General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
Invitation to the
Extraordinary General Meeting
Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT 0000720008
We are pleased to invite our shareholders to the Extraordinary General Meeting,
which will take place on Monday, September 6, 2021, at 2:00 p.m. (CEST) at the
company's seat, A-1020 Vienna, Lassallestrasse 9. In order to protect the
shareholders and other participants, the Management Board has decided to hold
the general meeting as a virtual general meeting (according to COVID-19-GesV).
Shareholders can therefore not be physically present.
All shareholders of the company can follow the Extraordinary General Meeting on
September 6, 2021 from 2:00 p.m. on the Internet at http://www.a1.group/en/ir/
extraordinary-general-meeting-2021 (full Internet broadcast in real time in
accordance with § 3 para 4 COVID-19-GesV in connection with § 102 para 4 Stock
Corporation Act). The live broadcast does not allow remote participation (§ 102
para 3 lit 2 Stock Corporation Act) and no remote voting (§ 102 para 3 lit 3
Stock Corporation Act and § 126 Stock Corporation Act).
The exercise of the right to vote, the right to submit motions and the right to
object are only exercised by granting a power of attorney and giving
instructions to one of the four independent, "special proxies" proposed by the
Company (see below: Participation, deposit confirmation, special proxies) whose
costs are borne by the Company.
The right to information can only be exercised by the shareholders themselves
during the virtual general meeting by e-mail directly to the following e-mail
Please note the organizational and technical requirements for participation in
accordance with § 3 para 3 in connection with § 2 para 4 COVID-19-GesV
("participation information") which will be published on the company's website
Agenda Item 1:
Election of a member of the supervisory board.
The following documents are available at https://www.a1.group:
1. the complete text of this invitation to the Extraordinary General Meeting;
2. the invitation request by the shareholder Österreichische Beteiligungs AG;
3. the resolution proposal by the shareholder Österreichische Beteiligungs AG;
4. the forms for proxy and revocation of proxy for the special proxies as well
as a form for questions;
5. the curriculum vitae and the statement according to § 87 para 2 Stock
6. the participation information according to § 3 para 3 COVID-GesV.
Additional items to the agenda:
Shareholders whose shares collectively amount to 5% of the share capital can
request that items be placed on the agenda and announced. Each item on the
agenda must be accompanied by a proposal for a resolution including the reasons
(both required in German); in the case of supervisory board elections, the
statement of the proposed person in accordance with § 87 para 2 Stock
Corporation Act takes the place of the reason. The written and signed
application must be received by Telekom Austria AG, Investor Relations
Department, Lassallestrasse 9, 1020 Vienna, by August 18, 2021 (19th day before
the Extraordinary General Meeting). The applicants must have held the shares for
at least 3 months before submitting the application. This must be proven at the
same time as the application by means of a deposit confirmation in accordance
with § 10a Stock Corporation Act.
Until the end of August 26, 2021 (7th business day before the Extraordinary
General Meeting), shareholders whose shares total 1% of the share capital can
submit proposals for resolution to the company on any item on the agenda and
request that these proposals be submitted together with the names of the
relevant shareholders, the attached reasons and any comments by the Management
Board or the Supervisory Board are published on the Company's website. In the
case of a proposal for the election of a member of the Supervisory Board, the
statement of the proposed person acc. to § 87 para 2 Stock Corporation Act takes
the place of the reason.
These documents, including proof of shareholder status, are to be provided in
the form of a deposit confirmation in accordance with § 10a Stock Corporation
Act, in text form (by fax to +43 (0) 50 664 9 49040 or by mail to Telekom
Austria AG, Investor Relations Department, 1020 Vienna, Lassallestrasse 9, or by
E -Mail to firstname.lastname@example.org).
The company will publish the proposal no later than on the 2nd working day after
1. it contains no reasons or the declaration according to § 87 para 2 Stock
Corporation Act is not provided,
2. it would lead to a resolution by the Extraordinary General Meeting, which
is unlawful or in contradiction to the Articles of Association,
3. a similar proposal based on the same circumstances is already made
accessible for the shareholders,
4. the proposal qualifies as slander (§ 111 Austrian Penal Code) or libel (§
115 Austrian Penal Code) or the Management Board would become liable to
prosecution for making the proposal accessible or
5. the shareholders indicate that they will not attend the Extraordinary
General Meeting and will not be represented by anyone.
