General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
Graz, FN 50935 f
Convening of the 114th Annual General Meeting of
on Wednesday, March 24, 2021, at 10:30 a.m., time in Vienna
The location of the Annual General Meeting pursuant to § 106 (1) AktG
is the company headquarters at Stattegger Strasse 18, 8045 Graz.
I. VIRTUAL ANNUAL GENERAL MEETING
1. COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law Regulation
In order to protect the shareholders and other participants, the Executive Board
has decided to make use of the legal provision to hold a virtual Annual General
Pursuant to § 1 (2) COVID-19-GesG, Federal Law Gazette I no. 16/2020 as amended
by Federal Law Gazette I no. 156/2020 and COVID-19-GesV (Federal Law Gazette II
no. 140/2020 as amended by Federal Law Gazette II no. 616/2020) and in
consideration of the interests of both the company and the participants, the
Annual General Meeting of ANDRITZ AG on March 24, 2021, will be conducted as a
virtual Annual General Meeting.
This means that shareholders and their representatives (except the special
voting proxy holders pursuant to §3 (4) COVID-19 GesV) cannot be physically
present at the Annual General Meeting of ANDRITZ AG on March 24, 2021, following
this decision by the Executive Board.
The Annual General Meeting will be held at the company headquarters at
Stattegger Strasse 18, 8045 Graz, exclusively in the physical presence of the
Supervisory Board Chairman, the Chairman of the Executive Board and the other
Executive Board members, the certifying notary public and the four special
voting proxy holders suggested by the company.
Holding the Annual General Meeting as a virtual meeting pursuant to COVID-19
GesV results in some changes to the Annual General Meeting procedures and in the
exercise of shareholders' rights.
Voting rights, the right to propose resolutions and the right to raise
objections can only be exercised by one of the special voting proxy holders
proposed by the company pursuant to § 3 (4) COVID-19 GesV.
The right to information can be exercised during the virtual Annual General
Meeting by the shareholders themselves via electronic communication. This
communication is possible in text form only by direct e-mail to the company at
firstname.lastname@example.org provided that the shareholders have sent a
safe custody receipt pursuant to § 10a AktG according to item IV and authorized
a special voting proxy holder according to item V before the deadline stated.
2. Annual General Meeting broadcast on the Internet
The Annual General Meeting will be broadcast by audiovisual means on the
Internet in full and in real time pursuant to § 3 (1), (2) and (4) COVID-19 GesV
in conjunction with § 102 (4) AktG.
This is permissible under data protection law with regard to the legal basis
provided by § 3 (1), (2) and (4) COVID-19 GesV.
All of the company's shareholders can attend the Annual General Meeting as a
virtual Annual General Meeting using the appropriate equipment (e.g. computer,
laptop, tablet or smartphone together with an Internet connection with
sufficient bandwidth for streaming videos) at www.andritz.com as from
approximately 10:30 hrs, time in Vienna, on March 24, 2021. There is no need for
registration or login to attend the Annual General Meeting.
As the virtual Annual General Meeting will be broadcast on the Internet, all
shareholders will be able to follow the Annual General Meeting and, in
particular, the Executive Board's presentation, the answers to shareholders'
questions and the voting process in real time via this one-way audiovisual
We wish to point out that this live broadcast as a virtual Annual General
Meeting does not permit remote participation (§ 102 (3) line 2 AktG) or remote
voting (§ 102 (3) line 3 AktG and § 126 AktG) and that the Internet broadcast is
not a two-way connection. Hence, an individual shareholder can only follow the
Annual General Meeting.
Similarly, we must point out that the company is only responsible for the use of
technical means of communication to the extent that they are attributable to its
own sphere (§ 2 (6) COVID-19 GesV).
