EQS-AGM: Lenzing AG: Invitation to the Annual General Meeting
EQS-AGM: Lenzing AG: Invitation to the Annual General Meeting
EQS-News: Lenzing AG / Announcement of the Convening of the General
Meeting
Lenzing AG: Invitation to the Annual General Meeting
20.03.2024 / 09:34 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Lenzing Aktiengesellschaft
with its registered office in Lenzing
Commercial Register No. (“FN”) 96499 k
ISIN: AT 0000644505
(“Company”)
Invitation to the
80th Annual General Meeting of
Lenzing Aktiengesellschaft
to be held on Thursday, 18 April 2024 at 10:00 a.m. (CEST)
at the Kulturzentrum Lenzing, Johann-Böhm-Straße 1, 4860 Lenzing.
I. Agenda
1. Presentation of the adopted annual financial statements including the
management report (including the separate non-financial report) and
the corporate governance report, of the consolidated financial
statements including the group management report, each as of
31 December 2023 and of the report of the Supervisory Board on the
business year 2023
2. Adopting a resolution on the discharge of the Members of the
Management Board for the business year 2023
3. Adopting a resolution on the discharge of the Members of the
Supervisory Board for the business year 2023
4. Adopting a resolution on the compensation of the Members of the
Supervisory Board for the business year 2024 in advance
5. Elections to the Supervisory Board
6. Adopting a resolution on the remuneration report
7. Election of the auditor for the annual and consolidated financial
statements and the auditor for the sustainability reporting for the
business year 2024
8. Adopting a resolution on the amendment of the Articles of Association
in Section 3 “Publication of the company and communication”
9. Adopting a resolution on the amendment of the Articles of Association
in Section 14 “General Meeting, convocation” by adding new
paragraphs 5 to 14 regarding the virtual/hybrid General Meeting and
amendment of the name of Section 14 to “General Meeting, convocation,
remote participation, remote voting, virtual/hybrid General Meeting”
10a. Adopting a resolution on the new authorization of the Management
Board to purchase with the consent by the Supervisory Board, own shares up
to 10% of the share capital for a maximum of 30 months from the date of
the resolution pursuant to Section 65 para 1 no 4 and 8 of the Austrian
Stock Corporation 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 26 April 2022 on
item 10a of the agenda.
10b. Adopting a resolution on the renewed authorization of the Management
Board pursuant to Section 65 para 1b of the Austrian Stock Corporation Act
(AktG), with the consent by the Supervisory Board, to decide on a method
of sale 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
26 April 2022 on item 10b of the agenda pursuant to Section 65 para 1b
Austrian Stock Corporation Act.
II. Documents for the General Meeting; Information made available on the
website
In particular, the following documents and records pursuant to
Section 108 para 3 and 4 of the Austrian Stock Corporation Act (AktG) will
be available for inspection no later than on 28 March 2024 on the Company
website [1] www.lenzing.com:
• Annual financial report 2023, including:
• Annual financial statements including the management report (including
the separate non-financial report),
• Consolidated financial statements including the group management
report,
• Corporate governance report 2023,
• Report of the Supervisory Board,
• Proposed resolutions on items 2 – 10b of the agenda,
• Remuneration report on item 6 of the agenda,
• Statements by the candidates for the election to the Supervisory Board
pursuant to Section 87 para 2 of the Austrian Stock Corporation Act,
• Curriculum vitae of the candidates up for election to the Supervisory
Board,
• Report of the Management Board on the exclusion of subscription rights
for 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 Austrian Stock Corporation Act on items 10a and 10b
of the agenda,
• Form for the grant of a proxy,
• Form for the revocation of a proxy,
• Invitation to the Annual General Meeting.
III. Information on shareholders’ rights pursuant to Sections 109, 110 and
118 of the Austrian Stock Corporation Act
1. Addendum to the agenda by shareholders in accordance with Section 109
of the Austrian Stock Corporation Act
Shareholders whose individual or aggregate shareholding equals 5% or more
of the nominal capital and who have been holders of these shares for at
least three months 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 Corporation Act by mail or courier no later than on
28 March 2024 (12:00 a.m, CEST) by the Company at the address
4860 Lenzing, Werkstraße 2, Attn.: Sébastien Knus, or by e-mail with
qualified electronic signature to the e-mail address
[2]Hauptversammlung2024@lenzing.com. If text form within the meaning of
Section 13 para 2 of the Austrian Stock Corporation 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 Corporation 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).
