SCHOELLER-BLECKMANN OILFIELD EQUIPMENT AG
EQS-News: Schoeller-Bleckmann Oilfield Equipment AG
/ Announcement of the Convening of the General Meeting
SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft Invitation to the Annual General Meeting of
Place of the Annual General Meeting as defined in Section 106 No. 1 AktG I. HELD AS A VIRTUAL ANNUAL GENERAL MEETING The Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft on 28 April 2022 will be held as a virtual Annual General Meeting on the basis of Section 1 (2) COVID-19-GesG, Federal Law Gazette I no. 16/2020 as amended by Federal Law Gazette I no. 246/2021 and COVID-19-GesV (Federal Law Gazette II no. 140/2020 as amended by Federal Law Gazette II no 609/2021), taking into account the interests of both the Company and the participants. As a consequence, according to the resolution of the Executive Board, shareholders and their representatives (with the exception of the special proxies pursuant to Section 3 (4) COVID-19-GesV) cannot be physically present at the Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft on 28 April 2022. The virtual Annual General Meeting is held in the physical presence of the Chairman of the Supervisory Board, the Chief Executive Officer and the other member of the Executive Board, the certifying official notary public, and the four special proxies proposed by the Company and auditor's representative at the \\"Stadthalle\\" in 2630 Ternitz, Theodor-Körner-Platz 2. The holding of the Annual General Meeting as a virtual Annual General Meeting in accordance with COVID-19-GesV leads to modifications in the course of the Annual General Meeting and in the exercise of shareholders' rights. The exercise of voting rights, the right to submit proposals for resolutions and the right to object are exclusively carried out by one of the special proxies proposed by the Company in accordance with Section 3 (4) COVID-19-GesV.
The right to information may be exercised at the virtual Annual General Meeting by the shareholders themselves by means of electronic communication, and in text form exclusively by E-mail directly to the E-mail address fragen.sbo@hauptversammlung.atof the Company, provided that the shareholders have submitted a deposit certificate as defined in Section 10a Austrian Stock Corporation Act (AktG) within the prescribed period in accordance with Section IV. and have authorized a special proxy in accordance with Section V. This is permissible under data protection law with regard to the legal basis provided under Section 3 (1), (2), and (4) COVID-19-GesV. All shareholders of the Company will be able to follow the Annual General Meeting on 28 April 2022 from 10:00 a.m., Vienna time, as a virtual Annual General Meeting at www.sbo.at/hauptversammlung by using suitable technical equipment (e.g. computer, notebook, tablet, or smartphone as well as an internet connection with sufficient bandwidth for video streaming). No registration or login is required to follow the Annual General Meeting. The Company offers two alternative accesses to the internet broadcast with picture and sound in German language. Shareholders are requested to select one broadcast on the Company's website (on broadcast 1; on broadcast 2). If shareholders experience transmission or reception disruptions, they are asked to switch to the other provider. The broadcast of the Annual General Meeting on the internet will enable all shareholders to follow the course of the Annual General Meeting in real time via this one-way acoustic and optical connection, and in particular to follow the presentation by the Executive Board, the answers to shareholders' questions and the voting process. Please note that this live broadcast, being a virtual Annual General Meeting, does not enable remote participation (Section 102 (3) No. 2 Austrian Stock Corporation Act (AktG)) and remote voting (Section 102 (3) No. 3 and Section 126 Austrian Stock Corporation Act (AktG)) and that the internet broadcast is not a two-way connection. Therefore, the individual shareholder will only be able to follow the course of the Annual General Meeting. Therefore the shareholders cannot make a request to speak via this connection. It is also noted that the Company is only insofar responsible for the use of technical means of communication attributable to its sphere of influence (Section 2 (6) COVID-19-GesV). Furthermore, reference is made to the information on the organizational and technical requirements for participation pursuant to Section 3 (3) in conjunction with Section 2 (4) COVID-19-GesV (\\"Participation Information\\"). II. AGENDA 1. Submission of the approved Annual Financial Statements according to the Austrian Commercial Code (UGB) including the Notes and Management Report, the Corporate Governance Report, the Consolidated Financial Statements according to IFRS including the Notes thereto, the Group Management Report and non-financial statement, the Executive Board's Proposal on the appropriation of the retained profit, in each case in relation to the fiscal year ended 31 December 2021, and submission of the Report of the Supervisory Board for the fiscal year 2021 2. Resolution on the appropriation of the retained profit as set out in the Annual Financial Statements for the financial year ended 31 December 2021 3. Resolution on the discharge of the members of the Executive Board for the fiscal year 2021 4. Resolution on the discharge of the members of the Supervisory Board for the fiscal year 2021 5. Election of the auditor of the Annual