Furthermore, we wish to draw your attention to the information on the
organizational and technical requirements for participation pursuant to § 3 (3)
in conjunction with § 2 (4) COVID-19 GesV ("Information concerning
1. Presentation of the Financial Statements including the Management Report
and Corporate Governance Report, the Consolidated Financial Statements
including the Consolidated Management Report, the Proposal on the
Allocation of Net Earnings and the Supervisory Board's Report for the 2020
2. Resolution on the use of the net earnings
3. Resolution on discharge of the Executive Board members for the 2020
4. Resolution on discharge of the Supervisory Board members for the 2020
5. Resolution on the remuneration for the Supervisory Board members for the
2020 business year
6. Appointment of the auditor for the Financial Statements and Consolidated
Financial Statements for the 2021 business year
7. Appointment of two persons to the Supervisory Board
8. Resolution on the remuneration report
9. Resolution on the remuneration policy
10. Resolution on authorizations for the Executive Board in connection with the
purchase and sale of treasury shares
Report by the Executive Board pursuant to § 65 (3) AktG in connection with
treasury shares and resolutions to authorize the Executive Board to
purchase treasury shares in accordance with the provisions of the Austrian
Stock Corporation Act (AktG) and the Austrian Stock Exchange Act according
to the provisions of § 65 (1) line 8 AktG for a period of thirty months as
from April 1, 2021 and to cancel these shares if necessary, and to
authorize the Executive Board to pass a resolution to also sell the
treasury shares with the consent of the Supervisory Board in another way
than through the stock exchange or a public offering, excluding the
subscription right of the shareholders, for a period of five years after
the resolution is passed.
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, PROVIDING OF INFORMATION ON THE
In particular, the following documents shall be available pursuant to § 108 (3)
and (4) AktG on the company's web site at www.andritz.com, as entered in the
Companies Register, not later than March 3, 2021:
Information on the organizational and technical requirements for participation pursuant to § 3 (3) in conjunction with § 2 (4) COVID-19 GesV ("Information concerning participation")\nFinancial Statements\nManagement Report\nConsolidated Non-financial Statement\nConsolidated Financial Statements\nConsolidated Corporate Governance Report\nProposal for use of the net earnings\nReport of the Supervisory Board\nfor the 2020 business year in each case
Motions on items 2 to 10 on the agenda\nRemuneration report\nRemuneration policy\nStatements by the candidates for appointments to the Supervisory Board to agenda item 7 pursuant to § 87 (2) AktG, including curriculum vitae\nExecutive Board report on justification of exclusion of subscription rights to agenda item 10 (Authorization of the Executive Board in connection with the purchase and sale of treasury shares)\nForm for granting a proxy with special voting rights pursuant to § 3 (4) COVID-19 GesV\nQuestion form\nForm for revoking a proxy\nFull wording of this convening document for the Annual General Meeting\nIV. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL
The right to participate in the virtual Annual General Meeting and to exercise
voting and all other shareholders' rights to be asserted at the Annual General
Meeting pursuant to COVID-19 GesG and COVID-19 GesV is conditional upon the
shareholding at the end of the day on March 14, 2021 (24:00 hrs, time in Vienna)
Only persons who are shareholders on this record date and provide proof thereof
to the company are entitled to take part in and to exercise their shareholder
rights at this virtual Annual General Meeting pursuant to COVID-19 GesG and
A safe custody receipt pursuant to § 10a AktG that must be received by the
company not later than March 19, 2021 (24:00 hrs, time in Vienna) via one of the
following communication channels at one of the following addresses is to be
provided as evidence of the shareholding on the record date.
For submission of the safe custody receipt in text form, which is sufficient according to Article 18 (3) of the Articles of Association\nby fax: +43 1 8900 500 94\nby e-mail: email@example.com (safe custody receipts in PDF format please)\nFor submission of the safe custody receipt in written form\nby mail or messenger service:
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60\n - by SWIFT:
(Message type MT598 or MT599, it is essential to state ISIN AT0000730007 in
the message text)
It is not possible to appoint a properly authorized, special voting proxy holder
and to exercise the voting rights of the shareholders if the company does not
receive the safe custody receipt in time.
The shareholders are requested to contact their custodian bank and arrange for a
safe custody receipt to be issued and submitted.
The record date has no effect on the saleability of the shares and has no
bearing on dividend entitlement.
Safe custody receipt pursuant to § 10a AktG
The safe custody receipt must be issued by the custodian bank with headquarters
in a member state of the European Economic Area or a full member of the OECD and
must contain the following information (§ 10a (2) AktG):
Information on the issuer: Name/company and address or code normally used in communication between banks (SWIFT code)\nInformation on the shareholder: Name/company, address, date of birth of individuals, companies' register and register number of legal entities, as applicable\nSafe custody or securities account number or other designation\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000730007 (international securities identification number)\nReference time or time period to which the safe custody receipt refers\nThe safe custody receipt as evidence of shareholding for the purpose of
participation in the Annual General Meeting must refer to the end of the day on
the record date March 14, 2021 (24:00 hrs, time in Vienna).
