Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Wednesday 05 June, 2019

Voestalpine Ag

EANS-General Meeting: voestalpine AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act

PR Newswire/euro adhoc/

EANS-General Meeting: voestalpine AG / Invitation to the General Meeting
according to art. 107 para. 3 Companies Act

--------------------------------------------------------------------------------
  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.
--------------------------------------------------------------------------------

05.06.2019

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

Invitation to the Annual General Meeting

We hereby invite our shareholders to the
27th Annual General Meeting of voestalpine AG
taking place on Wednesday, July 3, 2019 at 10:00 a.m.
in the Design Center Linz, Europaplatz 1, A-4020 Linz.

I. 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 and the report of the Supervisory
     Board to the Annual General Meeting on business year 2018/2019 and the
     Consolidated Non-Financial Report 2018
  2. Resolution on the allocation of the balance sheet profit of the business
     year 2018/2019
  3. Resolution on the discharge of the members of the Management Board for
     business year 2018/2019
  4. Resolution on the discharge of the members of the Supervisory Board for
     business year 2018/2019
  5. Resolution on the election of the auditor for the annual financial
     statements and group´s consolidated financial statements for business year
     2019/2020
  6. Re-election of the Supervisory Board
  7. Resolution on the authorization of the Management Board of voestalpine AG
     a) to purchase own shares in accordance with Sec. 65 para. 1 no. 4 and
     no. 8 as well as para. 1a and para 1b of the Austrian Stock Corporation Act
     ("Aktiengesetz or AktG") both on the stock exchange and over-the-counter to
     the maximum extent of a total of 10% of the share capital also by excluding
     pro rata disposal rights which may accompany such an acquisition (reverse
     exclusion of subscription rights),
     b) in accordance with Sec. 65 para. 1b AktG to determine a method of
     selling or using shares in a manner other than via the stock exchange or a
     public offer based on the provisions on the exclusion of shareholders´
     subscription rights,
     c) to decrease the share capital of the Company by a redemption of own
     shares without any further resolution by the Annual General Meeting,
     d) revocation of the authorization given by the Annual General Meeting on
     July 5, 2017.
  8. Resolution on the creation of new authorized capital in an amount equal to
     20% of the share capital against cash contributions and with statutory pre-
     emption rights, including indirect pre-emption rights as provided for in
     Sec. 153 para. 6 of the AktG [Authorized Capital 2019/I], and on
     corresponding amendments to Sec. 4 (Share Capital and Shares) para. 2 of
     the Articles of Association
  9. Resolution on the creation of new authorized capital in an amount equal to
     10% of the share capital for issue against contributions in kind and/or to
     employees, executives and members of the Management Board of the Company or
     companies affiliated with the Company including authorization to exclude
     pre-emption rights [Authorized Capital 2019/II], and on corresponding
     amendments to Sec. 4 (Share Capital and Shares) para. 2 of the Articles of
     Association
 10. Resolution on authorization of the Management Board to issue financial
     instruments within the meaning of Sec. 174 of the AktG, in particular
     convertible bonds, income bonds and participation rights that can also
     convey subscription and/or conversion rights to acquire shares of the
     Company, including authorization to exclude shareholder pre-emption rights
     to acquire the financial instruments
 11. Resolution on cancellation of the contingent capital in accordance with
     Sec. 159 para. 2 no. 1 AktG that was approved by a General Meeting
     resolution of July 2, 2014, on approval of a contingent increase in the
     share capital of the Company in accordance with Sec. 159 para. 2 no. 1 AktG
     in an amount equal to 10% of the share capital that can be used to issue
     shares to financial instrument holders [Contingent Capital 2019], and on
     corresponding amendments to Sec. 4 (Share Capital and Shares) para. 6 of
     the Articles of Association



II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE
COMPANY WEBSITE
In particular, the following documents will be available on the website of the
Company at www.voestalpine.com [http://www.voestalpine.com/] no later than June
12, 2019:

