AGM Information • Feb 4, 2021
AGM Information
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DGAP-News: PIERER MobilityAG/Announcement of the Convening of the General Meeting 04.02.2021 / 15:19 Announcement of the Convening of the General Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.
PIERERMobilityAG FN78112 x withits registeredoffice inWels ISIN:AT0000KTMI02
to be held on the Friday, February26, 2021 at 11:00 a.m. in the KTMMotohall, KTMPlatz1, 5230 Mattighofen
The Executive Board has decided, in order to protect shareholders and other participants, to make use of the option of a virtual general meeting also for this extraordinarygeneral meeting.
The general meeting of PIERER MobilityAGon February26, 2021 will be held as a 'virtual general meeting' in accordance with the § 1 para. 2 COVID-19-GesGin the current version, taking into account the interests of both the companyand the participants.
This means that the shareholders andtheir representativeswill not be able tobe physicallypresent at the general meeting of PIERER MobilityAGon February26, 2021, in order not to endanger the health of the participants. We expresslypoint out that it is not possible for shareholders to come to the venue of the general meeting themselves.
The general meeting will be held in the physical presence of the chairman of the SupervisoryBoard, the chairman of the Executive Board and other members of the Executive Board, the certifying notaryand the four special proxies designated bythe companyat 5230 Mattighofen, KTMPlatz1.
The holding of the extraordinarygeneral meeting as a virtual general meeting in accordance with the COVID-19-GesVleads to modifications in the otherwise usual course of the general meeting and in the exercise of shareholders' rights. Voting rights, the right to submit motions and the right to raise objections shall be exercised exclusivelybygranting power of attorneyand issuing instructions to one of the special proxies proposed bythe companypursuant to § 3 para. 4 of the COVID19-GesV.
The right to information maybe exercised during the virtual general meeting bythe shareholders themselves bywayof electronic communication, exclusivelyin text form bye-mail directlyto the e-mail address [email protected].
Pursuant to § 3 para. 4 COVID-19-GesVin conjunction with § 102 para. 4Austrian Stock CorporationAct, the general meeting will be broadcasted in full on the Internet in real time in audio and video form.
This is allowed under data protection lawwith regard to the legal basis of § 3 para. 4 COVID-19-GesVand § 102 para. 4Austrian Stock CorporationAct.
All shareholders of the companywill be able to followthe general meeting on February26, 2021 from around 11:00 a.m. using appropriate technical aids on the internet atwww.pierermobility.com (under Investor Relations /General Meeting) as a virtual general meeting. No registration or login is required to followthe general meeting.
Bybroadcasting the general meeting on the Internet, all shareholders who so wish have the opportunityto followthe proceedings of the general meeting in real time through this acoustic and visual link and to followthe presentation bythe Executive Board and the answers to shareholders' questions.
It is pointed out that this live transmission as a virtual general meeting does not enable remote participation (§ 102 para. 3 no. 2Austrian Stock CorporationAct) and remote voting (§ 102 para. 3 no. 3 and § 126Austrian Stock CorporationAct) and that the transmission on the Internet is not a two-wayconnection.
It is also pointed out that the companyis onlyresponsible for the use of technical means of communication to the extent that these are attributable to its sphere.
In addition, reference is made to the information on the organizational and technical requirements for participation pursuant to § 3 para. 3 in connection with § 2 para. 4 COVID-19-GesV('Participation Information'). This will be made available on the website of the companyat www.pierermobility.com byFebruary5, 2021 at the latest.
1. Resolution on the amendment of theArticles ofAssociation in § 8
The following documents will be available on the internet byno later than February5, 2021 atwww.pierermobility.com under Investor Relations /General Meeting:
information on the organizational and technical requirements for participation pursuant to § 3 para. 3 in connection with § 2 para. 4 COVID-19-GesV('Participation Information')
Proposed resolutions bythe Executive Board and SupervisoryBoard regarding the agenda items
-Articles ofAssociation in amendment mode
The entitlement to participate in the general meeting and to exercise the voting right and other shareholder rights to be asserted during the course of the general meeting according to the COVID-19-GesVis based on the shareholding at the end of the tenth dayprior to the date of the general meeting, i.e. the shareholding on Tuesday, February16, 2021,midnight (recorddate).
Onlypersons who are shareholders on this date and who provide evidence of this to the companyare entitled to participate in the virtual general meeting.
