checkAd

    EANS-General Meeting  146  0 Kommentare AGRANA Beteiligungs-AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act

    --------------------------------------------------------------------------------
    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.
    --------------------------------------------------------------------------------

    28.05.2021

    AGRANA Beteiligungs-Aktiengesellschaft
    Vienna, FN 99489 h
    ISIN AT000AGRANA3
    ("Company")

    Convention of the 34th Annual General Meeting of
    AGRANA Beteiligungs-Aktiengesellschaft
    for Tuesday, June 29, 2021 at 11:00 o'clock, Vienna time

    The place of the Annual General Meeting within the meaning of § 106 (1) of the
    Austrian Stock Corporation Act
    will be A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1

    I. HOLDING OF THE MEETING AS A VIRTUAL ANNUAL GENERAL MEETING

    1. Act on Special Measures under Corporate Law due to COVID-19 (COVID-19-GesG)
    and Corporate COVID-19 Ordinance (COVID-19-GesV)

    For the protection of shareholders and other participants, the Management Board
    has decided to make use of the statutory provision for a Virtual Annual General
    Meeting.

    On the basis of § 1 (2) of the COVID-19-GesG (Federal Law Gazette I No 16/2020
    as amended by Federal Law Gazette I No 156/2020) and the COVID-19-GesV (Federal
    Law Gazette II No 140/2020 as amended by Federal Law Gazette II No 616/2020),
    the Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft on June 29,
    2021, will be held, taking into account the interests of both the Company and
    the participants, in the form of a "Virtual Annual General Meeting".

    Thus, according to the resolution of the Management Board, shareholders and
    their representatives (with the exception of the special voting proxies pursuant
    to § 3 (4) of the COVID-19-GesV) may not be physically present at the Annual
    General Meeting of AGRANA Beteiligungs-Aktiengesellschaft on June 29, 2021.

    The Virtual Annual General Meeting will be held in the physical presence of the
    Chairperson of the Supervisory Board, the Chairperson of the Management Board
    and the other members of the Management Board, the certifying notary public, and
    the four special voting proxies appointed by the Company, at Friedrich-Wilhelm-
    Raiffeisen-Platz 1, A-1020 Vienna.

    Holding of the Annual General Meeting as a Virtual Annual General Meeting in
    accordance with the COVID-19-GesV necessitates modifications in the 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 a special voting proxy designated by the Company
    pursuant to § 3 (4) of the COVID-19-GesV.

    The right to information may be exercised in the Virtual Annual General Meeting
    by the shareholders themselves by way of electronic communication, namely by
    submitting questions in text form exclusively by email directly to the Company's
    email address fragen.agrana@hauptversammlung.at, if and insofar as the
    shareholders have submitted a deposit certificate within the meaning of § 10a of
    the Austrian Stock Corporation Act (AktG) in good time in accordance with Item
    IV, and authorized a special voting proxy in accordance with Item V.

    2. Broadcasting of the Annual General Meeting on the internet

    In accordance with § 3 (1), (2) and (4) of the COVID-19-GesV in conjunction with
    § 102 (4) of the Austrian Stock Corporation Act (AktG), the Annual 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 (1), (2) and (4) of the COVID-19-GesV.

    All shareholders of the Company may participate in the Virtual Annual General
    Meeting on June 29, 2021, starting at approximately 11:00 o'clock, Vienna time,
    using suitable technical aids (e.g. computer, laptop, tablet or smartphone as
    well as internet connection with sufficient bandwidth for streaming videos) on
    the internet at www.agrana.com/en/ir/general-meeting. No registration or login
    is required to follow the Annual General Meeting.

    The broadcasting of the virtual Annual General Meeting of the Company on the
    internet enables all shareholders to follow the course of the Annual General
    Meeting and in particular the presentation of the Management Board, the
    answering of shareholders' questions and the voting procedure in real time via
    this unidirectional acoustic and optical connection.