* Annual financial statements and management report,
* Consolidated corporate governance report,
* Consolidated Non-Financial Report 2018
* Consolidated financial statements and group management report,
* Proposal with respect to the distribution of profits,
* Report of the Supervisory Board,
  in each case for business year 2018/2019,
* Resolution proposals for agenda items 2-11,
* Report by the Management Board in accordance with Sec. 65 para. 1b in
  combination with Sec. 170 para. 2 and Sec. 153 para. 4 AktG with regard to
  agenda item 7,
* Report by the Management Board in accordance with Sec. 170 para. 2 of the AktG
  in combination with Sec. 153 para. 4 of the AktG with regard to agenda item 9,
* Report by the Management Board in accordance with Sec. 174 para. 4 of the AktG
  in combination with Sec. 153 para. 4 of the AktG with regard to agenda items
  10 and 11,
* Articles of Association with proposed amendments in track changes mode,
* Statements pursuant to Sec. 87 para 2 AktG together with Curriculum vitae of
  the candidates for the elections to the Supervisory Board,
* Proxy authorization forms,
* Proxy cancellation form,
* Complete text of this invitation.


III. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL
MEETING

Eligibility to participate in the Annual General Meeting and to exercise voting
rights and other shareholder rights that apply to the Annual General Meeting are
based on the shareholding at the end of day on June 23, 2019 (record date to
provide proof of shareholding).
A person is only eligible to participate in the Annual General Meeting, if he/
she is a shareholder on this record date and is able to supply sufficient proof
of this status to the Company.
Proof of share ownership on the record date must be provided by delivering a
deposit certificate in accordance with Sec. 10a of the AktG to the Company no
later than June 28, 2019 (12:00 midnight, CEST, local Vienna time) exclusively
via one of the following communication channels and addresses.

(i) for transmission of the deposit certificate in written form
By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By SWIFT: GIBAATWGGMS -
(Message Type MT598 or MT599; ISIN AT0000937503 must be indicated in the text)
(ii) for transmission of the deposit certificate in text form, which is
permitted under Sec. 19 para. 3 of the Articles of Association
By fax +43 (0)1 8900 500 57
By e-mail [email protected]
(Please use PDF format for deposit certificates)

Shareholders are requested to contact their depositary bank and arrange for the
issuance and transmission of a deposit confirmation.
The record date has no impact on the saleability of the shares and has no
bearing on dividend rights.

Deposit certificates in accordance with Section 10a of the AktG
The deposit certification must be issued by a depositary bank domiciled in a
member state of the European Economic Area or a full member state of the OECD
and must contain the following information:

* Information on the issuer: company name and address or a code commonly used in
  dealings between banks,
* Information on the shareholder: name/company name and address, in addition
  date of birth for natural persons, and register and register number, if
  applicable, for legal persons in the legal person's country of origin
* Information on the shares: number of shares held by the shareholder, ISIN
  AT0000937503,
* Securities account number and/or other designation,
* Date to which the deposit certificate refers.

  The depository certification to verify the shareholding as the basis for
  participation in the Annual General Meeting must relate to the above-mentioned
  record date for the proof of shareholding, i.e. June 23, 2019 (12:00 midnight,
  CEST, local Vienna time).

  The deposit certificate will be accepted in German or English.
  For identification purposes, shareholders and their proxies are asked to be
  ready to show official photo identification when registering for the Annual
  General Meeting.
  In order to avoid delays at the entrance checks, shareholders are asked to
  present themselves in due time before the start of the Annual General Meeting.
  Voting cards may be collected starting at 9:00 a.m.

