EQS-AGM: AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 37th Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft
EQS-AGM: AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 37th Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft
EQS-News: AGRANA Beteiligungs-Aktiengesellschaft / Announcement of the
Convening of the General Meeting
AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 37th Annual
General Meeting of AGRANA Beteiligungs-Aktiengesellschaft
05.06.2024 / 11:00 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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AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h
ISIN AT000AGRANA3
(“Company”)
Convention of the 37^th Annual General Meeting of
AGRANA Beteiligungs-Aktiengesellschaft
We would like to invite our shareholders to the
37^th Annual General Meeting
of AGRANA Beteiligungs-Aktiengesellschaft
on Friday, July 5, 2024, at 11:00 a.m. CEST,
at Raiffeisen Forum, A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1.
I. AGENDA
1. Presentation of the annual financial statements including the
Management Report and the Corporate Governance Report, the
consolidated financial statements including the Group Management
Report, the proposal for appropriation of profits, and the report of
the Supervisory Board for the 2023/2024 financial year
2. Resolution on the appropriation of profits
3. Resolution on the formal approval of the actions of the members of the
Management Board for the 2023/2024 financial year
4. Resolution on the formal approval of the actions of the members of the
Supervisory Board for the 2023/2024 financial year
5. Resolution on the remuneration of the members of the Supervisory Board
6. Appointment of the auditor for the annual financial statements and for
the consolidated financial statements as well as for sustainability
reporting for the 2024/2025 financial year
7. Resolution on the Remuneration Report 2023/2024
8. Resolution on the amendment of the Articles of Association in § 6.
“Publications”
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON
THE WEBSITE
In particular, the following documents will be available on the Company’s
website, entered in the commercial register, at www.agrana.com/en or
www.agrana.com/en/ir/general-meeting no later than June 14, 2024:
• Convening and agenda,
• Granting of proxy (template),
• Granting of proxy IVA (template),
• Revocation of proxy (template),
• Proposed resolutions of the Management Board and the Supervisory Board
for the 37th Annual General Meeting,
• Remuneration Report 2023/24 of the AGRANA Management Board and
Supervisory Board,
• Consolidated financial statements with combined management report for
the financial year 2023/24 (Annual Report),
• Annual financial statements of AGRANA Beteiligungs-AG for the
financial year 2023/24 (Annual Financial Report),
• Proposal for the appropriation of profits for the financial year
2023/24,
• Corporate Governance Report for the financial year 2023/24,
• Report of the Supervisory Board for the financial year 2023/24.
III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The right to participate in the Annual General Meeting and to exercise the
voting right and any other rights of shareholders to be asserted in
connection with the Annual General Meeting is subject to the holding of
shares as per the end of June 25, 2024 (11:59 p.m. CEST, Vienna time)
(record date).
Only persons who are holding shares on the record date and provide
evidence thereof have the right to participate in the Annual General
Meeting.
For proof of the shareholding on the record date, a deposit confirmation
pursuant to § 10a of the Austrian Stock Corporation Act must be presented,
which must be received by the Company no later than July 2, 2024 (11:59
p.m. CEST, Vienna time), exclusively via and to any of the following
communication channels and addresses:
(i) for transmission of the deposit confirmation in text form as approved
by § 13 (7) of the Articles of Association
By email: anmeldung.agrana@hauptversammlung.at (Deposit confirmations in
PDF format, please)
By fax: +43 (0)1 8900 500 – 50
(ii) for transmission of the deposit confirmation in writing with legally
binding signatures
By post or messenger:
AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By SWIFT:
GIBAATWGGMS
(Message Type MT598 or MT599,
ISIN AT000AGRANA3 must be indicated in the text)
Shareholders are requested to contact their custodian credit institution
and arrange for the issue and transmission of a deposit confirmation.
The record date has no effect on the salability of the shares, and no
significance for dividend entitlement.
Deposit confirmation pursuant to § 10a of the Austrian Stock Corporation
Act
The deposit confirmation must be issued by the custodian credit
institution headquartered in a state that is either a member state of the
European Economic Area or a full member of the OECD, and shall comprise
the following information (§ 10a (2) of the Austrian Stock Corporation
Act):
• Information on the issuer: name/company and address or a code commonly
used for transactions between credit institutions (SWIFT code)
• Information on the shareholder: name/company, address, date of birth
for individuals, register and register number for legal entities, if
applicable
• Information about the shares: number of shares held by the
shareholder,
ISIN AT000AGRANA3 (internationally accepted securities identification
number)
• Depository number, securities account number or other designation as
applicable
• Time or period to which the deposit confirmation refers
The deposit confirmation as proof of shareholding for participation in
the Annual General Meeting must refer to the end of the record date June
25, 2024 (11:59 p.m. CEST, Vienna time).