The safe custody receipt will be accepted in German or English.
V. APPOINTING A SPECIAL VOTING PROXY HOLDER AND THE PROCESS TO BE OBSERVED FOR
Each shareholder who is entitled to attend the virtual Annual General Meeting
pursuant to COVID-19 GesG and COVID-19 GesV and has provided proof thereof as
stipulated in item IV of the present convening document has the right to appoint
a special voting proxy holder.
Pursuant to § 3 (4) COVID-19 GesV, it is only possible to table a motion, vote
and raise an objection during this virtual Annual General Meeting of ANDRITZ AG
on March 24, 2021, through one of the special voting proxy holders.
The following persons, who are suitable and independent of the company are
proposed as special voting proxy holders:
(i) Dr. Michael Knap
c/o Interessenverband für Anleger, IVA
1130 Vienna, Feldmühlgasse 22
(ii) Attorney-at-law Dr. Paul Fussenegger
1010 Vienna, Rotenturmstrasse 12/6
(iii) Attorney-at-law Mag. Philipp Stossier
c/o Stossier Heitzinger Rechtsanwälte
4600 Wels, Dragonerstrasse 54
(iv) Attorney-at-law Dr. Christoph Nauer, LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
2340 Mödling, Enzersdorferstrasse 4
Each shareholder can choose one of the four persons mentioned above as his
special voting proxy holder and grant this person a proxy.
A separate proxy form can be downloaded from the company's web site at
www.andritz.com in order to grant the proxy to the special voting proxy holders.
We kindly request you to use this proxy form.
The requirements stated in the information concerning participation must be
observed for granting of proxy and the respective submission options and
It is expressly forbidden to hand over the proxy personally at the meeting
VI. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO §§ 109, 110, 118 AND 119
1. Addition to the agenda by shareholders pursuant to § 109 AktG
Shareholders may request in writing that additional items be added to the agenda
of this Annual General Meeting and announced if their individual or aggregate
holding reaches 5% of the total shares and they have held these shares for at
least three months before submitting the request, provided that this request is
delivered in writing to the company by mail or messenger service not later than
March 3, 2021 (24:00 hrs, time in Vienna) and addressed exclusively to ANDRITZ
AG, att. Dr. Michael Buchbauer
, Investor Relations Department, Stattegger
Strasse 18, 8045 Graz, Austria, or by e-mail with qualified electronic signature
to firstname.lastname@example.org or by SWIFT to GIBAATWGGMS.
"In writing" means with a hand-written signature or the company's legally
binding signature by each requester or, if submitted by e-mail, with a qualified
electronic signature, or, if submitted via SWIFT, with message type MT598 or MT
99, where the text must also state ISIN code AT0000730007.
Each agenda item requested in this way must include a resolution proposal and
state the reason for the request. The agenda item and the proposed resolution,
but not the reasons for the resolution, must also be worded in German. Proof of
shareholding must be brought by submitting a safe custody receipt pursuant to §
10a AktG confirming that the shareholders making the request have held the
shares for at least three months before submitting the request. This safe
custody receipt must not be more than seven days old at the time of submission
to the company. Several share safe custody receipts that only communicate an
aggregate shareholding of 5% all together must refer to the same time and date.
Reference is made to the information on entitlement to participate (item IV of
this convening document) concerning the other requirements relating to the safe
2. Resolution proposals for the agenda by shareholders pursuant to § 110 AktG
Shareholders may submit resolution proposals in text form, including the reasons
for the proposal, for any item on the agenda and request that these proposals be
made accessible together with the name of the shareholder concerned, the reasons
to be attached to the proposal and any comments thereon by the Executive Board
or the Supervisory Board on the company's web site as entered in the Companies'
Register if their individual or aggregate holding reaches 1% of the total shares
provided that this request is delivered to the company either in text form by
fax to 43 316 6902-465, by mail, messenger service or personally to ANDRITZ AG,
att. Dr. Michael Buchbauer, Investor Relations Department, Stattegger Strasse
18, 8045 Graz, Austria, or by e-mail to email@example.com not later
than March 15, 2021 (24:00 hrs, time in Vienna), where the shareholders' request
in text form is attached to the e-mail, for example as a PDF file. If text form
is required pursuant to § 13 (2) AktG for declarations, the declaration must be
submitted in a certificate or in another way using written characters suitable
for permanent reproduction, stating the identity of the person making the
statement and indicating the end of the statement by a facsimile of the person's
signature or by other means. The proposed resolution, but not the reasons for
it, must also be worded in German.
