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- EQS0016
EQS-AGM: voestalpine AG: Annual General Meeting July 3, 2024
EQS-News: voestalpine AG / Announcement of the Convening of the General
Meeting
voestalpine AG: Annual General Meeting July 3, 2024
05.06.2024 / 11:57 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[1][1] to the Annual General Meeting
We hereby invite our shareholders to the
32nd Annual General Meeting of voestalpine AG
on Wednesday, July 3, 2024, at 10:00 a.m (CEST, local Vienna time),
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 2023/2024
2. Resolution on the allocation of the balance sheet profit of the
business year 2023/2024
3. Resolution on the discharge of the members of the Management Board for
business year 2023/2024
4. Resolution on the discharge of the members of the Supervisory Board for
business year 2023/2024
5. Resolution on the compensation of the members of the Supervisory Board
for the business year 2023/2024
6. Resolution on the election of the auditor for the annual financial
statements and group´s consolidated financial statements as well as the
sustainability reporting for business year 2024/2025
7. Election of the Supervisory Board
8. Resolution on the compensation report for the members of the Management
Board and the Supervisory Board
9. Resolution on the compensation policy for the members of the Management
Board
10. Resolution on the compensation policy for the members of the
Supervisory Board
11. Resolution on amendments of the Articles of Association in Sec. 3
“Publications” and Sec. 18 “Annual General Meeting—Invitation” and
amendment of the Articles of Association by adding a new Sec. 19
“Moderated Virtual Annual General Meeting” and amending the numbering of
the subsequent paragraphs of the Articles of Association accordingly
12. Resolution on the creation of new authorized capital of 20% of the
share capital against cash contributions while respecting statutory
subscription rights, including indirect subscription rights pursuant to
Sec. 153 para. 6 AktG [Authorized Capital 2024/I], and appropriate
amendment of the Articles of Association in Sec. 4 (Share Capital and
Shares) para. 2a
13. Resolution on the creation of new authorized capital of 10% of the
share capital against contributions in kind and/or for issuance to
employees, officers, and members of the Management Board of the Company or
a company affiliated with the Company, with authorization to exclude
subscription rights [Authorized Capital 2024/II] and to amend the Articles
of Association accordingly in Sec. 4 (Share Capital and Shares), para. 2b
14. Resolution on the authorization of the Management Board to issue
financial instruments within the meaning of Sec. 174 AktG, in particular
convertible bonds, income bonds, and profit participation rights, which
may also grant the right to purchase and/or exchange shares in the
Company, including with authorization to exclude the right of shareholders
to purchase the financial instruments
15. Resolution on the cancellation of contingent capital in accordance
with Sec. 159 para. 2 no. 1 AktG in accordance with the resolution of the
Annual General Meeting of July 3, 2019, conditional increase of the share
capital of the Company in accordance with Sec. 159 para. 2 no. 1 AktG for
issuance to creditors of financial instruments to the extent of 10% of the
share capital [Contingent Capital 2024] and amendment of the Articles of
Association in Sec. 4 (Share Capital and Shares) para. 6 accordingly
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
[2]www.voestalpine.com no later than June 12, 2024:
• 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
for business year 2023/2024 in each case
• Proposed resolutions for agenda items 2–15
• Statements pursuant to Sec. 87 para. 2 AktG and CVs for election to
the Supervisory Board for agenda item 7
• Compensation report for members of the Management Board and
Supervisory Board
• Compensation policy for the members of the Management Board
• Compensation policy for the members of the Supervisory Board
• Report of the Management Board pursuant to Sec. 170 para. 2 in
conjunction with Sec. 153 para. 4 AktG for agenda item 13
• Report of the Management Board pursuant to Sec. 174 para. 4 in
conjunction with Sec. 153 para. 4 AktG for agenda items 14 and 15
• Articles of Association with the proposed amendments to the Articles
in modification mode
• Proxy authorization form
• Proxy authorization form and instructions to the independent voting
proxy
• Proxy cancellation form
• Complete text of this invitation
• General 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 23, 2024 (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 AktG to the Company no
later than June 28, 2024 (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 regular mail or voestalpine AG
courier service c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel, Austria
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 [3][email protected]
(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 Sec. 10a AktG
The deposit certificate 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 (Sec. 10a para. 2 AktG):
• Information on the issuer: company name and address or a code commonly
used in dealings between banks (SWIFT Code)
• 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 deposit certificate 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 23,
2024 (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 proxy authorization has already been sent to the
Company, entry will be facilitated if a copy of the proxy authorization is
brought along.
If you represent a legal person in the Annual General Meeting as member of
an executive body, please provide proof, in addition to the official photo
identification, that you are entitled to represent the legal person
individually (Commercial Register extract, as well as a proxy
authorization with an authorized corporate signature in the case of
collective representation).
Guests
The Annual 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 an Annual
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: [4][email protected]).
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 courier service
voestalpine AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel, Austria
By fax +43 (0)1 8900 500 50
By e-mail [5][email protected]
(Please use PDF format for proxy authorizations)
The proxies must be received by the Company no later than July 2, 2024, 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 can be downloaded
from the Company’s website at [6]www.voestalpine.com no later than
June 12, 2024. 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 mandatory for shareholders who wish to appoint a representative
to appoint the independent voting proxy from the “Interessenverband für
Anleger” (Austrian Association of Investors, IVA), referred to in point V,
Florian Beckermann, Board Member of the IVA, as their representative.
V. OPTION TO APPOINT AN INDEPENDENT VOTING PROXY AND PROCEDURE TO BE
FOLLOWED
As a special service, a representative from IVA, 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 authorization form may be downloaded from the Company’s
website at [7]www.voestalpine.com and may only be delivered to the
Company (by fax, e-mail, regular mail, or courier service) 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: [8][email protected].
