EANS-General Meeting: AGRANA Beteiligungs-AG
Invitation to the General Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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AGRANA Beteiligungs-Aktiengesellschaft
Vienna, FN 99489 h
ISIN AT0000603709
Invitation
We would like to invite our shareholders to the 26th Annual General Meeting of
AGRANA Beteiligungs-Aktiengesellschaft on Friday, July 5th, 2013, at 11:00 a.m.
CET, at Raiffeisen Forum, A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1.
Agenda
* Presentation of the approved Financial Statements and Notes and the
Consolidated Financial Statements as of February 28th, 2013, as well as of the
Summary Management Report, including the Corporate Governance Report and the
Report of the Supervisory Board for the financial year 2012/2013.
* Resolution on the appropriation of profits.
* Resolution on the formal approval of the actions of the members of the
Management Board for the financial year 2012/2013.
* Resolution on the formal approval of the action of the members of the
Supervisory Board for the financial year 2012/2013.
* Resolution on the remuneration received by the members of the Supervisory
Board for the financial year 2012/2013.
* Appointment of the Auditors and the Group Auditors for the financial year
2013/2014.
* Resolution on the amendment of the Articles of Association for adaptation to
the Company Law Amendment Act 2011
Documents for the Annual General Meeting
In particular, the following documents will be presented on the company's
website {www.agrana.com}[HYPERLINK: http://www.agrana.com] no later than June
14th, 2013 and will also be available at the Annual General Meeting:
* Financial statements;
* Consolidated Financial Statements and Summary Management Report,
* Proposal for the appropriation of profits;
* Corporate Governance Report; and
* Report of the Supervisory Board
for the financial year 2012/2013; and
* Proposed resolutions concerning items 2 - 7 of the agenda; and
* Articles of Association with indication of the proposed amendments,
* Form for granting proxy;
* Form for granting proxy to a representative of the IVA,
* Form for the revocation of a proxy;
* Full text of this invitation.
NOTICE OF THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§109, 110, 118 AND 119 OF
THE AUSTRIAN STOCK CORPORATION ACT
Shareholders whose shares together amount to at least 5% of the share capital
and who have been holders of these shares for a period of at least three months
before the application may request in writing that additional items be included
in the Agenda for this Annual General Meeting, and that an announcement be made
in this respect, provided such request is received by the Company in writing no
later than June 14th, 2013, at A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz
1, Attn. Mrs. Gertraud Wöber, General Secretary. Each agenda item thus requested
must include a proposed resolution and an explanatory statement. Shareholder
ownership must be proven by submission of a safe custody receipt pursuant to
§10a of the Austrian Stock Corporation Act, which confirms that the applicant
shareholders have owned shares for a period of at least three months prior to
the application and it may not have been issued more than seven days prior to
the time of submission to the Company. The other requirements for the safe
custody receipt are included in the statements concerning the entitlement to
participation.
Shareholders whose shares together amount to at least 1% of the share capital
may submit written proposals for resolutions including an explanatory statement
for any item on the agenda, and may request any such proposal, including the
explanatory statement and a possible opinion thereon by the Management Board or
the Supervisory Board, to be made available on the website of the Company,
provided such written proposal is received by the Company no later than June
26th, 2013, via fax to +43 1 21137 12926, or via mail to A-1020 Vienna,
Friedrich-Wilhelm-Raiffeisen-Platz 1, Attn. Mrs. Gertraud Wöber, General
Secretary, or by email to gertraud.woeber@agrana.com, whereby the written
proposal shall be attached to the email in text format, e.g. as a PDF. In case
of a proposal for the election of a member of the Supervisory Board, the
statement of the proposed person pursuant to §87IIof the Austrian Stock
Corporation Act shall take the place of the explanatory statement. Shareholder
ownership to exercise this shareholder's right must be proven through the
submission of a safe custody receipt pursuant to §10a of the Austrian Stock
Corporation Act, which must not have been issued earlier than seven days prior
at the time of submission. The other requirements for the safe custody receipt
are included in the statements concerning the entitlement to participation in
the Annual General Meeting.
