EQS-News: Andritz AG / Announcement of the Convening of the General
Meeting
ANDRITZ AG: Convening of the 116th Annual General Meeting
28.02.2023 / 07:30 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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We hereby invite our shareholders to attend the 116^th Annual General
Meeting of ANDRITZ AG, with headquarters in Graz, FN 50935 f, in the
Steiermarksaal at Grazer Congress, Schmiedgasse 2, 8010 Graz, on
Wednesday, March 29, 2023, at 10:30 a.m., time in Vienna.
I. AGENDA
1. Presentation of the Financial Statements including the Management
Report and Corporate Governance Report, the Consolidated Financial
Statements including the Consolidated Management Report, the Proposal
on the Allocation of Net Earnings and the Supervisory Board’s Report
for the 2022 business year.
2. Resolution on the use of the net earnings
3. Resolution on discharge of the Executive Board members for the 2022
business year
4. Resolution on discharge of the Supervisory Board members for the 2022
business year
5. Resolution on the remuneration for the Supervisory Board members for
the 2022 business year
6. Appointment of the auditor for the Financial Statements and
Consolidated Financial Statements for the 2023 business year
7. Resolution on the remuneration report
8. Resolution on authorizations for the Executive Board in connection
with the purchase and sale of treasury shares
Report by the Executive Board pursuant to § 65 (3) AktG in connection
with treasury shares and resolutions to authorize the Executive Board
to purchase treasury shares in accordance with the provisions of the
Austrian Stock Corporation Act (AktG) and the Austrian Stock Exchange
Act according to the provisions of § 65 (1) line 8 AktG for a period
of 30 months as from October 1, 2023 and to cancel these shares if
necessary, and to authorize the Executive Board to pass a resolution
to also sell the treasury shares with the consent of the Supervisory
Board in another way than through the stock exchange or a public
offering, excluding the subscription right of the shareholders, for a
period of five years after the resolution is passed
9. Resolution on amending Article 3 of the Articles of Association
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVIDING OF INFORMATION ON
THE WEB SITE
In particular, the following documents shall be available on the company’s
web site at [1]andritz.com as entered in the Companies Register not later
than March 8, 2023:
• Resolution proposals
• DOCUMENTS FOR ITEM 1 ON THE AGENDA
• Financial Report 2022
• Financial Statements 2022 of ANDRITZ AG
• Management Report incl. Consolidated Non-financial Statement
• Consolidated Corporate Governance Report 2022
• Proposal for use of the net earnings
• Report of the Supervisory Board
• DOCUMENTS FOR ITEM 7 ON THE AGENDA
• Remuneration report of ANDRITZ AG
• DOCUMENTS FOR ITEM 8 ON THE AGENDA
• Executive Board report on justification of exclusion of
subscription rights to agenda item 8 (Authorization of the
Executive Board in connection with the purchase and sale of
treasury shares)
• Form for granting a proxy
• Form for granting a proxy to a proxy holder
• Form for revoking a proxy
• Convening of the 116^th Annual General Meeting
III. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The right to participate in the Annual General Meeting and to exercise
voting and all other shareholders’ rights to be asserted at the Annual
General Meeting is conditional upon the shareholding at the end of the day
on March 19, 2023 (record date).
Only those who hold shares on this record date and can provide evidence of
this to the company are entitled to take part in the Annual General
Meeting.
A safe custody receipt pursuant to § 10a AktG to be received by the
company not later than March 24, 2023 (24:00 hrs, time in Vienna)
exclusively via one of the following communication channels at one of the
following addresses is required as evidence of the shareholding on the
record date.
• For submission of the safe custody receipt in writing, which is
sufficient according to Article 18 (3) of the Articles of Association
• by e-mail
[2]anmeldung.andritz@hauptversammlung.at
(safe custody receipts in PDF format please)
• For submission of the safe custody receipt in written form
• by mail or messenger service
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
• by SWIFT
GIBAATWGGMS
(message type MT589 or MT599, it is absolutely essential to state
ISIN AT0000730007 in the message text)
The shareholders are requested to contact their depositary bank and
arrange for a safe custody receipt to be issued and submitted.
The record date has no effect on the saleability of the shares and has no
bearing on dividend entitlement.
Safe custody receipt pursuant to § 10a AktG
The safe custody receipt must be issued by the depositary bank with
headquarters in a member state of the European Economic Area or a full
member of the OECD and must contain the following information:
• Information on the issuer: Name/company and address or code normally
used in communication between banks (SWIFT code)
• Information on the shareholder: Name/company, address, date of birth
of individuals, companies’ register and register number of legal
entities, as applicable
• Information on the shares: number of shares held by the shareholder,
ISIN AT0000730007
• Safe custody number or other designation
• Reference time of the safe custody receipt
The safe custody receipt as evidence of shareholding for the purpose of
participation in the Annual General Meeting must refer to the end of the
day on the record date March 19, 2023 (24:00 hrs, time in Vienna).
The safe custody receipt will be accepted in German or English.
Proof of identity
The shareholders and their proxy holders are requested to have valid
official photo ID available for identification purposes when registering.