    Please note that this live transmission as a Virtual Annual General Meeting does
    not allow for remote participation (§ 102 (3) 2 of the Austrian Stock
    Corporation Act) nor for remote voting (§ 102 (3) 3 and § 126 of the Austrian
    Stock Corporation Act), and that the internet-based broadcasting is not a
    bidirectional connection. The individual shareholder can therefore only follow
    the course of the Annual General Meeting.

    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 (§ 2 (6) of the COVID-19-GesV).

    Incidentally, reference is made to the information on the organizational and
    technical requirements for participation pursuant to § 3 (3) in conjunction with
    § 2 (4) of the COVID-19-GesV ("Participation Information").

    II. AGENDA


    1. Presentation of the established Annual Financial Statement including the
    Management Report, the Consolidated Financial Statement including the
    Consolidated Management Report and the proposal for appropriation of
    profits, the Corporate Governance Report and the report of the Supervisory
    Board for the financial year 2020/2021
    2. Resolution on the appropriation of profits
    3. Resolution on the formal approval of the actions of the members of the
    Management Board for the financial year 2020/2021
    4. Resolution on the formal approval of the actions of the members of the
    Supervisory Board for the financial year 2020/2021
    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
    2021/2022
    7. Resolution on the Remuneration Report 2020/2021



    III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE
    WEBSITE

    In particular, the following documents will be available on the Company's
    website at www.agrana.com/en/ir/general-meeting in accordance with § 108 (3) and
    (4) of the Austrian Stock Corporation Act (AktG) from June 8, 2021 at the
    latest:

    Information on the organizational and technical requirements for participation
    pursuant to § 3 (3) in conjunction with § 2 (4) of the COVID-19-GesV
    ("Participation InformationAnnual Financial Statement,Integrated Annual Report
    including


    * Consolidated Financial Statement and Summary Management Report,
    * Corporate Governance Report,
    * Proposal for the appropriation of profits,
    * Report of the Supervisory Board,
    * Non-Financial Information Statement,

    each for the financial year 2020/2021;

    * Proposed resolutions of the Management Board and the Supervisory Board on
    agenda items 2 to 7,
    * Remuneration Report,
    * Form for granting power of attorney (proxy form sheet) for the special voting
    proxies pursuant to § 3 (4) of the COVID-19-GesV,
    * Question form sheet,
    * Form sheet for revocation of a power of attorney,
    * Full text of the present Convention.


    IV. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING

    The entitlement to participation in the Virtual Annual General Meeting and
    exercise the voting right and other shareholder rights that can be asserted in
    the course of this Virtual Annual General Meeting in accordance with COVID-19-
    GesG and COVID-19-GesV is based on the shareholding at the end of June 19, 2021
    (24:00 o'clock, Vienna Time) (record date).

    Only those who are shareholders on this record date and furnish evidence thereof
    to the Company are entitled to participation in this Virtual Annual General
    Meeting and exercise of their shareholders' rights 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 24, 2021 (24:00 o'clock,
    Vienna time), exclusively via any of the following communication channels and to
    any of the following addresses:

    (i) for transmission of the deposit confirmation in text form as approved by §
    13 (7) of the Articles of Association
    By fax to +43 1 8900 500 - 58
    By email to anmeldung.agrana@hauptversammlung.at
    (Deposit confirmations please in PDF format)

    (ii) for transmission of the deposit confirmation in writing with legally
    binding signatures
    By post or messenger AGRANA Beteiligungs-Aktiengesellschaft
    c/o HV-Veranstaltungsservice GmbH
    A-8242 St. Lorenzen am Wechsel, Köppel 60
    By SWIFT GIBAATWGGMS
    (Message Type MT598 or MT599,
    ISIN AT000AGRANA3 must be indicated in the text)

    Appointment of a special voting proxy and exercise of the shareholders' right to
    information 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 comprise the following data (§ 10a (2) of the
    Austrian Stock Corporation Act):

    * Information about the issuer: Name/company and address or a code used for
    transactions between banks (SWIFT code)
    * Information about the shareholder: Name/company, address, date of birth for
    individuals, register and register number for legal entities, if applicable
    * Information about the shares: Number of shares held by the shareholder,
    ISIN AT000AGRANA3 (internationally accepted securities identification number)
    * Depository number, securities account number or other designation as
    applicable
    * Time or period to which the deposit confirmation refers

