IMMOFINANZ AG
EQS-News: IMMOFINANZ AG
/ Announcement of the Convening of the General Meeting
IMMOFINANZ AG: Invitation to the 29th Ordinary Shareholders’ Meeting We hereby invite our shareholders to the 29th ordinary shareholders’ meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y, to take place on 12 July 2022 at 11:00 a.m. CEST (Vienna local time) at Hertha-Firnberg-Straße 8, AT-1100 Vienna, Austria. If the ordinary shareholders’ meeting is not completed on 12 July 2022 by 24:00 CEST (Vienna local time), the ordinary shareholders’ meeting will be continued on the following day, 13 July 2022 at 0:00 CEST (Vienna local time). For the protection of the shareholders and other participants, the Executive Board has decided to hold the shareholders’ meeting in the form of a virtual shareholders’ meeting on the basis of section 1 para 2 Corporate COVID-19 Act, Federal Law Gazette I No. 16/2020 as amended (“COVID-19-GesG”) and the Corporate COVID-19 Regulation, Federal Law Gazette II No. 140/2020 as amended (“COVID-19-GesV”). This means that the shareholders will not be able to participate physically in the shareholders’ meeting of IMMOFINANZ AG on 12 July 2022 for reasons of health protection. The Executive Board asks the shareholders for their understanding that they will not be able to attend the shareholders’ meeting in person. The organizational and technical requirements for participation in the virtual shareholders’ meeting pursuant to section 2 para 4 COVID-19-GesV are explained in point C of this invitation.
Authorisation of the Executive Board to issue convertible bonds and exclusion of the shareholders’ subscription rights, together with the revocation of the existing authorisation to issue convertible bonds in the unused amount as well as conditional increase of the share capital (section 159 para 2 item 1 Austrian Stock Corporation Act) and cancellation of existing conditional capitals in the unused amount as resolved upon at the shareholder’s meetings (i) of 11 May 2018 (Article 4 para (5) of the Articles of Association), (ii) of 02 October 2009 (amended by resolution of 01 December 2015) (Article 4 para (7) of the Articles of Association), (iii) of 28 September 2011 (amended by resolution of 01 December 2015) (Article 4 para (9) of the Articles of Association) and (iv) of 01 December 2015 (Article 4 para (10) of the Articles of Association) as well as corresponding amendments to the Articles of Association in Article 4 (Registered Capital and Shares), respectively.
Documents pursuant to section 108 para 3 and 4 Austrian Stock Corporation Act will be published on the company’s website (www.immofinanz.com) from the 21st day prior to the date of the ordinary shareholders’ meeting, therefore from 21 June 2022 at the latest:
The organisational and technical requirements for participation in the virtual shareholders’ meeting pursuant to section 2 para 4 COVID-19-GesV are hereby notified. In accordance with section 3 para 3 COVID 19-GesV, any modifications and/or additions to these organisational and technical requirements will be made available on the company’s website www.immofinanz.com no later than 21 June 2022.
In accordance with section 3 para 4 COVID 19-GesV in connection with section 102 para 4 of the Austrian Stock Corporation Act the shareholders’ meeting will be broadcast in full in picture and sound in real time on the internet. All shareholders may follow the shareholders’ meeting on 12 July 2022 from approx. 11:00 a.m. online at www.immofinanz.com. This enables every shareholder to follow the shareholders’ meeting in real time via this optical and acoustic one-way connection. Shareholders require high-performance internet access and an internet-compatible device for the audio and video transmission via an up-to-date internet browser. No registration or login is required to follow the shareholders’ meeting. Please note that this live transmission as a virtual shareholders’ meeting does not provide for remote participation (section 102 para 3 item 2 of the Austrian Stock Corporation Act) and remote voting (section 102 para 3 item 3 and section 126 of the Austrian Stock Corporation Act) and that the transmission on the internet is not a two-way connection. It is also pointed out that the company is only responsible for the use of technical means of communication to the extent that these are attributable to its sphere of influence.
