SEMPERIT AG HOLDING
EQS-News: Semperit AG Holding
/ Announcement of the Convening of the General Meeting
Invitation to 133rd Annual General Meeting of
The Annual General Meeting of Semperit Aktiengesellschaft Holding on 27 April 2022 will be held as a 'virtual General Meeting' on the basis of Section 1 para 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. Pursuant to the decision of the Executive Board, this means that shareholders and their representatives (with the exception of the four independent proxies pursuant to Section 3 para 4 COVID-19-GesV) cannot be physically present at the Annual General Meeting of Semperit Aktiengesellschaft Holding on 27 April 2022. The virtual General Meeting is held at Novotel Wien Hauptbahnhof, 1100 Vienna, Canettistraße 6, exclusively in the physical presence of the Chairman of the Supervisory Board, members of the Executive Board, the certifying official notary public and the four independent proxies proposed by the Company. The holding of the Annual General Meeting as a virtual General Meeting in accordance with COVID-19-GesV leads to modifications in the course of the General Meeting and in the exercise of shareholders' rights as compared to a physical meeting. The exercise of voting rights, the right to submit motions for resolutions and the right to object are exclusively carried out by one of the independent proxies proposed by the Company in accordance with Section 3 para 4 COVID-19-GesV.
The right to information may be exercised at the virtual General Meeting by the shareholders themselves by means of electronic communication, and exclusively by sending questions in text form exclusively by E-mail directly to the E-mail address Fragen.HV2022@semperitgroup.com of the Company, provided that the shareholders have submitted a deposit certificate within the meaning of Section 10a of the Austrian Stock Corporations Act (AktG) within the prescribed period in accordance with item IV. and have authorized an independent proxy in accordance with item V. This is permissible under data protection law with regard to the legal basis provided under Section 3 para 1, 2 and 4 COVID-19-GesV. All shareholders of the Company will be able to follow the Annual General Meeting on 27 April 2022 from about 10:00 a.m. (CEST) using appropriate technical equipment (e.g. computer, notebook, tablet or smartphone as well as an internet connection with sufficient bandwidth for streaming videos) over the Internet at www.semperitgroup.com as a virtual Annual General Meeting. No registration or login is required to follow the Annual General Meeting. 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 as a virtual General Meeting does not enable remote participation (Section 102 para 3 no. 2 of the Austrian Stock Corporations Act - AktG) and remote voting (Section 102 para 3 no. 3 and Section 126 of the Austrian Stock Corporations 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. This means that shareholders are not able to make a request to speak via this link. It is also to be noted that the Company is only insofar responsible for the use of technical means of communication as lies in its sphere of influence (Section 2 para 6 COVID-19-GesV).
Furthermore, reference is made to the information on the organizational and technical requirements for participation pursuant to Section 3 para 3 in conjunction with Section 2 para 4 COVID-19-GesV ('Participation Information'). 2. Adopting a resolution on the use of the net profit shown in the 2021 annual financial statements 3. Adopting a resolution on the discharge of the Members of the Executive Board for the business year 2021 4. Adopting a resolution on the discharge of the Members of the Supervisory Board for the business year 2021 5. Election of the auditor of the annual financial statements and consolidated financial statements for the business year 2022 6. Elections to the Supervisory Board 7. Adopting a resolution on the remuneration report 8. Adopting a resolution on the remuneration policy 9. Adopting a resolution on the compensation of Members of the Supervisory Board for the business year 2022 in advance 10a. Adopting a resolution on the further authorization (valid up to not more than 30 months of the resolution date) of the Executive Board to purchase, with the consent by the Supervisory Board, own shares of up to 10 % of the share capital pursuant to section 65 para 1 rec. 8 of the Austrian Stock Corporations Act (AktG), if necessary for the redemption of own shares, and on the determination of the repurchase terms and conditions by revocation of the corresponding authorization to purchase own shares granted by the Annual General Meeting resolution of 22 July 2020 on item 8a of the agenda.
10b. Adopting a resolution on the further authorization of the Executive Board pursuant to section 65 para 1b of the Austrian Stock Corporations Act (AktG), with the consent by the Supervisory Board, to sell the shares in a manner other than via the stock exchange or by means of a public offer and to decide on any exclusion of shareholders' right to repurchase (subscription rights) by revocation of the corresponding authorization to sell own shares granted by the Annual General Meeting resolution of 22 July 2020 on item 8b of the agenda. - Information on the organizational and technical requirements for participation according to Section 3 para 3 in connection with Section 2 para 4 COVID-19-GesV ('Participation Information'), - Annual financial statements including the management report, - Corporate governance report, - Consolidated financial statements including the group management report, - Separate non-financial report (sustainability report), - Proposal for the use of net profit, - Report of the Supervisory Board, each relating to the business year 2021; - Proposed resolutions on items 2. - 10. of the agenda, - Statements by candidates for the elections to the Supervisory Board together with Curriculum vitae pursuant to Section 87 para 2 of the Austrian Stock Corporations Act on item 6. of the agenda, - Remuneration report, - Remuneration policy pursuant to Section 78a in conjunction with Section 98a of the Austrian Stock Corporation Act on item 8. of the agenda, - Report by the Executive Board on the exclusion of subscription rights in connection with the sale of repurchased shares pursuant to Section 65 para 1b in conjunction with Section 171 para 1 in conjunction with Section 153 para 4 of the Austrian Stock Corporations Act for item 10. of the agenda, - Form for granting a proxy for the independent proxy according to Section 3 para 4 COVID-19-GesV, - Form for questions, - Form for the revocation of a proxy,
- Full text of this invitation.