In the case of deposited bearer shares, a safe custodyreceipt pursuant to § 10a of theAustrian Stock CorporationAct shall suffice as evidence of share ownership on the record date, and this must be received bythe companyno later than February23, 2021 exclusivelyat one of the addresses listed below:
Byfax: +43 (0) 1/8900-500-76 Per mail or PIERER MobilityAG courier: FAOMs. Mag. Michaela Friepeß Edisonstraße 1 4600 Wels, UpperAustria or
bye-mail: [email protected],wherebythe safe custodyreceipt must be attached to the e-mail, for example as a PDFfile.
bySWIFT:GIBAATWGGMS; Message Type MT598 or MT599, it is essential to specifyISINAT0000KTMI02 in the text
Link to the creation of a safe custodyreceipt according to § 10a of theAustrian Stock CorporationAct (onlyfor custodian banks): https://www.hauptversammlung.at/\_hvatnew/coh.php?hv=5104&lang=e
The safe custodyreceipt must be issued bythe custodian bankwith its registered office in a member state of the European Economic Area or in a full member state of the OECDand must contain the following information:
information about the issuer: name/companyname and address or a code commonlyused in transactions between banks (SWIFT code),
information about the shareholder: name/companyname, address, date of birth in the case of natural persons, register and register number in the case of legal entities, if applicable,
information about the shares: number of shares (ISINAT0000KTMI02) of the shareholder,
securities account number or other designation,
time/period to which the safe custodyreceipt relates.
The safe custodyreceipt as evidence of the shareholding for participation in the general meeting must refer to the above-mentioned record date of February16, 2021,midnight.
The safe custodyreceiptwill be accepted in German or English.
The appointment of a special votingproxycannot be validlymadewithout a deposit confirmationbeingreceivedbythe companyin due time. Shareholders are requested to contact their depositarybank and arrange for the issue and transmission of a deposit confirmation. Shareholders will not be blocked byregistering for the general meeting or bysending a safe custodyreceipt; shareholders maytherefore continue to freelydispose of their shares even after registering or sending a safe custodyreceipt.
Each shareholder who is entitled to attend the general meeting and has provided evidence of this to the companyin accordance with the stipulations in this convening notice, Item IV, has the right to authorize a special proxy.
Pursuant to § 3 para. 4 COVID-19-GesV, the submission of a resolution, the casting of votes and the lodging of an objection at this virtual general meeting of PIERER MobilityAGon February26, 2021 mayonlybe made byone of the special proxies.
The following persons,who are suitable and independent of the company, are proposed as special proxies:
c/o Öffentliche Notare Mag. Huemer &Dr. Lumerding Stadtplatz19, 5230 Mattighofen phone: +43 7742 2237 e-mail: [email protected]
c/o IVAInteressenverband fürAnleger Feldmühlgasse 22/4,A-1130 phone: +43 664 213 87 40 e-mail: [email protected]
c/o Stossier Heitzinger Rechtsanwälte
c/o TaylorWessing e|n|w|c Natlacen Walderdorff Cancola Rechtsanwälte GmbH Schwarzenbergplatz7, 1030 Wien phone: +43 1 716 55 0 e-mail: [email protected]
Each shareholder mayselect one of the above-mentioned persons as special proxyand grant this person power of attorney.
Aseparate proxyformcan be downloaded from the company's website atwww.pierermobility.com/investor-relations/hauptversammlung/ for granting power of attorneyto the special proxies. It is requested to use this proxyform.
For the granting of proxy, the transmission options and deadlines provided for this purpose, the regulations contained in the participation informationmust be observed.
Personal deliveryof the proxyat the place of the meeting is expresslyexcluded.
Shareholders whose shares together amount to 5%of the share capital, and who have held these shares for at least three months prior to making the request, mayrequest in writing that additional items be addedtothe agenda of this general meeting and be published, provided that this request is received bythe companyin writing no later than February7, 2021 at the address Edisonstraße 1, 4600 Wels, FAOMs. Mag. Michaela Friepeß. The application must be submitted to the companyin writing, i.e. in signature form byenclosing a signature in a legallybinding manner. Each agenda item must include a proposal for a resolution and a statement of reasons. In the case of deposited bearer shares, the presentation of a safe custodyreceipt in accordance with § 10a of theAustrian Stock CorporationAct, confirming that the shareholders making the request have held the shares for at least three months prior to making the request and that the receipt must not be older than seven days at the time of presentation to the company, shall suffice as proof of share ownership. With regard to the other requirements for the safe custodyreceipt, please refer to the statements made on the right to participate.