It will not be possible for shareholders to be physically present at the virtual shareholders’ meeting. In accordance with section 3 para 4 COVID-19-GesV, shareholders can cast votes, submit motions for resolutions or raise an objection in the virtual shareholders’ meeting only through one of the four independent special proxies named below, the costs of which will be carried by the company: (i) Attorney Dr. Marie-Agnes Arlt, LL.M. (NYU) 1010 Vienna, Ebendorferstraße 6/10 Phone: + 43 1 308 25 80 E-mail: arlt.immofinanz@hauptversammlung.at
(ii) Attorney Dr. Paul Fussenegger 1010 Vienna, Rotenturmstraße 12/6 Phone: +43 1 235 10 01 E-mail: fussenegger.immofinanz@hauptversammlung.at
(iii) Attorney Mag. Ewald Oberhammer, LL.M. c/o Oberhammer Rechtsanwälte GmbH 1010 Vienna, Karlsplatz 3/1 Phone: +43 1 503 300 0 E-mail: oberhammer.immofinanz@hauptversammlung.at
(iv) Mag. Florian Prischl c/o Interessenverband für Anleger, IVA 1130 Vienna, Feldmühlgasse 22 Phone: +43 1 876 33 43 - 30 E-mail: prischl.immofinanz@hauptversammlung.at
To cast votes, submit motions for resolutions or raise an objection in the virtual shareholders’ meeting, shareholders must choose and authorise one of the above-mentioned special proxies. The special proxies will only exercise the voting right, the right to submit motions for resolutions and the right to raise objections in accordance with the shareholders’ instructions. It is recommended to contact the special proxy of your choice in good time if you intend to instruct the special proxy to propose motions for resolutions and to raise an objection to one or more items on the agenda. A proxy authorisation form for the four special proxies, as well as a form for the revocation of proxy authorisation, is available on the company’s website www.immofinanz.com. In the interest of a smooth processing, we ask to use the available forms. Details on the proxy authorisation, in particular about the text form and the content of the proxy authorisation, are contained in the proxy authorisation form that is available to the shareholders. To facilitate processing, please send your completed proxy authorisation form (in text form) in such a timely manner that it is received no later than 11 July 2022, 4:00 p.m. CEST (Vienna local time), using one of the communication channels stated below: Authorisation forms to the special proxies may be sent by e-mail to the address of the person you have chosen, with the proxy authorisation attached to the e-mail in text form, e.g. as a PDF file. This way the special proxy of your choice will have direct access to the authorisation and your instructions. The following communication channels and addresses are also available for the transmission of your proxy authorisation form:
Please note that it is not possible to present a proxy authorisation in person on the day of the shareholders’ meeting. Shareholders have the option to revoke their proxy authorisation. The above provisions for proxy authorisation apply mutatis mutandis to its revocation. The revocation does not take effect until it has been received by the company. Please note that in addition to a proxy authorisation also a deposit confirmation in accordance with section 10a Austrian Stock Corporation Act is necessary for participation in the virtual shareholders’ meeting, which must be received by the company no later than 07 July 2022 (see point E).
Shareholders may exercise their right to information pursuant to section 118 Austrian Stock Corporation Act in the virtual shareholders’ meeting as follows: The shareholders are invited to send their questions in advance by e-mail to fragen.immofinanz@hauptversammlung.at, if possible in such a way that they are received by the company on the third business day prior to the shareholders’ meeting, hence on Thursday, 07 July 2022. This will enable the preparation of answers in advance and a swift treatment during the shareholders’ meeting. For your questions, please use the question form provided on the company’s website www.immofinanz.com to ensure the most efficient processing possible. Questions may also be sent by simple e-mail. The e-mail must end with your name (reproduction of signature in accordance with section 13 para 2 Austrian Stock Corporation Act). To verify your identity as a shareholder for the transmission of questions, please use the e-mail address specified in the space provided on the authorisation form for your special proxy. By signing the proxy authorisation form, you confirm that only you have access to this e-mail address. If no shareholder e-mail address is indicated on the proxy authorisation form, or if questions are sent from another e-mail address, the identity of the person making the declaration must be verified with the shareholder’s name/company name and date of birth/company register number as well as the securities account number, the credit institution and the number of shares. If any doubts arise regarding the identity of a participant during the conduct of the shareholders’ meeting, the company reserves the right to verify the identity in an appropriate manner. If a proxy exercises the right to information, proof of proxy authorisation must also be provided in text form. Please note that the special proxies cannot be authorised to exercise the right to information.
