EQS-AGM: AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 36th Annual General Meeting
EQS-News: AGRANA Beteiligungs-Aktiengesellschaft / Announcement of the
Convening of the General Meeting
AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 36th Annual
General Meeting
07.06.2023 / 09:30 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h
ISIN AT000AGRANA3
(“Company”)
Convention of the 36^th Annual General Meeting of
AGRANA Beteiligungs-Aktiengesellschaft
We would like to invite our shareholders to the
36^th Annual General Meeting
of AGRANA Beteiligungs-Aktiengesellschaft
on Friday, July 07, 2023, at 11:00 o’clock,
at Raiffeisen Forum, A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1.
I. AGENDA
1. Presentation of the annual financial statements including the
Management Report and the Corporate Governance Report, the
consolidated financial statements including the Group Management
Report, the proposal for appropriation of profits, and the report of
the Supervisory Board for the financial year 2022/2023
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 2022/2023
4. Resolution on the formal approval of the actions of the members of the
Supervisory Board for the financial year 2022/2023
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 2023/2024
7. Resolution on the Remuneration Report 2022/2023
8. Resolution on the amendment of the Remuneration Policy
9. Election to the Supervisory Board
II. DOCUMENTS FOR THE GENERAL MEETING; PROVISION OF INFORMATION ON THE
WEBSITE
In particular, the following documents will be available on the Company’s
website, entered in the commercial register, at www.agrana.com/en or
www.agrana.com/en/ir/general-meeting no later than June 16, 2023:
• Convening and agenda,
• Granting of proxy (template),
• Granting of proxy IVA (template),
• Revocation of proxy (template),
• Proposed resolutions of the Management Board and the Supervisory Board
for the 36th Annual General Meeting,
• Remuneration Report 2022/23 of the AGRANA Management Board and
Supervisory Board,
• Remuneration Policy 2022/23 of the AGRANA Management Board and
Supervisory Board,
• Statement by the candidate for election to the Supervisory Board as
mentioned in Agenda Item 9, pursuant to § 87 (2) of the Austrian Stock
Corporation Act, including the candidate’s CV,
• Consolidated financial statements with combined management report for
the financial year 2022/23 (Annual Report),
• Annual financial statements of AGRANA Beteiligungs-AG for the
financial year 2022/23 (Annual Financial Report),
• Proposal for the appropriation of profits for the financial year
2022/23,
• Corporate Governance Report for the financial year 2022/23,
• Report of the Supervisory Board for the financial year 2022/23.
III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING
The right to participate in the General Meeting and to exercise the voting
right and any other rights of shareholders to be asserted in connection
with the General Meeting is subject to the holding of shares as per the
end of June 27, 2023 (24:00 o’clock, Vienna time) (record date).
Only persons who are holding shares on the record date and provide
evidence thereof have the right to participate in the General Meeting.
For proof of the shareholding on the record date, a deposit confirmation
pursuant to § 10a of the Austrian Stock Corporation Act must be presented,
which must be received by the Company no later than July 04, 2023 (24:00
o’clock, Vienna time), exclusively via and to any of the following
communication channels and addresses:
(i) for transmission of the deposit confirmation in text form as approved
by § 13 (7) of the Articles of Association
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)
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
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 General Meeting must refer to the end of the record date June 27,
2023 (24:00 o’clock, Vienna time).
The deposit confirmation will be accepted in German or English.
Proof of identity
For purposes of identification, the shareholders and their representatives
are requested to hold a valid official photo identification card ready
upon registration.
If you wish to attend the General Meeting as a representative, please
bring along your proxy in addition to your official photo ID. If the
original of the proxy has already been sent to the Company, you will
facilitate access by presenting a copy of the proxy with you.
AGRANA Beteiligungs-Aktiengesellschaft reserves the right to determine the
identity of the persons wishing to attend the meeting. If it is not
possible to establish a person’s identity, admission may be refused.
IV. OPTION OF APPOINTING A REPRESENTATIVE, AND PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participation in the General Meeting
and has demonstrated this to the Company in accordance with the
stipulations in Item III of the present Invitation has the right to
appoint a representative to participate in the General Meeting on behalf
and in the name of this shareholder, having the same rights as the
shareholder whom the proxy represents.
Proxy shall be granted to a specified person (an individual or an entity)
in text form (§13 II of the Austrian Stock Corporation Act), whereby
multiple persons may be authorized.
Proxy can be granted both before and during the General Meeting.
For the transmission of proxies, we offer the following communication
channels and addresses:
By post or messenger AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By email to anmeldung.agrana@hauptversammlung.at
(Proxies please in PDF format)
By SWIFT GIBAATWGGMS
For credit institutions (Message Type MT598 or MT599;
ISIN AT000AGRANA3 must be indicated in the text)
The proxies must arrive at one of the aforementioned addresses no later
than July 06, 2023, 16:00 o’clock, Vienna time, unless they are handed
over to the entrance and exit supervision at the General Meeting on the
day of the General Meeting.
Forms for granting and revocation of proxies can be downloaded from the
Company’s website at www.agrana.com/en or
www.agrana.com/en/ir/general-meeting. In the interest of smooth handling,
please always use the form sheets provided.
Details concerning the proxy, in particular the text form and the contents
of the proxy, can be found in the proxy form sheet provided to the
shareholders.
If the shareholder has granted proxy to his or her custodian credit
institution (§ 10a of the Austrian Stock Corporation Act), it is
sufficient for the latter to declare, in addition to the deposit
confirmation and in the way prescribed for transmission of the same to the
Company, that it has been granted proxy.
