EQS-AGM: AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 35th Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft

EQS-News: AGRANA Beteiligungs-Aktiengesellschaft / Announcement of the
   Convening of the General Meeting
   AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 35th Annual
   General Meeting of AGRANA Beteiligungs-Aktiengesellschaft

   10.06.2022 / 09:34
   Announcement of the Convening of the General Meeting, transmitted by EQS -
   a service of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

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   AGRANA Beteiligungs-Aktiengesellschaft
   Vienna, FN 99489 h
   ISIN AT000AGRANA3
   (“Company”)

   Convention of the 35th Annual General Meeting of
   AGRANA Beteiligungs-Aktiengesellschaft

   We would like to invite our shareholders to the
   35^th Annual General Meeting
   of AGRANA Beteiligungs-Aktiengesellschaft
   on Friday, July 08, 2022, at 11:00 o’clock,
   at Raiffeisen Forum, A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1.

   I. AGENDA

   1. Presentation of the annual financial statements including the
   Management Report and the Corporate Governance Report, the consolidated
   financial statements including the Group Management Report, the proposal
   for appropriation of profits, and the report of the Supervisory Board for
   the financial year 2021/2022

   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 2021/2022

   4. Resolution on the formal approval of the actions of the members of the
   Supervisory Board for the financial year 2021/2022

   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
   2022/2023

   7. Resolution on the Remuneration Report 2021/2022

   8. Elections to the Supervisory Board

   II. DOCUMENTS FOR THE GENERAL MEETING; PROVISION OF INFORMATION ON THE
   WEBSITE
   In particular, the following documents will be available on the Company’s
   website, entered in the commercial register, at
   www.agrana.com/en/ir/general-meeting no later than June 17, 2022:

   - Convening and agenda,

   - Information about the rights of the shareholders pursuant to §§ 109,
   110, 118 and 119 of the Austrian Stock Corporation Act (AktG),

   - Granting of proxy (template),

   - Granting of proxy IVA (template),

   - Revocation of proxy (template),

   - Proposed resolutions of the Management Board and the Supervisory Board
   for the 35^th Annual General Meeting,

   - Remuneration Report 2021/22 of the AGRANA Management Board and
   Supervisory Board,

   - Statements by the candidates for election to the Supervisory Board as
   mentioned in Agenda Item 8, pursuant to § 87 (2) of the Austrian Stock
   Corporation Act, including the candidates’ CVs,

   - Consolidated financial statements with combined management report for
   the financial year 2021/22 (Annual Report),

   - Annual financial statements of AGRANA Beteiligungs-AG for the financial
   year 2021/22 (Annual Financial Report),

   - Proposal for the appropriation of profits for the financial year
   2021/22,

   - Corporate Governance Report for the financial year 2021/22,

   - Report of the Supervisory Board for the financial year 2021/22.

   III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING
   The right to participate in the General Meeting and to exercise the voting
   right and any other rights of shareholders to be asserted in connection
   with the General Meeting is subject to the holding of shares as per the
   end of June 28, 2022 (record date).
   Only persons who are holding shares on the record date and provide
   evidence thereof have the right to participate in the General Meeting.
   For proof of the shareholding on the record date, a deposit confirmation
   pursuant to § 10a of the Austrian Stock Corporation Act must be presented,
   which must be received by the Company no later than July 05, 2022 (24:00
   o’clock, Vienna time), exclusively via and to any of the following
   communication channels and addresses:

   (i) for transmission of the deposit confirmation in text form as approved
   by § 13 (7) of the Articles of Association
   By fax: +43 (0)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)

   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
   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 General Meeting must refer to the end of the record date June 28, 2022
   (24:00 o’clock, Vienna time).
   The deposit confirmation will be accepted in German or English.

   Proof of identity
   For purposes of identification, the shareholders and their representatives
   are requested to hold a valid official photo identification card ready
   upon registration.
   If you wish to attend the General Meeting as a representative, please
   bring along your proxy in addition to your official photo ID. If the
   original of the proxy has already been sent to the Company, you will
   facilitate access by having a copy of the proxy with you.
   AGRANA Beteiligungs-Aktiengesellschaft reserves the right to determine the
   identity of the persons wishing to attend the meeting. If it is not
   possible to establish a person’s identity, admission may be refused.