A shareholder may also send questions by e-mail to fragen.immofinanz@hauptversammlung.at during the virtual shareholders’ meeting (see above on the shareholders’ right to information). The questions received by the company from shareholders before or during the shareholders’ meeting are read out in the shareholders’ meeting in accordance with section 118 Austrian Stock Corporation Act by the chairman or a person designated by him. The chairman of the shareholders’ meeting will structure the course of the meeting, in particular announcing during the meeting a certain point in time until which questions may be asked. Likewise, the shareholder may, up to the times specified by the chairman in the shareholders’ meeting, give (or amend) instructions by e-mail to the authorised special proxy, in particular instructions on casting votes, submitting motions for resolutions or raising objections. Please note that the special proxy cannot exercise the right to ask questions on behalf of the shareholder. For any instructions, please send a simple e-mail to the e-mail address of your special proxy listed under item 2 above. The e-mail must end with your name (reproduction of signature in accordance with section 13 para 2 Austrian Stock Corporation Act). Please use the e-mail address indicated in the proxy authorisation form to verify your identity and to ensure that it matches the proxy authorisation issued, or name the person making the declaration by stating the name/company and date of birth/company register number as well as the securities account number, the credit institution and the number of shares of the shareholder if you use another e-mail address (see above for the relevant requirements when exercising the shareholders’ right to information). Please note that during the shareholders’ meeting you can only communicate with your special proxy by e-mail and not by phone or message services.
Shareholders who have been holding, individually or cumulatively, five percent of the ordinary share capital of the company for a period of at least three months prior to the filing of the request may demand in writing that items shall be put on the agenda of the shareholders’ meeting and shall be published. Each such agenda item has to be accompanied by a motion and a rationale. The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission and shall confirm that the shareholder has been holding the shares throughout a period of at least three months prior to the filing of the request. In case of several shareholders who only cumulatively reach the required shareholding of five percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time). Regarding further required content of the depository confirmation it is referred to the information for participating in the shareholders’ meeting (point E). The written request for additional agenda items together with the confirmation of shareholding described above must be received by the company on the 21st day prior to the date of the ordinary shareholders’ meeting, hence on 21 June 2022 (Tuesday) at the latest,
Shareholders whose shareholdings, individually or cumulatively, equal or exceed one percent of the ordinary share capital of the company may file for each item of the agenda a motion in text form (in writing, no signature required) with the company and demand that these motions together with the names of the filing shareholders, their rationales which are to be attached and, if applicable, comments by the Executive or the Supervisory Board thereto shall be made available on the website of the company (www.immofinanz.com). The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission. In case of several shareholders who only cumulatively reach the required shareholding of one percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time). Regarding the further required content of the depository confirmation it is referred to the information for participating in the shareholders’ meeting (point E). The motion for resolution must be received together with the confirmation of shareholding described above on the seventh business day prior to the date of the ordinary shareholders’ meeting, hence on 01 July 2022 at the latest,
Motions compliant with the law will be published on the website of IMMOFINANZ AG no later than two business days after receipt (section 110 Austrian Stock Corporation Act).
Each shareholder shall, upon request, be informed at the shareholders’ meeting regarding the company’s affairs as far as necessary for a proper judgement in respect of items of the agenda. The information right also relates to the company’s legal and commercial relationships to its affiliated companies. Providing the information may be rejected as far as
The right to information may be exercised during the virtual shareholders’ meeting in accordance with the modalities set out under point C.3 by the shareholders themselves.