IV. Record date and requirements for participation in the General Meeting pursuant to Section 111 of the Austrian Stock Corporations Act (Sec 106 no 6 and 7 of the Austrian Stock Corporations Act)
Participation and exercise of their shareholders' rights in the virtual General Meeting according to COVID-19-GesG and COVID-19-GesV is limited to persons who are shareholders on the Record Date and provide proof thereof to the Company. (i) per E-mail: HV2022@semperitgroup.com (deposit certificate in pdf-format please) (ii) per SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT0000785555 in the text).
Shareholders are requested to contact their depositary bank and to arrange for a deposit certificate to be issued and transmitted. The Record Date has no effect on the disposal of the shares and has no significance for dividend rights.
Deposit Certificate pursuant to Section 10a Austrian Stock Corporations Act: - Information about the issuer: name/company name and address or a code commonly used in transactions between credit institutions (SWIFT-Code), - Information about the shareholder: name/company name, address, date of birth in case of individuals, register and register number in case of legal entities, if applicable, - Information about the shares: number of shares held by the shareholder, ISIN AT0000785555 (internationally used security identification number), - Depot number, securities account number or other identification, - Date or period referred to in the deposit certificate. For the purpose of providing proof of shareholder status in order to attend the General Meeting, the deposit certificate must refer to the end of the Record Date on 17 April 2022 (12:00 a.m., CEST).
Deposit certificates will be accepted in German and English. In the virtual General Meeting of Semperit Aktiengesellschaft Holding on 27 April 2022, only one of the independent proxies, whose costs shall be borne by the Company, is permitted to submit a motion for resolution, to vote and to raise an objection in accordance with Section 3 para 4 of COVID-19-GesV.
The following persons, who are suitable and independent of the company, are proposed as independent proxy:
1130 Vienna, Feldmühlgasse 22
1120 Vienna, Hetzendorfer Straße 71
1010 Vienna, Rotenturmstraße 12/6
c/o Urbanek, Lind, Schmied, Reisch Rechtsanwälte OG
The granting of a power of attorney to another person is not permitted pursuant to Section 3 para 4 COVID-19-GesV. A separate proxy form for granting power of attorney to the independent proxy is available no later than on 6 April 2022 on the Company's website at www.semperitgroup.com, which is mandatory to use. The specifications provided for in the Participation Information must be observed for the granting of power of attorney, its delivery options and deadlines.
A personal delivery of the power of attorney at the place of the meeting is expressly excluded.
Shareholders whose aggregate shareholding equals five percent or more of the nominal capital and who have owned these shares for at least three months before making their request, may request in text form that additional items be put on the agenda of the General Meeting and published. Any such request by shareholders must be received in text form due to Section 13 para 2 of the Austrian Stock Corporations Act by mail or courier no later than on 6 April 2022 (12:00 a.m., CEST) by the Company exclusively at the address Semperit Aktiengesellschaft Holding, Attn.: Ms. Judit Helenyi, Am Belvedere 10, 1100 Vienna, or by SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT0000785555 in the text), or by e-mail HV2022@semperitgroup.com. If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporations Act is prescribed for statements, statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. Each motion for an item to be put on the agenda must be accompanied by a proposal for a resolution with a statement of reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be written in German. Proof of shareholder capacity shall be furnished by submitting a deposit certificate in accordance with Section 10a of the Austrian Stock Corporations Act confirming that the applicant shareholder has been the continuous holder of the shares for at least three months prior to the application and that the deposit certificate must not be older than seven days at the time it is submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 5%, must refer to the same time (day, time).
In case of an additional item requested to be put on the agenda, the supplemented agenda will be announced publicly in electronic form on the company website www.semperitgroup.com and under the menu item 'General Meeting' and no later than 8 April 2022 as well as in the same way as the original agenda (in the official gazette to the 'Wiener Zeitung') no later than 13 April 2022. In case of a proposal for the election of a Supervisory Board member the statement of the proposed person pursuant to Section 87 para 2 and 2a of the Austrian Stock Corporations Act replaces the statement of reasons and Section 86 para 7 and 9 Austrian Stock Corporations Act must be taken into consideration. In case a proposal for a resolution is then received, it will be published on the Company's website at www.semperitgroup.com and under the menu item 'General Meeting' no later than two working days after receipt, at the latest on 20 April 2022. A proposed resolution that has been published on the Company's website shall only be voted on if it is repeated as a motion at the Annual General Meeting. For the purpose of providing proof of shareholder status it is sufficient if holders of deposited bearer shares submit a deposit certificate pursuant to Section 10a of the Austrian Stock Corporations Act. The deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 1%, must refer to the same time (day, time).
