General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
The German version of this invitation shall be binding. This English
translation is for information purposes only.
FN 66209 t, ISIN AT0000937503
Invitation to the Annual General Meeting
We hereby invite our shareholders to the
25th Annual General Meeting of voestalpine AG
taking place on Wednesday, July 5, 2017 at 10:00 a.m. in the Design Center
Linz, Europaplatz 1, A-4020 Linz.
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 corporate governance report and the report of the Supervisory
Board to the Annual General Meeting on business year 2016/2017
2. Resolution on the allocation of the balance sheet profit of the business
3. Resolution on the discharge of the members of the Management Board for
business year 2016/2017
4. Resolution on the discharge of the members of the Supervisory Board for
business year 2016/2017
5. Resolution on the election of the auditor for the annual financial
statements and consolidated financial statements for business year 2017/2018
6. Resolution on the authorization of the Management Board a) to purchase own
shares in accordance with Section 65 para. 1 no. 4 and no. 8 as well as
para. 1a and para 1b of the Austrian Stock Corporation Act ("Aktiengesetz"
or "AktG") both on the stock exchange and over-the-counter to the maximum
extent of a total of 10% of the share capital also by excluding pro rata
disposal rights which may accompany such an acquisition (reverse exclusion
of subscription rights), b) in accordance with Section 65 para. 1b Austrian
Stock Corporation Act to determine a method of selling or using own shares
in a manner other than via the stock exchange or a public offer based on the
provisions on the exclusion of shareholders´ subscription rights, c) to
decrease the share capital of the Company by a redemption of these own
shares without any further resolution by the Annual General Meeting, d) by
revoking the authorization given by the Annual General Meeting on July 1,
2015 (see TOP 6).
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON
THE COMPANY WEBSITE In particular, the following documents will be available on
the website of the Company at www.voestalpine.com http://www.voestalpine.com/
no later than June 14, 2017:
Annual financial statements and management report,\nConsolidated corporate governance report,\nConsolidated financial statements and group management report,\nProposal with respect to the distribution of profits,\nReport of the Supervisory Board,\nin each case for business year 2016/2017;
Resolution proposals for agenda items 2-6,\nReport by the Management Board in accordance with Section 65 para. 1b together with Section 170 para. 2 and Section 153 para. 4 Austrian Stock Corporation Act with regard to item 6 of the agenda,\nProxy authorisation forms,\nProxy cancellation form,\nComplete text of this invitation.\nIII. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
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, 2017 (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, 2017 (12:00 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
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
By e-mail an electronic document in the form of a PDF with a qualified
electronic signature: firstname.lastname@example.org
(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 Section 19 para. 3 of the Articles of Association By fax:
+43 (0)1 8900 500 57 By e-mail: email@example.com
(Please use PDF format for deposit certificates)
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,\nInformation 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\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000937503,\nSecurities account number and/or other designation,\nDate to which the deposit certificate refers.\nThe 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, 2017 (12:00 midnight,
CEST, local Vienna time).
The deposit certificate will be accepted in German or English.
For identification purposes, shareholders and their proxies are asked to be
ready to show official photo identification when registering for the Annual
In order to avoid delays at the entrance checks, shareholders are asked to
present themselves in due time before the start of the Annual General Meeting.
Voting cards may be collected starting at 9:00 a.m.
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 who he or she represents.
Proxy authorisation must be granted to a specific person (natural person or
legal entity) in text form (Section 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
By mail or messenger:
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
By fax: +43 (0)1 8900 500 57 By e-mail:
(Please use PDF format for proxies)
The proxies must be received by the Company no later than July 4, 2017 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 exits check at the Annual
General Meetingon 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
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
If the shareholder has appointed the depositary bank (Section 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
Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorisation.
The rules indicated above with respect to proxy authorisation apply similarly
to proxy cancellation.
Independent voting representative 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. Wilhelm Rasinger to represent shareholders at this Annual General Meeting.
A special proxy form for authorising Mr. Wilhelm Rasinger may be downloaded
from the Company's website at www.voestalpine.com http://www.voestalpine.com/
and must be delivered to the Company only to one of the addresses indicated
above for delivery of proxy authorisations. Shareholders may also contact Mr.
Wilhelm Rasinger directly at IVA by phone +43 (0)1 8763343 30, fax +43 (0)1
8763343 39, or via e-mail at firstname.lastname@example.org [email@example.com].
