voestalpine AG

EANS-General Meeting: voestalpine 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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voestalpine AG
Linz, FN 66209 t
ISIN AT0000937503
voestalpine AG, Linz

The German version of this invitation shall be binding. This English translation
is for information purposes only.
 

I n v i t a t i o n

to the
22nd Annual General Meeting
of the Company,
taking place on Wednesday, July 2, 2014 at 10:00 a.m. in the Design Center Linz,
Europaplatz 1, A-4020 Linz.
 
A g e n d a :
 

1)         Presentation of the approved annual financial statements of
           voestalpine AG, the management report combined with the 
           group management report,the consolidated financial statements, 
           the corporate governance report and the report of the 
           Supervisory Board to the Annual General Meeting on business 
           year 2013/2014
2)         Resolution on the allocation of the balance sheet profit of the
           business year 2013/2014
3)         Resolution on the discharge of the members of the Management Board
           for business year 2013/2014
4)         Resolution on the discharge of the members of the Supervisory Board
           for business year 2013/2014
5)         Resolution on the election of the auditor for the annual financial
           statements and consolidated financial statements for business 
           year 2014/2015
6)         Election of the Supervisory Board
7)         Resolution on the creation of new Authorised Capital in an amount
           equal to 40% of the share capital against cash contributions 
           with statutory pre-emption rights granted, including indirect 
           pre-emption rights as provided for in Sec. 153 para. 6 of the 
           AktG (Austrian Stock Corporation Act) [Authorised Capital 2014/I],
           together with corresponding amendments to Sec. 4 (Share Capital and
           Shares) para.  2 of the Articles of Association
8)         Resolution on the creation of new Authorised Capital in an amount
           equal to 10% of the share capital against contributions in kind
           and/or for issue to employees, executives and members of the 
           Management Board of the Company or a company affiliated with the
           Company, with authorisation to exclude pre-emption rights
           [Authorised Capital 2014/II], together with corresponding amendments
           to Sec. 4 (Share Capital and Shares) para. 2 of the Articles of
           Association
9)         Resolution on authorisation of the Management Board to issue
           financial instruments within the meaning of Sec. 174 of the AktG, 
           in particular convertible bonds, income bonds, participation rights,
           which can also convey subscription and/or conversion rights for the
           acquisition of shares of the Company, together with authorisation
           to exclude shareholder pre-emption rights to subscribe to the
           financial instruments
10)        Resolution on cancellation of the Authorised Capital in accordance
           with Sec. 159 para. 2 no. 1 of the AktG approved by general meeting
           resolution of July 1, 2009, and a contingent increase of the share
           capital of the Company in accordance with Sec. 159 para. 2 no. 1 of
           the AktG in an amount equal to 10% of the share capital for issue to
           financial instrument holders [Contingent Capital 2014], together
           with corresponding amendments to Sec. 4 (Share Capital and Shares)
           para. 6 of the Articles of Association
 
 
Annual General Meeting Documents

The following documents will be available on the Company's
website www.voestalpine.com no later than June 11, 2014 and will also be
available
at the Annual General Meeting:
·           Annual financial statements,
·           Corporate governance report,
·           Consolidated financial statements,
·           Management report (combined with the group management report),
·           Proposal with respect to the distribution of profits,
·           Report of the Supervisory Board,
in each case for business year 2013/14;
·           Resolution proposals for agenda items 2-10
·           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 8
·           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 9 and 10
·           Articles of Association with proposed amendments in track changes
            mode
·           Proxy authorisation form
·           Proxy cancellation form
·           Complete text of this invitation.
 
Information on shareholder rights under Secs. 109, 110, 118 and 119 of the 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 11,
2014 only to the address voestalpine-Strasse 1, 4020 Linz, Attn. Dr. Christian
Kaufmann, Head of Legal and Corporate Matters. 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
shareholder has 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.
 
Shareholders whose combined holdings represent at least 1 % of the share capital
have the right to submit resolution proposals in in text form (in writing but no
signature required) 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. Such requests
must be delivered to the Company in text form no later than June 23, 2014 either
by fax to +43 (0) 50304 55 5872 or to the address voestalpine-Strasse 1, 4020
Linz, Attn. Dr. Christian Kaufmann, Head of Legal and Corporate Matters or by e-
mail to christian.kaufmann@voestalpine.com, in which case such request submitted
in text form, such as a pdf file, must be sent as an attachment to the e-mail.
In the case of a nomination of a candidate for election to the Supervisory
Board, instead of a statement of reasons, a statement by the candidate must be
submitted in accordance with Sec. 87 para. 2 of the AktG. 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.
 