Financial Statements and the Consolidated Financial Statements for the fiscal year 2022 6. Elections to the Supervisory Board 7. Resolution on the Remuneration Report for the fiscal year 2021 8. Resolution on the Remuneration Policy regarding the remuneration of the members of the Executive Board 9. Resolution regarding i) the authorization of the Executive Board to acquire treasury shares pursuant to Sections 65 (1) (No. 8) and (1a) and (1b) of the Austrian Stock Corporation Act (AktG), ii) the authorization of the Executive Board to cancel treasury shares pursuant to Section 65 (1) (No. 8) of the Austrian Stock Corporation Act (AktG) without any further resolution of the General Meeting and thereby to reduce the share capital of the Company, iii) the authorization of the Executive Board pursuant to Section 65 (1b) of the Austrian Stock Corporation Act (AktG) to resolve, with the approval of the Supervisory Board, on the sale of treasury shares by other means than via the stock exchange or a public offering, including the exclusion of shareholders' statutory repurchase rights (subscription rights), iv) all of these (items i) to iii)) under revocation of the resolution adopted at the Annual General Meeting of the Company on 23 April 2020 regarding item 8 on the Agenda III. DOCUMENTS REGARDING THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE - Participation Information: information on the organizational and technical requirements for participation according to Section 3 (3) in conjunction with Section 2 (4) COVID-19-GesV, - Annual Financial Report 2021 including
- Corporate Governance Report, - Proposal for the appropriation of retained profit, - Report of the Supervisory Board, - Remuneration Report 2021, - Remuneration Policy for Executive Board members of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft (Remuneration Policy Executive Board 2022), - Proposed resolutions on items 2-9 on the Agenda - Curriculum Vitae Mag. Norbert Zimmermann - The candidate's statement for election as member to the Supervisory Board pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG), - Report of the Executive Board pursuant to Section 65 (1b) in conjunction with 170 (2) Austrian Stock Corporation Act (AktG) and Section 153 (4) Austrian Stock Corporation Act (AktG) on Agenda item 9. - sale of treasury shares by the Company, - Form for granting a proxy for the special proxy according to Section 3 (4) COVID-19-GesV, - Form for the revocation of a proxy, - Form for questions, - Invitation to the Annual General Meeting
The right to attend the virtual Annual General Meeting and to exercise voting rights and other shareholder rights which have to be asserted at this virtual Annual General Meeting in accordance with the COVID-19-GesV depend on the ownership of shares at the end of 18 April 2022 (midnight, Vienna time) (record date). Only persons who are shareholders on this record date and provide evidence thereof to the Company will be entitled to participate and exercise their shareholder rights in this virtual Annual General Meeting in accordance with the COVID-19-GesV.
For evidence of share ownership on the record date, a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) must be received by the Company no later than 25 April 2022 (midnight, Vienna time) exclusively through one of the communication channels and addresses below:
By telefax: +43 (1) 8900 500-65
By mail or courier The appointment of a special proxy and the exercise of the shareholders' right to information cannot be effected without a deposit confirmation received by the Company in due time. Shareholders are requested to contact their custodian bank and arrange for the issuance and transmission of a deposit confirmation.
The record date has no effect on the salability of the shares and has no significance for the dividend entitlement. - Details of the issuer: Name/company name and address or a standard code used in communications between credit institutions (SWIFT-Code) - Details of the shareholder: name/company name, address, in case of natural persons date of birth, in case of legal entities register and registration number, - Details of the shares: number of shares held by the shareholder, ISIN AT0000946652, (International Securities Identification Number), - Deposit number, securities account number or other identification, - Date or period to which the deposit confirmation refers. The deposit confirmation as evidence of share ownership for attendance at the Annual General Meeting must refer to the end of the record date 18 April 2022 (midnight, Vienna time). The deposit confirmation is accepted in the German or English language. V. AUTHORIZATION OF A SPECIAL PROXY AND PROCEDURE TO BE FOLLOWED FOR THIS PURPOSE In this virtual Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft on 28 April 2022, only one of the special proxies is permitted to submit a proposal for resolution, to vote and to raise an objection in accordance with Section 3 (4) COVID-19-GesV whose costs shall be borne by the Company. The following persons, who are suitable and independent of the Company, are proposed as special proxies:
(i) Attorney Mag. Ewald Oberhammer,
(iii) Attorney Dr. Christoph Nauer, LL.M., The granting of a power of proxy to another person is not permitted pursuant to section 3 (4) COVID-19-GesV. A separate proxy form for granting power of proxy to the special proxy is available no later than 7 April 2022 on the Company's website at www.sbo.at/hauptversammlung. You are asked to use this proxy form.
