EQS-News: Convocation of the Annual General Meeting
Source: EQS
Premstätten, FN 34109 k ISIN AT0000A18XM4 ("Company")
Convocation of the Annual General Meeting
We hereby invite our shareholders to attend the Annual General Meeting of on in 8141 Premstätten, Tobelbader Straße 30.
I. Agenda
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 at ams‑osram.com/en/about-us/investor-relations/general-meeting from
in each case for the 2023 financial year;
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING The entitlement to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights to be asserted at the Annual General Meeting is based on the shareholding at the end of Only those who are shareholders on this date and can prove this to the Company are entitled to attend the Annual General Meeting. A deposit certificate pursuant to sec. 10a AktG must be submitted as proof of share ownership on the record date, which must be received by the Company no later than
By post or courier: c/o Köppel 60 8242
By SWIFT: GIBAATWGGMS (Message Type MT598 or MT599, please specify ISIN AT0000A18XM4 in the text)
By e-mail: anmeldung.ams-osram@hauptversammlung.at (Deposit confirmations in PDF format) By fax: +43 (0)1 8900 500 50
Shareholders are requested to contact their custodian bank and arrange for the issue and transmission of a deposit certificate. The record date has no effect on the saleability of the shares and has no significance for dividend entitlement.
Deposit certificate pursuant to sec. 10a AktG The deposit certificate must be issued by the custodian bank with its registered office in a member state of the European Economic Area or in a full member state of the
In addition, safe custody receipts from The deposit certificate as proof of shareholding for participation in the Annual General Meeting must refer to the end of the record date The deposit confirmation will be accepted in German or English.
Proof of identity Shareholders and their proxies are therefore requested to have a valid official photo ID ready for identification purposes when registering. If you are attending the Annual General Meeting as a proxy, please take the power of attorney with you in addition to your official photo ID. If the original of the power of attorney has already been sent to the Company, you will facilitate admission if you present a copy of the power of attorney.
IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED Every shareholder who is entitled to participate in the Annual General Meeting and has provided evidence of this to the Company in accordance with the stipulations in this convening notice, point III, has the right to appoint a representative to participate in the Annual General Meeting on behalf of the shareholder and who has the same rights as the shareholder he or she represents. The power of attorney must be granted to a specific person (a natural person or a legal entity) in text form (sec. 13 (2) AktG), whereby several persons may also be authorized. The granting of a proxy is possible both before and during the Annual General Meeting.
We offer the following communication channels and addresses for the transmission of powers of attorney: By post or courier: c/o Köppel 60 8242 By e-mail: anmeldung.ams-osram@hauptversammlung.at, whereby the power of attorney must be attached to the e-mail in text form as a PDF file By SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please specify ISIN AT0000A18XM4 in the text By fax: +43 (0)1 8900 500 50
Only on the day of the Annual General Meeting itself: In person: When registering for the Annual General Meeting at the meeting venue.
The proxies must be received at one of the above addresses by A proxy form and a form for revoking the proxy will be available on the Company's website at ams‑osram.com/en/about-us/investor-relations/general-meeting from Details on the authorization, in particular the text form and content of the proxy, can be found in the proxy form provided to shareholders. If the shareholder has granted power of attorney to his or her custodian bank (sec. 10a AktG), it is sufficient for the bank to issue a declaration that it has been granted power of attorney in addition to the deposit certificate, using the means provided for its transmission to the Company. Shareholders may also exercise their rights in person at the Annual General Meeting after granting a proxy. Personal attendance is deemed to be a revocation of a previously granted proxy. The above provisions on the granting of the power of attorney apply mutatis mutandis to the revocation of the power of attorney.
Independent proxy As a special service, an independent proxy is available to shareholders to exercise their voting rights at the Annual General Meeting in accordance with their instructions, namely Mr. Stephan Plankensteiner, substitute notary of public notary Dr.
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SEC.S 109, 110, 118 AND 119 AKTG
Shareholders whose shares individually or collectively account for 5% of the share capital and who have held these shares for at least three months prior to submitting their request may request in writing that additional items be placed on the agenda of this Annual General Meeting and published, provided that this request is submitted in writing by post or courier no later than Each agenda item requested in this way must be accompanied by a proposed resolution together with a statement of reasons. The agenda item and the proposed resolution, but not the reasons for it, must also be written in German. Proof of shareholder status must be provided by submitting a deposit certificate in accordance with sec. 10a AktG, which confirms that the shareholders submitting the motion have held the shares continuously for at least three months prior to submitting the motion and which must not be older than seven days at the time of submission to the Company. Several deposit confirmations for shares that only together represent the 5% shareholding must refer to the same date (day, time). With regard to the other requirements for the deposit certificate, please refer to the information on the right to participate (item III. of this invitation).
Shareholders whose shares together amount to 1% of the share capital may submit proposals for resolutions on any item on the agenda in text form, together with a statement of reasons, and may request that these proposals, together with the names of the shareholders concerned, the statement of reasons to be included and any statement by the Management Board or Supervisory Board, be made available on the Company's website entered in the commercial register, provided that this request is submitted in text form no later than by June 5, 2024 (24:00 Proof of shareholder status must be provided by submitting a deposit certificate in accordance with sec. 10a AktG, which must not be older than seven days at the time of submission to the Company. Several deposit confirmations for shares that only together represent a shareholding of 1% must refer to the same date (day, time). For elections to the Supervisory Board, it should be noted that proposals from shareholders pursuant to sec. 110 para 1 AktG for the election of Supervisory Board members, together with the declarations pursuant to sec. 87 para 2 AktG for each person proposed, must be received by the Company in text form by With regard to the other requirements for the deposit certificate, please refer to the information on the right to participate (item III. of this invitation).
