EQS-News: Telekom Austria AG / Announcement of the Convening of the
General Meeting
Telekom Austria AG: Invitation to the Extraordinary General Meeting
30.06.2023 / 10:37 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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Invitation to the
Extraordinary General Meeting
on August 1, 2023
Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT0000720008
We are pleased to invite our shareholders to the Extraordinary General
Meeting, which will take place on Tuesday, August 1, 2023, at 10:00 a.m.
(CEST) at the company’s seat, A-1020 Vienna, Lassallestraße 9.
On the day of the Extraordinary General Meeting the presentation of the
agenda until the general debate can be viewed via live stream from 10:00
a.m. (CEST) on www.a1.group. After the Extraordinary General Meeting, the
recording will also be available from approx. 5:00 p.m. (CEST).
We would like to point out that after the Extraordinary General Meeting,
due to the shortness of the agenda, only drinks will be offered, but not
food.
Agenda
1. Approval of the spin-off for absorption of the AT Towers Business-Unit
held by Telekom Austria AG to A1 Towers Holding GmbH with no shares
being granted and of the proportionate spin-off for new formation of
the shares in A1 Towers Holding GmbH held by Telekom Austria AG to
newly established EuroTeleSites AG.
Shareholder information:
From July 1, 2023 (1 month before the Extraordinary General Meeting) at
the latest, the following documents are available at https://www.a1.group
pursuant to Sec. 108 para 3 to 5 of the Stock Corporation Act and Sec. 7
para 2 of the Spin-off Act:
• complete text of this invitation to the Extraordinary General Meeting;
• spin-off and transfer agreement including spin-off plan dated June 28,
2023;
• annual financial statements and management reports of Telekom Austria
AG for the financial years 2020, 2021 and 2022;
• audited closing balance sheet of Telekom Austria AG as of the spin-off
date March 30, 2023;
• audited closing balance sheet of Telekom Austria AG as of the spin-off
date March 31, 2023;
• spin-off Report of the Management Board of Telekom Austria AG;
• audit report of the spin-off auditor;
• report of the Supervisory Board of Telekom Austria AG;
• resolution proposals for the agenda by the Management Board and the
Supervisory Board;
• forms for proxy and revocation of proxy.
The publication of an interim balance sheet is not required because the
last annual financial statement refers to a financial year that ended less
than six months before the execution of the spin-off plan (Sec. 7 para. 2
no. 3 of the Spin-off Act).
The Spin-off and Transfer Agreement including the Spin-off Plan will also
be published in electronic form in the edict file
(https://edikte.justiz.gv.at/) pursuant to Sec. 89j Court Organisation Act
on June 30, 2023 in accordance with Sec. 7 para 1a of the Spin-off Act,
including the notice pursuant to Sec. 7 para 1, second sentence of the
Spin-off Act.
Additional items to the agenda:
Shareholders whose shares collectively amount to 5% of the share capital
can request that items be placed on the agenda and announced. Each item on
the agenda must be accompanied by a proposal for a resolution including
the reasons (both required in German); in the case of supervisory board
elections, the statement of the proposed person in accordance with Sec 87
para 2 Stock Corporation Act takes the place of the reason. The written
and signed application must be received by Telekom Austria AG, Investor
Relations Department, Lassallestraße 9, 1020 Vienna, by July 13, 2023,
12:00 midnight CEST (19^th day before the Extraordinary General Meeting).
The applicants must have held the shares for at least 3 months before
submitting the application. This must be proven at the same time as the
application by means of a deposit confirmation in accordance with Sec 10a
Stock Corporation Act.
Resolution proposals:
Until the end of July 21, 2023 (7^th business day before the Extraordinary
General Meeting), shareholders whose shares total 1% of the share capital
can submit proposals for resolution to the company on any item on the
agenda and request that these proposals be submitted together with the
names of the relevant shareholders, the attached reasons and any comments
by the Management Board or the Supervisory Board are published on the
Company's website. In the case of a proposal for the election of a member
of the Supervisory Board, the statement of the proposed person acc. to
Sec 87 para 2 Stock Corporation Act takes the place of the reason.
These documents, including proof of shareholder status, are to be provided
in the form of a deposit confirmation in accordance with Sec 10a Stock
Corporation Act, in text form (by fax to +43 (0) 50 664 9 49040 or by mail
to Telekom Austria AG, Investor Relations Department, 1020 Vienna,
Lassallestraße 9, or by e‑mail to hauptversammlung.2023@a1.group).