The specifications provided for in the Participation Information must be noted with regard to the granting of proxies, its delivery options and deadlines. A personal handover of the proxy at the place of the Meeting is expressly excluded. 1. Supplement to the Agenda by shareholders pursuant to Section 109 Austrian Stock Corporation Act (AktG) Each item on the Agenda so requested must be accompanied by a proposal for a resolution including a statement of reasons. The item and the proposed resolution, but not its statement of reasons, shall in any case be written in German as well. The shareholder status is to be demonstrated by presenting a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) which confirms that the shareholders submitting the request have been holders of the shares for at least three months prior to the submission of the request and which must not be more than seven days old when presented to the Company. Several deposit confirmations for shares which only jointly reach the required extend of participation of 5% of the share capital must refer to the same point of time (day, time). For other requirements for the deposit confirmation, please refer to the explanations on the right to attend (Section IV). 2. Shareholders' proposals for resolution regarding the Agenda pursuant to Section 110 AktG If a proposal is made on the election of a member to the Supervisory Board the statement of reasons is replaced by a statement of the suggested candidate, pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG). Shareholder ownership is to be demonstrated by submitting a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) which must not be more than seven days old when presented to the company. In the case of several shareholders who only jointly reach the required shareholding of 1% of the share capital, the deposit confirmations for all shareholders must refer to the same day and time.
For other requirements for the deposit confirmation, please refer to the explanations on the right to attend (Section IV). § 10 (1) of the Articles of Association of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft stipulates that the Supervisory Board shall consist of four to six members appointed by the General Meeting. Note that the works council has not delegated any members to the Supervisory Board pursuant to Section 110 Austrian Labor Constitutional Act (ArbVG) and therefore no statement is made as to whether an objection has been declared pursuant to Section 86 (9) Austrian Stock Corporation Act (AktG). The Supervisory Board of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft currently consists of five members elected by the Annual General Meeting (shareholders' representatives). SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft is currently not subject to Section 86 (7) Austrian Stock Corporation Act (AktG) and there is no obligation to comply with the minimum percentage requirement pursuant to Section 86 (7) Austrian Stock Corporation Act (AktG), since the Supervisory Board will continue to consist of only five capital representatives after the Annual General Meeting if one person is elected to the Supervisory Board. Of the five shareholders' representatives, three are men and two are women. The minimum percentage requirement pursuant to Section 86 (7) Austrian Stock Corporation Act (AktG) has already been fulfilled. 4. Shareholders' right to information pursuant to Section 118 Austrian Stock Corporation Act (AktG) However, it is expressly pointed out that the right to information and the right to speak during this virtual Annual General Meeting can be exercised by the shareholders themselves by way of electronic mail exclusively by sending questions or statements by e-mail directly to the Company at the e-mail address fragen.sbo@hauptversammlung.at. Notwithstanding the foregoing, shareholders are asked to submit all questions in advance in text form by e-mail to the address fragen.sbo@hauptversammlung.at in such manner that they reach the Company no later than on the third business day before the Annual General Meeting, which will be 25 April 2022. This serves to maintain the time efficiency in the interest of all participants in the Annual General Meeting, in particular for issues that require a longer preparation time. It will enable the Executive Board to prepare as accurately as possible and to respond quickly to your questions. Please use the Question Form, which is available on the Company's website at www.sbo.at/hauptversammlung. If this Question Form is not used, the personal details of the shareholder (name/company name, date of birth/company register number) must be stated in the corresponding e-mail. In order to enable the Company to establish the identity and correspondence with the deposit confirmation, we ask that you also include your deposit number in the e-mail. Please note that reasonable time restrictions may be set for this during the Annual General Meeting by the Chairman.
