DAX®15.226,10-0,05%TecDAX®3.508,29+0,61%S&P 500 I4.145,45+0,12%Nasdaq 10013.986,49+1,21%
finanztreff.de

EANS-General Meeting: Andritz AG / Invitation to -2-

| Quelle: Dow Jones Newsw... | Lesedauer etwa 16 min. | Text vorlesen Stop Pause Fortsetzen
DJ EANS-General Meeting: Andritz 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.

19.02.2021

ANDRITZ AG
Graz, FN 50935 f
ISIN AT0000730007
("Company")

Convening of the 114th Annual General Meeting of
ANDRITZ AG
on Wednesday, March 24, 2021, at 10:30 a.m., time in Vienna
The location of the Annual General Meeting pursuant to § 106 (1) AktG
is the company headquarters at Stattegger Strasse 18, 8045 Graz.

I. VIRTUAL ANNUAL GENERAL MEETING

1. COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law Regulation
(COVID-19-GesV)
In order to protect the shareholders and other participants, the Executive Board
has decided to make use of the legal provision to hold a virtual Annual General
Meeting.

Pursuant to § 1 (2) COVID-19-GesG, Federal Law Gazette I no. 16/2020 as amended
by Federal Law Gazette I no. 156/2020 and COVID-19-GesV (Federal Law Gazette II
no. 140/2020 as amended by Federal Law Gazette II no. 616/2020) and in
consideration of the interests of both the company and the participants, the
Annual General Meeting of ANDRITZ AG on March 24, 2021, will be conducted as a
virtual Annual General Meeting.

This means that shareholders and their representatives (except the special
voting proxy holders pursuant to §3 (4) COVID-19 GesV) cannot be physically
present at the Annual General Meeting of ANDRITZ AG on March 24, 2021, following
this decision by the Executive Board.

The Annual General Meeting will be held at the company headquarters at
Stattegger Strasse 18, 8045 Graz, exclusively in the physical presence of the
Supervisory Board Chairman, the Chairman of the Executive Board and the other
Executive Board members, the certifying notary public and the four special
voting proxy holders suggested by the company.

Holding the Annual General Meeting as a virtual meeting pursuant to COVID-19
GesV results in some changes to the Annual General Meeting procedures and in the
exercise of shareholders' rights.

Voting rights, the right to propose resolutions and the right to raise
objections can only be exercised by one of the special voting proxy holders
proposed by the company pursuant to § 3 (4) COVID-19 GesV.

The right to information can be exercised during the virtual Annual General
Meeting by the shareholders themselves via electronic communication. This
communication is possible in text form only by direct e-mail to the company at
fragen.andritz@hauptversammlung.at provided that the shareholders have sent a
safe custody receipt pursuant to § 10a AktG according to item IV and authorized
a special voting proxy holder according to item V before the deadline stated.

2. Annual General Meeting broadcast on the Internet
The Annual General Meeting will be broadcast by audiovisual means on the
Internet in full and in real time pursuant to § 3 (1), (2) and (4) COVID-19 GesV
in conjunction with § 102 (4) AktG.

This is permissible under data protection law with regard to the legal basis
provided by § 3 (1), (2) and (4) COVID-19 GesV.

All of the company's shareholders can attend the Annual General Meeting as a
virtual Annual General Meeting using the appropriate equipment (e.g. computer,
laptop, tablet or smartphone together with an Internet connection with
sufficient bandwidth for streaming videos) at www.andritz.com as from
approximately 10:30 hrs, time in Vienna, on March 24, 2021. There is no need for
registration or login to attend the Annual General Meeting.

As the virtual Annual General Meeting will be broadcast on the Internet, all
shareholders will be able to follow the Annual General Meeting and, in
particular, the Executive Board's presentation, the answers to shareholders'
questions and the voting process in real time via this one-way audiovisual
connection.

We wish to point out that this live broadcast as a virtual Annual General
Meeting does not permit remote participation (§ 102 (3) line 2 AktG) or remote
voting (§ 102 (3) line 3 AktG and § 126 AktG) and that the Internet broadcast is
not a two-way connection. Hence, an individual shareholder can only follow the
Annual General Meeting.

Similarly, we must point out that the company is only responsible for the use of
technical means of communication to the extent that they are attributable to its
own sphere (§ 2 (6) COVID-19 GesV).

Furthermore, we wish to draw your attention to the information on the
organizational and technical requirements for participation pursuant to § 3 (3)
in conjunction with § 2 (4) COVID-19 GesV ("Information concerning
participation").