Upon request, every shareholder shall be entitled to receive information on the
affairs of the Company during the Annual General Meeting, to the extent that
such information is necessary for the proper assessment of an item on the
agenda.
The information may be withheld, should it be deemed to have the potential, on
the basis of a reasonable business assessment, for causing significant harm to
the Company or any associated enterprise, or should its disclosure provide
reason for legal proceedings.
To ensure the effectiveness of the Annual General Meeting, any questions whose
answers may require a lengthy preparation shall be submitted by July 4th, 2013,
at 4:00 p.m., to the Management Board, Attn. Mrs. Gertraud Wöber, General
Secretary, via fax to +43 1 21137 12926 or by email to
gertraud.woeber@agrana.com.
Further information on these shareholder rights pursuant to §§109, 110, 118 and
119 of the Austrian Stock Corporation Act is now available on the Company's
website www.agrana.com.
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement 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 holding shares at the end of June
25th, 2013 (record date).
Only persons who are holding shares on the record date and provide evidence
thereof shall be entitled to participate in the Annual General Meeting.
The ownership of the shares held on the record date must be proven by a safe
custody receipt pursuant to §10a of the Austrian Stock Corporation Act, which
must be received by the Company no later than July 2nd, 2013 exclusively at one
of the addresses shown below.
Via mail: AGRANA Beteiligungs-Aktiengesellschaft
(in written form Attn. Mrs. Gertraud Wöber
pursuant to §886 General Secretary
of the Austrian
Civil Code)
Friedrich-Wilhelm-Raiffeisen-Platz 1
A-1020 Wien
Via fax: +43 (1) 8900 500 - 58
Via email: anmeldung.agrana@hauptversammlung.at; whereby the safe custody
receipt shall be attached to the email in text format, e.g. as a PDF.
AGRANA Beteiligungs-Aktiengesellschaft will not receive confirmations and
statements under §114I of the Austrian Stock Corporation Act via an
international, specifically secured communication network of credit institutions
(SWIFT), since other electronic means of communication (fax and email) have been
opened instead. This is because AGRANA Beteiligungs-Aktiengesellschaft has
offered SWIFT for electronic communication in the previous Annual General
Meetings, but the custodian banks have not made significant use thereof.
Canceled share certificates
AGRANA Beteiligungs-Aktiengesellschaft is required to replace all outstanding
bearer share certificates (physical share certificates) by a global certificate
and to deposit this at the Austrian Control Bank. This was reported in the 25th
Annual General Meeting. Based on the relevant approval of the Commercial Court
of Vienna on January 23rd, 2013, all shareholders who hold bearer shares in the
form of physical share certificates were notified via three notices in the
Official Gazette of the Vienna Newspaper to submit the share certificates no
later than May 27th, 2013. The Management Board, in a resolution on May 28th,
2013, has declared that the effective bearer share certificates that have not
been submitted pursuant to § 67 of the Austrian Stock Corporation Act in
conjunction with § 262 Para. 29 of the Austrian Stock Corporation Act are
invalid. The relevant notification was published in the Official Gazette of the
Vienna Newspaper on May 31st, 2013.
With their cancellation, these physical share certificates have lost their
status as securities and convey no right to participate in and vote at the
Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft. Affected
shareholders who still have physical share certificates can submit the canceled
stock certificates to the Raiffeisen Centrobank AG, A-1010 Vienna,
Tegetthoffstrasse 1, as a submission counter or at the custodian banks during
normal business hours. Based on this, a credit can be recorded on a securities
account to be notified by the shareholder, which would be equal to the number of
ordinary shares respectively submitted. The shareholder must arrange for this -
in order to maintain his/her right to participate in the forthcoming Annual
General Meeting - so that the Custodian deposit can be made at the latest on the
record date, June 25th, 2013.
