- 07.06.2023, 12:05:57
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- EQS0014
EQS-AGM: voestalpine AG: Annual General Meeting July 5th, 2023
EQS-News: voestalpine AG / Announcement of the Convening of the General
Meeting
voestalpine AG: Annual General Meeting July 5th, 2023
07.06.2023 / 12:05 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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This is an English translation of the original German document for
convenience purposes only. In case of any discrepancies between the German
and the English version, the German version shall prevail.
voestalpine AG
Linz, FN 66209 t
ISIN AT0000937503
(“Company”)
Invitation to the Annual General Meeting
We hereby invite our shareholders to the
31st Annual General Meeting of voestalpine AG
taking place on Wednesday, July 5, 2023, at 10:00 a.m.
in the Design Center Linz, 4020 Linz, Europaplatz 1.
I. Agenda
1. Presentation of the approved annual financial statements and management
report, the proposal with respect to the distribution of profits, the
consolidated financial statements and group management report, the
consolidated non-financial report, the consolidated corporate governance
report, and the report of the Supervisory Board to the Annual General
Meeting on business year 2022/2023
2. Resolution on the allocation of the balance sheet profit of the
business year 2022/2023
3. Resolution on the discharge of the members of the Management Board for
business year 2022/2023
4. Resolution on the discharge of the members of the Supervisory Board for
business year 2022/2023
5. Resolution on the remuneration of the members of the Supervisory Board
for the business year 2022/2023
6. Resolution on the election of the auditor for the annual financial
statements and group´s consolidated financial statements for business year
2023/2024
7. Resolution on the compensation report for the members of the Management
Board and the Supervisory Board
8. Resolution on the authorization of the Management Board of voestalpine
AG
a) to buy back own shares equivalent to up to 10% of the Company’s share
capital in accordance with Section 65 para. 1 nos. 4 and 8 AktG as well as
Section 65 para. 1a and para. 1b AktG via stock exchanges as well as
over-the-counter trading, subject as well to exclusion of the proportional
right of disposal that may be associated with any such purchase (reverse
exclusion of shareholders’ subscription rights)
b) in accordance with Section 65 para. 1b of the Stock Corporation Act,
to resolve on the sale or use of own shares by a method other than via the
stock exchange or a public offer, applying mutatis mutandis the provisions
on the exclusion of shareholders’ subscription rights, whereby
subscription rights are excluded for the servicing of conversion rights of
holders of already issued and future convertible bonds, applying mutatis
mutandis Sec. 153 para. 3 and para. 4 of the Stock Corporation Act
c) to decrease the Company’s share capital by a redemption of these own
shares without having to request another resolution of the Annual General
Meeting
d) partial revocation of the authorization granted at the Annual General
Meeting on July 7, 2021.
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION
ON THE COMPANY WEBSITE
In particular, pursuant to Sec. 108 para. 3 and para. 4 AktG, the
following documents will be available on the website of the Company at
www.voestalpine.com no later than June 14, 2023:
• Annual financial statements and management report
• Consolidated non-financial report
• Consolidated corporate governance report
• Consolidated financial statements and group management report
• Proposal with respect to the distribution of profits
• Report of the Supervisory Board
• Compensation report for members of the Management Board and
Supervisory Board,
in each case for business year 2022/2023
• Proposed resolutions for agenda items 2–8
• Proxy authorization form
• Proxy authorization form and instructions to the independentvoting
proxy,
• Proxy cancellation form
• Complete text of this invitation
• Data Protection Notice for attendees of the Annual General Meeting of
voestalpine AG
III. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING
Eligibility to participate in the Annual General Meeting and to exercise
voting rights and other shareholder rights that apply to the Annual
General Meeting are based on the shareholding at the end of day on June
25, 2023 (12:00 a.m. [midnight], CEST, local Vienna time) (record date to
provide proof of shareholding).
A person is only eligible to participate in the Annual General Meeting, 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 share ownership on the record date must be provided by delivering
a deposit certificate in accordance with Sec. 10a of the AktG to the
Company no later than June 30, 2023 (12:00 a.m. [midnight], CEST, local
Vienna time) exclusively via one of the following communication channels
and addresses:
(i) for transmission of the deposit certificate in written form
By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Dr. Christian Kaufmann
voestalpine-Straße 1
4020 Linz
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599
ISIN AT0000937503 must be indicated in the text)
(ii) for transmission of the deposit certificate in text form, which is
permitted under Sec. 19 para. 3 of the Articles of Association
By e-mail [1]anmeldung.voestalpine@hauptversammlung.com
(Please use PDF format for deposit certificates)
By fax +43 (0)1 8900 500 50
Shareholders are requested to contact their depositary bank and arrange
for the issuance and transmission of a deposit confirmation.
