=------------------------------------------------------------------------------- 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. =------------------------------------------------------------------------------- 09.06.2021 The German version of this invitation shall be binding. This English translation is for information purposes only. voestalpine AG Linz, FN 66209 t ISIN AT0000937503 (the "Company") Invitation to the 29th Annual General Meeting of voestalpine AG on Wednesday, July 7, 2021, at 10:00 a.m., Vienna time The venue for the Annual General Meeting within the meaning of Sec. 106 no. 1 of the Austrian Stock Corporation Act, AktG, shall be at the premises of voestalpine Stahlwelt GmbH, 4020 Linz, voestalpine-Strasse 4 I. TO BE HELD AS A VIRTUAL ANNUAL GENERAL MEETING 1. Company Law COVID 19 Act (Gesellschaftsrechtliches COVID-19-Gesetz - COVID- 19-GesG) and Company Law COVID 19 Regulation (Gesellschaftsrechtliche COVID-19- Verordnung - COVID-19-GesV) The Management Board decided to utilize the legal provisions authorizing a virtual Annual General Meeting to protect the shareholders and other participants. The Annual General Meeting of voestalpine AG on July 7, 2021, will be held as a "virtual Annual General Meeting" in consideration of the interests of both the Company and the participants, based on Sec. 1 paras. 1 and 2 COVID-19-GesG, Federal Law Gazette I No. 16/2020, as amended by Federal Law Gazette I No. 156/ 2020, and the COVID-19-GesV (Federal Law Gazette II No. 140/2020 as amended by Federal Law Gazette I No. 616/2020). This means that, under the Management Board's decision, shareholders and their representatives (with the exception the special proxy holders under Sec. 3 para. 4 COVID-19-GesV) cannot be physically present at the Annual General Meeting of voestalpine AG on July 7, 2021. The virtual Annual General Meeting will be held at the premises of voestalpine Stahlwelt GmbH, 4020 Linz, voestalpine-Strasse 4, in the physical presence of only the Chairman of the Supervisory Board, the Chairman and other members of the Management Board, the certifying notary, and the four special proxy holders designated by the Company. The conduct of the Annual General Meeting as a virtual Annual General Meeting in accordance with the COVID-19-GesV will require modification of the procedure for holding the Annual General Meeting and exercising shareholder rights. The only way to exercise voting rights, make motions and raise objections is through one of the special proxy holders designated by the Company in accordance with Sec. 3 para. 4 COVID-19-GesV. The names of these four special proxy holders are listed in Item V of this Invitation. The shareholders themselves can exercise their rights to obtain information at the virtual Annual General Meeting by utilizing electronic communication, i.e. in text form and exclusively by e-mail directed to the Company's e-mail address at fragen.voestalpine@hauptversammlung.at, if the shareholder has sent in a timely custody account confirmation within the meaning of Sec. 10a AktG in accordance with Item IV and authorized a special proxy holder in accordance with V. 2. Transmission of the Annual General Meeting on the Internet In accordance with Sec. 3 paras. 1, 2 and 4 COVID-19-GesV in conjunction with Sec. 102 para. 4 of the Austrian Stock Corporation Act (AktG), the entire Annual General Meeting will be transmitted on the Internet in real time in audiovisual format. This is permissible under data protection law on the legal basis of Sec. 3 paras. 1, 2 and 4 COVID-19-GesV. All Company shareholders can participate in the Annual General Meeting as a virtual Annual General Meeting on the Internet from about 10:00 a.m., Vienna time, on July 7, 2021, at www.voestalpine.com, by using the appropriate technical aids (e.g., computer, laptop, tablet or smartphone and an Internet connection with adequate bandwidth for streaming videos). It is not necessary to register or login to watch the Annual General Meeting. Transmission of the Company's virtual Annual General Meeting on the Internet will give all shareholders the opportunity to follow the course of the Annual General Meeting in real time via this one-way audiovisual connection and to watch the Management Board make its presentation and answer shareholders' questions as well as watching the voting procedure. It should be noted that this live transmission as a virtual Annual General Meeting does not permit remote participation (Sec. 102 para. 3 no. 2 AktG) or remote voting (Sec. 102 para. 3 no. 3 AktG and Sec. 126 AktG) and that the Internet transmission is not a two-way connection. Therefore, individual shareholders can only watch the course of the Annual General Meeting. It should also be noted that the Company is only responsible for the use of technical means of communication to the extent that they are attributable to the Company's sphere (Sec. 2 para. 6 COVID-19-GesV). In other respects, please see the information regarding the organizational and technical prerequisites for participation under Sec. 3 para. 3 in conjunction with Sec. 2 para. 4 COVID-19-GesV ("Information on Participation"). II. AGENDA 1. Presentation of the approved Annual Financial Statements and Management Report, the proposal with respect to the distribution of profits, the Consolidated Financial Statements and Group Management Report, the Consolidated Corporate Governance Report, the Report of the Supervisory Board to the Annual General Meeting for the business year 2020/2021 and the Consolidated Non- Financial Report for 2020 2. Resolution on the allocation of the balance sheet profit for the business year 2020/2021 3. Resolution to ratify the actions of the members of the Management Board for the business year 2020/2021 4. Resolution to ratify the actions of the members of the Supervisory Board for the business year 2020/2021 5. Resolution on the election of the auditor for the Annual Financial Statements and the Group's Consolidated Financial Statements for the business year 2021/ 2022 6. Resolution on the compensation report for the members of the Management Board and the Supervisory Board 7. Resolution on the compensation policy for the members of the Supervisory Board 8. Resolution to amend Sec. 15 of the Articles of Associations (Supervisory Board - Compensation) 9. Resolution to authorize the Management Board of voestalpine AG a) to buy back own shares equivalent to up to 10% of the company's share capital in accordance with Section 65 (1) nos. 4 and 8 AktG as well as Section 65 (1a) and (1b) AktG via stock exchanges as well as over-the-counter trading, subject as well to exclusion of the proportional right of disposal that may be associated with any such purchase (reverse exclusion of shareholders' subscription right), b) to resolve a method of disposal other than via a stock exchange or a public offer in accordance with Section 65 (1b) AktG for selling and/or utilizing own shares subject to analogous application of the rules and regulations governing the exclusion of shareholders' subscription right, and c) to decrease the company's share capital by a redemption of these own shares without having to request another resolution of the Annual General Meeting. d) Revocation of the authorization granted by the Annual General Meeting on July 3, 2019. III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE INTERNET WEBSITE In accordance with Sec. 108 paras. 3 and 4 AktG, the following documents, among others, will be available on the Company's Internet website at www.voestalpine.com, under » Investors » Annual General Meeting, no later than June 16, 2021: * Annual Financial Statements and Management Report, * Consolidated Corporate Governance Report, * Consolidated Financial Statements and Group Management Report, * Proposed allocation of profits, *Report of the Supervisory Board, each for the business year 2020/2021; * Consolidated Non-Financial Report for 2020, * Proposed resolutions for agenda items 2 to 9, * Compensation report for the members of the Management Board and the Supervisory Board, * Compensation policy for the members of the Supervisory Board, * Report of the Management Board in accordance with Sec. 65 para. 1b AktG in conjunction with Sec. 170 para. 2 AktG and Sec. 153 para. 4 sentence 2 AktG regarding agenda item 9, * Proxy form for the special proxy holders in accordance with Sec. 3 para. 4 COVID-19-GesV, * Form for revoking a proxy, * Question form, * Full text of this Invitation, * General Data Protection Declaration for Participants in the Annual General Meeting of voestalpine AG on 7 July 2021 and * Information on the organizational and technical prerequisites for participation in accordance with Sec. 3 para. 3 in conjunction with Sec. 2 para. 4 COVID-19-GesV ("Information on Participation") IV. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING Entitlement to participate in the virtual Annual General Meeting and exercise voting rights and the other shareholders' rights at this virtual Annual General Meeting in accordance with the COVID-19-GesG and the COVID-19-GesV is based on share ownership at the close of June 27, 2021 (the record date). Only persons who are shareholders on the record date and prove this to the Company are entitled to participate and exercise their shareholders' rights at this virtual Annual General Meeting under the COVID-19-GesG and the COVID-19- GesV. A custody account confirmation in accordance with Sec. 10a AktG must be submitted to prove share ownership on the record date, must be received by the Company no later than July 2, 2021 (12:00 a.m. [midnight], Vienna time) and must be sent exclusively by one of the following communication channels to one of the following addresses:
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