04.06.2020,
27080 Zeichen
General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
04.06.2020
AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h, ISIN AT000AGRANA3
Convention of the 33rd Annual General Meeting of
AGRANA Beteiligungs-Aktiengesellschaft ("Company")
to be held on Friday, July 03, 2020 at 11:00 o'clock
at the registered office of the Company, AT-1020 Vienna, Friedrich-Wilhelm-
Raiffeisen-Platz 1.
I. HOLDING AS VIRTUAL GENERAL MEETING WITHOUT PHYSICAL PRESENCE OF SHAREHOLDERS
1. Act on Special Measures under Corporate Law due to COVID-19 (COVID-19-GesG)
and Corporate COVID-19 Ordinance (COVID-19-GesV)
Based on careful consideration, the Executive Board has decided to apply the new
legal regulation pertaining to a virtual general meeting in order to protect the
shareholders and other participants.
The General Meeting of AGRANA Beteiligungs-Aktiengesellschaft on July 03, 2020,
will be held on the basis of § 1 II of the COVID-19-GesG (Federal Law Gazette I
No 16/2020 as amended by Federal Law Gazette I No 24/2020) and the COVID-19-GesV
(Federal Law Gazette II No 140/2020), taking into account the interests of both
the Company and the participants, in the form of a "Virtual General Meeting".
According to the decision of the Executive Board, this means that for purposes
of health protection, shareholders and their representatives (with the exception
of the special voting proxies pursuant to § 3 IV of the COVID-19-GesV) may not
be physically present at the General Meeting of AGRANA Beteiligungs-
Aktiengesellschaft on July 03, 2020.
The General Meeting will be held in the physical presence of the Chairperson of
the Supervisory Board, the Chairperson of the Executive Board and other members
of the Executive Board, the certifying notary public and the four special voting
proxies appointed by the Company, at Friedrich-Wilhelm-Raiffeisen-Platz 1, AT-
1020 Vienna.
Holding of the Annual General Meeting as a Virtual General Meeting in accordance
with COVID-19-GesV necessitates modifications in the otherwise usual procedure
of the Annual General Meeting, as well as in the exercise of the shareholders'
rights.
The voting rights, the right to make motions, and the right to object shall be
exercised exclusively by granting power of attorney and giving instructions to
one of the special voting proxies proposed by the Company pursuant to § 3 IV of
the COVID-19-GesV.
The right to information can be exercised at the Virtual General Meeting, too,
by the shareholders themselves by means of electronic communication, namely by
sending their questions in text form by email directly to the Executive Board.
2. Broadcasting of the General Meeting on the Internet
In accordance with § 3 IV of the COVID-19-GesV in conjunction with § 102 IV of
the Austrian Stock Corporation Act (AktG), the General Meeting will be
completely broadcast audiovisually in real time on the internet.
This is permissible under applicable data protection law with regard to the
legal basis provided by § 3 IV of the COVID-19-GesV and § 102 IV of the Austrian
Stock Corporation Act.
All shareholders of the Company can follow the General Meeting on July 03, 2020,
from around 11:00 o'clock, using appropriate technical equipment, on the
internet at www.agrana.com/en/investor/general-meeting as a Virtual General
Meeting.
The broadcasting of the General Meeting on the internet enables all shareholders
who so wish to follow the course of the General Meeting in real time via this
audiovisual connection, and to observe the presentation by the Executive Board
and the responses to shareholders' questions.
Please note that this live transmission as a Virtual General Meeting does not
allow for remote participation (§ 102 III 2 of the Austrian Stock Corporation
Act) nor remote voting (§ 102 III 3 and § 126 of the Austrian Stock Corporation
Act).
It is also pointed out that the Company is responsible for the use of technical
means of communication only to the extent that these are attributable to its
sphere of influence.