If you are attending the Annual General Meeting as a proxy holder, please
also bring your proxy document with you as well as your official photo ID.
If the original proxy document has already been sent to the company,
access will be simpler if you have a copy of the proxy document with you.
ANDRITZ AG reserves the right to check the identity of persons attending
the meeting. If it is not possible to establish someone’s identity, this
person may be refused access.
IV. OPTION OF APPOINTING A PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED
Each shareholder who is entitled to participate in the Annual General
Meeting and has provided proof thereof to the company in accordance with
the regulations in item III of the present convening document is entitled
to appoint a proxy holder to take part in the Annual General Meeting on
behalf of the shareholder. This proxy holder shall have the same rights as
the shareholder she/he is representing.
The proxy must be granted to a specific person (individual or legal
entity) in writing [§ 13 (2) AktG]; it is also possible to grant a proxy
to several persons.
A proxy may be granted prior to or during the Annual General Meeting.
We offer the following communication channels and addresses for submission
of proxies:
• by mail or messenger service
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
• by e-mail
[3]anmeldung.andritz@hauptversammlung.at
(proxies in PDF format please)
The proxies must be received at one of the addresses mentioned above not
later than March 27, 2023, 04:00 p.m., time in Vienna, unless they are
submitted on the day of the Annual General Meeting at the entry and exit
checks to and from the Annual General Meeting.
A proxy form and a form for withdrawal of a proxy can be downloaded from
the company’s web site at [4]andritz.com. In the interests of smooth
handling, we kindly request that you always use the forms provided.
Details of the granting of a proxy, particularly the written form and
content, are provided in the proxy form available to the shareholders.
If the shareholder grants a proxy to her/his depositary bank (§ 10a AktG),
it is sufficient if this bank provides a statement that it has been
granted a proxy through the channels provided for submission thereof to
the company in addition to the safe custody receipt.
Shareholders can also exercise their rights at the Annual General Meeting
after having granted a proxy. If a shareholder attends the meeting
personally, any proxy granted beforehand shall be considered withdrawn.
The above regulations on the granting of a proxy apply mutatis mutandis to
withdrawal of the proxy.
Independent voting proxy holders
As a special service, shareholders have the option of having their voting
right exercised at the Annual General Meeting and according to their
instructions by Dr. Michael Knap as independent voting proxy holder; a
special proxy form for this purpose can be downloaded from the company’s
web site at [5]andritz.com.
Shareholders can also contact Dr. Michael Knap directly by phone +43 1 876
3343-30, or e-mail [6]knap.andritz@hauptversammlung.at
V. INFORMATION ON SHAREHOLDERS’ RIGHTS PURSUANT TO §§ 109, 110, 118 AND
119 AktG
1. Addition to the agenda by shareholders pursuant to § 109 AktG
Shareholders may request that additional items be added to the agenda of
this Annual General Meeting and announced if their aggregate holding
reaches 5% of the total shares and they have held these shares for at
least three months before submitting the request, provided that this
request is delivered in writing to the company by mail or messenger
service not later than March 8, 2023 (24:00 hrs, time in Vienna) and
addressed exclusively to ANDRITZ AG, att. Dr. Michael Buchbauer, Investor
Relations department, Stattegger Strasse 18, 8045 Graz, Austria.
Each agenda item requested in this way must include a resolution proposal
and state the reason for the request. Proof of shareholding must be
brought by submitting a safe custody receipt pursuant to § 10a AktG
confirming that the shareholders making the request have held the shares
for at least three months before submitting the request. This safe custody
receipt must not be more than seven days old at the time of submission to
the company.
Reference is made to the information on entitlement to participate (item
III) concerning the other requirements relating to the safe custody
receipt.
2. Resolution proposals for the agenda by shareholders pursuant to § 110
AktG
Shareholders may submit resolution proposals in writing, including the
reasons for the proposal, for any item on the agenda and request that
these proposals be made accessible together with the name of the
shareholder concerned, the reasons to be attached to the proposal and any
comments thereon by the Executive Board or the Supervisory Board on the
company’s web site as entered in the Companies’ Register if their
individual or aggregate holdings reach 1% of the total shares, provided
that this request is delivered to the company in writing either by mail,
messenger service or personally to ANDRITZ AG, att. Dr. Michael Buchbauer,
Investor Relations department, Stattegger Strasse 18, 8045 Graz, Austria,
or by e-mail to [7]michael.buchbauer@andritz.com not later than March 20,
2023 (24:00 hrs, time in Vienna), where the shareholders’ request in text
form is attached to the e-mail, for example as a PDF file.
Proof of shareholding must be brought by submitting a safe custody receipt
pursuant to § 10a AktG, which must not be more than seven days old at the
time of submission to the company. Reference is made to the information on
entitlement to participate (Item III) concerning the other requirements
relating to the safe custody receipt.
3. Shareholders’ right to information pursuant to § 118 AktG
Each shareholder shall, upon request, receive information at the Annual
General Meeting on matters concerning the company to the extent that such
information is necessary in order to properly evaluate an item on the
agenda. The obligation to provide information also extends to the legal
relationships between the company and an affiliated company and to the
situation within the group and the companies included in the Consolidated
Financial Statements.