The record date has no impact on the saleability of the shares and has no
bearing on dividend rights.
Deposit certificates in accordance with Section 10a of the AktG
The deposit certification must be issued by a depositary bank domiciled in
a member state of the European Economic Area or a full member state of the
OECD and must contain the following information:
• Information on the issuer: company name and address or a code commonly
used in dealings between banks
• Information on the shareholder: name/company name and address, in
addition date of birth for natural persons, and register and register
number, if applicable, for legal persons in the legal person’s country
of origin
• Information on the shares: number of shares held by the shareholder,
ISIN AT0000937503 (internationally used security identification
number)
• Depot number, securities account number, or other identification
• Date or period referred to in the deposit certificate
The depository certification to verify the shareholding as the basis for
participation in the Annual General Meeting must relate to the
above-mentioned record date for the proof of shareholding, i.e., June 25,
2023 (12:00 a.m. [midnight], CEST, local Vienna time).
The deposit certificate will be accepted in German or English.
Identification
voestalpine AG reserves the right to verify the identity of persons
attending the meeting. Entry may be denied if a person’s identity cannot
be verified.
Therefore, for identification purposes, shareholders and their proxies are
asked to be ready to show a valid official photo identification when
registering for the Annual General Meeting.
Persons attending the Annual General Meeting as proxies are asked to bring
the power of attorney with them in addition to their official photo ID. If
the original of the power of attorney has already been sent to the
Company, entry will be facilitated if a copy of the power of attorney is
brought along.
Guests
The General Meeting is the key governing body of a stock corporation as it
is the forum for the Company’s owners—the shareholders. We therefore hope
you will appreciate that we cannot turn a General Meeting into an event
for guests, much as we value such interest. For further questions please
contact the Investor Relations Team (phone: +43 (0) 50304 15 8735, e-mail:
IR@voestalpine.com).
IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the Annual General
Meeting and has provided sufficient proof to the Company as described in
point III of this invitation is also entitled to appoint a representative,
who will participate in the Annual General Meeting on behalf of the
shareholder and who is vested with the same rights as the shareholder whom
he or she represents.
Proxy authorization must be granted to a specific person (natural person
or legal entity) in text form (Sec. 13 para. 2 AktG). It is also possible
to appoint several proxy holders.
The proxy can be appointed before or during the Annual General Meeting.
We offer the following communication channels and addresses for the
delivery of proxies:
By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Dr. Christian Kaufmann
voestalpine-Straße 1
4020 Linz
By fax: +43 (0)1 8900 500 50
By e-mail anmeldung.voestalpine@hauptversammlung.at
(Please use PDF format for proxy authorizations)
The proxies must be received by the Company no later than July 4, 2023, at
4:00 p.m. (CEST, local Vienna time), exclusively at one of the previously
listed addresses, unless they are submitted at the entry or exit check at
the Annual General Meeting on the day of the Annual General Meeting.
A form for the appointment (or revocation) of a proxy holder can be
downloaded from the Company’s website at www.voestalpine.com. In order to
ensure problem-free processing, we request that you only use the forms
which have been made available.
Details on appointing a proxy, especially the text form and contents of
the proxy, are set out in the proxy authorization form made available to
shareholders.
If the shareholder has appointed the depositary bank (Sec. 10a AktG) as
her or his proxy, it will suffice if the depositary bank submits a
declaration in addition to the deposit certificate, via the communication
channels stipulated for this purpose, stating that the depositary bank was
appointed to serve as the proxy.
After revoking a proxy authorization, shareholders may also attend the
Annual General Meeting and exercise their shareholder rights in person.
Personal attendance is considered to serve as a revocation of the proxy
authorization.
The rules indicated above with respect to proxy authorization apply
similarly to proxy cancellation.
It is not compulsory for shareholders who wish to authorize a proxy holder
to appoint the independent voting proxy Florian Beckermann, member of the
Management Board of “Interessenverband für Anleger,” named in point V, as
their voting proxy.
V. OPTION TO APPOINT AN INDEPENDENT VOTING PROXY AND PROCEDURE TO BE
FOLLOWED
As a special service, a representative from the “Interessenverband für
Anleger” (IVA, Austrian Association of Investors), Feldmühlgasse 22, 1130
Vienna, is available to shareholders as an independent voting proxy for
exercising voting rights in accordance with shareholder instructions at
the Annual General Meeting. IVA is currently planning to send Mr. Florian
Beckermann, member of the Management Board of IVA, to represent
shareholders at this Annual General Meeting.
