08.06.2017,
15508 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.
08.06.2017
AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h
ISIN AT0000603709
Invitation
to the 30th Annual General Meeting
We would like to invite our shareholders to the
30th Annual General Meeting
of AGRANA Beteiligungs-Aktiengesellschaft
on Friday, July 07th, 2017, at 11:00 a.m.,
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 2016/2017.
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 2016/2017.
4. Resolution on the formal approval of the actions of the members of the
Supervisory Board for the financial year 2016/2017.
5. Resolution on the remuneration received by the members of the Supervisory
Board.
6. Appointment of the auditor and the group auditor for the financial year
2017/2018
7. Election of the new Supervisory Board
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE
WEBSITE
In particular, the following documents will be presented on the Company's
websites www.agrana.com
http://www.agrana.com/ and www.agrana.com/ir/
hauptversammlung
http://www.agrana.com/ir/hauptversammlung no later than June
16th, 2017:
Financial statements\nConsolidated financial statements and summary management report\nCorporate governance report\nProposal for the appropriation of profits\nReport of the Supervisory Board each for the financial year 2016/2017; and\nProposed resolutions concerning Items 2 to 7 of the Agenda\nStatements by the candidates 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 candidates' CVs\nForm for granting proxy\nForm for granting proxy to a representative of the IVA\nForm for revocation of a proxy\nFull text of the present Invitation.\nIII. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The right to participate in the Annual General Meeting and to exercise the
voting right and any other rights of shareholders to be asserted in connection
with the Annual General Meeting is subject to the holding of shares as per the
end of June 27th, 2017 (record date). Only persons who are holding shares on
the record date and provide evidence thereof have the right to participate in
the Annual General Meeting. For proof of the shareholding on the record date, a
deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act is
required, which must be received by the Company no later than July 04th, 2017
(24:00 o'clock), exclusively via and to any of the following communication
channels and addresses:
(i) for transmission of the deposit confirmation in writing with legally
binding signatures
By letter post or Messenger
AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By email anmeldung.agrana@hauptversammlung.at
[anmeldung.agrana@hauptversammlung.at]
(As an electronic document in PDF format with a qualified electronic signature)
By SWIFT
GIBAATWGGMS
(Message Type MT598; "ISIN AT0000603709" must be indicated in the text)
(ii) for the 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
[anmeldung.agrana@hauptversammlung.at]
(Here the deposit confirmations in the formats PDF and TIFF can be considered.)
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 saleability 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 which must be 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 furthermore 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 AT0000603709;\nDeposit account number, alternatively any other description;\nTime 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 27th, 2017 (24:00 o'clock, CEST, Vienna time). The deposit confirmation will be accepted in German or English. For purposes of identification, the shareholders and their proxies are requested to hold a valid official photo identification card ready upon registration.\nIV. OPTION OF APPOINTING A PROXY, AND PROCEDURE TO BE FOLLOWED
Each shareholder who has the right to participate in the Annual 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 proxy to
participate in the Annual 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). Multiple
persons may be authorized. Proxy can be granted both before and during the
Annual General Meeting. For the transmission of proxies, we offer the following
communication channels and addresses:
By letter post or messenger
AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By fax: +43 (0)1 8900 500 - 58
By email anmeldung.agrana@hauptversammlung.at
[anmeldung.agrana@hauptversammlung.at] (Here the authorizations in the formats
PDF and TIFF can be considered.)