The Company provides the following information on agenda item 6 "Elections to the Supervisory Board" and the possible submission of a corresponding election proposal by shareholders in accordance with sec. 110 AktG: In accordance with sec. 8 (1) of the Articles of Association of sec. 86 (7) AktG is applicable to It is announced that an objection pursuant to § 86 para 9 AktG was raised neither by the majority of the shareholder representatives nor by the majority of the employee representatives and therefore the minimum share offer pursuant to § 86 para 7 AktG is not fulfilled separately, but in its entirety. The Supervisory Board of If shareholders submit nominations for election under agenda item 6 "Elections to the Supervisory Board", it must be ensured that, if the nominations are accepted, the Supervisory Board will include at least four women. The Supervisory Board mandates of Dr. At least one woman out of two persons would have to be proposed in order to comply with the minimum shareholding requirement pursuant to § 86 (7) AktG.
Upon request, each shareholder must be provided with information on the Company's affairs at the Annual General Meeting, insofar as this is necessary for the proper assessment of an item on the agenda. The duty to provide information also extends to the Company's legal relationships with an affiliated Company and to the situation of the Group and the companies included in the consolidated financial statements. The information may be refused if, according to reasonable business judgment, it is likely to cause a significant disadvantage to the Company or an affiliated Company, or if providing it would be punishable by law. In accordance with sec. 19 (2) of the Articles of Association, the Chairman of the Annual General Meeting may impose reasonable time limits on shareholders' rights to speak and ask questions. In particular, she may impose general and individual restrictions on speaking and questioning time at the beginning, but also during the Annual General Meeting. Requests for information must always be made verbally at the Annual General Meeting, but can also be made in writing. Questions that require longer preparation to answer should be submitted to the Management Board in text form in good time before the Annual General Meeting to ensure that the meeting is held efficiently. These questions can be sent to the Company by email to agm@ams-osram.com.
Every shareholder - irrespective of a specific shareholding - is entitled to submit motions on any item on the agenda at the Annual General Meeting. If several motions are submitted for an item on the agenda, the chairperson shall determine the order of voting in accordance with sec. 119 (3) AktG. However, a shareholder motion on agenda item 6 "Elections to the Supervisory Board" requires the timely submission of a resolution proposal in accordance with sec. 110 AktG: Persons may be proposed for election to the Supervisory Board by shareholders whose shares together amount to 1% of the share capital. Such nominations must be received by the Company in the above-mentioned manner by June 5, 2024 at the latest. Each nomination must be accompanied by a declaration pursuant to sec. 87 para 2 AktG from the proposed person regarding their professional qualifications, their professional or comparable functions and any circumstances that could give rise to concerns of bias. Otherwise, the shareholder proposal for the election of a Supervisory Board member may not be considered in the vote. With regard to the information pursuant to sec. 110 para 2 sentence 2 AktG, reference is made to item V. para 3. of the convening notice.
The processing of shareholders' personal data is mandatory for the participation of shareholders and their representatives in the Annual General Meeting in accordance with the German Stock Corporation Act. The legal basis for the processing is therefore Art. 6 (1) c) GDPR. If a shareholder participates in the Annual General Meeting, all shareholders present or their representatives, the members of the Management Board and Supervisory Board, the notary and all other persons with a legal right to participate may inspect the legally required list of participants (sec. 117 AktG) and thereby also view the personal data specified therein (including name, place of residence, shareholding). Shareholders' data is anonymized or deleted as soon as it is no longer required for the purposes for which it was collected or processed and unless other legal obligations require further storage. Obligations of proof and retention arise in particular from corporate, stock corporation and takeover law, from tax and duty law and from money laundering regulations. If legal claims are asserted by shareholders against Every shareholder has a right of access, rectification, restriction, objection and erasure regarding the processing of personal data at any time, as well as a right to data portability in accordance with Chapter III of the GDPR.
Shareholders can assert these rights against Data Protection Officer 8141 Premstätten E-mail: dataprotection@ams-osram.com
Shareholders also have the right to lodge a complaint with the data protection supervisory authority in accordance with Article 77 GDPR. Further information on data protection can be found in the privacy policy on the website of
VI. FURTHER INFORMATION AND NOTES Total number of shares and voting rights At the time the Annual General Meeting is convened, the Company's share capital amounts to
Premstätten, The Management Board
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Language: | English |
Company: | |
Tobelbader Straße 30 | |
8141 Premstaetten | |
Phone: | +43 3136 500-0 |
E-mail: | investor@ams-osram.com |
Internet: | https://ams-osram.com/ |
ISIN: | AT0000A18XM4 |
WKN: | A118Z8 |
Listed: | Regulated Unofficial Market in |
EQS News ID: | 1906103 |
End of News |
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1906103 17.05.2024 CET/CEST