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. 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.
 
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 address Investor Relations Department,
voestalpine-Strasse 1, 4020 Linz, Attn. Mr. Peter Fleischer or by e-mail
to IR@voestalpine.com or by fax to +43 (0) 50304 55 5581.
 

Presenting motions at the Annual General Meeting

Regardless of the number of shares held, every shareholder has the right to make
motions on any agenda item during the Annual General Meeting. However, a
shareholder motion to nominate a candidate for election to the Supervisory Board
requires timely submission of a resolution proposal in accordance with Sec. 110
of the AktG: Candidates for election to the Supervisory Board (Agenda Item 6)
can only be nominated by shareholders whose combined holdings represent at least
1% of the share capital. The Company must receive such nominations no later than
June 23, 2014, in the manner described above. Each candidate nomination must be
accompanied by a statement in accordance with Sec. 87 para. 2 of the AktG by the
candidate on his or her professional qualifications, professional or comparable
positions held, and all circumstances that could provide reasonable grounds to
suspect partiality.
 
Additional information on these shareholder rights, which are provided for in
Secs. 109, 110, 118 and 119 of the AktG, is currently available on the Company's
website www.voestalpine.com.
 
QUALIFYING DATE AND RIGHT TO ATTEND THE ANNUAL GENERAL MEETING

Under Sec. 111 of the AktG, the right to attend the Annual General Meeting, the
right to exercise voting rights and other shareholder rights that can be
exercised at the Annual General Meeting are based on share ownership at the end
day on June 22, 2014 (record date).
 
The Annual General Meeting may only be attended by persons who are shareholders
on the record date and provide proof of this 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 27, 2014only to one of the following addresses.
 

By mail             voestalpine AG
(in written form)   Legal and Corporate Matters
                    Attn. Dr. Christian Kaufmann
                    voestalpine-Strasse 1
                    4020 Linz
By fax:             +43 (1) 8900 500 - 57
By e-mail:       anmeldung.voestalpine@hauptversammlung.at; however, only
                    with a qualified electronic signature in accordance with
                    Sec. 4 para. 1 of the SignaturG (Austrian Digital Signature
                    Act)
By SWIFT:           GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must 
                    be indicated in the text
 

Deposit certificates in accordance with Sec. 10a of the AktG

The deposit certification must be issued by a custodian financial institution
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: name or company name and address or a
            code commonly used in dealings  between banks (BIC),
·           Information on the shareholder: name or company name, address, date
            of birth for natural persons, and register and register number, if
            applicable,for legal entities,
·           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 deposit certificate providing proof of share ownership must refer to the
record date June 22, 2014 (end of this day) indicated above.
 
The deposit certificate will be accepted in German or English.
 

By registering for the Annual General Meeting and/or submitting a deposit
certificate shareholders will not be prevented from freely disposing of their
shares. However, in case of a transfer of shares only the person who was a
shareholder on the record date has the right to attend the Annual General
Meeting. 
 
Declaration of invalidity of physical share certificates

It was reported in the 21st Annual General Meeting of voestalpine AG that
voestalpine AG is required to replace all outstanding bearer share certificates
(physical share certificates) with a global certificate and deposit this global
certificate with Oesterreischische Kontrollbank AG (OeKB). Based on an approval
of April 19, 2013, by the Regional Court of Linz (Landesgericht Linz), three
notices were published in the Official Gazette of the Wiener Zeitung newspaper
requesting that all shareholders of the Company holding physical bearer ordinary
share certificates submit their certificates no later than October 23, 2013, and
the Management Board adopted a resolution on November 4, 2013 declaring the
physical bearer share certificates that had not been submitted to be invalid in
accordance with Sec. 67 of the AktG in combination with Sec. 262 para. 29 of the
AktG; the notice to this effect was published in the Official Gazette of the
Wiener Zeitung newspaper on November 8, 2013.
 