With regard to the other requirements for the deposit certificate, see the
information on the right to participate (Item IV of this Invitation).
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’s website at [3] www.lenzing.com under the menu items “Investors”
and “Shareholders’ meeting” no later than on 2 April 2024, as well as in
the same way as the original agenda (in particular in the electronic
announcement and information platform of the Federal Government (EVI)) no
later than on 4 April 2024.
2. Proposals for resolutions by shareholders on the agenda in accordance
with Section 110 of the Austrian Stock Corporation Act
Shareholders whose individual or aggregate shareholding equals 1% or more
of the nominal capital may submit proposed resolutions in text form with a
statement of reasons within the meaning of Section 13 para 2 of the
Austrian Stock Corporation Act concerning any item on the agenda, and
request that these be made available on the Company website registered
with the commercial register, together with the names of the respective
shareholders, a statement of reasons to be submitted together with the
proposal, and any comments of the Management Board or Supervisory Board.
Requests of this kind will only be considered when received by the Company
no later than on 9 April 2024 (12:00 a.m., CEST) by Telefax
+43 (7672) 918 3599 or by mail at the address 4860 Lenzing, Werkstraße 2,
Attn. Sébastien Knus or by e-mail to [4]Hauptversammlung2024@lenzing.com,
whereby the request must be attached to the e-mail in text form within the
meaning of Section 13 para 2 of the Austrian Stock Corporation Act, for
example as a PDF. If text form within the meaning of Section 13 para 2 of
the Austrian Stock Corporation Act is prescribed for statements, the
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. The proposed resolution, but
not its justification, must in any case also be written in German.
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 of the
Austrian Stock Corporation Act replaces the statement of reasons.
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 Corporation 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).
3. Statements in accordance with Section 110 para 2 sentence 2 in
connection with Section 86 para 7 and 9 of Austrian Stock Corporation
Act
These statements are omitted as Lenzing Aktiengesellschaft is not subject
to the scope of application of Section 86 para 7 of the Austrian Stock
Corporation Act and does not have to take into account the shareholding
requirement pursuant to Section 86 para 7 of the Austrian Stock
Corporation Act.
4. Shareholders’ information rights in accordance with Section 118 of the
Austrian Stock Corporation Act
Any shareholder shall be provided with information on the Company’s
affairs upon request at the General Meeting to the extent that such
information is required for proper assessment of an item on the agenda.
This obligation to provide information shall also extend to the legal and
business relationships of the Company with affiliated companies, the state
of affairs of the group, and the companies included in the consolidated
financial statements.
The Company may deny providing information to the extent that according to
sound business judgment it might cause material damage to the Company or
any affiliated company or if providing such information would constitute a
punishable offense.
The requirement for exercising the shareholders’ right to information is
the proof of right to attend (item IV. of the invitation).
For the purpose of providing proof of shareholder status in order to
exercise the above mentioned shareholders’ rights it is sufficient if
holders of deposited bearer shares submit a deposit certificate
(Depotbestätigung) within the meaning of Section 10a Austrian Stock
Corporation Act. A deposit certificate used to prove current shareholder
status must not be older than seven days when submitted to the Company.
5. Possibility to appoint a proxy holder pursuant to Sections 113 et seq
Austrian Stock Corporation Act (Section 106 no 8 of the Austrian Stock
Corporation Act)
Any shareholder entitled to attend the General Meeting shall be entitled
to appoint a natural or legal person as proxy holder. The proxy holder may
attend the General Meeting on behalf of the shareholder and will have the
same rights as the shareholder represented. The Company itself or a member
of the Management Board or Supervisory Board may exercise voting rights as
a proxy holder only insofar as the shareholder has explicitly provided
detailed voting instructions regarding the individual items of the agenda.