  Data protection
  The processing of personal data by voestalpine AG is absolutely necessary for
  participation in the Annual General Meeting. Information on the processing of
  personal Data of participants of the Annual General Meeting in accordance with
  the General Data Protection Regulation is available at www.voestalpine.com/
  datenschutz-hv [http://www.voestalpine.com/datenschutz-hv]



IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED

Every shareholder who is entitled to participate in the Annual General Meeting
and has provided sufficient proof to the Company as described in point III of
this invitation is also entitled to appoint a representative, who will
participate in the Annual General Meeting on behalf of the shareholder and who
is vested with the same rights as the shareholder who he or she represents.
Proxy authorization must be granted to a specific person (natural person or
legal entity) in text form (Sec. 13 para. 2 AktG). It is also possible to
appoint several proxy holders.
The proxy can be appointed before or during the Annual General Meeting.
We offer the following communication channels and addresses for the delivery of
proxies:

By mail or messenger
voestalpine AG
Legal, M&A and Compliance
Attn. Mr. Christian Kaufmann
voestalpine-Strasse 1
4020 Linz
By fax +43 (0)1 8900 500 57
By e-mail [email protected]
(Please use PDF format for deposit certificates)

The proxies must be received by the Company no later than July 2, 2019 at 4:00
p.m. (CEST, local Vienna time), exclusively at one of the previously listed
addresses, unless they are submitted at the entry or exits check at the Annual
General Meeting on the day of the Annual General Meeting.
A form for the appointment (or revocation) of a proxy holder can be downloaded
from the Company's Website at www.voestalpine.com [http://www.voestalpine.com/].
In order to ensure problem-free processing, we request that you only use the
forms which have been made available.
Details on appointing a proxy, especially the text form and contents of the
proxy, are set out in the proxy authorization form made available to
shareholders.
If the shareholder has appointed the depositary bank (Sec. 10a AktG) as her or
his proxy, it will suffice if the depositary bank submits a declaration in
addition to the deposit certificate, via the communication channels stipulated
for this purpose, stating that the depositary bank was appointed to serve as the
proxy.
Even after appointing a proxy, shareholders may still personally attend the
Annual General Meeting and exercise their shareholder rights. Personal
attendance is considered to serve as a revocation of the proxy authorization.
The rules indicated above with respect to proxy authorization apply similarly to
proxy cancellation.

Independent voting representative
As a special service, a representative from the "Interessenverband für Anleger"
(IVA, Austrian Association of Investors), Feldmühlgasse 22, 1130 Vienna, is
available to shareholders as an independent voting proxy for exercising voting
rights in accordance with shareholder instructions at the Annual General
Meeting. IVA is currently planning to send Mr. Wilhelm Rasinger to represent
shareholders at this Annual General Meeting. A special proxy form for
authorizing Mr. Wilhelm Rasinger may be downloaded from the Company's website at
www.voestalpine.com [http://www.voestalpine.com/] and must be delivered to the
Company only to one of the addresses indicated above for delivery of proxy
authorizations. Shareholders may also contact Mr. Wilhelm Rasinger directly at
IVA by phone +43 (0)1 8763343 30, fax +43 (0)1 8763343 39, or via e-mail at
[email protected]
Shareholder must provide Mr. Wilhelm Rasinger with instructions on how he (or a
sub-proxy authorized by Mr. Wilhelm Rasinger) is to exercise their voting
rights. Mr. Wilhelm Rasinger only exercises voting rights based on the
instructions given by the shareholder. Without explicit instructions, Mr.
Wilhelm Rasinger will not exercise voting rights based on the proxy
authorization.

