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EQS-AGM: AMAG Austria Metall AG: Invitation to the 13th Ordinary Annual General Meeting
EQS-News: AMAG Austria Metall AG / Announcement of the Convening of the
General Meeting
AMAG Austria Metall AG: Invitation to the 13th Ordinary Annual General
Meeting
13.03.2024 / 11:19 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.
══════════════════════════════════════════════════════════════════════════
Invitation to the
13^th Ordinary Annual General Meeting
of AMAG Austria Metall AG
(FN 310593f; ISIN: AT00000AMAG3)
We invite our shareholders to the 13^th Ordinary Annual General Meeting to
be held on
Thursday, April 11, 2024 at 11:00 a.m.
in the Schlossmuseum Linz, Schlossberg 1, 4020 Linz.
I. A G E N D A
1. Submission of the adopted separate financial statements for the
financial year ending December 31, 2023, including the management report
by the Management Board, the proposal concerning the application of the
unappropriated net profit, the corporate governance report, the
consolidated statements for the financial year ending December 31, 2023,
including the Group management report and the non-financial report by the
Management Board, as well as the report by the Supervisory Board pursuant
to Section 96 of the Austrian Stock Corporation Act (AktG) for the 2023
financial year.
2. Resolution concerning the application of the unappropriated net profit
as reported in the separate financial statements for the financial year
ending December 31, 2023.
3. Resolution concerning the discharge of the members of the Management
Board for the 2023 financial year.
4. Resolution concerning the discharge of the members of the Supervisory
Board for the 2023 financial year.
5. Resolution concerning the compensation of the members of the
Supervisory Board for the 2024 financial year.
6a. Election of the auditor of the separate and consolidated financial
statements for the 2024 financial year.
6b. Election of the auditor of the sustainability report for the 2024
financial year.
7. Elections to the Supervisory Board.
8. Resolution concerning the remuneration report on the remuneration of
the members of the Management Board and Supervisory Board.
9. Resolution concerning the amendment of the articles of incorporation in
Section 3 (1) relating to the publications of the company and in Section
14 regarding the holding of virtual annual general meetings.
10a. Resolution concerning the renewed authorisation of the Management
Board to acquire, with the approval of the Supervisory Board, up to a
maximum of 30 months from the date of the resolution, treasury shares
pursuant to Section 65 (1) No. 8 AktG in a volume of up to 10 % of the
share capital, where applicable in order to retire treasury shares, as
well as concerning the determination of the repurchase conditions, thereby
revoking the authorisation granted by the resolution of the AGM of April
20, 2022, relating to the authorisation to acquire treasury shares granted
in relation to agenda item 10a.
10b. Resolution concerning the authorisation of the Management Board
pursuant to Section 65 (1b) AktG to approve, with the consent of the
Supervisory Board, a type of sale other than via the stock exchange or a
public offer and on a possible exclusion of the shareholders’ repurchase
right (subscription right), thereby revoking the authorisation granted by
the resolution of the AGM of April 20, 2022, relating to the authorisation
to acquire treasury shares granted in relation to agenda item 10b.
Item 7 (Elections to the Supervisory Board) was also included in the
agenda due to a shareholder request pursuant to Section 109 of the AktG
from B&C KB Holding GmbH.
II. AGM DOCUMENTS; AVAILABILITY OF INFORMATION ON THE COMPANY WEBSITE
The following documents will be available for downloading from the 21^st
day before the AGM, consequently from March 21, 2024, from the Company's
website at [1]www.amag-al4u.com in section “Investor Relations” under
"Annual General
Meeting 2024":
• Separate financial statements for the 2023 financial year together
with the Management Board’s management report
• Proposal concerning the application of the unappropriated net profit
• Corporate governance report for the 2023 financial year
• Consolidated financial statements and Group management report
including the non-financial statement for the 2023 financial year
• Report by the Supervisory Board for the 2023 financial year
• Proposals for resolutions of the Management and Supervisory boards
relating to agenda items 2, 3, 4, 5, 8, 9, 10a and 10b as well as
proposals for resolutions of the Supervisory Board in relation to
agenda items 6a, 6b and 7
• Shareholder request pursuant to Section 109 AktG of B&C KB Holding
GmbH including resolution proposals on agenda item 7 pursuant to
Section 109 (1) AktG in conjunction with Section 86 (4) No. 2, Section
87 (1) and Section 110 (1) AktG
• Statements relating to the persons proposed for election to the
Supervisory Board concerning their specialist qualifications and their
professional or comparable functions, and that no circumstances exist
that could substantiate concern about their impartiality, as well as
their curricula vitae
(Section 87 (2) AktG)
• Remuneration report on the remuneration of the members of the
Management Board and Supervisory Board
• Amended version and comparative wording in relation to the previous
articles of incorporation of AMAG Austria Metall AG
• Reports of the Management Board pursuant to Section 65 (1b) in
conjunction with Section 170 (2) and Section 153 (4) AktG (acquisition
and sale of treasury shares) on the exclusion of subscription rights
in respect of agenda items 10a and 10b
The forms for the granting and the revoking of a power of attorney
pursuant to Section 114 AktG as well as the respective invitation can be
downloaded from the Company's website ([2]www.amag-al4u.com) in section
“Investor Relations” under “Annual General Meeting 2024”.
III. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS
109, 110, 118 AND 119 AKTG
1. Additions to the agenda pursuant to Section 109 AktG
Pursuant to Section 109 AktG, shareholders whose shareholdings together
reach 5 % of the share capital can demand in writing that items be placed
on the agenda for this AGM, and be announced accordingly. A proposed
resolution as well as a justification must be included with each agenda
item for which an application is submitted. The applicants must have been
the owners of the shares for at least three months before the application
is submitted. The shareholder demand must be submitted to the Company at
the latest on the 21^st day before the AGM, and consequently at the latest
by March 21, 2024.
2. Proposals by shareholders for resolutions relating to the agenda
pursuant to Section 110 AktG
Furthermore, pursuant to Section 110 AktG, shareholders whose
shareholdings together reach 1 % of the share capital can submit in
writing proposals concerning a resolution in relation to any agenda item
(Section 13 (2) AktG), and request that such proposals together with the
names of the respective shareholders, the justification that is to be
attached and any opinion of the Management Board or of the Supervisory
Board be made available on the Company's website. The shareholder request
must be submitted to the Company at the latest on the 7^th working day
before the AGM, consequently at the latest by April 2, 2024.
If candidates are proposed for election to the Supervisory Board, the
statement by the proposed individual will replace the justification
pursuant to Section 87 (2) AktG. Accordingly, each election proposal must
disclose the specialist qualifications of the proposed individual, their
professional or comparable functions as well as all circumstances that
might substantiate concern about their impartiality.
3. Shareholders’ right to information pursuant to Section 118 AktG
Pursuant to Section 118 AktG, each shareholder is entitled to demand that
information be provided at the AGM about the Company's affairs, to the
extent required for an objective assessment of an agenda item. Such right
to information also extends to the Company's legal and business
relationships to an affiliated company, the Group's position as well as
the companies included in the consolidated financial statements.
Information can be refused if prudent commercial judgement suggests that
disclosing such information might incur a significant disadvantage for the
Company, or one of its associated companies, or make it liable to
prosecution. Information can also be refused if it has been made
permanently available on the Company's website in the form of questions
and answers for at least seven days before the start of the AGM.
Shareholders are requested to submit their questions in text form in
advance of the AGM by email to [email protected], in good time for
them to reach the Company by April 5, 2024 at the latest. You thereby
enable the Management Board to prepare as accurately as possible and to
answer the questions you ask as rapidly as possible.
4. Motions by Shareholders at the AGM pursuant to Section 119 AktG
Each shareholder is entitled at the AGM to submit via an authorised proxy
in relation to each item on the agenda motions that do not require prior
publication. If several motions have been proposed for one agenda item,
the Chair of the AGM determines the order of voting. However, nominations
for the election of Supervisory Board members must be received by the
Company at the latest on the seventh working day before the AGM (see also
above in item III. 2).
5. Proof of shareholder status and transmissions to the Company
The rights of shareholders in connection with the ownership of their
shares during a certain period can be exercised only if the evidence of
share ownership is rendered in the respective relevant period; a custody
account confirmation pursuant to Section 10a AktG is satisfactory for this
purpose. Motions to add to the agenda, proposals for resolutions and
questions are to be conveyed to the Company exclusively to one of the
addresses listed below.
By post:
AMAG Austria Metall AG
for the attention of Mr. Mag. Christoph Gabriel, BSc
P.O. Box 3
A-5282 Ranshofen
By fax: +43 (0) 7722 801 8 3821
By email: [email protected]
IV. RECORD DATE AND PREREQUISTES FOR PARTICIPATION IN THE AGM
The entitlement to participate in the AGM and to exercise shareholder
rights is based on the shareholding as of the end of the tenth day prior
to the date of the AGM (record date), i.e. according to the shareholding
on April 1, 2024, 24:00 (CEST).
Only parties that are shareholders on this record date and that have
submitted corresponding evidence to the Company are entitled to
participate in the AGM.
In the case of bearer shares held in custody accounts, the submission of a
custody account confirmation pursuant to Section 10a AktG is sufficient to
prove shareholdings on the shareholding evidence record date, which must
be received by the Company at the latest on the third working day before
the AGM, consequently by April 8, 2024, 24:00 hours (CEST) at one of the
addresses listed below.
