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EQS-AGM: PIERER Mobility AG: Invitation to the 26th Annual General Meeting
EQS-News: PIERER Mobility AG / Announcement of the Convening of the
General Meeting
PIERER Mobility AG: Invitation to the 26th Annual General Meeting
24.03.2023 / 10:22 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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PIERER Mobility AG
FN 78112 x
with its registered office in Wels
ISIN: AT0000KTMI02
Invitation to the
26^th Annual General Meeting
to be held on Friday, April 21, 2023 at 10:00 a.m. (CET)
in the House of Brands, Gewerbegebiet Nord 20, 5222 Munderfing
I. AGENDA
1. Presentation of the approved annual financial statements and the
management report of the Executive Board as well as the consolidated
financial statements, the consolidated management report, the corporate
governance report and the proposal for the appropriation of profits for
the 2022 financial year, together with the report of the Supervisory Board
on the 2022 financial year.
2. Resolution on the appropriation of the balance sheet profit shown in
the annual financial statements at December 31, 2022.
3. Resolution on the discharge of the members of the Executive Board for
the 2022 financial year.
4. Resolution on the discharge of the members of the Supervisory Board for
the 2022 financial year.
5. Resolution on the determination of the remuneration of the members of
the Supervisory Board for the 2022 financial year.
6. Resolution on the remuneration report.
7. Election of the auditor and group auditor for the 2023 financial year.
8. Resolution on the amendment of the articles of association in § 3
(Publications).
9. Resolution on the amendment of the articles of association in § 6
(Executive Board – Composition, Representation, Management).
10. Elections to the Supervisory Board.
11. Resolution on the authorization of the Executive Board to issue
financial instruments within the meaning of § 174 of the Austrian Stock
Corporation Act (AktG), in particular convertible bonds, participating
bonds and profit participation rights, which may also grant subscription
and/or conversion rights to the acquisition of shares in the company, also
with the full or partial exclusion of shareholders’ subscription rights to
the financial instruments.
12. Resolution on the cancellation of the Conditional Capital pursuant to
§ 159 para. 2 no. 1 of the Austrian Stock Corporation Act (AktG) as per
the resolution of the Annual General Meeting of April 27, 2017, resolution
on the conditional increase of the share capital of the company pursuant
to § 159 para. 2 no. 1 of the Austrian Stock Corporation Act (AktG) for
the issuance to creditors of financial instruments pursuant to § 174 of
the Austrian Stock Corporation Act (AktG) as well as the corresponding
amendment of the articles of association in § 5a (Contingent Capital).
13. a. Resolution on the authorization to acquire treasury shares pursuant
to § 65 para. 1 no. 8 of the Austrian Stock Corporation Act (AktG) and for
the redemption of shares.
13. b. Resolution on the authorization pursuant to § 65 para. 1b of the
Austrian Stock Corporation Act (AktG) for another type of sale of treasury
shares also excluding the general purchase option of shareholders
("exclusion of subscription rights").
II. DOCUMENTS FOR THE GENERAL MEETING, AVAILABILITY OF INFORMATION ON THE
HOMEPAGE
The following documents will be available on the internet by no later than
31.03.2023 at [1]www.pierermobility.com under Investor Relations / General
Meeting:
• Proposed resolutions regarding the agenda items 2. – 13.
• Documents as listed in agenda item 1.
• Remuneration report.
• Proposal of Pierer Bajaj AG pursuant to § 86 para. 4 no. 2 of the
Austrian Stock Corporation Act (AktG).
• Declarations received in accordance with § 87 para. 2 of the Austrian
Stock Corporation Act (AktG) for agenda item 10.
• Articles of association showing the changes.
• Report of the Executive Board on agenda items 11 and 12.
• Report of the Executive Board on agenda item 13.
• Form for granting a power of attorney pursuant to § 114 of the
Austrian Stock Corporation Act (AktG).
• Form for granting a power of attorney and instructions to an
independent proxy holder (IVA).
• Forms for revoking a power of attorney pursuant to § 114 of the
Austrian Stock Corporation Act (AktG).
• Information on shareholders’ rights pursuant to §§ 109, 110, 118 and
119 of the Austrian Stock Corporation Act (AktG).
• Full text of this convocation.
III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING
The entitlement to participate in the general meeting and to exercise the
voting right and other shareholder rights to be asserted during the course
of the general meeting is based on the shareholding at the end of the
tenth day prior to the date of the general meeting, i.e. the shareholding
on Tuesday, 11.04.2023, midnight (CET) (record date).
Only persons who are shareholders on this date and who provide evidence of
this to the company are entitled to participate in the virtual general
meeting.