II. Agenda

1. Presentation of the Financial Statements including the Management Report
and Corporate Governance Report, the Consolidated Financial Statements
including the Consolidated Management Report, the Proposal on the
Allocation of Net Earnings and the Supervisory Board's Report for the 2020
business year

2. Resolution on the use of the net earnings

3. Resolution on discharge of the Executive Board members for the 2020
business year

4. Resolution on discharge of the Supervisory Board members for the 2020
business year

5. Resolution on the remuneration for the Supervisory Board members for the
2020 business year

6. Appointment of the auditor for the Financial Statements and Consolidated
Financial Statements for the 2021 business year

7. Appointment of two persons to the Supervisory Board

8. Resolution on the remuneration report

9. Resolution on the remuneration policy

10. Resolution on authorizations for the Executive Board in connection with the
purchase and sale of treasury shares

Report by the Executive Board pursuant to § 65 (3) AktG in connection with
treasury shares and resolutions to authorize the Executive Board to
purchase treasury shares in accordance with the provisions of the Austrian
Stock Corporation Act (AktG) and the Austrian Stock Exchange Act according
to the provisions of § 65 (1) line 8 AktG for a period of thirty months as
from April 1, 2021 and to cancel these shares if necessary, and to
authorize the Executive Board to pass a resolution to also sell the
treasury shares with the consent of the Supervisory Board in another way
than through the stock exchange or a public offering, excluding the
subscription right of the shareholders, for a period of five years after
the resolution is passed.

III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, PROVIDING OF INFORMATION ON THE
WEB SITE

In particular, the following documents shall be available pursuant to § 108 (3)
and (4) AktG on the company's web site at www.andritz.com, as entered in the
Companies Register, not later than March 3, 2021:

* Information on the organizational and technical requirements for participation
pursuant to § 3 (3) in conjunction with § 2 (4) COVID-19 GesV ("Information
concerning participation")
* Financial Statements
* Management Report
* Consolidated Non-financial Statement
* Consolidated Financial Statements
* Consolidated Corporate Governance Report
* Proposal for use of the net earnings
* Report of the Supervisory Board

for the 2020 business year in each case

* Motions on items 2 to 10 on the agenda
* Remuneration report
* Remuneration policy
* Statements by the candidates for appointments to the Supervisory Board to
agenda item 7 pursuant to § 87 (2) AktG, including curriculum vitae
* Executive Board report on justification of exclusion of subscription rights to
agenda item 10 (Authorization of the Executive Board in connection with the
purchase and sale of treasury shares)
* Form for granting a proxy with special voting rights pursuant to § 3 (4)
COVID-19 GesV
* Question form
* Form for revoking a proxy
* Full wording of this convening document for the Annual General Meeting

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

The right to participate in the virtual Annual General Meeting and to exercise
voting and all other shareholders' rights to be asserted at the Annual General
Meeting pursuant to COVID-19 GesG and COVID-19 GesV is conditional upon the
shareholding at the end of the day on March 14, 2021 ( 24:00 hrs, time in Vienna)
(record date).

Only persons who are shareholders on this record date and provide proof thereof
to the company are entitled to take part in and to exercise their shareholder
rights at this virtual Annual General Meeting pursuant to COVID-19 GesG and
COVID-19 GesV.

A safe custody receipt pursuant to § 10a AktG that must be received by the
company not later than March 19, 2021 ( 24:00 hrs, time in Vienna) via one of the
following communication channels at one of the following addresses is to be
provided as evidence of the shareholding on the record date.

* For submission of the safe custody receipt in text form, which is sufficient
according to Article 18 (3) of the Articles of Association
- by fax: +43 1 8900 500 94
- by e-mail: anmeldung.andritz@hauptversammlung.at (safe custody receipts in
PDF format please)

* For submission of the safe custody receipt in written form
- by mail or messenger service:
ANDRITZ AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

- by SWIFT:
GIBAATWGGMS
(Message type MT598 or MT599, it is essential to state ISIN AT0000730007 in
the message text)

It is not possible to appoint a properly authorized, special voting proxy holder

(MORE TO FOLLOW) Dow Jones Newswires

February 23, 2021 01:23 ET ( 06:23 GMT)


and to exercise the voting rights of the shareholders if the company does not
receive the safe custody receipt in time.

The shareholders are requested to contact their custodian bank and arrange for a
safe custody receipt to be issued and submitted.

The record date has no effect on the saleability of the shares and has no
bearing on dividend entitlement.