In addition, reference is made in the present convention to the organizational
and technical requirements for participation in the Virtual General Meeting
pursuant to § 2 IV of the COVID-19-GesV and to the FURTHER INFORMATION ON THE
RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH §§ 109, 110, 118 AND 119 OF THE
AUSTRIAN STOCK CORPORATION ACT (AKTG), PARTICULARLY IN TERMS OF THE CORPORATE
COVID-19 ORDINANCE, THE PROCEDURE OF THE GENERAL MEETING, AND INFORMATION ON
SHAREHOLDER DATA PROTECTION, available on the company's website at
www.agrana.com/en/investor/general-meeting.
This year, we ask the shareholders to pay particular attention to the following
items in the present convention: Item V on the appointment of a special voting
proxy; Item VI, subitem 4 on the exercise of shareholders' right to information;
and Item VI, subitem 5 on the exercise of shareholders' right to submit motions.
II. AGENDA
1. Presentation of the Annual Financial Statement including the Management
Report and the Corporate Governance Report, the Consolidated Financial
Statement including the Consolidated Management Report, the proposal for
appropriation of profits, and the report of the Supervisory Board for the
financial year 2019/2020.
2. Resolution on the appropriation of net earnings
3. Resolution on the formal approval of the actions of the members of the
Executive Board for the financial year 2019/2020
4. Resolution on the formal approval of the actions of the members of the
Supervisory Board for the financial year 2019/2020
5. Resolution on the remuneration of the members of the Supervisory Board
6. Appointment of the auditor and the group auditor for the financial year
2020/2021
7. Election of one person to the Supervisory Board
8. Resolution on the remuneration policy
III. DOCUMENTS FOR THE GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE
In particular, the following documents will be available at the latest from June
12, 2020, on the Company's website at www.agrana.com/en/investor/general-meeting
for download:
Annual Financial Statement,\nIntegrated Annual Report including\n o Consolidated Financial Statement and Summary Management Report,
o Corporate Governance Report,
o Proposal for the Appropriation of Profits,
o Report of the Supervisory Board,
o Non-Financial Information Statement,
each for the financial year 2019/2020;
Resolution proposal concerning Items 2 to 8 on the Agenda,\nStatement by the candidate for election to the Supervisory Board as mentioned in Agenda Item 7, pursuant to § 87 II of the Austrian Stock Corporation Act (AktG), including the candidate's CV,\nRemuneration Policy,\nForm for granting power of attorney to Dr. Michael Knap,\nForm for granting power of attorney to Dr. Christoph Nauer LL.M.,\nForm for granting power of attorney to Mag. Ewald Oberhammer LL.M.,\nForm for granting power of attorney to Dr. Sascha Schulz,\nQuestion form,\nForm sheets for revocation of a power of attorney,\nFull text of the present convention.\nIV. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING
The entitlement to participate in the Virtual General Meeting and exercise the
voting right and other shareholder rights that can be asserted in the course of
this Virtual General Meeting in accordance with COVID-19-GesG and COVID-19-GesV
is based on the shareholding at the end of June 23, 2020 (record date).
Only those who are shareholders on this record date and furnish evidence thereof
to the Company are entitled to participate in this Virtual General Meeting in
accordance with the COVID-19-GesG and COVID-19-GesV.
For proof of shareholding on the record date, a deposit confirmation pursuant to
§ 10a of the Austrian Stock Corporation Act (AktG) is to be submitted, which
must be received by the Company no later than June 30, 2020 (24:00 o'clock,
CEST, Vienna time), exclusively via any of the following communication channels
and to any of the following addresses:
(i) For presentation of the deposit confirmation in writing with legally binding
signatures:
By post or courier to:
AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
AT-8242 St. Lorenzen am Wechsel, Köppel 60
Via SWIFT:
GIBAATWGGMS
(Message Type MT598 or MT599;
ISIN AT000AGRANA3 must be indicated in the text)
(ii) For transmission of the deposit confirmation in text form as approved by
the Articles of Association pursuant to § 13 VII:
By fax: +43 (0)1 8900 500 - 58
By email: anmeldung.agrana@hauptversammlung.at
(Deposit confirmations please in PDF format)
Appointment of a special voting proxy and exercise of the right to information
by shareholders cannot become effective without a deposit confirmation received
by the Company in due time.