The proxies must arrive at one of the aforementioned addresses no later than
July 06th, 2017, 16:00 o'clock, unless they are handed over to the entrance and
exit supervision at the Annual General Meeting on the day of the Annual General
Meeting. Forms for granting and revocation of proxies can be downloaded from
the Company's website at www.agrana.com
http://www.agrana.com/. 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 authorization 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 Annual 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 representative for the exercise of voting rights,
subject to directives, at the Annual General Meeting; a special authorization
form for this can be downloaded from the Company's website at www.agrana.com
http://www.agrana.com/. In addition, you may also contact Dr. Michael Knap
from the IVA directly via phone +43 1 8763343-30, fax +43 1 8763343-39 or email
michael.knap@iva.or.at [michael.knap@iva.or.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 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, with legally binding signatures,
that additional items be included into the agenda for this Annual General
Meeting, and that an announcement be made in this respect, provided such
request is received by the Company in writing, with legally binding signatures,
by letter post or messenger no later than June 16th, 2017 (24:00 o'clock), at
A-1220 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1, Attn. Ms. Dipl.-Ing. Mag.
Gertraud Wöber, General Secretary. Each agenda item thus requested must include
a proposed resolution and an explanatory statement. Shareholder ownership must
be proven by submission 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 application, which
confirmation may not have been issued more than seven days prior to the time of
its submission to the Company. The other requirements for the deposit
confirmation are included in the explanations concerning the right to
participation (Item III).
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 an explanatory
statement, concerning any item on the agenda, in text form, and may request
that any such proposal, including the names of the shareholders concerned, the
explanatory statement and a possible opinion thereon by the Management Board or
the Supervisory Board, be made available on the website of the Company entered
in the commercial register, provided such written proposal and request is
received by the Company no later than June 28th, 2017 (24:00 o'clock), either
via fax to +43 1 21137 12055, or via letter mail to A-1020 Vienna, Friedrich-
Wilhelm-Raiffeisen-Platz 1, Attn. Ms. Dipl.-Ing. Mag. Gertraud Wöber, General
Secretary, or via email to gertraud.woeber@agrana.com
[gertraud.woeber@agrana.com], whereby the request is to be annexed to the email
in text form, e.g. as a PDF. 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 proven by submission 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 submission to the
Company. The other requirements for the deposit confirmation are included in
the explanations concerning the right to participation (Item III).
3. 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, to the extent that
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 Annual 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. Dipl.- Ing. Mag. Gertraud Wöber, in text form in due time
before the Annual General Meeting. The questions can be sent to the Company by
fax to +43 (0) 1 21137 12055 or by email to gertraud.woeber@agrana.com
[gertraud.woeber@agrana.com].
4. 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 Annual General Meeting regarding any
item on the agenda. If more than one motion is submitted concerning one item on
the agenda, the Chair shall determine the order of the voting in accordance
with § 119 III of the Austrian Stock Corporation Act. However, a shareholder
motion for election of a member of the Supervisory Board requires the timely
submission of a proposed resolution 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 nominations must reach the
Company no later than June 28th, 2017, in the manner described above (Item V
paragraph 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 nomination proposal. Otherwise, the
shareholder motion may not be considered when a member of the Supervisory Board
is to be elected.
5. Information on the website
Further information on these shareholder rights pursuant to §§ 109, 110, 118
and 119 of the Austrian Stock Corporation Act is available on the Company's
website www.agrana.com
http://www.agrana.com/.
VI. FURTHER INFORMATION AND NOTES
Total number of shares and voting rights At the time of the convening of the
Annual General Meeting, the authorized capital of the Company amounts to EUR
113,531,274.76, divided into 15,622,244 bearer shares. Each share holds one
vote. The total number of voting rights thus amounts to 15,622,244 voting
rights at the time of the convening of the Annual General Meeting. At the time
of the convening of the Annual General Meeting, the Company holds own shares
neither directly nor indirectly. According to § 67 in conjunction with § 262
XXIX of the Austrian Stock Corporation Act, 25 shares have been declared void.
Vienna, June 2017
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: AT0000603709
indexes: WBI
stockmarkets: Stuttgart, Wien, Frankfurt, Berlin
language: English
Digital press kit:
http://www.ots.at/pressemappe/4/aom
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Bildnachweis
1.
Hannes Haider (Agrana)
, (© Martina Draper/photaq) >> Öffnen auf photaq.com
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