The deposit confirmation will be accepted in German or English.
Proof of identity
For purposes of identification, the shareholders and their representatives
are requested to hold a valid official photo ID ready at the time of
registration.
If you wish to attend the Annual General Meeting as a representative,
please bring along your proxy in addition to your official photo ID. If
the original of the proxy has already been sent to the Company, you will
facilitate access by presenting a copy of the proxy.
AGRANA Beteiligungs-Aktiengesellschaft reserves the right to determine the
identity of the persons wishing to attend the meeting. If it is not
possible to establish a person’s identity, admission may be refused.
IV. OPTION OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to attend the Annual General Meeting and
has provided evidence of this to the Company in accordance with the
stipulations in item III of this notice of meeting has the right to
appoint a representative to participate in the Annual General Meeting on
behalf of the shareholder and has the same rights as the shareholder whom
the proxy represents.
Proxy shall be granted to a specified person (an individual or a legal
entity) in text form (§13 II of the Austrian Stock Corporation Act),
whereby multiple persons may be authorized.
Proxy can be granted both before and during the Annual General Meeting.
For the transmission of proxies, we offer the following communication
channels and addresses:
By post or messenger:
AGRANA Beteiligungs-Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By email: anmeldung.agrana@hauptversammlung.at (Proxies in PDF format,
please)
By fax: +43 (0)1 8900 500 – 50
By SWIFT: GIBAATWGGMS
For credit institutions (Message Type MT598 or MT599;
ISIN AT000AGRANA3 must be indicated in the text)
The proxies must arrive at one of the aforementioned addresses no later
than July 4, 2024, 4:00 p.m. CEST, Vienna time, unless they are submitted
to the registration office of the Annual General Meeting on the day of the
Annual General Meeting.
Forms for granting and revoking the proxy can be downloaded from the
Company’s website at www.agrana.com/en or
www.agrana.com/en/ir/general-meeting. In the interest of smooth handling,
please always use the forms provided.
Details concerning the proxy, in particular the text form and the content
of the proxy, can be found in the proxy form provided to the shareholders.
If the shareholder has granted proxy to his or her custodian credit
institution (§ 10a of the Austrian Stock Corporation Act), it is
sufficient for the latter to declare that it has been granted proxy in
addition to the deposit confirmation in the way prescribed for
transmission to the Company.
Shareholders may exercise their rights at the Annual General Meeting even
after granting proxy. Personal attendance is deemed to be a revocation of
any previously granted proxy.
The above rules on the granting of proxy shall apply mutatis mutandis to
the revocation of the same.
Independent representative for the exercise of voting rights
As a special service to the shareholders, a representative of the
Investor’s Association (Interessenverband für Anleger, IVA), A-1130
Vienna, Feldmühlgasse 22, will be available as an independent proxy for
exercising voting rights at the Annual General Meeting in accordance with
instructions; for this purpose, a special proxy form is available on the
Company’s website at www.agrana.com/en or
www.agrana.com/en/ir/general-meeting. You may also contact Dr. Michael
Knap from IVA directly via phone +43 1 876 33 43 – 30, or email
knap.agrana@hauptversammlung.at.
V. INFORMATION ON THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109, 110,
118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT
1. Extension of the agenda by shareholders pursuant to § 109 of the
Austrian Stock Corporation Act
Shareholders whose shares individually or jointly amount to at least 5 %
of the share capital and who have held these shares for at least three
months prior to their application may request in writing that additional
items be placed on the agenda of this Annual General Meeting and
announced, provided that this request is received in writing with legally
binding signatures by post or courier no later than June 14, 2024 (11:59
p.m. CEST, Vienna time), by the Company at the following address:
A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1, Attn. Ms. Sabine
Hacker, General Secretary, or, if sent by email, with a qualified
electronic signature to the email address sabine.hacker@agrana.com or by
SWIFT to the address GIBAATWGGMS. “In writing with legally binding
signatures” means personally signed by each applicant or, on behalf of the
company or, if sent by email, with a qualified electronic signature to the
email address sabine.hacker@agrana.com, or, if sent by SWIFT, with message
type MT598 or type MT599, whereby ISIN AT000AGRANA3 must be indicated in
the text.