   IV. OPTION OF APPOINTING A REPRESENTATIVE, AND PROCEDURE TO BE FOLLOWED
   Every shareholder who is entitled to participation in the General Meeting
   and has demonstrated this to the Company in accordance with the
   stipulations in Item III of the present Invitation has the right to
   appoint a representative to participate in the General Meeting on behalf
   and in the name of this shareholder, having the same rights as the
   shareholder whom the proxy represents.
   Proxy shall be granted to a specified person (an individual or an entity)
   in text form (§13 II of the Austrian Stock Corporation Act), whereby
   multiple persons may be authorized.
   Proxy can be granted both before and during the General Meeting.
   For the transmission of proxies, we offer the following communication
   channels and addresses:

   By post or messenger AGRANA Beteiligungs-Aktiengesellschaft
   c/o HV-Veranstaltungsservice GmbH
   A-8242 St. Lorenzen am Wechsel, Köppel 60
   By fax: +43 (0)1 8900 500 – 58
   By email to anmeldung.agrana@hauptversammlung.at
   (Proxies please in PDF format)
   By SWIFT GIBAATWGGMS
   For credit institutions (Message Type MT598 or MT599;
   ISIN AT000AGRANA3 must be indicated in the text)

   The proxies must arrive at one of the aforementioned addresses no later
   than July 07, 2022, 16:00 o’clock, unless they are handed over to the
   entrance and exit supervision at the General Meeting on the day of the
   General Meeting.
   Forms for granting and revocation of proxies can be downloaded from the
   Company’s website at www.agrana.com/en. In the interest of smooth
   handling, please always use the form sheets provided.
   Details concerning the proxy, in particular the text form and the contents
   of the proxy, can be found in the proxy form sheet provided to the
   shareholders.
   If the shareholder has granted proxy to his or her custodian credit
   institution (§ 10a of the Austrian Stock Corporation Act), it is
   sufficient for the latter to declare, in addition to the deposit
   confirmation and in the way prescribed for transmission of the same to the
   Company, that it has been granted proxy.
   Shareholders may personally exercise their rights at the General Meeting
   even after granting proxy. Personal appearance is deemed a revocation of
   any previously granted proxy.
   The above rules on granting of proxy shall apply mutatis mutandis to the
   revocation of the same.

   Independent representative for the exercise of voting rights
   As a special service to the shareholders, a representative from the
   Investor’s Association (Interessenverband für Anleger, IVA), A-1130
   Vienna, Feldmühlgasse 22, will be available as an independent voting proxy
   for the exercise of voting rights, subject to directives, at the General
   Meeting; a special proxy form sheet for this can be downloaded from the
   Company’s website at www.agrana.com/en. In addition, you may also contact
   Dr. Michael Knap from the IVA directly via phone +43 1 8763343–30, fax +43
   1 8763343–39, or email to michael.knap@iva.or.at.

   V. INFORMATION ABOUT THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109,
   110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT
   1. Extension of the Agenda by Shareholders Pursuant to § 109 of the
   Austrian Stock Corporation Act
   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 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
   17, 2022 (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 gertraud.woeber@agrana.com 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 may not
   have been issued more than seven days prior to the time of its submission
   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 III).

   2. Shareholders’ Proposed Resolutions Concerning the Agenda Pursuant to §
   110 of the Austrian Stock Corporation Act
   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 29, 2022 (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 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 explanatory statement, 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 § 87 (2) of the Austrian
   Stock Corporation Act takes the place of the rationale.

   Shareholder ownership must be demonstrated by presentation of a deposit
   confirmation pursuant to § 10a of the Austrian Stock Corporation Act,
   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 III).

   3. Disclosures Pursuant to § 110 (2) 2 in Conjunction with § 86 (7) and
   (9) of the Austrian Stock Corporation Act
   With regard to Agenda Item 8, “Elections to the Supervisory Board”, and
   the possible submission of an appropriate election proposal by
   shareholders pursuant to § 110 of the Austrian Stock Corporation Act, the
   Company provides the following information:
   At the end of the next Annual General Meeting, the term of office of all
   members of the Supervisory Board elected by the General Meeting expires.
   § 10 (1) of the Articles of Association of AGRANA
   Beteiligungs-Aktiengesellschaft stipulates that the Supervisory Board
   shall consist of no fewer than three and no more than eight members, to be
   elected by the General Meeting.
   § 86 (7) of the Austrian Stock Corporation Act is applicable to AGRANA
   Beteiligungs-Aktiengesellschaft.
   The Supervisory Board of AGRANA Beteiligungs-Aktiengesellschaft currently
   consists of eight members elected by the General Meeting (shareholder
   representatives) and four members delegated by the Works Council pursuant
   to § 110 of the Austrian Workers’ Compensation Act (ArbVG). Of the eight
   shareholder representatives, seven are male and one is female; of the four
   employee representatives, three are male and one is female.
   It is announced that the majority of the employee representatives have
   raised an objection pursuant to § 86 (9) of the Austrian Stock Corporation
   Act, so that the minimum shareholding requirement pursuant to § 86 (7) of
   the Austrian Stock Corporation Act will be met separately.
   When a shareholder submits a nomination for election, it should be noted
   that after the election of eight shareholder representatives on the
   Supervisory Board, at least two must be female in order to meet the
   minimum shareholding requirement pursuant to § 86 (7) of the Austrian
   Stock Corporation Act.

