(i) Send the custody account confirmation in text form (which satisfies Sec. 19 para. 3 of the Articles of Incorporation): by e-mail to: anmeldung.voestalpine@hauptversammlung.at [anmeldung.voestalpine@hauptversammlung.at] (please send custody account confirmations in PDF format) by fax to: +43 (0)1 8900 500 57 (ii)Send the custody account confirmation in written form by mail or courier service to: voestalpine AG Recht, Beteiligungen und Compliance zH Herrn Dr. Christian Kaufmann voestalpine-Strasse 1 4020 Linz via SWIFT GIBAATWGGMS (message type MT598 or MT599, and ISIN AT0000937503 must be cited in the text) Unless a custody account confirmation is received by the Company in time, a special proxy holder cannot be effectively appointed, and the shareholder cannot effectively exercise his or her right to information. The shareholders are requested to contact their custodian banks and order the issuance and transmission of a custody account confirmation. The record date has no effect on the salability of the shares and is of no significance with respect to dividend entitlement. Custody account confirmation under Sec. 10a AktG The custody account confirmation must be issued by a custodian bank with its registered office in a Member State of the European Economic Area or in a Full Member State of the OECD and must contain the following information (Sec. 10a AktG): * 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 and date of birth of natural persons; for legal entities, the register and register number, if any, * information about the shares: number of shares held by the shareholder, ISIN AT0000937503 (security identification number in international use) * custody account number, securities account number or other identifier, * date or time period to which the custody account confirmation relates. The custody account confirmation, utilized as proof of share ownership for the purpose of participation in the Annual General Meeting, must relate to the close of the record date, June 27, 2021 (12:00 a.m. [midnight], Vienna time). A custody account confirmation will be accepted in the German language or the English language. V. AUTHORIZATION OF AN INDEPENDENT SPECIAL PROXY HOLDER AND THE PROCEDURE FOR THIS Any shareholder who is entitled to participate in the virtual Annual General Meeting under the COVID-19-GesG and the COVID-19-GesV and has proven this to the Company in accordance with the specifications of Section IV of this Invitation, has the right appoint a special proxy holder. Under Sec. 3 para. 4 COVID-19-GesV, a shareholder can only propose a resolution, cast a vote or raise an objection at the virtual Annual General Meeting of voestalpine AG on July 7, 2021, through a special proxy holder. The following persons, who are suitable and independent of the Company, are named as special proxy holders: (i) Dipl.-Volkswirt, Dipl.- Jur. Florian Beckermann, LL.M. c/o IVA, Interessenverband für Anleger Feldmühlgasse 22, 1130 Vienna E-mail address: beckermann.voestalpine@hauptversammlung.at (ii) Mag. Fritz Ecker, LL.M. oec, Attorney at Law c/o Oberhammer Rechtsanwälte GmbH Dragonerstraße 67A, WDZ, 4600 Wels E-mail address: ecker.voestalpine@hauptversammlung.at (iii) Dr. Christian Temmel, MBA, Attorney at Law c/o DLA Piper Weiss-Tessbach Rechtsanwälte GmbH Schottenring 14, 1010 Vienna E-mail address: temmel.voestalpine@hauptversammlung.at (iv) MMag.Dr. Arno Weigand, Notary Untere Donaustraße 13-15/7. OG, 1020 Vienna E-mail address: weigand.voestalpine@hauptversammlung.at Any shareholder can select one of the four aforementioned persons as his/her special proxy holder and grant him a proxy. A special proxy form is available on the Company's Internet website, www.voestalpine.com, » Investors » Annual General Meeting, for the purpose of granting a proxy to the special proxy holder. We request that you use this proxy form. The specifications set forth in the Information on Participation document regarding the granting of proxies, the delivery options and the deadlines must be followed. The proxy expressly may not be delivered in person at the meeting site. VI. INFORMATION ON SHAREHOLDERS' RIGHTS UNDER SECS. 109, 110, 118, AND 119 AKTG 1. Additions to the agenda by shareholders in accordance with Sec. 109 AktG Shareholders who collectively hold 5% of the share capital and owned the shares for at least three months before making the request can make a written demand for additional items to be placed on the agenda for this Annual General Meeting and announced, if the written request is sent exclusively to the following address: 4020 Linz, voestalpine-Strasse 1, zH Herrn Dr. Christian Kaufmann, Abteilung Recht, Beteiligungen und Compliance, by regular mail or courier service, or if an e-mail is sent to the e-mail address christian.kaufmann@voestalpine.com or a SWIFT message is sent to the address GIBAATWGGMS and is received