Bearer shares held in custody:
In the case of bearer shares held in custody, a safe custody receipt
pursuant to § 10a of the Austrian Stock Corporation Act (AktG) shall
suffice as evidence of share ownership on the record date, and this must
be received by the company no later than 18.04.2023 exclusively at one of
the addresses listed below:
By fax: +43 (0) 1/8900-500-50
Per mail: PIERER Mobility AG
FAO Ms. Mag. Michaela Friepeß
Edisonstraße 1, 4600 Wels, Upper Austria
per E-Mail: [2][email protected], whereby the
safe custody receipt must be attached to the e-mail, for example as a PDF
file.
per SWIFT: GIBAATWGGMS; Message Type MT598 or MT599, it is essential to
specify ISIN AT0000KTMI02 in the text
Link to the creation of a safe custody receipt according to § 10a of the
Austrian Stock Corporation Act (AktG) (only for custodian banks):
[3]https://www.hauptversammlung.at/_hvatnew/coh.php?hv=5574&lang=e
Safe custody receipt pursuant to § 10a of the Austrian Stock Corporation
Act (AktG):
The safe custody receipt must be issued by the custodian bank with its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and must contain the following information:
• information about the issuer: name/company name and address or a code
commonly used in transactions between banks (SWIFT code),
• information about the shareholder: name/company name, address, date of
birth in the case of natural persons, register and register number in
the case of legal entities, if applicable,
• information about the shares: number of shares (ISIN AT0000KTMI02) of
the shareholder,
• securities account number or other designation,
• time/period to which the safe custody receipt relates.
The safe custody receipt as evidence of the shareholding for participation
in the general meeting must refer to the above-mentioned record date
11.04.2023, midnight (CET).
The safe custody receipt will be accepted in German or English.
Shareholders are requested to contact their custodian bank and arrange the
issue and transmission of a safe custody receipt. Shareholders will not be
blocked by registering for the general meeting or by sending a safe
custody receipt; shareholders may therefore continue to freely dispose of
their shares even after registering or sending a safe custody receipt.
Safe custody receipts from investment firms (Wertpapierfirma) within the
meaning of the Austrian Securities Companies Act (Wertpapierfirmengesetz)
authorised to hold and manage securities will also be accepted.
Proof of identity:
Shareholders and their proxies are requested to have a valid official
photo ID ready for identification at registration. If you come to the
Annual General Meeting as a proxy, please take the power of attorney with
you in addition to the official photo ID. If the original of the power of
attorney has already been sent to the company, you will facilitate
admission if you present a copy of the power of attorney. The company
reserves the right to verify the identity of persons attending the
meeting. If it is not possible to establish the identity, admission may be
refused.
IV. REPRESENTATION THROUGH PROXY HOLDERS
Each shareholder who is entitled to participate in the general meeting and
who has proven this to the Company in accordance with the stipulations in
this convening notice, item III, has the right to appoint a representative
who will participate in the general meeting on behalf of the shareholder
and who will have the same rights as the shareholder he/she represents and
shall have the same rights as the shareholder whom he/she represents.
The proxy must be granted to a specific person (a natural person or a
legal entity) in text form (§ 13 para 2 of the Austrian Stock Corporation
Act (AktG)), whereby several persons may also be authorized.
The granting of a proxy is possible both before and during the general
meeting.
The proxy must be received by the company exclusively at one of the
following addresses:
By fax: +43 (0) 1/8900-500-50
Per mail: PIERER Mobility AG
FAO Ms. Mag. Michaela Friepeß
Edisonstraße 1, 4600 Wels, Upper Austria
per E-Mail: [4][email protected], whereby the
power of attorney must be attached to the e-mail, for example as a PDF
file.
per SWIFT: GIBAATWGGMS; Message Type MT598 or MT599, it is essential to
specify ISIN AT0000KTMI02 in the text
Personally: at registration for the Annual General Meeting at the place of
the meeting
Unless the proxy is delivered in person at the registration desk on the
day of the Annual General Meeting, the proxy must be received by the
company no later than 4:00 p.m. on 19.04.2023.
A proxy form and a form for revoking the proxy are available on the
company's website at
[5]www.pierermobility.com/en/investor-relations/general-meeting. It is
requested to use the forms provided.
Details on the authorization, in particular on the text form and the
content of the proxy, can be found in the proxy form provided to the
shareholders.
The above provisions on the granting of proxy apply mutatis mutandis to
the revocation of the proxy.
If a shareholder has granted a proxy to his custodian bank, it shall be
sufficient if the latter, in addition to the deposit confirmation, issues
a declaration that it has been granted a proxy.
Shareholders may exercise their rights in person at the general meeting
even after granting a proxy. Appearance in person shall be deemed a
revocation of a previously granted proxy.