Every shareholder – regardless of the shareholding amount – has the right to bring forward motions in respect to each item on the agenda at the shareholders’ meeting. In the virtual shareholders’ meeting on 12 July 2022, shareholders can only submit motions through one of the special proxies (see the explanations under point C). If several motions are made to the same agenda item, section 119 para 3 Austrian Stock Corporation Act allows the chairman to determine the order in which the motions are voted on.
For the right to participate in the shareholders’ meeting and to exercise shareholder rights shares of the company must be held at the end of the tenth day prior to the shareholders’ meeting (record date), this is 02 July 2022 (Saturday), 12:00 p.m. (midnight) CEST (Vienna local time). Only such persons are entitled to participate in the shareholders’ meeting who are shareholders at the end of the record date and confirm this vis-à-vis the company. Please note that it is not possible for shareholders to come to the location of the shareholders’ meeting and physically attend the meeting themselves (virtual shareholders’ meeting). In the case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient for the confirmation of the shareholding. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation must contain the following details (section 10a para 2 Austrian Stock Corporation Act):
The depository confirmation may be issued in German or English. The depository confirmation must be received on the third business day prior to the shareholders’ meeting, hence on 07 July 2022, 24:00 (midnight) CEST (Vienna local time) at the latest
Credit institutions are kindly asked to send depository confirmations collectively in the form of a list.
Each shareholder who is entitled to participate in the virtual shareholders’ meeting and who has proven this in accordance with the provisions stated in point E of this invitation, has the right to grant power of attorney (proxy) for the shareholders’ meeting (section 113 Austrian Stock Corporation Act). For the virtual shareholders’ meeting on 12 July 2022 exclusively one of the special proxies named under point C.2 above can be authorised via the communication channels mentioned there to cast votes, submit motions for resolutions or raise an objection during the virtual shareholders’ meeting. In accordance with section 3 para 4 COVID-19-GesV it is not possible to authorise persons other than the four special proxies to exercise these rights in the virtual shareholders’ meeting. It is permissible, however, to authorise other persons to exercise other rights, in particular the right to information. If shareholders authorise persons to represent them other than one of the four special proxies named by the company, such as the custodian bank, an effective proxy chain (sub-proxy) must exist to ensure that one of the four special proxies is authorised to exercise the right to vote, to submit motions for resolutions and to make an objection in the virtual shareholders’ meeting itself. The power of attorney (proxy) must be submitted in text form (section 13 para 2 Austrian Stock Corporation Act). If a shareholder has granted power of attorney (proxy) to his/her custodian bank (section 10a Austrian Stock Corporation Act), it is sufficient if, in addition to the deposit confirmation, the bank declares that it has been authorised as a proxy representative in the manner intended for its transmission to the company. Shareholders have the option to revoke their power of attorney (proxy). The rules for proxy authorisation apply mutatis mutandis to its revocation. The revocation only becomes effective upon receipt by the company. The company has provided a specific form for granting power of attorney (proxy) to the special proxies on its website (www.immofinanz.com). Shareholders are kindly asked to use this form.