by the Company no later than June 16, 2021 (12:00 a.m[midnight], Vienna time). "Written" means with a hand-written signature or an authorized corporate signature from each requester or, for e-mails, with a qualified electronic signature, or if sent by SWIFT, with message type MT598 or MT599. ISIN AT0000937503 must be included in the text. A proposed resolution and an explanatory statement must be attached to every requested agenda item. The agenda item and the proposed resolution, but not the explanatory statement, must be drafted in the German language. If there is an inconsistency between the German text and the text in another language, the German text takes precedence. Shareholder status must be proven by submitting a custody account confirmation in accordance with Sec. 10a AktG, which confirms that the requesting shareholders owned the shares for at least three months before making the request. The confirmation may not be more than seven days old at the time of its submission to the Company. Multiple custody account confirmations for shares that only make up a 5% equity holding when aggregated must relate to the same point in time (date, time of day). Please see the information on entitlement to participate in the meeting (Section IV of this Invitation) for the additional requirements for custody account confirmations. 2. Proposal of resolutions for the agenda by shareholders in accordance Sec. 110 AktG Shareholders who collectively hold 1% of the share capital can send proposed resolutions (with explanatory statements) for any item on the agenda in text form and request that these proposals be made available on the Company website registered in the Commercial Register, together with the names of the respective shareholders, the attached explanatory statement and any comments by the Management Board or the Supervisory Board, if the request in text form is sent to the Company either by fax to +43(0)50304 55 2532 or by regular mail or courier to voestalpine AG, zH Herrn Dr. Christian Kaufmann, Abteilung Recht, Beteiligungen und Compliance, voestalpine-Strasse 1, 4020 Linz, or by e-mail to christian.kaufmann@voestalpine.com, and is received by the Company no later than June 28, 2021 (12:00 a.m. [midnight], Vienna time). The request in text form may be attached to the e-mail as a PDF, for example. To the extent that text form within the meaning of Sec. 13 para. 2 AktG is prescribed for declarations, the declaration must be made in a document or in any other manner suitable for permanent reproduction in characters, the declarant must be identified, and the conclusion of the declaration must be made evident by reproducing the declarant's signature or otherwise. The proposed resolution, but not the explanatory statement, must be drafted in the German language. If there is an inconsistency between the German text and the text in another language, the German text takes precedence. Shareholder status shall be proven by submitting a custody account confirmation in accordance with Sec. 10a AktG, which is no more than seven days old at the time of submission to the Company. Multiple custody account confirmations for shares that only make up a 1% equity holding when aggregated must relate to the same point in time (date, time of day). Please see the information on entitlement to participate in the meeting (Section IV of this Invitation) for the additional requirements for custody account confirmations. 3. The shareholder's right to information under Sec. 118 AktG Upon request at the Annual General Meeting, any shareholder shall be provided with information regarding Company affairs, to the extent that this information is necessary to properly evaluate an agenda item. The duty to provide information also extends to the Company's legal relationships with affiliated companies and to the position of the Group and the companies included in the Consolidated Financial Statements. The information may be withheld to the extent that, in the Company's reasonable business judgment, the information is likely to have a material adverse effect on the Company or an affiliated company or its disclosure would be subject to criminal sanctions. The prerequisite for exercising the shareholder's right to information is proof of entitlement to participate (Item IV of the Invitation) and the granting of an appropriate proxy to the special proxy holder (Item V of the Invitation). It is expressly noted that, during the virtual Annual General Meeting, the right to information and the right to speak can only be exercised by the shareholder himself/herself exclusively by e-mailing questions or statements directly to the Company at the following e-mail address: fragen.voestalpine@hauptversammlung.at. Shareholders are requested to e-mail all questions in text form in advance to
(MORE TO FOLLOW) Dow Jones Newswires
June 09, 2021 06:18 ET (10:18 GMT)