With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV of this invitation). The requirement for exercising the shareholders' right to information is the proof of right to attend (item IV. of the invitation) and the granting of a corresponding power of attorney to the independent proxy (item V. of the invitation). It is expressly pointed out that the right to information pursuant to Section 118 of the Austrian Stock Corporations Act 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 the speech contribution by E-mail directly to the Company at the E-mail address Fragen.HV2022@semperitgroup.com.
Notwithstanding the foregoing, shareholders are requested to submit all questions in advance in text form by E-mail to the address Fragen.HV2022@semperitgroup.com in such manner that they reach the Company no later than on the third business day before the Annual General Meeting, on Friday, 22 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. Please use the question form, which is available on the Company's website at www.semperitgroup.com. If this question form is not used, the person (name/company, date of birth/company register number of the shareholder) must be named in the corresponding E-mail. In order to enable the Company to establish the identity and correspondence with the deposit certificate, we request that in this case you please also state your deposit number in the E-mail. Please note that reasonable time limits will be set by the Chairman during the Annual General Meeting.
Further information and modalities for exercising the shareholders' right to information pursuant to Section 118 of the Austrian Stock Corporations Act will be specified in the Participation Information. However, motions may only be submitted to the independent proxy authorized by the respective shareholder and may only be submitted by such proxy at the Annual General Meeting. The point in time up to which instructions for submitting motions to the independent proxy are possible shall be determined by the Chairman in the course of the virtual General Meeting. The requirement for this is the proof of entitlement to participate in accordance with item IV. of this invitation and the granting of a corresponding power of attorney to the independent proxy in accordance with item V. of this invitation. A shareholder proposal for the election of a Supervisory Board member requires the timely submission of a resolution proposal in accordance with Section 110 Austrian Stock Corporations Act: Persons for election to the Supervisory Board (item 6 of the agenda) may only be proposed by shareholders whose shares together amount to 1% of the share capital. Such nominations must be received by the Company no later than 15 April 2022 in the manner specified above (item VI para. 2). Each nomination must be accompanied by a declaration pursuant to Section 87 para 2 of the Austrian Stock Corporations Act of the nominee's professional qualifications, professional or comparable functions, and any circumstances that could give rise to concern about bias. Proposals for the election of Supervisory Board members must be made available by the Company together with the aforementioned declarations on the Company's website entered in the commercial register by 20 April 2022 at the latest, otherwise the shareholder proposal for the election of a Supervisory Board member may not be considered in the vote.
Further information and modalities for the exercise of the shareholders' right to submit motions in accordance with Section 119 Austrian Stock Corporations Act are set out in the Participation Information. In this connection the shareholders' personal data is processed for the following purposes: - Organization and holding of General Meetings, including verification of the right to attend/power of proxy and determination of the voting ratio - Participation and the exercise of shareholder rights in the General meeting - Preparation of registration, power of proxy and attendance lists - Preparation of the minutes of the General Meeting - Fulfillment of compliance obligations, including recording, disclosure and reporting obligations.
The processing of the shareholders' personal data is mandatory for the participation of shareholders and their representatives in the General Meeting in accordance with the Austrian Stock Corporations Act. The legal basis for the processing therefore is Art 6 sub-section 1 lit c GDPR (compliance with a legal obligation). For the processing Semperit AG Holding is controller as defined in Art 4 pt. 7 GDPR. If a shareholder participates in the General Meeting, all present independent proxies pursuant to Section 3 para 4 COVID-19 GesV, the members of the Executive Board and Supervisory Board, the notary and any other person with a legal right to attend may view the list of participants stipulated by statute (Section 117 Austrian Stock Corporations Act) and thereby also have access to the personal data contained therein (inter alia name, place of residence, shareholding relationship). Semperit AG Holding also has the statutory obligation to submit the shareholders' personal data (in particular the list of participants) to the commercial register at the competent commercial register court (Section 120 Austrian Stock Corporations Act) as part of the notarial protocol.
In addition, the shareholders' personal data may also be transferred to the competent authorities or bodies if necessary.
In addition, shareholders have the right to lodge a complaint with the data protection supervisory authority pursuant to Art 77 GDPR. At the date of the convocation of the virtual General Meeting, the Semperit AG Holding does not own any treasury stock.
Thus, the total number of shares entitled to participate and vote amounts to 20,573,434 at the date of the convocation. This document is published in German and in a non-binding English convenience translation. Vienna, March 2022 The Executive Board
25.03.2022 |
| Language: | English |
| Company: | Semperit AG Holding |
| Am Belvedere 10 | |
| 1100 Wien | |
| Austria | |
| Phone: | +43 1 79 777-310 |
| Fax: | +43 1 79 777-602 |
| E-mail: | judit.helenyi@semperitgroup.com |
| Internet: | www.semperitgroup.com |
| ISIN: | AT0000785555 |
| Listed: | Vienna Stock Exchange (Official Market) |
| End of News | EQS News Service |
1312591 25.03.2022