Each agenda item thus requested must include a proposed resolution and a
rationale. The item requested to be added to the agenda and the resolution
proposal, but not the rationale, must also be written in German. Proof of
shareholder status must be provided by submitting a deposit confirmation
pursuant to § 10a of the Austrian Stock Corporation Act, confirming that
the applicant shareholders have held the shares for at least three months
prior to the motion being submitted and which must not be older than seven
days at the time of submission to the Company. A plurality of deposit
confirmations for shares that only together represent a shareholding of at
least 5 % must refer to the same time (day, time).
With regard to the other requirements for the deposit confirmation, please
refer to the information on the right to participate (item III. of this
convocation).
2. Shareholders’ proposed resolutions concerning the agenda pursuant to
§ 110 of the Austrian Stock Corporation Act
Shareholders whose shares jointly amount to at least 1 % of the share
capital may submit proposals for resolutions, including a rationale,
concerning any item on the agenda in text form, and may request that these
proposals, together with the names of the shareholders concerned, the
rationale and a possible opinion thereon by the Management Board or the
Supervisory Board, be made available on the Company’s website as listed in
the Commercial Register, provided such written proposal and request is
received by the Company no later than June 26, 2024 (11:59 p.m.
CEST, Vienna time), either via letter mail to A-1020 Vienna,
Friedrich-Wilhelm-Raiffeisen-Platz 1, Ms. Sabine Hacker, General
Secretary, or via email to sabine.hacker@agrana.com, whereby the request
is to be attached to the email in text form, e.g. as a PDF document. If
text form as defined in § 13 (2) of the Austrian Stock Corporation Act is
required for a statement, the latter 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 discernible by reproduction of the signature or in another
suitable manner. The resolution proposal, but not its explanatory
statement, must also be written in German.
Proof of shareholder status must be provided by submitting a deposit
confirmation pursuant to § 10a of the Austrian Stock Corporation Act,
which must not be older than seven days at the time of submission to the
Company. A plurality of deposit confirmations for shares which only
together represent a shareholding of at least 1 % must refer to the same
time (day, time).
With regard to the other requirements for the deposit confirmation, please
refer to the information on the right to participate (item III of this
notice of meeting).
3. Shareholders’ right to information pursuant to § 118 of the Austrian
Stock Corporation Act
Every shareholder has the right to receive, upon request, information on
the affairs of the Company at the Annual General Meeting, insofar as such
information is necessary for the proper assessment of an item on the
agenda. The obligation to provide information also extends to the legal
relationships of the Company with any affiliated company, as well as to
the situation of the Group and the companies included in the consolidated
financial statements.
The information may be withheld if according to reasonable business
assessment it has the potential to cause significant harm to the Company
or any affiliated company, or if its disclosure would be punishable under
applicable law.
Requests for information should generally be made verbally at the Annual
General Meeting, but can also be made in writing.
In the interest of session economy, questions that necessitate lengthy
preparation should be submitted to the Management Board, Attn. Ms. Sabine
Hacker, in text form in good time before the Annual General Meeting.
Questions can be sent to the Company by email to sabine.hacker@agrana.com.
4. Shareholder motions at the Annual General Meeting pursuant to § 119 of
the Austrian Stock Corporation Act
Every shareholder has the right – irrespective of a specific shareholding
– to submit motions at the Annual General Meeting regarding any item on
the agenda.
If there is more than one motion for an item on the agenda, the Chair
shall determine the order of voting in accordance with § 119 (3) of the
Austrian Stock Corporation Act.
5. Information on data protection for shareholders
AGRANA Beteiligungs-Aktiengesellschaft takes data protection very
seriously.
Further information can be found in our data privacy policy at
www.agrana.com/gdpr/en.
VI. FURTHER INFORMATION AND NOTES
1. Total number of shares and voting rights
At the time of the convention of the Annual General Meeting, the Company’s
share capital amounted to € 113,531,274.76, divided into 62,488,976 no-par
value bearer shares. Each share grants one vote.
The total number thus amounts to 62,488,976 voting rights at the time this
Annual General Meeting is convened. At the time the Annual General Meeting
is convened, the Company does not hold any treasury shares, either
directly or indirectly.
There is only one class of shares.
2. Collection of voting cards
Admission for the collection of voting cards from 10:00 a.m. CEST.
Vienna, June 2024
The Management Board
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05.06.2024 CET/CEST
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Language: English
Company: AGRANA Beteiligungs-Aktiengesellschaft
F.-W.-Raiffeisen-Platz 1
A-1020 Wien
Austria
Phone: +43-1-21137-0
Fax: +43-1-21137-12926
E-mail: investor.relations@agrana.com
Internet: www.agrana.com
ISIN: AT000AGRANA3
WKN: A2NB37
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
(Official Market)
End of News EQS News Service
1917823 05.06.2024 CET/CEST
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