03.06.2016,
13125 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
The German version of this invitation shall be binding. This English
translation is for information purposes only.
voestalpine AG, Linz
Invitation
to the
24th Annual General Meeting
of the Company,
taking place on Wednesday, July 6, 2016 at 10:00 a.m. in the Design Center
Linz, Europaplatz 1, A-4020 Linz.
Agenda:
1) Presentation of the approved annual financial statements of voestalpine AG,
the management report combined with the group management report, the proposal
with respect to the distribution of profits, the consolidated financial
statements, the corporate governance report and the report of the Supervisory
Board to the Annual General Meeting on business year 2015/2016 2) Resolution on
the allocation of the balance sheet profit of the business year 2015/2016 3)
Resolution on the discharge of the members of the Management Board for business
year 2015/2016 4) Resolution on the discharge of the members of the Supervisory
Board for business year 2015/2016 5) Resolution on the election of the auditor
for the annual financial statements and consolidated financial statements for
business year 2016/2017 6) Resolution on the amendment of the Articles of
Association in Article 15 para. 2 (Remuneration of the Supervisory Board)
Annual General Meeting Documents The following documents will be available on
the Company's website www.voestalpine.com no later than June 15, 2016:
· Annual financial statements,
· Corporate governance report,
· Consolidated financial statements, · Management report (combined with the
group management report), · Proposal with respect to the distribution of
profits, · Report of the Supervisory Board, in each case for business year
2015/2016; · Resolution proposals for agenda items 2-6 · Article 15 para. 2 of
the Articles of Association with the proposed
amendment highlighted
· Proxy authorisation form
· Proxy cancellation form
· Complete text of this invitation.
Information on shareholder rights under Secs. 109, 110, and 118 of the AktG
Shareholders whose combined holdings represent at least 5% of the share capital
and who have owned these shares for at least three months prior to making such
request have the right to request in writing that additional items be put on
the agenda of this Annual General Meeting and be published provided that such
request is made in writing and delivered to the Company no later than June 15,
2016 only to the address voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Christian
Kaufmann, Head of Legal, M&A and Compliance. Each agenda item requested must be
accompanied by a resolution proposal and a statement of reasons. Proof of
shareholder status must be provided by submitting a deposit certificates in
accordance with Sec. 10a of the AktG that confirms that the requesting
shareholder has owned the shares for at least three months before the request
and must no more than seven days old at the time it is submitted to the
Company. Please refer to the section on the right to attend the Annual General
Meeting for information on the other requirements for the deposit certificate.
Shareholders whose combined holdings represent at least 1% of the share capital
have the right to submit resolution proposals in text form for any agenda item,
together with a statement of reasons, and request that these proposals,together
with the names of the shareholders concerned,the reasons given and any
statement by the Management Board or Supervisory Board, be made available on
the Company's website. Such requests must be delivered to the Company in text
form no later than June 27, 2016 either by fax to +43 (0) 50304 15 5872 or to
the address voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Christian Kaufmann,
Head of Legal, M&A and Compliance or by e-mail to
christian.kaufmann@voestalpine.com, in which case such request submitted in
text form, such as a pdf file, must be sent as an attachment to the
e-mail.Proof of shareholder status must be provided by submitting a deposit
certificate in accordance with Sec. 10a of the AktG that is no more than seven
days old at the time it is submitted to the Company. Please refer to the
section on the right to attend the Annual General Meeting for information on
the other requirements for the deposit certificate.
Every shareholder has the right to request information on any matters
pertaining to the Company provided that such information is needed to properly
evaluate an agenda item. Information may be denied if, based on the assessment
of a prudent businessman, it could cause significant detriments to the Company
or an affiliated company, or if provision of the information would be
punishable.
To make efficient use of time during the Annual General Meeting, questions
whose answers require lengthy preparation should be submitted in text form to
the Management Board in timely fashion before the Annual General Meeting. Such
questions should be submitted to the address Investor Relations Department,
voestalpine-Strasse 1, 4020 Linz, Attn. Mr.
Peter Fleischer or by e-mail to
IR@voestalpine.com or by fax to +43 (0) 50304 55 5581.
Presenting motions at the Annual General Meeting according Sec. 119 AktG
Regardless of the number of shares held, every shareholder has the right to
make motions on any agenda item during the Annual General Meeting.
Additional information on these shareholder rights, which are provided for in
Secs. 109, 110, 118 and 119 of the AktG, is currently available on the
Company's website www.voestalpine.com.
QUALIFYING DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING Under Sec. 111
of the AktG, the right to attend the Annual General Meeting, the right to
exercise voting rights and other shareholder rights that can be exercised at
the Annual General Meeting are based on share ownership at the end day on June
26, 2016 (record date).
The Annual General Meeting may only be attended by persons who are shareholders
on the record date and provide proof of this to the Company.
Proof of share ownership on the record date must be provided by delivering a
deposit certificate in accordance with Sec. 10a of the AktG to the Company no
later than July 1, 2016 only to one of the following addresses.