The declaration by the person proposed pursuant to § 87 (2) AktG shall take the
place of the reasons in a proposal for election of a Supervisory Board member.
Proof of shareholding must be brought by submitting a safe custody receipt
pursuant to § 10a AktG, which must not be more than seven days old at the time
of submission to the company. Several safe custody receipts that only
communicate an aggregate shareholding of 1% all together must refer to the same
time and date.
Reference is made to the information on entitlement to participate (item IV of
this convening document) concerning the other requirements relating to the safe
3. Information pursuant to § 110 (2), sentence 2 in conjunction with § 86 (7)
and (9) AktG
This information is not needed because ANDRITZ AG is not subject to § 86 (7)
AktG and need not take the minimum shareholding requirement pursuant to § 86 (7)
AktG into account.
4. Shareholders' right to information pursuant to § 118 AktG
Each shareholder shall, upon request, receive information at the Annual General
Meeting on matters concerning the company to the extent that such information is
necessary in order to properly evaluate an item on the agenda. The obligation to
provide information also extends to the legal relationships between the company
and an affiliated company and to the situation within the Group and the
companies included in the Consolidated Financial Statements.
Information may be denied if it would be deemed suitable according to reasonable
entrepreneurial judgment to cause significant harm to the company or an
associated company or if disclosure thereof would be grounds for prosecution.
In order to exercise the shareholders' right to information, a shareholder must
provide proof of the right to participate (item IV of the convening document)
and grant a proxy to a special voting proxy holder (item V of the convening
We expressly point out that the right to information and the right to speak
during this virtual Annual General Meeting can only be exercised by the
shareholders themselves by using electronic mail to send questions or the
statement directly to the company by e-mail to
The shareholders are requested to send all questions beforehand in text form by
e-mail to firstname.lastname@example.org. The questions must be sent in time
to reach the company not later than three working days before the Annual General
Meeting, which is by March 19, 2021. This will serve to ensure that the meeting
is conducted efficiently in the interests of all participants in the Annual
General Meeting, especially in dealing with questions requiring lengthy
This will enable the Executive Board to prepare as carefully as possible for the
meeting and answer your questions quickly.
Please use the question form available on the company's web site at
www.andritz.com. If this question form is not used, the person addressing the
question (name/company, date of birth/Companies' Register number of the
shareholder) must be stated in the respective e-mail. In order to enable the
company to establish the identity and conformity with the safe custody receipt,
we kindly request you to also state your custody account number in the e-mail in
Please note that the chairman may define appropriate time limits during the
Annual General Meeting.
More detailed information and ways of exercising the shareholders' right to
information pursuant to § 118 AktG are provided in the information concerning
5. Motions tabled by shareholders at the Annual General Meeting pursuant to §
Irrespective of a specific shareholding, all shareholders are entitled to table
motions relating to any item on the agenda through their special voting proxy
holder during the virtual Annual General Meeting pursuant to COVID-19 GesG and
The time until which instructions can be issued to the special voting proxy
holders on a motion tabled will be determined by the chairman in the course of
the virtual Annual General Meeting.
In order to do so, the shareholder must provide proof of the right to
participate pursuant to item IV of the present convening document and of the
granting of the corresponding proxy to the special voting proxy holder in
accordance with item V of the present convening document.
More detailed information and ways of exercising the shareholders' right to
table motions pursuant to § 119 AktG are provided in the information concerning
However, if a shareholder tables a motion for election of a member of the
Supervisory Board, it is mandatory that a resolution proposal pursuant to § 110
AktG be submitted within the time period allowed: Candidates for election to the
Supervisory Board (item 7 on the agenda) can only be proposed by shareholders
whose aggregate shareholding reaches 1% of the total shares. Such election
proposals must be delivered to the company as described above (item VI, para. 2)
not later than March 15, 2021. Each proposal must be accompanied by the
declaration pursuant to § 87 (2) AktG by the candidate for election concerning
their professional qualifications, their professional or comparable functions,
and all circumstances that could give cause for concern with regard to the
Otherwise the shareholders' motion for election of a member of the Supervisory
Board can not be considered in the vote.
Please note that ANDRITZ AG is not subject to § 86, (7) AktG and need not take
the minimum shareholding requirement pursuant to § 86 (7) into account.