Confirmation of deposit pursuant to §10a of the Austrian Stock Corporation Act
The confirmation of deposit must be issued by the custodian bank headquartered
in a state which must be either a member state of the European Economic Area or
a full member of the OECD, and shall contain the following data:
* Information about the issuer: name and address or a code used for transactions
between banks;
* Information about the shareholder: name, 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
AT0000603709;
* Deposit number and/or any other description;
* Time to which the safe custody receipt refers.
The confirmation of deposit as evidence for the shareholding must refer to the
record date stated above, i.e. June 25th, 2013.
The confirmation of deposit will be accepted in German or in English.
REPRESENTATION BY PROXY
Each shareholder entitled to participate in the Annual General Meeting has the
right to appoint a proxy to participate in the Annual General Meeting in the
name of this shareholder and with the same rights as the shareholder whom the
proxy represents.
Proxy shall be granted to a person (an individual or a legal entity) in writing.
Multiple persons may be authorized.
The proxy must be received by the Company exclusively at any of the addresses
listed below:
Via mail: AGRANA Beteiligungs-Aktiengesellschaft
(in writing) Attn. Mrs. Gertraud Wöber
General Secretary
Friedrich-Wilhelm-Raiffeisen-Platz 1
A-1020 Wien
Via fax: +43 (1) 8900 500 - 58
Via email: anmeldung.agrana@hauptversammlung.at; whereby the safe custody
receipt shall be attached to the email in text format, e.g. as a PDF.
In Person: upon registration for the Annual General Meeting
at the venue for the meeting
Forms for granting and revocation of authorizations are available upon request
or can be downloaded from the Company's website at www.agrana.com.
If the proxy is not personally presented at the date of the Annual General
Meeting, it must be submitted to the Company by July 14th, 2013 at 4:00 p.m. at
the latest.
The above rules on granting of proxy shall apply mutatis mutandis to the
revocation of the same.
As a special service to the shareholders, a representative from the Investor's
Association (Interessenverband für Anleger, IVA), A-1130 Vienna, Feldmühlgasse
22, will be available as an independent representative for the exercise of
voting rights, subject to directives, at the Annual General Meeting; for this, a
special authorization form can be downloaded from the Company's website at
www.agrana.com. In addition, you may also contact Dr. Michael Knap from the IVA
directly at Tel. +43 1 8763343-30, Fax +43 1 8763343-39 or email
michael.knap@iva.or.at.
TOTAL NUMBER OF SHARES AND INTERIM CERTIFICATES
At the Annual General Meeting convening date, the share capital of the Company,
amounting to EUR 103,210,249.78, is divided into 14,202,040 bearer shares
(shares). Each share holds one vote. At the convening date of the Annual General
Meeting, the Company holds own shares neither directly nor indirectly. At the
convening date of the Annual General Meeting, the total number of participating
and voting shares is 14,202,040. There is only one class of shares.
In order to ensure that the entrance control runs smoothly, we would like to ask
the shareholders to arrive in due time before the beginning of the Annual
General Meeting. Admission for the collection of voting cards shall start at
10:00 a.m.
Shareholders who have received either entry cards or copies of the safe custody
receipts from their custodian banks shall be requested to produce an official,
valid photo for identification at the Annual General Meeting.
Vienna, June 2013
The Management Board
Further inquiry note:
AGRANA Beteiligungs-AG
Mag.(FH) Hannes Haider
Investor Relations
Tel.: +43-1-211 37-12905
e-mail: hannes.haider@agrana.com
Mag.(FH) Markus Simak
Public Relations
Tel.: +43-1-211 37-12084
e-mail:markus.simak@agrana.com
end of announcement euro adhoc
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issuer: AGRANA Beteiligungs-AG
F.-W.-Raiffeisen-Platz 1
A-1020 Wien
phone: +43-1-21137-0
FAX: +43-1-21137-12045
mail: info.ab@agrana.com
WWW: www.agrana.com
sector: Food
ISIN: AT0000603709
indexes: WBI, ATX Prime
stockmarkets: Präsenzhandel: Berlin, Stuttgart, Frankfurt, official market: Wien
language: English
Original content of: AGRANA Beteiligungs-AG, transmitted by news aktuell