   4. Shareholders’ Right to Information Pursuant to § 118 of the Austrian
   Stock Corporation Act
   Every shareholder has the right to receive, upon request, information on
   the affairs of the Company during the Annual General Meeting, insofar as
   such information is necessary for the proper assessment of an 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 punishable
   under applicable law.
   As a matter of principle, requests for information must be presented
   orally to the General Meeting, but written requests are likewise accepted.

   In the interest of session economy, questions that necessitate longer
   preparation
   are requested to be sent to the Management Board, Attn. Ms. Dipl.-Ing.
   Mag. Gertraud Wöber, in text form in due time before the General Meeting.
   The questions can be sent to the Company by fax to +43 1 21137 12055 or by
   email to gertraud.woeber@agrana.com.

   5. Shareholder Motions at the Annual General Meeting Pursuant to § 119 of
   the Austrian Stock Corporation Act
   Each shareholder has the right – irrespective of any particular volume of
   shares held – to submit motions at the General Meeting regarding any item
   on the agenda.
   If more than one motion is submitted concerning any one item on the
   agenda, the Chair shall determine the order of the voting in accordance
   with § 119 (3) of the Austrian Stock Corporation Act.
   However, a shareholder motion for election of a member of the Supervisory
   Board requires timely submission of a resolution proposal pursuant to §
   110 of the Austrian Stock Corporation Act: Candidates for election to the
   Supervisory Board (Item 9 of the Agenda) can be nominated only by
   shareholders whose shares jointly amount to at least 1 % of the authorized
   capital. Such election proposals must reach the Company no later than June
   29, 2022, in the manner described above (Item V 2). Pursuant to § 87 (2)
   of the Austrian Stock Corporation Act, the statement of the nominated
   person about his or her professional qualifications, professional or
   comparable functions, and any circumstances that might cause concern for
   bias, must be annexed to each nomination proposal.
   Otherwise, the shareholder motion may not be considered when a member of
   the Supervisory Board is to be elected. The provisions of the minimum
   shareholding requirement pursuant to § 86 (7) of the Austrian Stock
   Corporation Act apply to AGRANA Beteiligungs-Aktiengesellschaft.

   6. Information on the Website
   Further information on these shareholder rights pursuant to §§ 109, 110,
   118 and 119 of the Austrian Stock Corporation Act is available on the
   Company’s website www.agrana.com/en or
   www.agrana.com/en/ir/general-meeting.

   7. Information on Protection of the Shareholders’ Data
   AGRANA Beteiligungs-Aktiengesellschaft takes data protection very
   seriously.
   Further information can be found in our data privacy policy at
   www.agrana.com/en/ir/general-meeting.

   VI. FURTHER INFORMATION AND NOTES

   1. Total Number of Shares and Voting Rights

   At the time of the convention of the Virtual General Meeting, the
   authorized capital of the Company amounts to € 113,531,274.76, divided
   into 62,488,976 no-par value bearer shares. Each share grants one vote at
   the Virtual General Meeting.

   The total number thus amounts to 62,488,976 voting rights at the time of
   the convention of the Virtual General Meeting. At the time of the
   convention of the General Meeting, the Company holds own shares neither
   directly nor indirectly.

   There is only one class of shares.

   2. Collection of the Voting Cards
   Admission for the collection of voting cards from 10:00 o’clock.

   Vienna, June 2022
   The Management Board

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   10.06.2022

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   Language: English
   Company:  AGRANA Beteiligungs-Aktiengesellschaft
             F.-W.-Raiffeisen-Platz 1
             A-1020 Wien
             Austria
   Phone:    +43-1-21137-0
   Fax:      +43-1-21137-12926
   E-mail:   investor.relations@agrana.com
   Internet: www.agrana.com
   ISIN:     AT000AGRANA3
   WKN:      A2NB37
   Listed:   Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
             Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
             (Official Market)


    
   End of News EQS News Service


   1371339  10.06.2022 

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