=------------------------------------------------------------------------------- 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)