By post/messenger:
AMAG Austria Metall AG
for the attention of Mr. Mag. Christoph Gabriel, BSc
P.O. Box 3
A-5282 Ranshofen
By fax: +43 (0) 1 8900 500 50
By email: [email protected] (in this case to be attached
as a scanned PDF file to the email)
By Swift: GIBAATWGGMS – Message Type MT598 or MT599; ISIN AT00000AMAG3
must be stated in the text
Shareholders are requested to contact their custodian credit institution
and arrange for the issuance and transmission of a custody account
confirmation. The record date has no impact on the saleability of the
shares and has no bearing on dividend rights.
Custody account confirmation pursuant to Section 10a AktG
The custody account confirmation is to be issued by a custodian credit
institution based in a member state of the European Economic Area or in a
full member state of the OECD. The custody account confirmation must
include the following minimum information pursuant to Section 10a (2)
AktG:
• Details of the issuing bank: name (company) and address or a code
commonly used in dealings between banks;
• Information about the shareholder: name (company) and address, and in
the case of natural persons additionally the date of birth, and in the
case of legal persons, if applicable, the register and number under
which the legal person is registered in its state of origin;
• The custody account number, otherwise another designation;
• Information about the shares: the number of the shareholder's shares,
ISIN AT00000AMAG3;
• Date to which the custody account confirmation refers (evidence of
shareholding record date).
If the custody account confirmation furnishes evidence of current share
ownership, it may not be older than seven days as of the date when it is
submitted to the Company. Custody account confirmations will be accepted
in either German or English. The custody account confirmation as evidence
of share ownership to participate in the AGM must relate to the
aforementioned April 1, 2024 at 24:00 hours (CEST) record date.
Custody account confirmations and declarations pursuant to Section 114 (1)
Clause 4 AktG will be accepted pursuant to Section 10a (3) Clause 2 AktG
as SWIFT messages to the Company’s aforementioned SWIFT address, i.e. via
an internationally distributed, specially secured communication network
for banks, whose participants can be clearly identified.
V. OPTION TO APPOINT A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
PURSUANT TO SECTIONS 113 AKTG AND THE FOLLOWING
Each shareholder entitled to participate in the AGM has the right to
appoint a natural or legal person as a representative to participate on
the shareholder's behalf at the AGM, embodying the same rights as the
shareholder represented by the natural or legal person. The authorisation
must be issued to a specific individual in textual form, whereby the
shareholder is not restricted in relation to demands and in relation to
the number of individuals appointed as representative. The Company itself
or a member of the Management Board or Supervisory Board may only exercise
the voting right as a representative to the extent that the shareholder
has issued an express instruction concerning the exercise of the voting
right in relation to individual agenda items. If the shareholder has
issued authorisation to its custodian bank (Section 10a AktG), it is
sufficient for the bank to issue a statement in addition to the custody
account confirmation declaring that representative authorisation has been
issued to it.
In order to issue a representative authorisation, the form provided on the
Company's website at [3]www.amag-al4u.com in section “Investor Relations
under "Annual General Meeting 2024", which also enables a restricted
representative authorisation to be issued, can be utilised. The
shareholders are requested to submit the representative authorisation at
the latest by April 5, 2024, 16:00 hours (CEST), exclusively at one of the
addresses listed under point IV. above. The representative authorisation
will be kept by the company. On the AGM day, representative authorisations
can be received when registering for the AGM at the meeting venue.
The above regulations for issuing representative authorisations shall be
valid analogously for the revocation of a representative authorisation.
Independent Proxy voting
As a special service, shareholders have access to a representative of the
Austrian Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, as
an independent proxy for the exercising of voting rights at the AGM in
accordance with issued instructions; a special proxy authorisation form
for this purpose can be downloaded from March 21, 2024 from the Company's
website at www.amag-al4u.com in section “Investor Relations” under "Annual
General Meeting 2024". Alternatively, the option exists to directly
contact Mr. Michael Knap, Honorary President of the IVA (telephone: +43
(0) 664 213 87 40, email: [email protected]).
VI. FURTHER DISCLOSURES AND INFORMATION
Total number of shares and voting rights
Pursuant to Section 106 No. 9 AktG, notification is given that the
Company's share capital on the AGM convening date is divided into
35,264,000 ordinary bearer shares. Each share grants one voting right. The
Company holds no treasury shares as of the AGM convening date. The total
number of shares entitling to AGM participation and AGM voting amounts to
35,264,000 on the AGM convening date.
Entry and proof of identity
Entry to the AGM will commence at 10:30 a.m. Shareholders and their
representatives are notified that to check identities at the entrance to
the AGM official photo identification is to be presented, such as a
driver's licence, passport or identity card. If an identity determination
is not possible, the entrance can be denied.