6. Information on shareholders' data protection
ANDRITZ AG processes shareholders' personal data (particularly data pursuant to
§ 10a (2) AktG, which are name, address, date of birth, number of the securities
account, number of shares held, type of shares if applicable, voting card
number, as well as the name and date of birth of the proxy holder(s) if
applicable) on the basis of the data protection regulations applying, in
particular the European General Data Protection Regulation (GDPR) and the
Austrian Data Protection Act in order to enable the shareholders to exercise
their rights at the Annual General Meeting.
Processing of shareholders' personal data is absolutely necessary if
shareholders and their proxy holders are to participate in the Annual General
Meeting pursuant to the Austrian Stock Corporation Act. The legal basis for data
processing is thus Section 6 (1) c) GDPR.
ANDRITZ AG is the processor. ANDRITZ AG uses external service companies, such as
notaries, attorneys, banks, and IT service providers, for the purposes of
organizing the Annual General Meeting. These companies only receive such
personal data from ANDRITZ AG as are necessary to perform the service ordered
and process the data exclusively according to ANDRITZ AG's instructions. ANDRITZ
AG has concluded data protection agreements with these service companies to the
extent required by law.
If a shareholder takes part in the Annual General Meeting, all of the
shareholders present or their proxy holders, the members of the Executive and
Supervisory Boards, the notary public and all other persons with a legal right
to participate can examine the list of participants (§ 117 AktG) and thus also
access the personal data it contains (including name, place of residence and
shareholding). In addition, ANDRITZ AG is under legal obligation to submit
shareholders' personal data (in particular the list of participants) to the
Companies' Register as part of the notarial record (§ 120 AktG).
The shareholders' data are rendered anonymous or deleted as soon as they are no
longer needed for the purposes for which they were collected and processed and
to the extent that there are no other legal obligations that require these data
to be stored. Obligations to verify and store data result, in particular, from
company, stock corporation and takeover law, fiscal and tax legislation, and
from anti-money laundering regulations. If any legal claims are raised against
ANDRITZ AG by shareholders or by ANDRITZ AG against shareholders, storage of
personal data is used in individual cases to settle and enforce claims. In
connection with legal proceedings in civil courts, this can result in data being
stored for the duration of the limitation period plus the duration of the legal
proceedings until they are legally terminated.
Each shareholder has the right of access, rectification, restriction of
processing, objection and deletion at any time concerning processing of personal
data as well as a right of data portability pursuant to Chapter III of the GDPR.
Shareholders can enforce these rights towards ANDRITZ AG free of charge at the
following e-mail address email@example.com or using the following
Stattegger Strasse 18
Fax: +43 316 6902-465
In addition, shareholders have the right to lodge a complaint with the data
protection supervisory authority pursuant to Article 77 of the GDPR.
Further information on data protection can be found in the Data Protection
Statement on the ANDRITZ AG web site at www.andritz.com.
VII. FURTHER DETAILS AND INFORMATION
1. Total number of shares and voting rights
At the time of convening the virtual Annual General Meeting, the company's share
capital amounts to EUR 104,000,000.- and is divided into 104,000,000 shares
issued to bearers. Each share carries one vote at the virtual Annual General
At the time of convening the virtual Annual General Meeting, the company holds
4,744,104 of its own shares. These shares do not carry any rights, also no
voting rights. Any change in the holding of the company's own shares up to the
Annual General Meeting will be announced during the meeting. There are not
several different types of shares.
2. No physical presence
We wish to point out once again that neither shareholders nor guests are
permitted to personally attend the upcoming Annual General Meeting, to be held
as a virtual Annual General Meeting pursuant to COVID-19 GesV.
Graz, February 2021
The Executive Board
end of announcement euro adhoc
issuer: Andritz AG
Stattegger Straße 18
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
indexes: WBI, ATX
Digital press kit: http://www.ots.at/pressemappe/2900/aom
Akt. Indikation: 46.22 / 46.32
Veränderung zu letztem SK: 1.69%
Letzter SK: 45.50 ( 0.84%)
#Börsegeschichte 2006: Michael Buchbauer, IR-Chef von Andritz, auf dem wohl höchsten Ort der Welt, auf dem jemals ein Banner eines ATX-Unternehmens platziert wurde: Dem Aconcagua, einer der Seven Summits und zugleich mit 6962 Metern der höchste Berg Nord- und Südamerikas in der Grenzzone zwischen Chile und Argentinien.
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