Independent proxy
As a special service, a representative of the Austrian Shareholders'
Association (IVA), Feldmühlgasse 22, 1130 Vienna, is available to
shareholders as an independent proxy to exercise voting rights at the
Annual General Meeting in accordance with instructions; a special proxy
form is available for this purpose on the company's website at
[6]www.pierermobility.com/en/investor-relations/general-meeting. In
addition, it is possible to contact Dr. Michael Knap of the IVA directly
by phone +43-1-8763343-30, fax +43-1-8763343-39 or by e-mail
[7][email protected].
In case of proxy granted to IVA, Dr. Michael Knap will exercise the voting
right exclusively on the basis of the instructions given by the
shareholder, which can be ticked on the special proxy form. If no
instructions are ticked, the proxy will vote in favor of the resolutions
proposed by the Executive Board and the Supervisory Board. Please note
that the proxy will not accept instructions to speak, to object to
resolutions of the Annual General Meeting or to ask questions or propose
motions.
V. REFERENCE TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO §§ 109, 110, 118
AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT
Additions to the agenda pursuant to § 109 Austrian Stock Corporation Act
(AktG):
Shareholders who individually or jointly hold shares which amount to at
least 5% of the share capital, and who have held these shares for at least
three months prior to making this request, are entitled to submit a
request in written form in order to add additional items to the agenda of
this general meeting and be published, provided that the request is
received by the company no later than 31.03.2023 (midnight, Vienna time),
exclusively at the address Edisonstraße 1, 4600 Wels, FAO Ms. Mag.
Michaela Friepeß. The application must be submitted to the company in
written form, i.e. by enclosing a signature in a legally binding manner.
Each agenda item must include a proposal for a resolution and a statement
of reasons. For bearer shares held in safe custody, the submission of a
safe custody receipt pursuant to § 10a of the Austrian Stock Corporation
Act (AktG) confirming that the applying shareholders have been the holders
of the shares for at least three months prior to the submission of the
application and which must not be older than seven days at the time of
submission to the Company shall suffice as evidence of the shareholding.
With regard to the other requirements for the safe custody receipt, please
refer to the statements made on the right to participate (item III of this
convening notice).
Proposed resolutions on the agenda pursuant to § 110 Austrian Stock
Corporation Act:
Shareholders whose shares together amount to 1% of the share capital may
submit proposals for resolutions on any item on the agenda in text form,
together with a statement of reasons, and may request that these
proposals, together with the names of the shareholders concerned, the
statement of reasons to be attached and any statement by the Executive
Board or the Supervisory Board, be made available on the company's
website, provided that this request is made in text form no later than
12.04.2023 (midnight, Vienna time), either by fax to +43 (0)
1/8900-500-50, by mail to PIERER Mobility AG, Edisonstraße 1, 4600 Wels,
Upper Austria, FAO Ms. Mag. Michaela Friepeß, or by e-mail to
[8][email protected], whereby the request must
be attached to the e-mail in text form, for example as a PDF.
In the case of a proposal for the election of a Supervisory Board member,
the statement of the proposed person pursuant to § 87 para. 2 Austrian
Stock Corporation Act (AktG) shall take the place of the statement of
reasons. Any election proposals must be received by the company in the
manner specified above no later than 12.04.2023 (seventh working day prior
to the annual general meeting). Each nomination must be accompanied by a
declaration pursuant to § 87 para. 2 Austrian Stock Corporation Act (AktG)
of the proposed person's professional qualifications, professional or
comparable functions and any circumstances that could give rise to concern
about partiality. Pursuant to § 87 para. 6 Austrian Stock Corporation Act
(AktG), the proposals for the election of Supervisory Board members
together with the declarations pursuant to § 87 para. 2 of the Austrian
Stock Corporation Act (AktG) for each proposed person must be published on
the company's website no later than on the fifth working day prior to the
annual general meeting (i.e. on 14.04.2023), otherwise the person in
question may not be included in the election.
It must be clearly expressed that the intention of the shareholders is to
inform not only the company, but also their fellow shareholders in advance
of an intended motion and its reasons via the company's website. In case
of bearer shares deposited with a custodian, the presentation of a safe
custody receipt pursuant to § 10a of the Austrian Stock Corporation Act
(AktG) shall suffice as proof of the shareholder status for exercising
this shareholder right; such receipt shall not be older than seven days at
the time of its presentation to the company. The proposed resolution must
relate to a specific agenda item. It must be substantiated and must not
lead to a resolution of the general meeting that contravenes the law or
the articles of association. The proposed resolution must also not be
published on the website if, among other things, it contains an insult (§
115 of the Austrian Criminal Code) or similar. With regard to the other
requirements for the safe custody receipt, please refer to the statements
made on the right to participate (item III of this convening notice).
Right to information pursuant to § 118 Austrian Stock Corporation Act:
Information on matters concerning the company is to be given to every
shareholder on demand at the general meeting, insofar as such information
is necessary for the factual assessment of an item on the agenda. The duty
to provide information also extends to the company's legal and business
relationships with an affiliated company as well as to the position of the
Group and the companies included in the consolidated financial statements.