Safe custody receipt pursuant to § 10a AktG
The safe custody receipt must be issued by the custodian bank with headquarters
in a member state of the European Economic Area or a full member of the OECD and
must contain the following information (§ 10a (2) AktG):

* Information on the issuer: Name/company and address or code normally used in
communication between banks (SWIFT code)
* Information on the shareholder: Name/company, address, date of birth of
individuals, companies' register and register number of legal entities, as
applicable
* Safe custody or securities account number or other designation
* Information on the shares: number of shares held by the shareholder, ISIN
AT0000730007 (international securities identification number)
* Reference time or time period to which the safe custody receipt refers


The safe custody receipt as evidence of shareholding for the purpose of
participation in the Annual General Meeting must refer to the end of the day on
the record date March 14, 2021 ( 24:00 hrs, time in Vienna).
The safe custody receipt will be accepted in German or English.

V. APPOINTING A SPECIAL VOTING PROXY HOLDER AND THE PROCESS TO BE OBSERVED FOR
THIS PURPOSE

Each shareholder who is entitled to attend the virtual Annual General Meeting
pursuant to COVID-19 GesG and COVID-19 GesV and has provided proof thereof as
stipulated in item IV of the present convening document has the right to appoint
a special voting proxy holder.

Pursuant to § 3 (4) COVID-19 GesV, it is only possible to table a motion, vote
and raise an objection during this virtual Annual General Meeting of ANDRITZ AG
on March 24, 2021, through one of the special voting proxy holders.

The following persons, who are suitable and independent of the company are
proposed as special voting proxy holders:

(i) Dr. Michael Knap
c/o Interessenverband für Anleger, IVA
1130 Vienna, Feldmühlgasse 22
e-mail: knap.andritz@hauptversammlung.at

(ii) Attorney-at-law Dr. Paul Fussenegger
1010 Vienna, Rotenturmstrasse 12/6
e-mail: fussenegger.andritz@hauptversammlung.at

(iii) Attorney-at-law Mag. Philipp Stossier
c/o Stossier Heitzinger Rechtsanwälte
4600 Wels, Dragonerstrasse 54
e-mail: stossier.andritz@hauptversammlung.at

(iv) Attorney-at-law Dr. Christoph Nauer, LL.M.
c/o bpv Hügel Rechtsanwälte GmbH
2340 Mödling, Enzersdorferstrasse 4
e-mail: nauer.andritz@hauptversammlung.at

Each shareholder can choose one of the four persons mentioned above as his
special voting proxy holder and grant this person a proxy.

A separate proxy form can be downloaded from the company's web site at
www.andritz.com in order to grant the proxy to the special voting proxy holders.
We kindly request you to use this proxy form.

The requirements stated in the information concerning participation must be
observed for granting of proxy and the respective submission options and
deadlines.

It is expressly forbidden to hand over the proxy personally at the meeting
location.

VI. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO §§ 109, 110, 118 AND 119
AktG

1. Addition to the agenda by shareholders pursuant to § 109 AktG
Shareholders may request in writing that additional items be added to the agenda
of this Annual General Meeting and announced if their individual or aggregate
holding reaches 5% of the total shares and they have held these shares for at
least three months before submitting the request, provided that this request is
delivered in writing to the company by mail or messenger service not later than
March 3, 2021 ( 24:00 hrs, time in Vienna) and addressed exclusively to ANDRITZ
AG, att. Dr. Michael Buchbauer, Investor Relations Department, Stattegger
Strasse 18, 8045 Graz, Austria, or by e-mail with qualified electronic signature
to michael.buchbauer@andritz.com or by SWIFT to GIBAATWGGMS.

"In writing" means with a hand-written signature or the company's legally
binding signature by each requester or, if submitted by e-mail, with a qualified
electronic signature, or, if submitted via SWIFT, with message type MT598 or MT
99, where the text must also state ISIN code AT0000730007.

Each agenda item requested in this way must include a resolution proposal and
state the reason for the request. The agenda item and the proposed resolution,
but not the reasons for the resolution, must also be worded in German. Proof of
shareholding must be brought by submitting a safe custody receipt pursuant to §
10a AktG confirming that the shareholders making the request have held the
shares for at least three months before submitting the request. This safe
custody receipt must not be more than seven days old at the time of submission
to the company. Several share safe custody receipts that only communicate an
aggregate shareholding of 5% all together must refer to the same time and date.

Reference is made to the information on entitlement to participate (item IV of
this convening document) concerning the other requirements relating to the safe
custody receipt.