The shareholders are requested to contact their respective custodian bank and to
arrange for the issuance and transmission of a deposit confirmation.
The record date has no effect on the salability of the shares, and no
significance for dividend entitlement.
Deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act
(AktG)
The deposit confirmation must be issued by the custodian bank headquartered in a
state that is either a member state of the European Economic Area or a full
member of the OECD, and shall contain the following data:
Information about the issuer: Company name and address or a code used for transactions between credit institutions;\nInformation about the shareholder: Personal / company name and address, in the case of individuals additionally the date of birth, in the case of entities the register and number under which the entity is registered in its country of origin, if applicable,\nInformation about the shares: Number of shares held by the shareholder, ISIN AT000AGRANA3 (internationally accepted securities identification number),\nDeposit account number, otherwise alternative designation;\nTime to which the deposit confirmation refers.\nThe deposit confirmation as proof of the shareholding for participation in the
General Meeting must refer to the end of the record date Tuesday, June 23, 2020
(24:00 o'clock, CEST, Vienna time).
The deposit confirmation will be accepted in German or English.
V. APPOINTMENT OF A SPECIAL VOTING PROXY AND PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the Virtual General Meeting
in accordance with the COVID-19-GesG and the COVID-19-GesV and has provided the
Company with evidence thereof in accordance with the provisions of Item IV of
the present convention has the right to appoint a special voting proxy.
Pursuant to § 3 IV of the COVID-19-GesV, making of motions, voting and raising
of objections at this Virtual General Meeting of AGRANA Beteiligungs-
Aktiengesellschaft on July 03, 2020 may be done only via one of the special
voting proxies.
The following persons, who are suitable and independent of the company, are
proposed as special voting proxies:
(i) Dr. Michael Knap
c/o IVA - Interessenverband für Anleger
AT-1130 Vienna, Feldmühlgasse 22
Phone: +43 664 213 87 40
Email: knap.agrana@hauptversammlung.at
(ii) Rechtsanwalt (Austrian Attorney-at-Law) Dr. Christoph Nauer LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
AT-1220 Vienna, ARES-Tower, Donau-City-Straße 11
Phone: +43 2236 89 33 77
Email: nauer.agrana@hauptversammlung.at
(iii) Rechtsanwalt (Austrian Attorney-at-Law) Mag. Ewald Oberhammer LL.M.
c/o Oberhammer Rechtsanwälte GmbH
AT-1010 Vienna, Karlsplatz 3/1
Phone: +43 1 503 30 00
Email: oberhammer.agrana@hauptversammlung.at
(iv) Rechtsanwalt (Austrian Attorney-at-Law) Dr. Sascha Schulz
c/o Schönherr Rechtsanwälte GmbH
AT-1010 Vienna, Schottenring 19
Phone: +43 1 534 37 507 70
Email: schulz.agrana@hauptversammlung.at
Each shareholder may select one of the four persons named above as his or her
special voting proxy and grant this person power of attorney.
Granting of a power of attorney to any other person is not permissible according
to the definition in COVID-19-GesV, and thus invalid.
Express reference is made to the fact that the special voting proxy endowed with
power of attorney by the shareholder will not accept any instructions to ask
questions or read out verbal statements. The right to information can rather be
exercised by shareholders themselves by means of electronic communication,
namely by sending questions in text form by email directly to the Executive
Board in accordance with Item VI, subitem 4.
Shareholders are advised to contact the special voting proxy endowed with power
of attorney by the shareholder in good time if the special voting proxy thus
authorized by the shareholder is to be instructed to submit a motion for
resolutions or raise an objection in the Virtual General Meeting concerning any
items on the agenda.
We expressly request that you provide your email address and a password when
granting power of attorney in order to enable, or make it easier for, the
special voting proxy to verify the identity of the shareholder concerned in a
suitable manner when communicating at a later date, in particular during the
General Meeting by email.