The company will publish the proposal no later than on the 2^nd working
day after receipt, unless
1. it contains no reasons or the declaration according to Sec 87 para 2
Stock Corporation Act is not provided,
2. it would lead to a resolution by the Extraordinary General Meeting,
which is unlawful or in contradiction to the Articles of Association,
3. a similar proposal based on the same circumstances is already made
accessible for the shareholders,
4. the proposal qualifies as slander (Sec 111 Austrian Penal Code) or
libel (Sec 115 Austrian Penal Code) or the Management Board would become
liable to prosecution for making the proposal accessible or
5. the shareholders indicate that they will not attend the Extraordinary
General Meeting and will not be represented by anyone.
The reasons do not have to be published on the company’s website, if they
contain more than 5,000 characters or if the statement fulfils one of the
elements in the above-mentioned item 4. If several shareholders deliver
resolution proposals for the same item of the agenda, the Management Board
may summarize the resolution proposals and their reasons. The resolution
proposals including the reasons must be submitted in German.
Deposit confirmation when adding further items on the agenda or when
proposing resolutions
As proof of shareholder status, shareholders have to attach a deposit
confirmation in accordance with Sec 10a Stock Corporation Act in German or
English from the depositary bank with its registered office in a member
state of the European Economic Area or in a full member state of the OECD,
which must not be older than 7 days at the time of submission to the
company. If there are several shareholders who only jointly achieve the
required share ownership of 5% or 1% of the share capital, the deposit
confirmations for all shareholders must refer to the same point in time
(day, time).
Right to submit motions
Every shareholder is entitled to submit motions to any item on the agenda
at the Extraordinary General Meeting. Resolution proposals which according
to Sec 110 Stock Corporation Act have been published on the company's
website shall only be voted on if they are repeated at the Extraordinary
General Meeting as proposals for passing a resolution. For a shareholder
to propose the election of a member to the Supervisory Board, the timely
submission of an election proposal in text form pursuant to Sec 110 Stock
Corporation Act, to be accompanied by a statement pursuant to Sec 87 para
2 Stock Corporation Act, is mandatory.
Right to information:
Upon request at the Extraordinary General Meeting, each shareholder shall
be granted information about the affairs of the company, if necessary to
make possible the correct evaluation of an item on the agenda. The right
to information extends to legal and business relations of the company with
affiliated companies. The right to information also extends to the status
of the group and the companies included in the consolidated financial
statements. Information rendered shall comply with the principles of
diligent and accurate accountability. The information may be refused if
1. such information – according to a reasonable economic evaluation -
could be of considerable detriment to the company or to an affiliated
company, or
2. providing the information would constitute an offence.
The reason for refusing to provide information must be stated.
Participation, deposit confirmation & proxies:
Only persons who are shareholders at the end of July 22, 2023, 12:00
midnight CEST, (record date) and provide the Company with evidence of
their shareholding are entitled to participate in this General Meeting.
Proof of shareholder status is to be provided by means of a deposit
confirmation in German or English. This deposit confirmation must be
issued by the custodian bank which has its registered office in a member
state of the European Economic Area or in a full member state of the OECD
and shall be received by the company by the 3^rd business day prior to the
Extraordinary General Meeting at the latest. Please note that this
deadline ends on July 27, 2023.
The deposit confirmations shall be sent to the company
i. in text form according to Sec 16 para 2 of the Articles of Association
per telefax: +43 (0)1 8900 500 50 or
per e-mail: anmeldung.telekom@hauptversammlung.at (deposit
confirmation by PDF),
ii. in written form and duly signed (official company signature) by mail
or courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH,
Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria,
or
via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT0000720008.
Submitting the deposit confirmation serves at the same time as
registration for the Extraordinary General Meeting. The deposit
confirmation shall contain the following information:
1. the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g., BIC code);
2. the shareholder by reference to name (company name) and address, date
of birth in case of physical persons and in case of legal persons, if
applicable, registry and company registration number under which the legal
person is registered in its country of origin;
3. deposit number or, if not available, an alternative identification;
4. number of shares held by the shareholder, ISIN (please indicate in the
wording
ISIN AT0000720008);
5. explicit confirmation that the deposit confirmation refers to the
record date, which is July 22, 2023, 12:00 midnight (CEST).
Shareholders may nominate representatives. The proxy or the revocation of
a proxy may be sent to the company by mail to Telekom Austria AG, c/o
HV-Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242
St. Lorenzen/Wechsel, Köppel 60, Austria, by fax to +43 (0)1 8900 500 50
or by e-mail to anmeldung.telekom@hauptversammlung.at (proxy or
revocation of a proxy attached as a PDF-file). The proxy or the revocation
of a proxy may also be sent via SWIFT as following: SWIFT GIBAATWGGMS,
Message Type MT598 (alternatively 599); please indicate in the wording
ISIN AT0000720008.