Further information and modalities for exercising the shareholders' right to information pursuant to Section 118 Austrian Stock Corporation Act (AktG) will be specified in the Participation Information. However the respective shareholder can only submit proposals to the authorized special proxy and be submitted by the latter in the Annual General Meeting. The time up to which instructions for submitting proposals to the special proxy are possible shall be determined by the Chairman in the course of the virtual Annual General Meeting. The requirement for this is proof of the right to attend in accordance with Section IV. of this Invitation and the granting of a corresponding power of proxy to the special proxy in accordance with Section V. of this Invitation. A shareholder proposal for the election of a member to the Supervisory Board is subject to the timely submission of a resolution proposal pursuant to Section 110 Austrian Stock Corporation Act (AktG): Persons for election to the Supervisory Board (item 6 of the Agenda) may only be proposed by shareholders whose shares together reach 1% of the share capital. Such nominations must be received by the Company no later than 19 April 2022 in the manner specified above (Section VI. (2.)). Each nomination must be accompanied by a declaration pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG) stating the nominee's expert knowledge, his or her professional or comparable functions as well as any circumstances which could give rise to the concern of bias. Otherwise, the shareholder's proposal for the election of a person to the Supervisory Board must not be taken into account when voting. For information pursuant to Section 110 (2) Sentence 2 in conjunction with Section 86 (7) and (9) Austrian Stock Corporation Act (AktG), reference is made to the explanations in Section VI. (3.).
Further information and modalities for exercising the shareholders' right to submit proposals pursuant to Section 119 Stock Corporations Act (AktG) will be specified in the Participation Information. SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft is the data controller with respect to such processing. SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft uses external service providers such as notaries, lawyers, banks, counting service providers and IT service providers for the purposes of organizing the Annual General Meeting and dividend clearing. They receive from SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft only such personal data as are necessary for the execution of the commissioned service and process the data only in accordance with the instructions of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft. Where legally necessary, SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft has concluded a data processing agreement with these service providers. If a shareholder participates in the Annual General Meeting, all shareholders or proxies present, 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 mandatory list of participants (Section 117 AktG) and thus also inspect the personal data specified therein (including name, place of residence, shareholding relationship). Furthermore, SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft is required by law to submit personal shareholder data (in particular the list of participants) as part of the notarial protocol to the Commercial Register (Firmenbuch) (Section 120 AktG). Shareholders' data will be anonymized or deleted as soon as they are no longer necessary for the purposes for which they were collected or processed, unless other legal obligations require further storage. Evidence and storage obligations derive in particular from commercial, stock and takeover legislation, from fiscal and tax legislation and from anti money laundering regulations. If legal claims are made by shareholders against SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft or vice versa by SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. This may lead to the storage of data in the context of civil court proceedings for the duration of the limitation period plus the duration of the court proceedings up to their legally binding termination.
Each shareholder has a right of access, rectification, restriction, objection, and erasure at any time with regard to the processing of personal data, as well as a right to data portability in accordance with Chapter III of the GDPR. Shareholders may exercise these rights against SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft free of charge by using the e-mail address compliance@sbo.co.at or the following contact details: Furthermore, shareholders have the right to lodge a complaint with the data protection supervisory authority pursuant to Article 77 GDPR. For further information on data protection, please refer to the privacy policy on the website of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft www.sbo.at/privacypolicy. VII. FURTHER INFORMATION AND NOTES 1. Total number of shares and voting rights At the date of the convocation to the virtual Annual General Meeting the share capital of the company is EUR 16,000,000.00, which is divided into 16,000,000 bearer shares with a nominal of EUR 1.00 each. At the date of convocation of the virtual Annual General Meeting, the total number of voting rights amounts to 15,729,365. At the date of the convocation, the Company holds 270,635 treasury shares. These treasury shares do not entitle the Company to any rights, including voting rights. Any change in the number of treasury shares up to the Annual General Meeting and thus in the total number of voting rights will be communicated at the Annual General Meeting. There are not several classes of shares. 2. No physical presence We would like to expressly point out once again that, when the upcoming Annual General Meeting will be held as a virtual Annual General Meeting in accordance with COVID-19-GesV, neither shareholders nor guests will be admitted in person at the location of the Annual General Meeting.
Ternitz, March 2022 The Executive Board
29.03.2022 |
| Language: | English |
| Company: | Schoeller-Bleckmann Oilfield Equipment AG |
| Hauptstrasse 2 | |
| 2630 Ternitz | |
| Austria | |
| Phone: | +43 (0)2630/315110 |
| Fax: | +43 (0)2630/315101 |
| E-mail: | sboe@sbo.co.at |
| Internet: | http://www.sbo.at |
| ISIN: | AT0000946652 |
| Listed: | Vienna Stock Exchange (Official Market) |
| End of News | EQS News Service |
1313207 29.03.2022