    The deposit confirmation as proof of the shareholding for participation in the
    Annual General Meeting must refer to the end of the record date June 19, 2021
    (24:00 o'clock, 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 participation in the Virtual Annual 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 (4) of the COVID-19-GesV, making of motions, voting and raising
    of objections at this Virtual Annual General Meeting of AGRANA Beteiligungs-
    Aktiengesellschaft on June 29, 2021 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:


    1. Dr. Michael Knap
    c/o Interessenverband für Anleger, IVA
    A-1130 Vienna, Feldmühlgasse 22
    Email: knap.agrana@hauptversammlung.at

    2. Rechtsanwalt (Austrian Attorney-at-Law) Dr. Christoph Nauer LL.M.
    c/o bpv Hügel Rechtsanwälte GmbH
    A-2340 Mödling, Enzersdorferstraße 4
    Email: nauer.agrana@hauptversammlung.at

    3. Rechtsanwalt (Austrian Attorney-at-Law) Mag. Ewald Oberhammer LL.M.
    c/o Oberhammer Rechtsanwälte GmbH
    A-1010 Vienna, Karlsplatz 3/1
    Email: oberhammer.agrana@hauptversammlung.at

    4. Rechtsanwalt (Austrian Attorney-at-Law) Dr. Sascha Schulz
    c/o Schönherr Rechtsanwälte GmbH
    A-1010 Vienna, Schottenring 19
    Email: schulz.agrana@hauptversammlung.at


    Each shareholder may select one of the four persons named above as his or her
    special voting proxy and endow this person with power of attorney.

    A separate form for granting power of attorney is available on the Company's
    website at www.agrana.com/en/ir/general-meeting for granting power of attorney
    to the special voting proxies. Please use this form for granting power of
    attorney.

    Regarding the granting of power of attorney, the transmission options provided
    for this purpose and the deadlines, the specifications contained in the
    Participation Information must be observed.

    Personal presentation of the power of attorney at the place of the meeting is
    expressly excluded.

    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 of this Annual 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 8, 2021 (24:00 o'clock,
    Vienna time), at the address A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz
    1, Attn. Dipl.-Ing. Mag. Gertraud Wöber, General Secretary, or, if by email,
    with a qualified electronic signature to the email address
    anmeldung.agrana@hauptversammlung.at or by SWIFT to the address GIBAATWGGMS. "In
    writing with legally binding signatures" means signed by each applicant in
    person or on behalf of the company or, if sent by email, with a qualified
    electronic signature or, if sent by SWIFT, with Message Type MT598 or Type
    MT599, whereby ISIN AT000AGRANA3 must be indicated in the text.
    Each agenda item thus requested must include a proposed resolution and a
    rationale. The item requested to be added to the agenda and the resolution
    proposal, but not its rationale, 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 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 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' proposed resolutions concerning the agenda pursuant to § 110 of
    the Austrian Stock Corporation Act (AktG)
    Shareholders whose shares jointly amount to at least 1 % of the authorized
    capital may submit proposals for resolutions, including a rationale, concerning
    any item on the agenda, in text form, and may request that any such proposal,
    including the names of the shareholders concerned, the rationale and a possible
    opinion thereon by the Management Board or the Supervisory Board, be made
    available on the Company's website as listed in the commercial register,
    provided such written proposal and request is received by the Company no later
    than June 18, 2021 (24:00 o'clock, Vienna time), either via fax to +43 1 21137
    12055, or via letter mail to A-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, e.g. as a PDF document. If and insofar as text form as defined in §
    13 (2) 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 rationale, must in
    any case also be written in German.

    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. Shareholders' right to information pursuant to § 118 of the Austrian Stock
    Corporation Act (AktG)
    Every shareholder has the right to receive, upon request, information on the
    affairs of the Company during the Annual 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 associated
    enterprise, or if its disclosure would be a punishable offense under applicable
    law.
    The prerequisite for exercising the shareholders' right to information is proof
    of the right to participation (Item IV of the Convention) and the granting of a
    corresponding power of attorney to the special voting proxy (Item V of the
    Convention).