The proxy or the revocation of the proxy have to be submitted to the
company by July 28, 2023, 4:00 p.m. (CEST) on the. Thereafter, the proxy
or the revocation must be brought personally for registration to the venue
of the Extraordinary General Meeting. For the proxy or its revocation at
least text form is required. If the shareholder has granted authority to
his custodian bank, it is sufficient if this bank makes an additional
statement along with the deposit confirmation that the shareholder has
given authority to the bank. In order to facilitate the handling of the
proxies we recommend the use of the forms available on our website.
An additional service is available for shareholders: a representative of
the Austrian Shareholder Association IVA, Feldmühlgasse 22/4, A-1130
Vienna, will serve as an independent proxy bound to comply with
instructions from the shareholder in exercising the shareholder’s voting
rights. On the part of IVA, Florian Beckermann has been named to represent
these shareholders. To authorise Florian Beckermann to serve as the proxy,
a special proxy form is available for downloading on the website of the
Company at https://www.a1.group, which must be received by the Company
only at one of the above-mentioned addresses (fax, e-mail, mail, SWIFT).
In addition, it is possible for the shareholder to directly contact
Florian Beckermann by phone at +43 (0) 1 8763343 – 30.
The shareholder is required to precisely instruct Florian Beckermann how
he (or a designated authorised sub-representative) has to exercise the
shareholder’s voting rights. We ask our shareholders to send instructions
directly to beckermann.telekom@hauptversammlung.at. Florian Beckermann
will exercise the voting rights of the shareholder exclusively on the
basis of the instructions submitted by the shareholder. The proxy is to be
considered invalid if no precise instructions are contained in it. Please
note that the proxy does not accept any instructions to speak at the
Extraordinary General Meeting, to raise objections against any
resolutions, to pose questions or to make proposals at the Extraordinary
General Meeting.
To enable smooth access and security procedure to the meeting, we ask the
participants to arrive at the venue of Telekom Austria AG, Lassallestraße
9, 1020 Vienna, on time before the Extraordinary General Meeting begins.
To identify yourself, please bring along an official photo identification.
The issuance of voting cards will start at 9:15 a.m. (CEST).
Please use public transportation (e.g., underground line U1, station
“Vorgartenstraße”).
Information on the data privacy of shareholders:
Telekom Austria AG processes the personal data of shareholders (in
particular the information according to Sec 10a para 2 Stock Corporation
Act; i.e. name, address, date of birth, number of the securities custody
account, number of shares held by the shareholder, type of share if
applicable, number of the voting card as well as the e-mail address, the
name and date of birth of the designated proxy, if applicable) on the
basis of legally valid data privacy regulations, especially the EU’s
General Data Protection Regulation (GDPR) as well as the Austrian Data
Protection Act, in order to enable shareholders to exercise their rights
at the Extraordinary General Meeting. The processing of the personal data
of shareholders is absolutely necessary for the participation of
shareholders and their representatives in the Extraordinary General
Meeting pursuant to Austrian Stock Corporation Act. The legal foundation
for processing of personal data is Art 6 para 1 lit c GDPR. According to
Art 4 lit 7 GDPR Telekom Austria AG is controller of the processing of
personal data. Telekom Austria AG uses external service companies such as
notaries public, lawyers and banks for the purpose of holding the
Extraordinary General Meeting. They only receive the personal data from
Telekom Austria AG which is required to carry out the contracted service,
and exclusively process data in accordance with the instructions provided
by Telekom Austria AG. If legally required, Telekom Austria AG has
concluded data privacy agreements with these service companies.
Participating shareholders and their representatives must be included in
the legally required list of participants (Sec 117 Stock Corporation Act).
Other shareholders or their representatives, the members of the Management
Board and Supervisory Board, the notary public and all other persons with
a statutory right of participation may study this directory and thereby
also see the personal data mentioned therein (including name, place of
residence, number of shares). Telekom Austria AG is also legally obliged
to submit personal shareholder data (especially the list pf participants)
to the Commercial Register as part of the notarial record (Sec 120 Stock
Corporation Act).
Please find further information regarding the data privacy policy of
Telekom Austria AG on our website via the following link:
https://www.a1.group/en/meta/privacy
Total number of shares and voting rights at time of invitation:
The share capital of the company amounts to EUR 1,449,274,500 and is
divided into 664,500,000 no par value bearer shares. Every share grants
the right to one vote. At the time of this invitation, the company holds
415,159 treasury shares without entitlement to vote. At the time of this
invitation, the total number of shares entitling to participation and the
right to vote amounts to 664,084,841.
For further information please visit our website at https://www.a1.group.
Vienna, June 30, 2023
The Management Board
International Securities Identification Number (ISIN)
AT 0000720008
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30.06.2023 CET/CEST
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Language: English
Company: Telekom Austria AG
Lassallestrasse 9
1020 Vienna
Austria
Phone: 004350664 47500
E-mail: investor.relations@a1.group
Internet: www.a1.group
ISIN: AT0000720008
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
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