The reasons do not have to be published on the company's website, if they
contain more than 5,000 characters or if the statement fulfils one of the
elements in the above-mentioned item 4. If several shareholders deliver
resolution proposals for the same item of the agenda, the Management Board may
summarize the resolution proposals and their reasons. The resolution proposals
including the reasons must be submitted in German.
Deposit confirmation when adding further items on the agenda or when proposing
As proof of shareholder status, shareholders have to attach a deposit
confirmation in accordance with § 10a Stock Corporation Act in German or English
from the depositary bank with its registered office in a member state of the
European Economic Area or in a full member state of the OECD, which must not be
older than 7 days at the time of submission to the company. If there are several
shareholders who only jointly achieve the required share ownership of 5% or 1%
of the share capital, the deposit confirmations for all shareholders must refer
to the same point in time (day, time).
Right to submit motions
Every shareholder is entitled to submit motions to any item on the agenda at the
Extraordinary General Meeting. Resolution proposals which according to § 110
Stock Corporation Act have been published on the company's website shall only be
voted on if they are repeated at the Extraordinary General Meeting as proposals
for passing a resolution. For a shareholder to propose the election of a member
to the Supervisory Board, the timely submission of an election proposal in text
form pursuant to § 110 Stock Corporation Act, to be accompanied by a statement
pursuant to § 87 Para 2 Stock Corporation Act, is mandatory. The right to submit
motions to the virtual general meeting can only be exercised through a special
Right to information:
Upon request at the Extraordinary General Meeting, each shareholder shall be
granted information about the affairs of the company, if necessary to make
possible the correct evaluation of an item on the agenda. The right to
information can only be exercised during the virtual general meeting by sending
an e-mail to email@example.com.
Information rendered shall comply with the principles of diligent and accurate
accountability. The information may be refused if
1. such information - according to a reasonable economic evaluation - could be
of considerable detriment to the company or to an affiliated company, or
2. providing the information would constitute an offence.
The reason for refusing to provide information must be stated.
Participation, deposit confirmation & special proxies:
As the Extraordinary General Meeting on September 06, 2021 will be held
virtually, shareholders cannot be physically present. Participation in this
virtual Extraordinary General Meeting, the exercise of voting rights, the right
to propose a resolution and to object to the resolution are only possible by
granting power of attorney and giving instructions to one of the four
independent special proxies proposed by the Company. It is not possible to
authorize other persons.
Only persons who are shareholders at the end of August 27, 2021 (record date)
and provide the Company with evidence of their shareholding are entitled to
participate in this virtual General Meeting. Proof of shareholder status is to
be provided by means of a deposit confirmation in German or English. This
deposit confirmation must be issued by the custodian bank which has its
registered office in a member state of the European Economic Area or in a full
member state of the OECD and shall be received by the company by the 3rd
business day prior to the Extraordinary General Meeting at the latest. Please
note that this deadline ends on September 01, 2021.
The deposit confirmations shall be sent to the company
(i) in text form according to § 16 para 2 of the Articles of Association
per telefax: +43 (0)1 8900 500 52 or
per e-mail: firstname.lastname@example.org (deposit confirmation by PDF),
(ii) in written form and duly signed (official company signature) by mail or
courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH, Re: Telekom
Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, or
via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively
599); please indicate in the wording ISIN AT 0000720008.
Submitting the deposit confirmation serves at the same time as registration for
the Extraordinary General Meeting. The deposit confirmation shall contain the
1. the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g. BIC code),
2. the shareholder by reference to name (company name) and address, date of
birth in case of physical persons and in case of legal persons, if
applicable, registry and company registration number under which the legal
person is registered in its country of origin,
3. deposit number or, if not available, an alternative identification,
4. number of shares held by the shareholder, ISIN (please indicate in the
ISIN AT 0000720008),
5. explicit confirmation that the deposit confirmation refers to the record
date, which is August 27, 2021, 12:00 midnight (CEST) (local time Vienna).
Every shareholder who is entitled to participate in the Extraordinary General
Meeting and has duly verified this to the Company is entitled to authorize one
of the following special proxies.