During the preparation and conduct of the shareholders’ meeting, the company processes personal data of the shareholders and their proxy holders (in particular those pursuant to section 10a para 2 Austrian Stock Corporation Act, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder and, if applicable, designation of the class or ISIN/WKN, the proxy card number and the name and date of birth of any proxy nominated by the shareholder) on the basis of the applicable data protection provisions, in particular the European Data Protection Basic Regulation (GDPR) and the Austrian Data Protection Act (DSG), in order to enable shareholders to exercise their rights at the shareholders’ meeting. If shareholders and/or their proxy holders do not provide the data or do not provide it to the required extent, participation in the shareholders’ meeting is not possible. Personal data is processed for the purposes of verifying the eligibility of shareholders and/or their proxy holders to participate and exercising shareholders' rights, as well as for handling the shareholders’ meeting, including the preparation of the registration and attendance lists and the minutes of the shareholders’ meeting, and is absolutely necessary for these purposes. The provisions of the Austrian Stock Corporation Act, in particular sections 111 - 114, 117 and 120 Austrian Stock Corporation Act, which represent legal obligations of the company within the meaning of Art 6 para 1 lit c GDPR, provide the legal basis under data protection law for the processing of the personal data of shareholders and/or their proxy holders. For processing IMMOFINANZ AG is person responsible according to Art 4 lit 7 GDPR. For organisation of the shareholders’ meeting IMMOFINANZ AG makes use of external service providers (in particular notaries, lawyers, credit institutions and IT- and back-office service providers). Service providers and processors of IMMOFINANZ AG receive only such personal data from IMMOFINANZ AG as are necessary for the execution of the commissioned service and process these data exclusively according to instructions of IMMOFINANZ AG. To the extent required by law, IMMOFINANZ AG has entered into a data protection agreement with the service providers. If a shareholder through authorisation of one of the special proxies participates in the virtual shareholders’ meeting, all represented shareholders or their representatives, the members of the Executive Board and Supervisory Board, the notary and all other persons with a legal right to participate may inspect the legally prescribed list of participants (section 117 Austrian Stock Corporation Act) and thereby also inspect the personal data specified therein (including name, place of residence, shareholding). Please note that shareholders can only inspect the list of participants in the virtual shareholders’ meeting through the authorized special proxy. In compliance with the statutory obligation, IMMOFINANZ AG also transmits personal data of shareholders and their proxy holders to public authorities: The shareholder's personal data, which must be included in the list of participants pursuant to section 117 Austrian Stock Corporation Act, will be transmitted to the competent commercial register court pursuant to section 120 para 4 Austrian Stock Corporation Act. The list of participants shall be attached to the minutes of the shareholders’ meeting, which shall be recorded in the commercial register in the publicly accessible collection of documents. Data may also be transmitted to the Vienna Stock Exchange, Warsaw Stock Exchange, the Austrian Financial Market Authority, the Takeover Commission or the Austrian Kontrollbank on a case-by-case basis. In addition, personal data will not be passed on to third parties. The personal data of shareholders and/or their proxy holders will be stored until the end of the seven-year statutory retention period. In addition, the personal data may be stored for a maximum of another three years if they are of significance for pending court or official proceedings, in which IMMOFINANZ AG is party (section 212 Austrian Commercial Code). Afterwards the data of the participants will be deleted. Under the applicable legal requirements, every shareholder and/or proxy holder has a right at any time to information, correction, deletion or restriction of the processing of his personal data, the right to object to the processing and the right to data transfer. Shareholders and/or proxy holders may use these rights against IMMOFINANZ AG gratuitously via retrievable webformular on https://immofinanz.com/de/dsgvo or via the following contact details:
IMMOFINANZ AG Attn: Data Protection Coordinator Wienerbergstraße 9 1100 Vienna Austria
In addition shareholders have a right of appeal to the data protection authority (www.dsb.gv.at) according to Art 77 GDPR.
As at the date of the notice convening the shareholders’ meeting the company has issued 138,650,327 non-par value bearer shares whereby each share grants one vote. IMMOFINANZ AG holds 1,028 treasury shares. Voting rights granted by these shares cannot be exercised according to Art 65 para 5 Austrian Stock Corporation Act. Hence 138,649,299 voting rights can be exercised. If the number of granted voting rights changes until the day of the shareholders meeting the company will provide respective information according to Art 120 para 2 lit 1 Austrian Stock Exchange Act.
Vienna, 14 June 2022
International Securities Identification Number (ISIN) AT0000A21KS2
14.06.2022 |
| Language: | English |
| Company: | IMMOFINANZ AG |
| Wienerbergstraße 9 | |
| 1100 Vienna | |
| Austria | |
| Phone: | +43 (0) 1 88090 - 2290 |
| Fax: | +43 (0) 1 88090 - 8290 |
| E-mail: | investor@immofinanz.com |
| Internet: | http://www.immofinanz.com |
| ISIN: | AT0000A21KS2 |
| WKN: | A2JN9W |
| Listed: | Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Warschau, Vienna Stock Exchange (Official Market) |
| End of News | EQS News Service |
1374953 14.06.2022
