attached to the e-mail, e.g. as a PDF file. In light of the fact that the
statements must be submitted in written form pursuant to Section 13 Para 2 AktG,
the statement must be made in a document or in a different manner of written
characters suitable for the permanent reproduction of the lettering, and include
the identity of the person making the statement, with the conclusion of the
document containing a reproduction of the person's signature or by other means.
The proposed resolution, but not the statement explaining the reasons for this
proposal, must be formulated and submitted in German.
Proof of the status as a shareholder must be provided by depository confirmation
as stipulated in Section 10a AktG provided that this confirmation is not more
than seven days old when it is submitted to the Company. Several depositary
confirmations for shares which together comprise a shareholding of more than 1%
in the Company must refer to the same point in time (day, time).
Further requirements for depository confirmation are listed under the section on
the right to participate (point IV. of this invitation).
3. The right of shareholders to obtain information pursuant to Section 118 AktG
On request, every shareholder must be provided with information concerning the
business matters of the Company at the Annual General Meeting, if this
information is necessary to enable the shareholder to properly evaluate any item
on the agenda. This obligation to provide information also covers the Company's
legal relations with an associated company as well as the status of the Group
and companies included in the consolidated financial statements.
This request for information may be refused if, according to sound business
judgment, it could result in significant damage to the Company or a subsidiary,
or if the provision of this information would comprise a criminal offense
punishable under law.
Precondition for the exercise of the right of shareholders to obtain information
is the proof of eligibility for participation (point IV. of the invitation) and
the granting of an appropriate authorization to a special proxy holder pursuant
to point V.
It is expressly pointed out that the right to obtain information and the right
to speak during the virtual Annual General Meeting on the part of shareholders
themselves can only be exercised by directly transmitting the questions or the
statement in writing to the Company per e-mail at the address
fragen.flughafenwien@hauptversammlung.at.
Shareholders are requested to convey all questions in writing per e-mail in
advance to the address fragen.flughafenwien@hauptversammlung.at and do so in a
timely manner so that the questions are received by the Company no later than on
the third working day before the Annual General Meeting, which is 19 August
2021. This provides for the organisation of an efficient session in the interest
of all participants of the Annual General Meeting, especially for questions that
need longer preparation time.
In turn, this will allow the Management Board to make precise preparations and
quickly respond to the questions posed by you.
Please make use of the question form which is accessible on the Website of the
Company at www.viennaairport.com. If this question form is not used, then the
person (name/company, date of birth/companies' register number of the
shareholder) must be named in the respective e-mail. To enable the Company to
check identity and consistency with the depositary confirmation, we ask you to
also state your depository account number in the e-mail.
Please note that appropriate time limitations may be specified by the
chairperson of the Annual General Meeting.
More detailed information and the modalities of exercising the shareholders'
right to obtain information pursuant to Section 118 AktG are included in the
Information on Participation.
4. Proposing motions at the Annual General Meeting pursuant to Section 119 AktG
Every shareholder, regardless of the extent of shareholding, is entitled to
bring forward motions through his or her special proxy holder in respect to each
item on the agenda at the virtual Annual General Meeting pursuant to the COVID-
19 Company Law Act and the COVID-10 Ordinance.
The point in time until which instructions for the proposal of motions to the
special proxy holders are possible will be determined by the chairperson in
course of the virtual Annual General Meeting.
This right to bring forward a motion is contingent upon proof of the right to
participate in the Annual General Meeting as stipulated in point IV. of this
invitation and the granting of a corresponding authorisation to a special proxy
holder in line with point V. of this invitation.
More detailed information and the modalities of exercising the shareholders'
right to propose motions pursuant to Section 119 AktG are included in the
Information on Participation.
5. Information on data protection for shareholders
Flughafen Wien Aktiengesellschaft takes data protection very seriously. More
information on data protection is available in our Data Protection Policy at
www.viennaairport.com/dataprotection.
VII. FURTHER DISCLOSURES AND INFORMATION
Total number of shares and voting rights
The share capital of the company totalled EUR 152,670,000 at the time this
invitation to the Annual General Meeting was issued. The share capital was
divided into 84,000,000 non-par value bearer shares. Each share carries one
voting right in the virtual Annual General Meeting. The company held a total of
125,319 own shares (treasury shares) as at 16 July 2021. These shares do not
confer any rights, including voting rights. Any change in the number of own
shares held by the Company up until the Annual General Meeting and thus the
total number of voting rights will be announced at the Annual General Meeting.
No other class of shares exist.
No physical attendance
We would like to once again bring to your attention the fact that neither
shareholders nor guests will be allowed to come to the event venue of the
upcoming Annual General Meeting held as a virtual Annual General Meeting
pursuant to the COVID-19 Ordinance.
Schwechat, July 2021
The Management Board
Further inquiry note:
Flughafen Wien AG
Investor Relations
+43 1 7007-23126
investor-relations@viennaairport.com
end of announcement euro adhoc
--------------------------------------------------------------------------------issuer: Flughafen Wien AG
Postfach 1
A-1300 Wien-Flughafen
phone: +43 1 7007 - 23126
FAX: +43 1 7007 - 23806
mail: investor-relations@viennaairport.com
WWW: http://viennaairport.com/unternehmen/investor_relations
ISIN: AT00000VIE62
indexes:
stockmarkets: Wien
language: English
Original-Content von: Flughafen Wien AG, übermittelt durch news aktuell