The proxy must be granted to a specific person. A proxy in text form shall
be sufficient in any case. If a shareholder has granted power of proxy to
the depositary bank (Section 10a of the Austrian Stock Corporation Act) it
shall be sufficient if in addition to submitting the deposit certificate
the bank makes a statement that it has been granted power of proxy. It is
also possible to grant power of proxy to multiple persons. Forms for
granting power of proxy which may also be used to grant limited power of
proxy are available on the Company website [5] www.lenzing.com under the
menu items “Investors” and “Shareholders’ meeting”.
The proxy must be received no later than on 17 April 2024, 1:00 p.m.
(CEST) exclusively to the following addresses:
i. E-mail address [6]anmeldestelle@computershare.de;
ii. by SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating
ISIN AT 0000644505 in the text),
whereby the proxy must be attached to the E-mail in text form, e.g. as
PDF-file, and will be kept by the Company.
On the day of the General Meeting the proxy may only be submitted upon
registration for the General Meeting at the venue of the meeting. The
aforementioned provisions on granting power of proxy apply analogously to
the revocation of power of proxy. Any revocation shall be valid only when
received at one of the aforementioned addresses respectively by the
Company.
As a special, free of charge service, shareholders who are not able or do
not wish to attend the General Meeting in person may have their voting
rights in the General Meeting exercised by Mr Michael Knap as
representative of the “Interessenverband für Anleger” (IVA, Austrian
Association of Investors), 1130 Vienna, Feldmühlgasse 22. As independent
proxy holder Mr Michael Knap will exercise the voting rights exclusively
in accordance with and bound by voting instructions given by the
respective shareholders regarding the individual items of the agenda.
Proxies without explicit voting instructions are invalid. Shareholders
intending to grant power of proxy are not obliged to appoint
Mr Michael Knap as their proxy holder. A special form for granting power
of proxy or revocation of proxy to Mr Michael Knap may be downloaded at
the Company website [7] www.lenzing.com under the menu items “Investors”
and “Shareholders’ meeting”. The proxy granted to Mr Michael Knap must be
received no later than on 17 April 2024, 1:00 p.m. (CEST) exclusively
through one of the following addresses:
i. E-mail address [8]anmeldestelle@computershare.de;
ii. per SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating
ISIN AT 0000644505 in the text),
whereby the proxy must be attached to the e-mail in text form, e.g. as
PDF-file, and will be kept by the Company.
Shareholders may also contact Mr Michael Knap directly by tel:
+43 1 876 33 43-30, by fax: +43 (0) 1 876 33 43 39 or by
e-mail:[9] michael.knap@iva.or.at.
IV. Record date and conditions of attendance of the General Meeting
Pursuant to Section 111 para 1 of the Austrian Stock Corporation Act, the
right to attend the General Meeting and to exercise the shareholders’
rights that are exercised during the General Meeting is determined by the
shares held at the end of the tenth day before the date of the General
Meeting (Record Date), therefore by the shares held on 8 April 2024,
12:00 a.m. (CEST).
Participation in the General Meeting is limited to persons who are
shareholders on the Record Date and supply proof thereof to the Company.
In case of deposited bearer shares proof of shareholding at the Record
Date is provided by submitting a deposit certificate pursuant to
Section 10a of the Austrian Stock Corporation Act. The deposit certificate
shall be issued by the depositary bank based in a member state of the
European Economic Area or in a full member state of the OECD. The deposit
certificate must contain at least the information required according to
Section 10a para 2 of the Austrian Stock Corporation Act. Deposit
certificates will be accepted in German and English.
Proof of shareholder status at the Record Date in the form of a deposit
certificate must be received no later than on the third working day before
the General Meeting, i.e. by 15 April 2024 exclusively through one of the
following addresses:
i. for submission of the deposit certificate in text form, for which the
Articles of Association pursuant to Section 15 para 3 are sufficient
by e-mail [10]anmeldestelle@computershare.de
(deposit certificates in PDF format please)
ii. for submission of the deposit certificate in text form
by SWIFT BIC COMRGB2L
(Message Type MT598 or MT599
stating ISIN AT0000644505 in the text)
V. Information to shareholders regarding data processing
1. Which personal data of shareholders is processed and for what
purposes?