For each, an individual form for granting power of attorney is available on the
Company's website at www.agrana.com/en/investor/general-meeting for granting
power of attorney. Please read this form for granting power of attorney
carefully and also note the FURTHER INFORMATION ON THE RIGHTS OF SHAREHOLDERS IN
ACCORDANCE WITH §§ 109, 110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT
(AKTG), PARTICULARLY IN TERMS OF THE CORPORATE COVID-19 ORDINANCE, THE PROCEDURE
OF THE GENERAL MEETING, AND INFORMATION ON SHAREHOLDER DATA PROTECTION,
available on the internet at www.agrana.com/en/investor/general-meeting.
In your interest, the powers of attorney should be received by the relevant
email address of your voting proxy named below by no later than July 01, 2020,
16:00 o'clock CEST, Vienna time:
(i) knap.agrana@hauptversammlung.at
(ii) nauer.agrana@hauptversammlung.at
(iii) oberhammer.agrana@hauptversammlung.at
(iv) schulz.agrana@hauptversammlung.at
This type of transmission means that only the special voting proxy selected and
endowed with power of attorney by you, and none of the other voting proxies,
will have direct access to the power of attorney.
However, a personal handover of the power of attorney to the special voting
proxy at the place of assembly is expressly excluded, for the purpose of
safeguarding the special measures based on COVID-19.
In addition, the following communication channels and addresses are available
for transmission of powers of attorney:
By post or courier to:
AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
AT-8242 St. Lorenzen am Wechsel, Köppel 60
By fax: +43 (0)1 8900 500 - 58
Via SWIFT: GIBAATWGGMS
(Message Type MT598 or MT599;
ISIN AT000AGRANA3 must be indicated in the text)
In the interest of smooth handling, please always use the form sheets provided.
Details concerning the power of attorney, in particular the text form and the
contents of the power of attorney, can be found in the form for granting power
of attorney provided to the shareholders.
The above rules on granting of power of attorney apply mutatis mutandis to the
revocation of the same.
VI. INFORMATION ABOUT THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109, 110,
118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Extension of the Agenda by Shareholders Pursuant to § 109 of the Austrian
Stock Corporation Act (AktG)
Shareholders whose shares individually or jointly amount to at least 5 % of the
authorized capital and who have been holders of these shares for at least three
months before the application may request in writing that additional items be
included into the agenda for this General Meeting and announced, provided such
request is received by the Company in writing with legally binding signatures,
by post or courier, no later than June 12, 2020 (24:00 o'clock, CEST, Vienna
time), at the address AT-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1,
Attn. Dipl.-Ing. Mag. Gertraud Wöber, General Secretary. Each agenda item thus
requested must include a resolution proposal and an explanatory statement. The
item requested to be added to the agenda and the resolution proposal, but not
its explanatory statement, must in any case be written in German as well.
Shareholder ownership must be demonstrated by presentation of a deposit
confirmation pursuant to § 10a of the Austrian Stock Corporation Act, confirming
that the applicant shareholders have owned the shares for at least three months
prior to the request, which confirmation may not have been issued more than
seven days prior to the time of its submission to the Company. A plurality of
deposit confirmations for shares which only together represent a shareholding of
at least 5 % must refer to the same time (day, time).
The other requirements for the deposit confirmation are described in the
explanations concerning the right to participation (Item IV of the present
convention).
2. Shareholders' Resolution Proposals Concerning the Agenda Pursuant to § 110 of
the Austrian Stock Corporation Act (AktG)
Shareholders whose shares individually or jointly amount to at least 1 % of the
authorized capital may submit proposals for resolutions, including an
explanatory statement, concerning any item on the agenda, in text form as
defined in § 13 II of the Austrian Stock Corporation Act, and may request that
any such proposal, including the names of the shareholders concerned, the
explanatory statement and a possible opinion thereon by the Executive Board or
the Supervisory Board, be made available on the website of the Company as listed
in the Commercial Register, provided such written proposal and request is
received by the Company no later than June 24, 2020 (24:00 o'clock, CEST, Vienna
time), either via fax to +43 1 21137 12055, or to AT-1020 Vienna, Friedrich-
Wilhelm-Raiffeisen-Platz 1, Attn. Dipl.-Ing. Mag. Gertraud Wöber, General
Secretary, or via email to gertraud.woeber@agrana.com [], whereby the request is
to be annexed to the email in text form as defined in § 13 II of the Austrian
Stock Corporation Act, e.g. as a PDF. If text form as defined in § 13 II of the
Austrian Stock Corporation Act is required for a statement, the latter must be
made in a document or in another manner suitable for permanent reproduction in
writing, the person making the statement must be named, and the conclusion of
the statement must be made discernible by reproduction of the signature or
otherwise. The resolution proposal, but not its explanatory statement, must in
any case also be written in German.