Shareholder must provide Mr. Wilhelm Rasinger with instructions on how he (or a
sub-proxy authorised by Mr. Wilhelm Rasinger) is to exercise their voting
rights. Mr. Wilhelm Rasinger only exercises voting rights based on the
instructions given by the shareholder. Without explicit instructions, Mr.
Wilhelm Rasinger will not exercise voting rights based on the proxy
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:
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110,
118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda pursuant to Section 109 AktG Shareholders whose
combined holdings represent at least 5% of the share capital and who have
owned these shares for at least three months prior to making such request
have the right to request in writing that additional items be put on the
agenda of this Annual General Meeting and be published provided that such
request is made in writing and delivered to the Company no later than June
14, 2017 (12:00 midnight, CEST, local Vienna time) only to the address
voestalpine- Strasse 1, 4020 Linz, Attn. Mr. Christian Kaufmann. Each agenda
item requested must be accompanied by a resolution proposal and a statement
of reasons. Proof of shareholder status must be provided by submitting a
deposit certificates in accordance with Section 10a of the AktG that
confirms that the requesting shareholders have owned the shares for at least
three months before the request and must no more than seven days old at the
time it is submitted to the Company. 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).
2. Resolutions proposed for the agenda by shareholders pursuant to Section 110
Shareholders whose combined holdings represent at least 1% of the share capital
have the right to submit resolution proposals in text form for any agenda item,
together with a statement of reasons, and request that these proposals,
together with the names of the shareholders concerned, the reasons given and
any statement by the Management Board or Supervisory Board, be made available
on the Company's website as entered into the Commercial Register. Such requests
must be delivered to the Company in text form no later than June 26, 2017
(12:00 midnight, CEST, local Vienna time) either by fax to +43 (0) 50304 15
5872 or by mail to the address voestalpine-Strasse 1, 4020 Linz, Attn. Mr.
Christian Kaufmann or by e-mail to firstname.lastname@example.org, whereby
the written request must be attached to the e-mail, e.g. as a PDF file.
Proof of shareholder status must be provided by submitting a deposit
certificate in accordance with Section 10a of the AktG that is no more than
seven days old at the time it is submitted to the Company. 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).
3. The right of shareholders to obtain information pursuant to Section 118 AktG
Every shareholder has the right to request information on any matters
pertaining to the Company 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 detriments to the Company or an affiliated company,
or if provision of the information would be punishable.
In accordance with Section 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 address Investor Relations Department,
voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Peter Fleischer or by e-mail to
email@example.com [firstname.lastname@example.org] or by fax to +43 (0) 50304 55 5581.
4. Motions by Shareholders at the Annual General Meeting pursuant to Section
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 Section 119 Para. 3 AktG.
5. Information on the website Additional information on these shareholder
rights, which are provided for in Sections 109, 110, 118 and 119 of the
AktG, is available on the Company's website www.voestalpine.com
VI. FURTHER DICSLOSURES AND INFORMATION
1. Total number of shares On the date the Annual General Meeting was convened,
the Company had share capital of EUR 320,394,836.99 divided into 176,349,163
no-par bearer shares. Each share grants one vote. On the date the Annual
General Meeting was convened, the Company held 28,597 treasury shares that
do not confer any rights. 8,975 shares were declared invalid in accordance
with Section 67 para. 2 in combination with Section 262 para. 29 of the AktG
whereof 2,263 shares have not been submitted and credited to securities
accounts on the date the Annual General Meeting was convened. Therefore, on
the date the Annual General Meeting was convened there were a total of
176,318,303 shares giving their owners the right to attend and vote at the
Annual General Meeting. There are no other classes of shares.
2. 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
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,
2017 live on the Internet at www.voestalpine.com http://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.
Linz, June 2017
The Management Board
end of announcement euro adhoc
Attachments with Announcement:
issuer: voestalpine AG voestalpine-Straße 1 A-4020 Linz
phone: +43 50304/15-9949
FAX: +43 50304/55-5581
indexes: WBI, ATX
Digital press kit: http://www.ots.at/pressemappe/2054/aom
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Veränderung zu letztem SK: 0.32%
Letzter SK: 27.90 ( 1.31%)
voestalpine: Q4 2016, Seite 2/3, komplettes Dokument unter http://boerse-social.com/static/uploads/file_2273_voestalpine_q4_2016.pdf
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