(i) Dr. Michael Knap
c/o Austrian Shareholder Association, IVA
A-1130 Vienna, Feldmühlgasse 22
(ii) Attorney of law Dr. Christoph Nauer LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
2340 Mödling, Enzersdorferstraße 4
(iii) MMag. Thomas Niss
c/o Coown Technologies GmbH,
A-1040 Vienna, Gußhausstraße 3/2
(iv) Attorney of law Dr. Sascha Schulz
c/o Schönherr Rechtsanwälte GmbH
A-1010 Vienna, Schottenring 19
A power of attorney form is available at http://www.a1.group/en/ir/
extraordinary-general-meeting-2021. We ask you to only use this power of
For the further details regarding granting power of attorney and issuing
instructions, the communication options and deadlines provided for this purpose,
the regulations provided in the participation information must be observed. A
personal handover of the power of attorney at the meeting place is excluded.
Information on the data privacy of shareholders:
Telekom Austria AG processes the personal data of shareholders (in particular
the information according to § 10a Para 2 Stock Corporation Act; i.e. name,
address, date of birth, number of the securities custody account, number of
shares held by the shareholder, type of share if applicable, number of the
voting card as well as the e-mail address, the name and date of birth of the
designated proxy, if applicable) on the basis of legally valid data privacy
regulations, especially the EU's General Data Protection Regulation (GDPR) as
well as the Austrian Data Protection Act, in order to enable shareholders to
exercise their rights at the Extraordinary General Meeting. The processing of
the personal data of shareholders is absolutely necessary for the participation
of shareholders and their representatives in the Extraordinary General Meeting
pursuant to Austrian Stock Corporation Act. The legal foundation for processing
of personal data is Art 6 Para 1 lit c GDPR. According to Art 4 lit 7 GDPR
Telekom Austria AG is controller of the processing of personal data. Telekom
Austria AG uses external service companies such as notaries public, lawyers and
banks for the purpose of holding the Extraordinary General Meeting. They only
receive the personal data from Telekom Austria AG which is required to carry out
the contracted service, and exclusively process data in accordance with the
instructions provided by Telekom Austria AG. If legally required, Telekom
Austria AG has concluded data privacy agreements with these service companies.
Participating shareholders and their representatives must be included in the
legally required list of participants (§ 117 Stock Corporation Act). Other
shareholders or their representatives, the members of the Management Board and
Supervisory Board, the notary public and all other persons with a statutory
right of participation may study this directory and thereby also see the
personal data mentioned therein (including name, place of residence, number of
shares). Telekom Austria AG is also legally obliged to submit personal
shareholder data (especially the list pf participants) to the Commercial
Register as part of the notarial record (§ 120 Stock Corporation Act).
Austria AG on our website via the following link: https://www.a1.group/en/meta/
Total number of shares and voting rights at time of invitation:
The share capital of the company amounts to EUR 1,449,274,500 and is divided
into 664,500,000 no par value bearer shares. Every share grants the right to one
vote. At the time of this invitation, the company holds 415,159 treasury shares
without entitlement to vote. At the time of this invitation, the total number of
shares entitling to participation and the right to vote amounts to 664,084,841.
Further information regarding the election of members of the Supervisory Board:
§ 8 para 1 of the Articles of Association of Telekom Austria AG provides for the
possibility of an election of up to ten members of the Supervisory Board to be
elected by the Extraordinary General Meeting. Six men and three women elected
represent the shareholders in the Supervisory Board.
The shareholder representatives of the Supervisory Board disagreed towards the
Chair with the overall fulfillment of the gender quota according to § 86 para 9
Stock Corporation Act. The minimum quota pursuant to § 86 para 7 Stock
Corporation Act (minimum of 30 % female members) with regard to the shareholder
representatives is currently fulfilled.
Paying Agent: UniCredit Bank Austria AG.
For further information please visit our website at
Vienna, July 30, 2021
The Management Board
International Securities Identification Number (ISIN)
end of announcement euro adhoc
issuer: Telekom Austria AG
phone: 004350664 47500
indexes: WBI, ATX
Digital press kit: http://www.ots.at/pressemappe/2161/aom
Akt. Indikation: 7.46 / 7.52
Veränderung zu letztem SK: 0.13%
Letzter SK: 7.48 ( 1.08%)
15.1.: Manuel Taverne mit der Opening Bell für Freitag. Nach 20 Jahren erfolgreicher IR bei Telekom Austria, Polytec und zuletzt FACC kündigt er ein neues Chapter ausserhalb des österreichischen Kapitalmarkts an http://www.facc.com . Viel Erfolg! - mehr Choose Optimism: https://boerse-social.com/category/choose_optimism https://www.facebook.com/chooseoptimism/
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