Information need not be provided if, according to reasonable commercial
judgment, it is of a nature that may cause substantial harm to the company
or an affiliated company, or if providing it would be a criminal offense.
Further, information need not be provided where it has been constantly
available in question-and-answer form on the company’s website for at
least seven days before the start of the general meeting.
Shareholders are requested to submit all questions in advance in text form
by e-mail to the address [9][email protected] in
good time for them to reach the company no later than 19.04.2023. This
will enable the Executive Board to prepare as accurately as possible and
to respond quickly to the raised questions.
Right to propose motions pursuant to § 119 Austrian Stock Corporation Act
(AktG):
Every shareholder is entitled to submit motions at the Annual General
Meeting on any item on the agenda. The prerequisite for this is proof of
the right to participate in accordance with item III. of this convening
notice. If there are several motions on one item of the agenda, the
chairman shall determine the order of voting in accordance with § 119
para. 3 of the Austrian Stock Corporation Act (AktG).
Informationen on the website
Further information on these rights of shareholders pursuant to §§ 109,
110, 118 and 119 of the Austrian Stock Corporation Act (AktG) will be
available on the company's website at
[10]www.pierermobility.com/en/investor-relations/general-meeting by
31.03.2023.
VI. INFORMATION ON DATA PROTECTION FOR SHAREHOLDERS
PIERER Mobility AG processes personal data of shareholders or their
proxies and other persons participating in the general meeting (the
"participants"), in particular name, address, date of birth, number of
securities account, number of shares, class of shares, if applicable,
number of voting card, on the basis of the applicable data protection laws
and the Austrian Stock Corporation Act (AktG), in order to enable them to
exercise their rights in the context of the general meeting.
PIERER Mobility AG receives this data, among other things, from the
depositary bank forms or from the participants themselves on the occasion
of registration for the general meeting and/or granting of proxies.
Participants are generally obliged to provide PIERER Mobility AG with the
required information. The processing of personal data of participants is
necessary for the participation in the general meeting as well as for its
proper preparation, execution and follow-up. PIERER Mobility AG is the
responsible entity for the processing. The legal basis for the processing
is compliance with legal obligations pursuant to Article 6 para. 1 lit. c)
of the General Data Protection Regulation or the protection of legitimate
interests of the company or a third party within the meaning of Article 6
para. 1 lit. f) of the General Data Protection Regulation. The service
providers and processors of PIERER Mobility AG, which are commissioned for
the purpose of organizing the general meeting, shall receive from PIERER
Mobility AG only such personal data as are necessary for the performance
of the commissioned service and shall process the data exclusively in
accordance with the instructions of PIERER Mobility AG. In fulfilment of
the legal obligation, PIERER Mobility AG also transmits personal data of
shareholders and their proxies to public authorities, the Company
Register, etc.
The data of the participants will be deleted after the end of the
respective applicable statutory periods. In addition to statutory
retention and documentation periods, the statutory limitation periods, in
particular under the Austrian General Civil Code (ABGB), which in certain
cases can be up to 30 years, must be taken into account in the storage
period.
Each participant has a right of access, rectification, restriction,
objection and deletion at any time regarding the processing of personal
data concerning him or her, as well as a right to data transfer in
accordance with chapter III of the General Data Protection Regulation.
Participants may assert these rights free of charge against PIERER
Mobility AG using the following contact details:
PIERER Mobility AG
Edisonstraße 1
4600 Wels, Österreich
E-Mail: [11][email protected]
In addition, participants have a right of appeal to the data protection
supervisory authority pursuant to article 77 of the General Data
Protection Regulation. Further information on data protection can be found
on the website of PIERER Mobility AG [12]www.pierermobility.com.
VII. TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME OF CONVENING
At the time of convening of the general meeting, the company's share
capital of EUR 33,796,535.00 is divided into 33,796,535 no-par value
bearer shares. Each share confers one vote. The company holds no treasury
shares at the time the general meeting is convened. There is only one
class of shares.
Wels, March 2023 The Executive Board
Disclaimer
This is a working translation from the German language provided for
purposes of convenience only. In case of any inconsistency, the German
version shall prevail.
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24.03.2023 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: PIERER Mobility AG
Edisonstrasse 1
4600 Wels
Austria
Phone: +43 (0) 7242 69 402
E-mail: [email protected]
Internet: www.pierermobility.com
ISIN: AT0000KTMI02
WKN: A2JKHY
Listed: SIX, Vienna Stock Exchange
Valorennummer (Schweiz): 41860974 Wertpapierkürzel: PMAG, Bloomberg: PMAG
SE Reuters: PMAG.S
End of News EQS News Service
1591615 24.03.2023 CET/CEST
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