In case of a proposal for the election of a member of the Supervisory Board, the
statement of the proposed person pursuant to § 87 II of the Austrian Stock
Corporation Act takes the place of the explanatory statement.
Shareholder ownership must be demonstrated by presentation of a deposit
confirmation pursuant to § 10a of the Austrian Stock Corporation Act (AktG),
which must have been issued no more than seven days prior to its presentation to
the Company. A plurality of deposit confirmations for shares which only together
represent a shareholding of at least 1 % must refer to the same time (day,
time).
The other requirements for the deposit confirmation are described in the
explanations concerning the right to participation (Item IV of the present
convention).
3. Disclosures Pursuant to § 110 II 2 in Conjunction with § 86 VII and IX of the
Austrian Stock Corporation Act
With regard to Agenda Item 7, "Election of one person to the Supervisory Board",
and the possible submission of an appropriate election proposal by shareholders
pursuant to § 110 of the Austrian Stock Corporation Act, the Company provides
the following information:
The Supervisory Board of AGRANA Beteiligungs-Aktiengesellschaft currently
consists of eight members elected by the General Meeting (shareholder
representatives) and four members delegated by the Works Council pursuant to §
110 of the Austrian Workers' Compensation Act (ArbVG). The eight shareholder
representatives and the four employee representatives are men, so that the
Supervisory Board is currently 100 % male.
It is reported that no objection pursuant to § 86 IX of the Austrian Stock
Corporation Act was raised by the majority of the shareholder representatives
nor by the majority of the employee representatives, and that therefore the
minimum representation requirement pursuant to § 86 VII of the Austrian Stock
Corporation Act is fulfilled not separately but jointly.
§ 10 I of the Articles of Association of AGRANA Beteiligungs-Aktiengesellschaft
stipulates that the Supervisory Board shall consist of no fewer than three and
no more than eight members to be elected by the General Meeting.
In the event that an election proposal is made by shareholders pursuant to § 110
of the Austrian Stock Corporation Act for Agenda Item 7, "Election of one person
to the Supervisory Board", care is to be taken to nominate a woman in order to
comply with the minimum representation requirement pursuant to § 86 VII of the
Austrian Stock Corporation Act.
4. Shareholders' Right to Information Pursuant to § 118 of the Austrian Stock
Corporation Act
Every shareholder has the right to receive, upon request, information on the
affairs of the Company during the General Meeting, if and insofar as such
information is necessary for the proper assessment of any item on the agenda.
The obligation to provide information also covers the legal relationships of the
Company with any affiliated company, as well as the situation of the Group and
the companies included in the consolidated financial statements.
The information may be withheld if according to reasonable business assessment
it has the potential to cause significant harm to the Company or any affiliated
company, or if its disclosure would be a punishable offense under applicable
law.
Express reference is made to the fact that the right to information pursuant to
§ 118 of the Austrian Stock Corporation Act can also be exercised by the
shareholders themselves in case of a virtual general meeting during the General
Meeting. Please note that reasonable time limits may be set by the Chairman
during the General Meeting.
Notwithstanding the above, shareholders are requested to submit all questions in
text form by email to the address fragen.agrana@hauptversammlung.at in good time
so that they reach the Company no later than on the second working day before
the General Meeting, which is Wednesday, July 01, 2020.
This will enable the Executive Board to prepare as accurately as possible and to
answer the questions asked at the General Meeting as quickly as possible.
Please use the question form, which can be downloaded from the Company's website
at www.agrana.com/en/investor/general-meeting.