By mail voestalpine AG (in written form) Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax: +43 (0)1 8900 500 57
By e-mail: anmeldung.voestalpine@hauptversammlung.at; however, only with a
qualified electronic signature in accordance with Sec. 4 para. 1 of the
SignaturG (Austrian Digital Signature Act) By SWIFT: GIBAATWGGMS - Message Type
MT598; ISIN AT0000937503 must be indicated in the text
Deposit certificates in accordance with Sec. 10a of the AktG The deposit
certification must be issued by a custodian financial institution domiciled in
a member state of the European Economic Area or a full member state of the OECD
and must contain the following information: · Information on the issuer: name
or company name and address or a code commonly used in dealings between banks
(BIC), · Information on the shareholder: name or company name, address, date of
birth for natural persons, and register and register number, if applicable, for
legal entities, · Information on the shares: number of shares held by the
shareholder, ISIN AT0000937503, · Securities account number and/or other
designation, · Date to which the deposit certificate refers.
The deposit certificate providing proof of share ownership must refer to the
record date June 26, 2016 (end of this day) indicated above.
The deposit certificate will be accepted in German or English.
By registering for the Annual General Meeting and/or submitting a deposit
certificate shareholders will not be prevented from freely disposing of their
shares. However, in case of a transfer of shares only the person who was a
shareholder on the record date has the right to attend the Annual General
Meeting.
REPRESENTATION BY PROXY
Every shareholder who has the right to attend the Annual General Meeting has
the right to appoint a proxy who can attend the Annual General Meeting on
behalf of the shareholder and has the same rights as the shareholder she/he
represents.
Proxy authorisation must be granted to a specific person (natural person or
legal entity) in text form; more than one person may also be authorised.
The proxy authorisation must be delivered to the Company only to one of the
following addresses:
By post voestalpine AG
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax: +43 (0)1 8900 500 57
By e-mail: anmeldung.voestalpine@hauptversammlung.at; the proxy authorisation
in text form, for example as pdf file, must be attached to the e-mail By SWIFT:
GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must be indicated in the
text In person: During registration at the location of the Annual General
Meeting
Proxy authorisation and proxy cancellation forms will be sent upon request and
may be downloaded from the Company's website at www.voestalpine.com.
Unless the proxy authorisation is handed over in person during registration on
the date of the Annual General Meeting, it must be delivered to the Company no
later than 4 p.m on July 5, 2016.
The rules indicated above with respect to proxy authorisation apply similarly
to proxy cancellation.
As a special service, a representative from the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), Feldmühlgasse 22/4, 1130 Vienna, is
available to shareholders as an independent voting proxy for exercising voting
rights in accordance with shareholder instructions at the Annual General
Meeting. IVA is currently planning to send Mr.
Wilhelm Rasinger to represent
shareholders at this Annual General Meeting. A special proxy form for
authorising Mr. Wilhelm Rasinger may be downloaded from the Company's website
at www.voestalpine.com and must be delivered to the Company only to one of the
addresses indicated above for delivery of proxy authorisations. Shareholders
may also contact Mr. Wilhelm Rasinger directly at IVA by phone +43 (0)1 8763343
30, fax +43 (0)1 8763343 39, or e-mail rasinger@iva.or.at. Shareholder must
provide Mr. Wilhelm Rasinger with instructions on how he (or a sub-proxy
authorised by Mr. Wilhelm Rasinger) is to exercise their voting rights. Mr.
Wilhelm Rasinger only exercises voting rights based on the instructions given
by the shareholder. Without explicit instructions, Mr. Wilhelm Rasinger will
not exercise voting rights based on the proxy authorisation.
Total number of shares On the date the Annual General Meeting was convened, the
Company had share capital of EUR 317,851,287.79 divided into 174,949,163 no-par
bearer shares. Each share grants one vote. On the date the Annual General
Meeting was convened, the Company held 28,597 treasury shares that do not
confer any rights. 8,975 shares were declared invalid in accordance with Sec.
67 para. 2 in combination with Sec. 262 para. 29 of the AktG whereof 4,831
shares have not been submitted and credited to securities accounts on the date
the Annual General Meeting was convened. Therefore, on the date the Annual
General Meeting was convened there were a total of 174,915,735 shares giving
their owners the right to attend and vote at the Annual General Meeting. There
are no other classes of shares.
In order to avoid delays at the entrance checks, shareholders are asked to
present themselves in due time before the start of the Annual General Meeting.
Voting cards may be collected starting at 9:00 a.m.
Shareholders who did not receive admission cards or copies of the deposit
certificates from their custodian financial institution are requested to bring
valid official photo identification to the Annual General Meeting.
Internet broadcast of part of the Annual General Meeting Shareholders of the
Company and interested members of the public may follow the speech by the
Chairman of the Management Board at the Annual General Meeting on July 6, 2016
live on the Internet at www.voestalpine.com starting at approx. 10:00 a.m. No
video or audio broadcast of any other part of the Annual General Meeting will
take place.
The General Meeting is the key governing body of a stock corporation as it is
the forum for the Company's owners - the shareholders. We therefore hope you
will appreciate that we cannot turn a General Meeting into an event for guests,
much as we value such interest. For further questions please contact the
Investor Relations Team (phone: +43 (0) 50304 15 5221, e-mail:
IR@voestalpine.com)
Linz, June 2016
The Management Board
end of announcement euro adhoc
issuer: voestalpine AG
voestalpine-Straße 1
A-4020 Linz
phone: +43 50304/15-9949
FAX: +43 50304/55-5581
mail: IR@voestalpine.com
WWW: www.voestalpine.com
sector: Metal Goods & Engineering
ISIN: AT0000937503
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English
Digital press kit: http://www.ots.at/pressemappe/2054/aom
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voestalpine
Akt. Indikation: 18.22 / 18.47
Uhrzeit: 19:02:06
Veränderung zu letztem SK: 0.14%
Letzter SK: 18.32 ( 0.60%)
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