Guests
The General Meeting is the key governing body of a stock corporation as it is
the forum for the Company's owners - the shareholders. We therefore hope you
will appreciate that we cannot turn a General Meeting into an event for guests,
much as we value such interest. For further questions please contact the
Investor Relations Team (phone: +43 (0) 50304 15 8735, e-mail:
[email protected])

V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110,
118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)

  1. Additions to the agenda pursuant to Sec. 109 AktG
     Shareholders whose combined holdings represent at least 5% of the share
     capital and who have owned these shares for at least three months prior to
     making such request have the right to request in writing that additional
     items be put on the agenda of this Annual General Meeting and be published
     provided that such request is made in writing and delivered to the Company
     no later than June 12, 2019 (12:00 midnight, CEST, local Vienna time) only
     to the address voestalpine-Strasse 1, 4020 Linz, Legal, M&A and Compliance,
     Attn. Mr. Christian Kaufmann. Each agenda item requested must be
     accompanied by a resolution proposal and a statement of reasons. Proof of
     shareholder status must be provided by submitting a deposit certificates in
     accordance with Sec. 10a of the AktG that confirms that the requesting
     shareholders have owned the shares for at least three months before the
     request and must no more than seven days old at the time it is submitted to
     the Company. Please refer to the section on the right to attend the Annual
     General Meeting for information on the other requirements for the deposit
     certificate (point III).
  2. Resolutions proposed for the agenda by shareholders pursuant to Sec. 110
     AktG
     Shareholders whose combined holdings represent at least 1% of the share
     capital have the right to submit resolution proposals in text form for any
     agenda item, together with a statement of reasons, and request that these
     proposals, together with the names of the shareholders concerned, the
     reasons given and any statement by the Management Board or Supervisory
     Board, be made available on the Company's website as entered into the
     Commercial Register. Such requests must be delivered to the Company in text
     form no later than June 24, 2019 (12:00 midnight, CEST, local Vienna time)
     either by fax to +43 (0) 50304 15 5872 or by mail to the address
     voestalpine-Strasse 1, 4020 Linz, Legal, M&A and Compliance, Attn. Mr.
     Christian Kaufmann, or by e-mail to [email protected],
     whereby the written request must be attached to the e-mail, e.g. as a PDF
     file.
     The following should be noted regarding elections to the Supervisory Board
     (agenda item 6):
     In nominations for the election of a Supervisory Board member, the
     justification statement shall be replaced with a declaration by the person
     being nominated in accordance with Sec. 87 para. 2 AktG. These declarations
     must be received by the Company no later than June 24, 2019, and the
     Company must make them available on the Company website recorded in the
     Commercial Register no later than June 26, 2019. Otherwise, the respective
     person may not be included in the voting.
     In electing Supervisory Board members, the Annual General Meeting must
     consider the criteria set forth in Sec. 87 para. 2a AktG, particularly the
     professional and personal qualifications of the members, the professional
     balance of the Supervisory Board, aspects of diversity and internationalism
     as well as professional reliability. It is further announced, with respect
     to nominations for the election of Supervisory Board members, that the
     Company is subject to the application of Sec. 86 para. 7 AktG regarding
     proportional gender equality on the Supervisory Board, and therefore the
     minimum share requirement of Sec. 86 para. 7 AktG must be taken into
     account. Neither a majority of the shareholder representatives nor a
     majority of the employee representatives raised an objection under Sec. 86
     para. 9 AktG to full compliance with the quota. Therefore, if the number of
     Supervisory Board members remains the same, full compliance with the
     minimum share requirement means that four women must be on the Supervisory
     Board of the Company in the future.
     Proof of shareholder status must be provided by submitting a deposit
     certificate in accordance with Sec. 10a of the AktG that is no more than
     seven days old at the time it is submitted to the Company. Please refer to
     the section on the right to attend the Annual General Meeting for
     information on the other requirements for the deposit certificate (point
     III).
  3. The right of shareholders to obtain information pursuant to Sec. 118 AktG
     Every shareholder has the right to request information on any matters
     pertaining to the Company provided that such information is needed to
     properly evaluate an agenda item. This obligation to provide information
     also covers the Company's legal relations with an associated company as
     well as the status of the Group and companies included in the consolidated
     financial statements.
     Information may be denied if, based on the assessment of a prudent
     businessman, it could cause significant detriments to the Company or an
     affiliated company, or if provision of the information would be punishable.
     In accordance with Sec. 20 para. 3 of the Articles of Association, the
     chairperson of the Annual General Meeting may set appropriate limits for
     the time allotted to speakers and the time allotted for questions as well
     as general limitations for speaking time and time for posing questions
     during the Annual General Meeting.
     Requests for information at the Annual General Meeting are generally to be
     made orally, but may also be submitted in written form.
     To make efficient use of time during the Annual General Meeting, questions
     whose answers require lengthy preparation should be submitted in text form
     to the Management Board in timely fashion before the Annual General
     Meeting. Such questions should be submitted to the company to the address
     voestalpine-Strasse 1, 4020 Linz, Investor Relations Department, Attn. Mr.
     Peter Fleischer or by e-mail to [email protected] or by fax to +43 (0)
     50304 55 5581.
  4. Motions by Shareholders at the Annual General Meeting pursuant to Sec. 119
     AktG
     Regardless of the number of shares held, every shareholder has the right to
     make motions on any agenda item during the Annual General Meeting. If
     several motions have been proposed for one item on the agenda, the Chairman
     of the Annual General Meeting determines the order of voting pursuant to
     Sec. 119 para. 3 AktG. Regarding nominations of candidates for election to
     the Supervisory Board, the relevant comments under Item V - Resolutions
     proposed for the agenda by shareholders pursuant to Sec. 110 AktG must be
     observed.
  5. Information on the website
     Additional information on these shareholder rights, which are provided for
     in Sec. 109, 110, 118 and 119 AktG, is available on the Company's website
     www.voestalpine.com [http://www.voestalpine.com/].