We expressly request that you provide your email address and a password in the
question form sheet in order to enable, or make it easier for, the Executive
Board to verify the identity of the shareholder concerned in a suitable manner
when communicating at a later date, in particular during the General Meeting by
email.
The prerequisite for exercising the shareholders' right to information is proof
of the right to participate in accordance with Item IV of this convention and
the granting of a corresponding power of attorney to the special voting proxy in
accordance with Item V of this convention.
5. Shareholders' Motions at the General Meeting Pursuant to § 119 of the
Austrian Stock Corporation Act (AktG)
Every shareholder - regardless of a specific shareholding quota - is entitled to
submit motions for each item on the agenda in the virtual general meeting in
accordance with the COVID-19-GesG and the COVID-19-GesV through his/her special
voting proxy.
The prerequisite for this is proof of the right to participate in accordance
with Item IV of this convention and the granting of a corresponding power of
attorney to the special voting proxy in accordance with Item V of this
convention.
However, a shareholder motion for election of a member of the Supervisory Board
requires timely submission of a resolution proposal pursuant to § 110 of the
Austrian Stock Corporation Act: Candidates for election to the Supervisory Board
(Item 7 of the Agenda) can be nominated only by shareholders whose shares
jointly amount to at least 1 % of the authorized capital. Such election
proposals must reach the Company no later than June 24, 2020, in the manner
described above (Item VI 2). Pursuant to § 87 II of the Austrian Stock
Corporation Act, the statement of the nominated person about his or her
professional qualifications, professional or comparable functions, and any
circumstances that might cause concern for bias, must be annexed to each
election proposal.
Otherwise, the shareholder motion may not be considered when a member of the
Supervisory Board is to be elected.
With regard to the disclosures pursuant to § 110 II 2 in conjunction with § 86
VII and IX of the Austrian Stock Corporation Act, reference is made to the
comments on Item VI 3.
The FURTHER INFORMATION ON THE RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH §§ 109,
110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG), PARTICULARLY IN
TERMS OF THE CORPORATE COVID-19 ORDINANCE, THE PROCEDURE OF THE GENERAL MEETING,
AND INFORMATION ON SHAREHOLDER DATA PROTECTION, available on the Company's
website at www.agrana.com/en/investor/general-meeting, is referred to.
6. Information on the Website
Further information on these rights of the shareholders according to §§ 109,
110, 118 and 119 of the Austrian Stock Corporation Act in terms of COVID-19-GesG
and COVID-19-GesV and on the procedure of the General Meeting is available on
the company's website at www.agrana.com/en/investor/general-meeting.
7. Information for Shareholders on Data Processing
AGRANA Beteiligungs-Aktiengesellschaft takes data protection very seriously.
Further information can be found in our data privacy policy at www.agrana.com/
gdpr/en/.
VII. FURTHER INFORMATION AND NOTES
Total number of shares and voting rights
At the time of the convention of the General Meeting, the authorized capital of
the Company amounts to EUR 113,531,274.76, divided into 62,488,976 bearer
shares. Each share holds one vote. The total number of voting rights thus
amounts to 62,488,976 voting rights at the time of the convention of the General
Meeting. At the time of the convention of the General Meeting, the Company holds
own shares neither directly nor indirectly.
No physical presence
We wish to expressly point out once more that neither shareholders nor guests
will be admitted in person to the holding of the forthcoming General Meeting,
and that a gathering in the form of a physical presence at the venue of the
General Meeting must therefore be avoided.
Vienna, June 2020
The Management Board
end of announcement euro adhoc
issuer: AGRANA Beteiligungs-AG
F.-W.-Raiffeisen-Platz 1
A-1020 Wien
phone: +43-1-21137-0
FAX: +43-1-21137-12926
mail: info.ab@agrana.com
WWW: www.agrana.com
ISIN: AT000AGRANA3
indexes: WBI
stockmarkets: Stuttgart, Wien, Berlin, Frankfurt
language: English
Digital press kit:
http://www.ots.at/pressemappe/4/aom
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