Shareholders who are dependent on support can apply in advance for a guest
card for their companion. Please contact Mr. Mag. Christoph Gabriel, BSc /
Investor Relations in this regard (if possible by April 5, 2024, 16:00
hours (CEST)).
If you come to the AGM as an authorized representative, please take the
power of attorney in addition to the proof of identity. If the original of
power of attorney has already been sent to the Company, taking a copy of
it will facilitate your entry.
In planning your timing, please kindly take into consideration the many
participants that are expected, as well as the now-usual security
precautions.
Arrival
We wish to inform our shareholders that no public car parking facilities
are available in the area of the Schlossmuseum. Instructions about how to
get to the AGM are available on the Company's website at www.amag-al4u.com
in section “Investor Relations” under "Annual General Meeting 2024".
VII. INFORMATION ON DATA PROTECTION
AMAG Austria Metall AG processes the personal data of shareholders (in
particular those data pursuant to Section 10a (2) AktG, i.e. name,
address, date of birth, number of the securities deposit account, number
of shares held by the shareholder, number of the voting card and, if
applicable, proxy's name and address) on the basis of the applicable data
protection provisions, in particular the European General Data Protection
Regulation (GDPR) and the Austrian Data Protection Act (ADPA), in order to
enable shareholders to exercise their rights at the AGM.
The processing of shareholders' personal data is mandatory for the
participation of shareholders and their representatives at the AGM in
accordance with the AktG. As a consequence, Article 6 (1) (c) GDPR as well
as Article 6 (1) (f) GDPR form the legal basis for data processing. The
processing of personal data of shareholders may be necessary in particular
in individual cases to assert, exercise or defend legal claims.
AMAG Austria Metall AG is responsible for such processing. AMAG Austria
Metall AG makes use of external service companies, such as notaries,
lawyers and event service providers, for the purpose of organising the
AGM. AMAG Austria Metall AG only provides such personal data to external
service companies, that are required for the execution of the service that
has been ordered and the external service companies process such data
exclusively in accordance with the instructions of AMAG Austria Metall AG.
Where legally necessary, AMAG Austria Metall AG has concluded a data
protection agreement with such service providers.
If a shareholder participates in the AGM, all shareholders attending, or
their representatives, Management and Supervisory Board members, the
notary and all other persons with a statutory right to participate, can
inspect the legally required list of participants (Section 117 AktG) and
thereby also view the personal data specified therein (including name,
place of residence, ownership interest). AMAG Austria Metall AG is also
legally obligated to submit personal shareholder data (in particular the
list of participants) as part of the notarial protocol to the company
register (Section 120 AktG).
Shareholders' data are anonymised or deleted as soon as they are no longer
necessary for the purposes for which they were collected or processed, and
unless other legal obligations require further archiving. Obligations to
provide evidence and to retain records arise in particular from company,
stock corporation and takeover legislation, from tax and levy legislation
as well as from anti-money-laundering regulations. If legal claims are
brought by shareholders against AMAG Austria Metall AG, or by AMAG Austria
Metall AG against shareholders, the archiving of personal data serves to
clarify and enforce claims in individual cases. In connection with court
proceedings before civil courts, this can lead to the archiving of data
for the duration of the statute of limitations plus the duration of the
court proceedings up to its legally binding termination.
For the purpose of providing administrative support to the Supervisory
Board and the Management Board, the auditorium will be broadcasted live to
the support areas, so that any questions as well as other administrative
issues can be answered as quickly as possible. There is no storage or
recording of this data. As a consequence, the legal basis for processing
is Section 12 (2) No. 4 ADPA.
All shareholders have the right to information, correction, restriction,
objection and deletion at any time in relation to the processing of
personal data as well as a right to data transmission in accordance with
Chapter III GDPR. Shareholders may assert such rights in relation to AMAG
Austria Metall AG free of charge via the following e-mail address:
[email protected]. In addition, shareholders are entitled to appeal to
the data protection authority pursuant to Article 77 GDPR.
Further information on data protection can be found in the data protection
declaration on the website of AMAG Austria Metall AG at
www.amag-al4u.com/datenschutz.
Ranshofen, March 2024
The Management Board
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13.03.2024 CET/CEST
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Language: English
Company: AMAG Austria Metall AG
Lamprechtshausener Straße 61
5282 Ranshofen
Austria
Phone: +43 7722 801 0
Fax: +43 7722 809 498
E-mail: [email protected]
Internet: www.amag-al4u.com
ISIN: AT00000AMAG3
WKN: A1JFYU
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart; Vienna Stock Exchange (Official Market)
End of News EQS News Service
1857311 13.03.2024 CET/CEST
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