Shareholders may personally exercise their rights at the General Meeting
even after granting proxy. Personal appearance is deemed a revocation of
any previously granted proxy.
The above rules on granting of proxy shall apply mutatis mutandis to the
revocation of the same.
Independent representative for the exercise of voting rights
As a special service to the shareholders, a representative from the
Investor’s Association (Interessenverband für Anleger, IVA), A-1130
Vienna, Feldmühlgasse 22, will be available as an independent voting proxy
for the exercise of voting rights, subject to directives, at the General
Meeting; a special proxy form sheet for this can be downloaded from the
Company’s website at www.agrana.com/en or
www.agrana.com/en/ir/general-meeting. In addition, you may also contact
Dr. Michael Knap from the IVA directly via phone +43 1 8763343–30, or
email to knap.agrana@hauptversammlung.at.
V. INFORMATION ABOUT THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109,
110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT
1. Extension of the Agenda by Shareholders Pursuant to § 109 of the
Austrian Stock Corporation Act
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 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
16, 2023 (24:00 o’clock, Vienna time), at the address A-1020 Vienna,
Friedrich-Wilhelm-Raiffeisen-Platz 1, Ms. Sabine Hacker, General
Secretary, or, if by email, with a qualified electronic signature to the
email address sabine.hacker@agrana.com 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 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 III of this
convocation).
2. Shareholders’ Proposed Resolutions Concerning the Agenda Pursuant to
§ 110 of the Austrian Stock Corporation Act
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 28, 2023 (24:00 o’clock, Vienna
time), either via letter mail to A-1020 Vienna,
Friedrich-Wilhelm-Raiffeisen-Platz 1, Ms. Sabine Hacker, General
Secretary, or via email to sabine.hacker@agrana.com, whereby the request
is to be annexed to the email in text form, e.g. as a PDF document. If
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 explanatory statement, must in any
case also be written in German.
In case of a proposal for the election of a Supervisory Board member, the
statement of the proposed person pursuant to § 87 (2) of the Austrian
Stock Corporation Act takes the place of the rationale.
Shareholder ownership must be demonstrated by presentation of a deposit
confirmation pursuant to § 10a of the Austrian Stock Corporation Act,
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 III of this
convocation).
3. Disclosures Pursuant to § 110 (2) 2 in Conjunction with § 86 (7) and
(9) of the Austrian Stock Corporation Act
With regard to Agenda Item 9, “Elections 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:
Mag. Veronika Haslinger has stated that she will resign from her office as
2^nd Deputy Chairperson and member of the Supervisory Board with effect
from the end of the Annual General Meeting on July 07, 2023.
§ 10 (1) 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.
§ 86 (7) of the Austrian Stock Corporation Act is applicable to AGRANA
Beteiligungs-Aktiengesellschaft.
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). Of the eight
shareholder representatives, six are male and two are female; of the four
employee representatives, three are male and one is female.
It is announced that the majority of the employee representatives have
raised an objection pursuant to § 86 (9) of the Austrian Stock Corporation
Act, so that the minimum shareholding requirement pursuant to § 86 (7) of
the Austrian Stock Corporation Act will be met separately.
When a shareholder submits a nomination for election, it should be noted
that after the election of eight shareholder representatives on the
Supervisory Board, at least two must be female in order to meet the
minimum shareholding requirement pursuant to § 86 (7) 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 Annual General Meeting, insofar as
such information is necessary for the proper assessment of an 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 punishable
under applicable law.
As a matter of principle, requests for information must be presented
orally to the General Meeting, but written requests are likewise accepted.
In the interest of session economy, questions that necessitate longer
preparation are requested to be sent to the Management Board, Attn. Ms.
Sabine Hacker, in text form in due time before the General Meeting. The
questions can be sent to the Company by email to sabine.hacker@agrana.com.
5. Shareholder Motions at the Annual General Meeting Pursuant to § 119 of
the Austrian Stock Corporation Act
Each shareholder has the right – irrespective of any particular volume of
shares held – to submit motions at the General Meeting regarding any item
on the agenda.
If more than one motion is submitted concerning any one item on the
agenda, the Chair shall determine the order of the voting in accordance
with § 119 (3) of the Austrian Stock Corporation Act.
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 9 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
28, 2023, in the manner described above (Item V 2 of this convocation).
Pursuant to § 87 (2) 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 nomination proposal.
Otherwise, the shareholder motion may not be considered when a member of
the Supervisory Board is to be elected. The provisions of the minimum
shareholding requirement pursuant to § 86 (7) of the Austrian Stock
Corporation Act apply to AGRANA Beteiligungs-Aktiengesellschaft.
6. Information on Protection of the Shareholders’ Data
AGRANA Beteiligungs-Aktiengesellschaft takes data protection very
seriously. Further information can be found in our data privacy policy at
www.agrana.com/gdpr/en.
VI. FURTHER INFORMATION AND NOTES
1. 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 € 113,531,274.76, divided into
62,488,976 no-par value bearer shares. Each share grants one vote at the
General Meeting.
The total number 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.
There is only one class of shares.
2. Collection of the Voting Cards
Admission for the collection of voting cards from 10:00 o’clock.
Vienna, June 2023
The Management Board
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07.06.2023 CET/CEST
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Language: English
Company: AGRANA Beteiligungs-Aktiengesellschaft
F.-W.-Raiffeisen-Platz 1
A-1020 Wien
Austria
Phone: +43-1-21137-0
Fax: +43-1-21137-12926
E-mail: investor.relations@agrana.com
Internet: www.agrana.com
ISIN: AT000AGRANA3
WKN: A2NB37
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
(Official Market)
End of News EQS News Service
1650983 07.06.2023 CET/CEST
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