Information may be denied if it would be deemed suitable according to
reasonable entrepreneurial judgment to cause significant harm to the
company or an associated company or if such disclosure would be liable to
prosecution.
As a general principle, requests for information at the Annual General
Meeting should be made verbally, but can also be submitted in writing.
In the interests of efficiency, questions to which the answers require
some time to prepare should be submitted to the Executive Board in writing
and in good time before the Annual General Meeting. The questions may be
sent to the company by e-mail to [8]michael.buchbauer@andritz.com.
4. Requests from shareholders at the Annual General Meeting pursuant to §
119 AktG
Each shareholder is entitled to table motions concerning any item on the
agenda at the Annual General Meeting regardless of shareholding. If
several motions are tabled concerning an item on the agenda, the Chairman
shall determine the order of the vote pursuant to § 119 (3) AktG.
5. Information on the web site
More information on these shareholders’ rights pursuant to §§ 109, 110,
118, and 119 AktG can be found on the company’s web site at
[9]andritz.com.
6. Information on shareholders’ data protection
ANDRITZ AG processes shareholders’ personal data (particularly data
pursuant to § 10a (2) AktG, which are name, address, date of birth, number
of the securities account, number of shares held, type of shares if
applicable, voting card number, as well as the name and date of birth of
the proxy holder(s) if applicable) on the basis of the data protection
regulations applying, in particular the European General Data Protection
Regulation (GDPR) and the Austrian Data Protection Act in order to enable
the shareholders to exercise their rights at the Annual General Meeting.
Processing of shareholders’ personal data is absolutely necessary if
shareholders and their proxy holders are to participate in the Annual
General Meeting pursuant to the Austrian Stock Corporation Act. The legal
basis for data processing is thus Section 6 (1) c) GDPR.
ANDRITZ AG is the processor. ANDRITZ AG uses external service companies,
such as notaries, attorneys, banks and IT service providers, for the
purposes of organizing the Annual General Meeting. These companies only
receive such personal data from ANDRITZ AG as are necessary to perform the
service ordered and process the data exclusively according to ANDRITZ AG’s
instructions. ANDRITZ AG has concluded data protection agreements with
these service companies to the extent required by law.
If a shareholder takes part in the Annual General Meeting, all of the
shareholders present or their proxy holders, the members of the Executive
and Supervisory Boards, the notary public and all other persons with a
legal right to participate can examine the list of participants (§ 117
AktG) and thus also access the personal data it contains (including name,
place of residence, and shareholding). In addition, ANDRITZ AG is under
legal obligation to submit shareholders’ personal data (in particular the
list of participants) to the Companies’ Register as part of the notarial
record (§ 120 AktG).
The shareholders’ data are rendered anonymous or deleted as soon as they
are no longer needed for the purposes for which they were collected and
processed and to the extent that there are no other legal obligations that
require these data to be stored. Obligations to verify and store data
result, in particular, from company, stock corporation and takeover law,
fiscal and tax legislation, and from anti-money laundering regulations. If
any legal claims are raised against ANDRITZ AG by shareholders or by
ANDRITZ AG against shareholders, storage of personal data is used in
individual cases to settle and enforce claims. In connection with legal
proceedings in civil courts, this can result in data being stored for the
duration of the limitation period plus the duration of the legal
proceedings until they are legally terminated.
Each shareholder has the right of access, rectification, restriction of
processing, objection, and deletion at any time concerning processing of
personal data as well as a right of data portability pursuant to Chapter
III of the GDPR. Shareholders can enforce these rights towards ANDRITZ AG
free of charge at the following e-mail address
[10]michael.buchbauer@andritz.com or using the following contact data:
ANDRITZ AG
Stattegger Strasse 18
A-8045 Graz
Fax: +43 316 6902-465
In addition, shareholders have the right to lodge a complaint with the
data protection supervisory authority pursuant to Article 77 of the GDPR.
Further information on data protection can be found in the Data Protection
Statement on the ANDRITZ AG web site at [11]andritz.com.
VI. FURTHER DETAILS AND INFORMATION
1. Total number of shares and voting rights
At the time of convening the Annual General Meeting, the company’s share
capital amounts to EUR 104,000,000.- divided into 104,000,000 shares
issued to bearers. Each share carries one vote.
At the time of convening the Annual General Meeting, the company holds
5,096,411 of its own shares. These shares do not carry any rights, also no
voting rights. Any change in the holding of the company’s own shares up to
the Annual General Meeting will be announced during the meeting. There are
not several different types of shares.
Graz, February 2023
The Executive Board
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28.02.2023 CET/CEST
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Language: English
Company: Andritz AG
Stattegger Straße 18
8045 Graz
Austria
Phone: +43 (0)316 6902-0
Fax: +43 (0)316 6902-415
E-mail: welcome@andritz.com
Internet: www.andritz.com
ISIN: AT0000730007
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1567331 28.02.2023 CET/CEST
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