    It is expressly pointed out that the right to information and the right to speak
    during this Virtual Annual General Meeting can be exercised by the shareholders
    themselves by way of electronic mail exclusively by sending questions or the
    speech, respectively, by email directly to the Company exclusively to the email
    address fragen.agrana@hauptversammlung.at.

    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 3rd working day before the Annual General Meeting,
    i.e. June 24, 2021. This serves to maintain the economy of the meeting in the
    interest of all participants in the Annual General Meeting, in particular for
    issues that require a longer preparation time. This will enable the Management
    Board to prepare as accurately as possible and to answer the questions asked as
    quickly as possible.

    Please use the question form sheet, which is available for download from the
    Company's website at www.agrana.com/en/ir/general-meeting. If this question form
    sheet is not used, the person (name/company, date of birth/company register
    number of the shareholder) must be named in the corresponding email. In order to
    enable the Company to determine the identity and correspondence with the deposit
    confirmation, we ask that you also include your depository number in the email
    in this case.

    Please note that reasonable time limits may be set by the Chairperson during the
    Annual General Meeting.

    More detailed information and modalities for exercising the shareholders' right
    to information pursuant to § 118 of the Austrian Stock Corporation Act will be
    set out in the Participation Information.

    4. Shareholder motions at the Annual General Meeting pursuant to § 119 of the
    Austrian Stock Corporation Act (AktG)
    Every shareholder - regardless of a specific shareholding quota - is entitled to
    make motions for each item on the agenda in the Virtual Annual General Meeting
    in accordance with the COVID-19-GesG and the COVID-19-GesV through his/her
    special voting proxy.

    The point in time up to which instructions on the making of motions to the
    special voting proxy are possible shall be determined by the Chairperson in the
    course of the Virtual Annual General Meeting.

    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 the present
    Convention.

    Further information and modalities for exercising the shareholders' right to
    make motions pursuant to § 119 of the Austrian Stock Corporation Act will be set
    out in the Participation Information.

    5. Information on data protection for shareholders
    AGRANA Beteiligungs-Aktiengesellschaft takes data protection very seriously.
    Further information can be found in our data privacy policy at www.agrana.com/
    gdpr/en [http://www.agrana.com/gdpr/en].

    VII. FURTHER INFORMATION AND NOTES

    1. Total number of shares and voting rights
    At the time of the convention of the Virtual Annual General Meeting, the
    authorized capital of the Company amounts to EUR 113,531,274.76, divided into
    62,488,976 no-par value bearer shares. Each share grants one vote at the Virtual
    Annual General Meeting.

    The total number thus amounts to 62,488,976 voting rights at the time of the
    convention of the Virtual Annual General Meeting. At the time of the convention
    of the Annual General Meeting, the Company holds own shares neither directly nor
    indirectly.

    There is only one class of shares.

    2. No physical presence
    Once more we emphasize that at the upcoming Annual General Meeting to be held as
    a Virtual Annual General Meeting in accordance with the COVID-19-GesV, neither
    shareholders nor guests will be physically admitted to the location of the
    Annual General Meeting.

    Vienna, June 2021
    The Management Board



    Further inquiry note:
    AGRANA Beteiligungs-AG

    Mr. Hannes Haider
    Investor Relations
    Phone: +43-1-211 37-12905
    E-mail: hannes.haider@agrana.com

    Mr. Markus Simak
    Public Relations
    Phone: +43-1-211 37-12084
    E-mail: markus.simak@agrana.com

    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: Frankfurt, Wien, Stuttgart, Berlin
    language: English

    Additional content: http://presseportal.de/pm/63352/4926461
    OTS: AGRANA Beteiligungs-AG
    ISIN: AT0000603709



    Diskutieren Sie über die enthaltenen Werte



    news aktuell
    0 Follower
    Autor folgen

    Verfasst von news aktuell
    EANS-General Meeting AGRANA Beteiligungs-AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - 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. - 28.05.2021 AGRANA Beteiligungs-Aktiengesellschaft Vienna, FN 99489 h ISIN …