The proxies must be received by the Company no later than July 2, 2024, 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 issue instructions to the voting proxy as to how the
latter (or a sub-proxy authorized by him/her) must exercise the 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 express instructions, there is no
assurance that the voting proxy can exercise voting rights. 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 [9][email protected], or a
SWIFT message is sent to the address GIBAATWGGMS and is received by the
Company no later than June 12, 2024 (12:00 a.m. [midnight], CEST, local
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 deposit certificate 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
certificate may not be more than seven days old at the time of its
submission to the Company. Multiple deposit certificates 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 no later than
June 24, 2024 (12:00 a.m.[midnight], CEST, local Vienna time) either by
fax to +43 (0) 50304 15 5872 or by regular mail or courier service to 4020
Linz, voestalpine-Strasse 1, attn. Dr. Christian Kaufmann, Legal, M&A, and
Compliance, or by e-mail to [10][email protected], where
the request is to be attached to the e-mail in text form, for example as a
PDF. 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.
In the case of a proposal to elect a Supervisory Board member, the
statement of the proposed person pursuant to Sec. 87 para. 2 AktG takes
the place of the statement of reasons.
Shareholder status shall be proven by submitting a deposit certificate in
accordance with Sec. 10a AktG, which may be no more than seven days old at
the time of submission to the Company. Multiple deposit certificates 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. Information according to Sec. 110 para. 2 sentence 2 in conjunction
with Sec. 86 paras. 7 and 9 AktG
With regard to agenda item 7 “New election of the Supervisory Board” and
the possible submission of a corresponding election proposal by
shareholders in accordance with Sec. 110 AktG, the Company provides the
following information:
After the last election by the Annual General Meeting, the Supervisory
Board of voestalpine AG consists of eight members elected by the Annual
General Meeting (shareholder representatives) and four members delegated
by the Works Council in accordance with Sec. 110 of the Austrian Labor
Constitution Act (Arbeitsverfassungsgesetz, ArbVG). Of the current seven
shareholder representatives, four are male and three are female, of the
four employee representatives, three are male and one female. The
Supervisory Board currently consists of seven men and four women;
therefore, the minimum proportion requirement according to Sec. 86
para. 7 AktG is met at this time.
voestalpine AG falls within the scope of Sec. 86 para. 7 AktG and has to
take the minimum proportion requirement under Sec. 86 para. 7 AktG into
account.
It is noted that an objection according to Sec. 86 para. 9 AktG was not
raised by the majority of shareholder representatives or by the majority
of employee representatives, and therefore there is no separate
fulfillment, but an overall fulfillment of the minimum proportion
requirement according to Sec. 86 Abs 7 AktG.
According to Sec. 9 para. 1 of the Articles of Association of voestalpine
AG, the Supervisory Board consists of three to eight members elected by
the Annual General Meeting as well as the members delegated in accordance
with Sec. 110 of the ArbVG.
If item 7 “Election of the Supervisory Board” includes the shareholder
submission of an election proposal, it should be noted that, if the
election proposals are adopted, the Supervisory Board will include at
least four women in total.
4. The right of shareholders to obtain information pursuant to
Sec. 118 AktG
Every shareholder has the right to request and obtain 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.
Please note that appropriate time limits may be set by the Chairperson
during the Annual General Meeting.
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
or courier service to the address voestalpine-Strasse 1, 4020 Linz,
Investor Relations Department, attn. DI (FH) Mr. Peter Fleischer, or by
e-mail to [11][email protected].
5. 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.
However, a shareholder motion regarding agenda item 7 “Election of the
Supervisory Board” necessarily requires the timely transmission of a
proposed resolution in accordance with Sec. 110 AktG: Persons may be
nominated for the Supervisory Board by shareholders whose combined shares
reach 1% of the share capital. Such election proposals must be received by
the Company in the manner set forth above by June 24, 2024, at the latest.
Each election proposal shall be accompanied by a statement in accordance
with Sec. 87 para. 2 AktG regarding the proposed person’s technical
qualifications, professional or similar functions, and any circumstances
which might give rise to the concern of bias.
If this is not the case, the shareholder’s request for the election of a
Supervisory Board member may not be taken into account in the vote.
With regard to information in accordance with Sec. 110 para. 2 sentence 2
in conjunction with Sec. 86 para. 7 and para. 9 AktG, please see point VI
para. 3.
VII. FURTHER DISCLOSURES AND INFORMATION
1. Total number of shares and voting rights
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. The company holds 7,098,547 shares.
The Company has no rights with respect to own shares. 8,975 shares were
declared invalid in accordance with Sec. 67 para. 2 in conjunction with
Sec. 262 para. 29 AktG, whereof 948 shares have not yet been submitted and
credited to a securities account. The total number of voting shares is
therefore 171,449,668 no-par bearer shares at the time of convocation.
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. Admission for collection of voting cards commences at
9:00 a.m. (CEST, local Vienna time).
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 3, 2024, live on the Internet at [12]www.voestalpine.com
starting at approx. 10:00 a.m. (CEST, local Vienna time). 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
[13]www.voestalpine.com/datenschutz-hv.at
Linz, June 2024
The Management Board
[14]^[1] Only the text of the following notice published in German is
legally binding.
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05.06.2024 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: voestalpine AG
voestalpine-Straße 1
4020 Linz
Austria
Phone: +43 50304/15-9949
Fax: +43 50304/55-5581
E-mail: [email protected]
Internet: www.voestalpine.com
ISIN: AT0000937503
WKN: 897200
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1918691 05.06.2024 CET/CEST
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