A special proxy form may be downloaded from the Company’s website at
www.voestalpine.com and may only be delivered to the Company (by fax,
e-mail or regular mail) at one of the addresses for the delivery of proxy
authorizations indicated above (see IV. POSSIBILITY TO APPOINT A PROXY AND
THE PROCEDURE TO BE FOLLOWED). Furthermore, direct contact is possible at:
Florian Beckermann
Tel. +43 (0)1 8763343-30
E-mail: beckermann.voestalpine@hauptversammlung.at.
The proxies must be received by the Company no later than July 4, 2023, at
4:00 p.m. (CEST, local Vienna time), at one of the addresses listed above
or under point IV (= POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO
BE FOLLOWED), unless they are submitted at the entry or exit check at the
Annual General Meeting on the day of the Annual General Meeting.
The shareholder must provide instructions on how the independent voting
proxy (or a sub-proxy authorized by him) is to exercise his or her voting
rights. The independent voting proxy may only exercise voting rights based
on the instructions issued by the shareholder and only within the limits
of the voting instructions regarding the individual items of the agenda
issued by the shareholder. Without explicit instructions, it is not
ensured that the independent voting proxy can exercise voting rights based
on the proxy authorization. Please note that the voting proxy will not
accept instructions to request to speak, raise objections to resolutions
at the Annual General Meeting, ask questions or make motions.
After revoking a proxy authorization, shareholders may also attend the
Annual General Meeting and exercise their shareholder rights in person.
Personal attendance is considered to serve as a revocation of the proxy
authorization.
The rules indicated above with respect to proxy authorization apply
similarly to proxy revocation.
VI. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109,
110, 118, AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda pursuant to Sec. 109 AktG
Shareholders who collectively hold 5% of the share capital and owned the
shares for at least three months before making the request can make a
written demand for additional items to be placed on the agenda of this
Annual General Meeting and announced, if the written request is sent
exclusively to the following address: 4020 Linz, voestalpine-Strasse 1,
attn. Mr. Christian Kaufmann, Legal, M&A and Compliance, by regular mail
or courier service, or an e-mail with a qualified electronic signature is
sent to the e-mail address christian.kaufmann@voestalpine.com or a SWIFT
message is sent to the address GIBAATWGGMS and is received by the Company
no later than June 14, 2023 (12:00 a.m. [midnight], CEST, Vienna time).
“Written” means with a hand-written signature or an authorized corporate
signature from each requester or, for e-mails, with a qualified electronic
signature, or if sent by SWIFT, with message type MT598 or MT599. ISIN
AT0000937503 must be included in the text.
A proposed resolution and an explanatory statement must be attached to
every requested agenda item. The agenda item and the proposed resolution,
but not the explanatory statement, must be drafted in the German language.
If there is an inconsistency between the German text and the text in
another language, the German text takes precedence. Shareholder status
must be proven by submitting a custody account confirmation in accordance
with Sec. 10a AktG, which confirms that the requesting shareholders owned
the shares for at least three months before making the request. The
confirmation may not be more than seven days old at the time of its
submission to the Company. Multiple custody account confirmations for
shares that only make up a 5% equity holding when aggregated must relate
to the same point in time (date, time of day).
Please refer to the section on the right to attend the Annual General
Meeting for information on the other requirements for the deposit
certificate (point III of this invitation).
2. Resolutions proposed for the agenda pursuant to Sec. 110 AktG
Shareholders who collectively hold 1% of the share capital can send
proposed resolutions (with explanatory statements) for any item on the
agenda in text form and request that these proposals be made available on
the Company website registered in the Commercial Register, together with
the names of the respective shareholders, the attached explanatory
statement, and any comments by the Management Board or the Supervisory
Board, if the request in text form is sent to the Company either by fax to
+43(0)50304 15 5872 or by regular mail to voestalpine AG, attn. Christian
Kaufmann, Legal, M&A and Compliance, voestalpine-Strasse 1, 4020 Linz, or
by e-mail to christian.kaufmann@voestalpine.com, and is received by the
Company no later than June 26, 2023 (12:00 a.m. [midnight], CEST, Vienna
time). The request in text form may be attached to the e-mail as a PDF,
for example. To the extent that text form within the meaning of Sec. 13
para. 2 AktG is prescribed for declarations, the declaration must be made
in a document or in any other manner suitable for permanent reproduction
in characters, the declarant must be identified, and the conclusion of the
declaration must be made evident by reproducing the declarant’s signature
or otherwise. The proposed resolution, but not the explanatory statement,
must be drafted in the German language. If there is an inconsistency
between the German text and the text in another language, the German text
takes precedence.