2. Resolution proposals for the agenda by shareholders pursuant to § 110 AktG
Shareholders may submit resolution proposals in text form, including the reasons
for the proposal, for any item on the agenda and request that these proposals be
made accessible together with the name of the shareholder concerned, the reasons
to be attached to the proposal and any comments thereon by the Executive Board
or the Supervisory Board on the company's web site as entered in the Companies'
Register if their individual or aggregate holding reaches 1% of the total shares
provided that this request is delivered to the company either in text form by
fax to 43 316 6902-465, by mail, messenger service or personally to ANDRITZ AG,
att. Dr. Michael Buchbauer, Investor Relations Department, Stattegger Strasse
18, 8045 Graz, Austria, or by e-mail to michael.buchbauer@andritz.com not later
than March 15, 2021 ( 24:00 hrs, time in Vienna), where the shareholders' request
in text form is attached to the e-mail, for example as a PDF file. If text form
is required pursuant to § 13 (2) AktG for declarations, the declaration must be
submitted in a certificate or in another way using written characters suitable
for permanent reproduction, stating the identity of the person making the
statement and indicating the end of the statement by a facsimile of the person's
signature or by other means. The proposed resolution, but not the reasons for
it, must also be worded in German.

The declaration by the person proposed pursuant to § 87 (2) AktG shall take the
place of the reasons in a proposal for election of a Supervisory Board member.

Proof of shareholding must be brought by submitting a safe custody receipt
pursuant to § 10a AktG, which must not be more than seven days old at the time
of submission to the company. Several safe custody receipts that only
communicate an aggregate shareholding of 1% all together must refer to the same
time and date.

Reference is made to the information on entitlement to participate (item IV of
this convening document) concerning the other requirements relating to the safe
custody receipt.

3. Information pursuant to § 110 (2), sentence 2 in conjunction with § 86 (7)
and (9) AktG
This information is not needed because ANDRITZ AG is not subject to § 86 (7)
AktG and need not take the minimum shareholding requirement pursuant to § 86 (7)
AktG into account.

4. Shareholders' right to information pursuant to § 118 AktG
Each shareholder shall, upon request, receive information at the Annual General
Meeting on matters concerning the company to the extent that such information is
necessary in order to properly evaluate an item on the agenda. The obligation to
provide information also extends to the legal relationships between the company
and an affiliated company and to the situation within the Group and the
companies included in the Consolidated Financial Statements.

Information may be denied if it would be deemed suitable according to reasonable
entrepreneurial judgment to cause significant harm to the company or an
associated company or if disclosure thereof would be grounds for prosecution.

In order to exercise the shareholders' right to information, a shareholder must
provide proof of the right to participate (item IV of the convening document)
and grant a proxy to a special voting proxy holder (item V of the convening
document).

We expressly point out that the right to information and the right to speak
during this virtual Annual General Meeting can only be exercised by the
shareholders themselves by using electronic mail to send questions or the
statement directly to the company by e-mail to
fragen.andritz@hauptversammlung.at.

The shareholders are requested to send all questions beforehand in text form by
e-mail to fragen.andritz@hauptversammlung.at. The questions must be sent in time
to reach the company not later than three working days before the Annual General
Meeting, which is by March 19, 2021. This will serve to ensure that the meeting
is conducted efficiently in the interests of all participants in the Annual
General Meeting, especially in dealing with questions requiring lengthy
preparation.

This will enable the Executive Board to prepare as carefully as possible for the
meeting and answer your questions quickly.

Please use the question form available on the company's web site at
www.andritz.com. If this question form is not used, the person addressing the
question (name/company, date of birth/Companies' Register number of the

(MORE TO FOLLOW) Dow Jones Newswires

February 23, 2021 01:23 ET ( 06:23 GMT)
Werbung

Das könnte Sie auch interessieren

News-Suche

Suchbegriff:

Aktuelle Videos

HSBC Trading TV

Werbung

Trading-Tipp

Börsen & Märkte

US-Marktüberblick

zur Mediathek
Werbung

Werbung
Diese Seite empfehlenschliessen
Interessant, oder?
Teilen Sie diese Seite auf Facebook oder Twitter
Wenn Sie auf die Teilen-Buttons klicken und sich bei den Betreibern einloggen, werden Daten an den jeweiligen Betreiber übermittelt. Bitte beachten Sie die Datenschutzerklärung.
Aktuelle Umfrageschliessen
Die Corona-Pandemie hat den Online-Handel enorm befeuert.Haben Sie seit Beginn der Corona-Pandemie mehr im Internet bestellt?
Jetzt abstimmen!
Alle Umfragen ansehen