The declaration of invalidity rendered these physical share certificates
invalid, which means that their holders do not have the right to attend the
Annual General Meeting of voestalpine AG and exercise voting rights.
Shareholders who still have physical share certificates can submit the invalid
share certificates to UniCredit Bank Austria AG, Schottengasse 6-8, 1010 Vienna,
as receiving agent, or their custodian financial institution during normal
business hours with a request for a credit to their securities account equal to
the number of shares submitted. To ensure they have the right to attend the
upcoming Annual General Meeting, shareholders must do this early enough that the
securities account credit is performed no later than the qualification date,
June 22, 2014.
 
REPRESENTATION BY PROXY

Every shareholder who has the right to attend the Annual General Meeting has the
right to appoint a proxy who can attend the Annual General Meeting on behalf of
the shareholder and has the same rights as the shareholder she/he represents.
 
Proxy authorisation must be granted to a specific person (natural person or
legal entity) in text form; more than one person may also be authorised.
 
The proxy authorisation must be delivered to the Company only to one of the
following addresses:
 

By post               voestalpine AG
                      Legal and Corporate Matters
                      Attn. Dr. Christian Kaufmann
                      voestalpine-Strasse 1
                      4020 Linz
By fax:               +43 (1) 8900 500 - 57
By e-mail:         anmeldung.voestalpine@hauptversammlung.at; the proxy
                      authorisation in text form, for example as pdf file,
                      must be attached to the e-mail
By SWIFT:             GIBAATWGGMS - Message Type MT598; ISIN AT0000937503 must 
                      be indicated in the text
In person:            During registration at the location of the Annual General
                      Meeting
 
Proxy authorisation and proxy cancellation forms will be sent upon request and
may be downloaded from the Company's website at www.voestalpine.com.
 
Unless the proxy authorisation is handed over in person during registration on
the date of the Annual General Meeting, it must be delivered to the Company no
later than 4 p.m on July 1, 2014.
 
The rules indicated above with respect to proxy authorisation apply similarly to
proxy cancellation.
 
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 Dr. Wilhelm Rasinger to represent
shareholders at this Annual General Meeting. A special proxy form for
authorising Dr. Wilhelm Rasinger may be downloaded from the Company's website
atwww.voestalpine.com and must be delivered to the Company only to one of the
addresses indicated above for delivery of proxy authorisations. Shareholders may
also contact Dr. Wilhelm Rasinger directly at IVA by phone +43 1 8763343 0, fax
+43 1 8763343 39 or e-mail rasinger@iva.or.at.
Shareholder must provide Dr. Wilhelm Rasinger with instructions on how he (or a
sub-proxy authorised by Dr. Wilhelm Rasinger) is to exercise their voting
rights. Dr. Wilhelm Rasinger only exercises voting rights based on the
instructions given by the shareholder. Without explicit instructions, Dr.
Wilhelm Rasinger will not exercise voting rights based on the proxy
authorisation.
 
Total number of shares

On the date the Annual General Meeting was convened, the Company had share
capital of EUR 313,309,235.65 divided into 172,449,163 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 of the AktG whereof 8,675 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 172,411,891 shares giving their owners the right to attend and
vote at the Annual General Meeting. There are no other classes of shares.
 
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.
 
Shareholders who did not receive admission cards or copies of the deposit
certificates from their custodian financial institution are requested to bring
valid official photo identification to the Annual General Meeting.
 
Internet broadcast of part of the Annual General Meeting
Shareholders of the Company and interested members of the public may follow the
speech by the Chairman of the Management Board at the Annual General Meeting on
July 2, 2014 live on the Internet atwww.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 2014
The Management Board
 
 
 
Disclaimer
This English invitation is a translation from the German language version and
for convenience purposes only. In the event of conflict with the German language
version, the German language version shall prevail.


Further inquiry note:
DI Peter Fleischer
Head of Investor Relations
Tel.: +43/50304/15-9949
Fax:  +43/50304/55-5581
mailto:peter.fleischer@voestalpine.com
http://www.voestalpine.com

end of announcement                               euro adhoc 
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issuer:      voestalpine AG
             voestalpine-Straße  1
             A-4020 Linz
phone:       +43 50304/15-9949
FAX:         +43 50304/55-5581
mail:     IR@voestalpine.com
WWW:      www.voestalpine.com
sector:      Metal Goods & Engineering
ISIN:        AT0000937503
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

Original-Content von: voestalpine AG, übermittelt durch news aktuell

Weitere Meldungen: voestalpine AG

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