Shareholder status shall be proven by submitting a custody account
confirmation in accordance with Sec. 10a AktG, which is no more than seven
days old at the time of submission to the Company. Multiple custody
account confirmations for shares that only make up a 1% equity holding
when aggregated must relate to the same point in time (date, time of day).
Please refer to the section on the right to attend the Annual General
Meeting for information on the other requirements for the deposit
certificate (point III of this invitation).
3. The right of shareholders to obtain information pursuant to Sec. 118
AktG
Every shareholder has the right to request information on any matters
pertaining to the Company during the Annual General Meeting, provided that
such information is needed to properly evaluate an agenda item. 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.
Information may be denied if, based on the assessment of a prudent
businessman, it could cause significant detriment to the Company or an
affiliated company, or if provision of the information would be
punishable. Information may be also denied if it was continuously
available on the Company’s website in question-and-answer form for a
minimum of seven days before the start of the Annual General Meeting.
In accordance with Sec. 20 para. 3 of the Articles of Association, the
chairperson of the Annual General Meeting may set appropriate limits for
the time allotted to speakers and the time allotted for questions as well
as general limitations for speaking time and time for posing questions
during the Annual General Meeting.
Requests for information at the Annual General Meeting are generally to be
made orally but may also be submitted in written form.
To make efficient use of time during the Annual General Meeting, questions
whose answers require lengthy preparation should be submitted in text form
to the Management Board in timely fashion before the Annual General
Meeting. Such questions should be submitted to the Company by regular mail
to the address voestalpine-Strasse 1, 4020 Linz, Investor Relations
Department, DI (FH), attn. Mr. Peter Fleischer or by e-mail to
IR@voestalpine.com or by fax to +43 (0) 50304 55 5581.
4. Motions by shareholders at the Annual General Meeting pursuant to Sec.
119 AktG
Regardless of the number of shares held, every shareholder has the right
to make motions on any agenda item during the Annual General Meeting. If
several motions have been proposed for one item on the agenda, the
Chairman of the Annual General Meeting determines the order of voting
pursuant to Sec. 119 para. 3 AktG.
VII. FURTHER DISCLOSURES AND INFORMATION
1. Total number of shares
On the date the Annual General Meeting was convened, the Company had share
capital of EUR 324,391,840.99 divided into 178,549,163 no-par bearer
shares. Each share grants one vote. As of June 2, 2023, the Company held
6,944,028 own shares and can acquire additional own shares on the basis of
an existing share buyback program up until the Annual General Meeting. The
Company has no rights with respect to own shares. 8,975 shares were
declared invalid in accordance with Sec. 67 para. 2 in combination with
Sec. 262 para. 29 AktG, whereof 948 shares have not yet been submitted and
credited to a securities account. Accordingly, the total number of voting
shares as of June 2, 2023, is 171,604,187 no-par bearer shares, which
number may change based on the acquisition of own shares in accordance
with an existing share buyback program. There are no other classes of
shares.
2. Admission and registration
In order to avoid delays at the entrance checks, shareholders are asked to
present themselves at the site of the Annual General Meeting in due time
before its start. Voting cards may be collected starting at 9:00 a.m.
3. Internet broadcast of part of the Annual General Meeting
It is planned to transmit a webcast of the Annual General Meeting up to
the start of the general debate.
Shareholders of the Company and the interested public may follow the
speech by the Chairman of the Management Board at the Annual General
Meeting on July 5, 2023, live on the Internet at www.voestalpine.com
starting at approx. 10:00 a.m. No video or audio broadcast of any other
part of the Annual General Meeting will take place.
4. Data protection
The processing of personal data by voestalpine AG is absolutely necessary
for participation in the Annual General Meeting. Information on the
processing of personal data of participants of the Annual General Meeting
in accordance with the General Data Protection Regulation is available at
www.voestalpine.com/datenschutz-hv.
Linz, June 2023
The Management Board
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07.06.2023 CET/CEST
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Language: English
Company: voestalpine AG
voestalpine-Straße 1
4020 Linz
Austria
Phone: +43 50304/15-9949
Fax: +43 50304/55-5581
E-mail: IR@voestalpine.com
Internet: www.voestalpine.com
ISIN: AT0000937503
WKN: 897200
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1650943 07.06.2023 CET/CEST
References
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