VI. FURTHER DICSLOSURES AND INFORMATION

  1. Total number of shares
     On the date the Annual General Meeting was convened, the Company had share
     capital of EUR 324,391,840.99 divided into 178,549,163 no-par bearer
     shares. Each share grants one vote. On the date the Annual General Meeting
     was convened, the Company held 28,597 treasury shares that do not confer
     any rights. 8,975 shares were declared invalid in accordance with Sec. 67
     para. 2 in combination with Sec. 262 para. 29 AktG whereof 1,752 shares
     have not been submitted and credited to securities accounts on the date the
     Annual General Meeting was convened. Therefore, on the date the Annual
     General Meeting was convened there were a total of 178,518,814 shares
     giving their owners the right to attend and vote at the Annual General
     Meeting. There are no other classes of shares.
  2. Internet broadcast of part of the Annual General Meeting
     It is planned to transmit a webcast of the Annual General Meeting up to the
     start of the general debate.
     Shareholders of the Company and the interested public may follow the speech
     by the Chairman of the Management Board at the Annual General Meeting on
     July 3, 2019 live on the Internet at www.voestalpine.com [http://
     www.voestalpine.com/] starting at approx. 10:00 a.m. No video or audio
     broadcast of any other part of the Annual General Meeting will take place.

     Linz, June 2019

     The Management Board






Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Phone: +43/50304/15-9949
Fax:  +43/50304/55-5581
mailto:[email protected]
http://www.voestalpine.com

end of announcement                         euro adhoc
--------------------------------------------------------------------------------



issuer:       voestalpine AG
              voestalpine-Straße  1
              A-4020 Linz
phone:        +43 50304/15-9949
FAX:          +43 50304/55-5581
mail:         [email protected]
WWW:          www.voestalpine.com
ISIN:         AT0000937503
indexes:      WBI, ATX
stockmarkets: Wien
language:     English
                
The content and accuracy of news releases published on this site and/or 
distributed by PR Newswire or its partners are the sole responsibility of the 
originating company or organisation. Whilst every effort is made to ensure the 
accuracy of our services, such releases are not actively monitored or reviewed 
by PR Newswire or its partners and under no circumstances shall PR Newswire or 
its partners be liable for any loss or damage resulting from the use of such 
information. All information should be checked prior to publication.

a d v e r t i s e m e n t