Lenzing Aktiengesellschaft processes personal data of shareholders (in
particular those pursuant to Section 10a para 2 Austrian
Stock Corporation Act, i.e. name, address, date of birth, number of the
securities deposit, number of shares of the shareholder, type of share if
applicable, number of the voting card and, if applicable, name and date of
birth of the independent proxy) on the basis of the applicable data
protection regulations, in particular the European General Data Protection
Regulation (“GDPR”) and the Austrian Data Protection Act (“DSG”), in order
to enable shareholders to exercise their rights at the General Meeting.
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 of shareholders in the General Meeting and exercise of
shareholder rights,
• 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 Corporation Act. The legal
basis for the processing therefore is Art 6 para 1 lit c GDPR (compliance
with a legal obligation). For the processing Lenzing Aktiengesellschaft is
controller as defined in Art 4 no 7 GDPR.
2. To whom is the shareholders’ personal data transferred?
Lenzing Aktiengesellschaft uses external service providers, such as
notaries, lawyers, banks and IT service providers, for the purpose of
organizing the General Meeting. These service providers receive only such
personal data from Lenzing Aktiengesellschaft as is necessary for the
performance of the commissioned service, and, where they are processors as
defined in Art 4 no 8 GDPR, process the data solely on instructions of
Lenzing Aktiengesellschaft. Where legally required, Lenzing
Aktiengesellschaft has concluded a data protection agreement with these
service providers.
If a shareholder participates in the General Meeting, the members of the
Management 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 Corporation Act) and thereby also
have access to the personal data contained therein (inter alia name, place
of residence, shareholding relationship). Lenzing Aktiengesellschaft 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 Corporation 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.
3. How long is the shareholders’ personal data stored?
Shareholders’ data will be anonymized or deleted as soon as it is no
longer necessary for the purposes for which it was collected or processed,
and no other legal obligations require further storage. Obligations to
provide evidence and to retain records arise in particular from corporate,
stock corporation and takeover law, from tax and duties law as well as
from anti money laundering regulations. If legal claims are made by
shareholders against Lenzing Aktiengesellschaft or vice versa by Lenzing
Aktiengesellschaft against shareholders, the storage of personal data
serves to clarify and enforce claims in individual cases. In connection
with proceedings before civil courts, this can lead to storage of data for
the duration of the statute of limitations plus the duration of the court
proceedings up to its legally binding conclusion.
4. What rights do shareholders have with regard to their personal data?
Every shareholder has a right to access, rectification, restriction,
objection and deletion at any time with regard to the processing of
personal data as well as a right to data portability in accordance with
Chapter III GDPR. Shareholders can assert these rights against Lenzing
Aktiengesellschaft free of charge by contacting the E-mail address
[11]privacy@lenzing.com or by using the following contact details:
Lenzing Aktiengesellschaft
AT-4860 Lenzing, Werkstraße 2
Fax: +43 (0) 7672 918-4005
In addition, shareholders have the right to lodge a complaint with the
data protection supervisory authority pursuant to Art 77 GDPR.
5. Further information
Further information on data protection can be found in the data protection
declaration on the website of Lenzing Aktiengesellschaft
[12]www.lenzing.com.
VI. Total number of shares and voting rights at the date of convocation
At the date of convocation of the General Meeting, the nominal capital of
the Company amounts to EUR 40,107,738.37 and is divided into 38,618,180
no-par value bearer shares. Each no-par value share grants one vote at the
General Meeting.
The Company does not hold any treasury shares at the time of convening the
General Meeting.
There are no multiple classes of shares.
This document is published in German and in a non-binding English
convenience translation.
Lenzing, March 2024 The Management Board
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20.03.2024 CET/CEST
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Language: English
Company: Lenzing AG
4860 Lenzing
Austria
Phone: +43 7672-701-0
Fax: +43 7672-96301
E-mail: office@lenzing.com
Internet: www.lenzing.com
ISIN: AT0000644505
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1863051 20.03.2024 CET/CEST
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