Shareholders whose shares together amount to 1%of the share capital maysubmit proposals for resolutions on anyitem on the agenda in text form, together with a statement of reasons, and mayrequest that these proposals, together with the names of the shareholders concerned, the statement of reasons to be attached and anystatement bythe Executive Board or the SupervisoryBoard, be made available on the company's website, provided that this request is made in text form no later than February17, 2021, either byfaxto +43 (0) 1/8900-500-76, bymail to PIERER MobilityAG, Edisonstraße 1, 4600 Wels, UpperAustria, FAOMs. Mag. Michaela Friepeß, or byemail to [email protected],wherebythe request must be attached to the e-mail in text form, for example as a PDF. It must be clearlyexpressed that the intention of the shareholders is to inform not onlythe company, but also their fellow shareholders in advance of an intended motion and its reasons via the company's website. In the case of bearer shares deposited with a custodian, the presentation of a safe custodyreceipt pursuant to § 10a of theAustrian Stock CorporationAct shall suffice as proof of the shareholder status for exercising this shareholder right; such receipt shall not be older than seven days at the time of its presentation to the company. The proposed resolution must relate to a specific agenda item. It must be substantiated and must not lead to a resolution of the general meeting that contravenes the lawor the articles of association. The proposed resolution must also not be published on the website if, among other things, it contains an insult (§ 115 of theAustrian Criminal Code) or similar. With regard to the other requirements for the safe custodyreceipt, please refer to the statements made on the right to participate.
Information on matters concerning the companyis to be given to everyshareholder on demand at the general meeting, insofar as such information is necessaryfor the factual assessment of an item on the agenda. The dutyto provide information also extends to the company's legal and business relationships with an affiliated companyas well as to the position of the Group and the companies included in the consolidated financial statements. Information need not be provided if, according to reasonable commercial judgment, it is of a nature that maycause substantial harm to the companyor an affiliated company, or if providing itwould be a criminal offense. Further, information need not be provided where it has been constantlyavailable in question-and-answer form on the company's website for at least seven days before the start of the general meeting.
Express reference is made to the fact that the right toinformationpursuant to § 118 of theAustrian Stock CorporationAct can be exercised bythe shareholders themselves duringthe virtual generalmeetingexclusivelybysending questions bye-mail directlyto the company exclusivelyat the e-mail address [email protected].
Shareholders are requested to submit all questions inadvance intext formbye-mail to the address [email protected] in good time for them to reach the companyno later than February23, 2021.
This will enable the Executive Board to prepare as accuratelyas possible and to respond quicklyto the questions asked.
Please use the question form,which will be available on the company's website atwww.pierermobility.com no later than February5, 2021.
Once again, it is expresslypointed out that the right to information pursuant to § 118Austrian Stock CorporationAct maybe exercised by the shareholders themselves during the general meeting exclusivelybysending questions bye-mail directlyto the companyat the e-mail address [email protected].
Please note that appropriate time limits maybe set bythe Chairman for this during the general meeting.
More detailed information and modalities for exercising the shareholders' right to information pursuant to § 118Austrian Stock Corporation Actwill be set out in the participationinformation.
Each shareholder is entitled to submit motions at the general meeting in accordance with the COVID-19-GesGand the COVID-19-GesV through his special voting proxyfor each item on the agenda.
The requirement for this is proof of entitlement to attend in accordance with item IV. of this convocation and the granting of a corresponding power of attorneyto the special voting proxyin accordance with item V. of this convocation.
Further information and modalities for exercising the shareholders' right to submit motions in accordance with § 119Austrian Stock CorporationActwill be set out in the participationinformation.
PIERER MobilityAGprocesses personal data of shareholders or their proxies and other persons participating in the general meeting (the 'Participants'), in particular name, address, date of birth, number of securities account, number of shares, class of shares, if applicable, number of voting card, on the basis of the applicable data protection laws and theAustrian Stock CorporationAct, in order to enable them to exercise their rights in the context of the general meeting.
PIERER MobilityAGreceives this data, among other things, from the depositarybank forms or from the participants themselves on the occasion of registration for the general meeting and/or granting of proxies. Participants are generallyobliged to provide PIERER Mobility AGwith the required information. The processing of personal data of participants is necessaryfor the participation in the general meeting as well as for its proper preparation, execution and follow-up. PIERER MobilityAGis the responsible entityfor the processing. The legal basis for the processing is compliance with legal obligations pursuant toArticle 6 para. 1 lit. c) of the General Data Protection Regulation or the protection of legitimate interests of the companyor a third partywithin the meaning ofArticle 6 para. 1 lit. f) of the General Data Protection Regulation. The service providers and processors of PIERER MobilityAG,which are commissioned for the purpose of organizing the general meeting, shall receive from PIERER MobilityAGonlysuch personal data as are necessaryfor the performance of the commissioned service and shall process the data exclusivelyin accordance with the instructions of PIERER MobilityAG. In fulfilment of the legal obligation, PIERER MobilityAGalso transmits personal data of shareholders and their proxies to public authorities, the CompanyRegister, etc.
The data of the participants will be deleted after the end of the respective applicable statutoryperiods. In addition to statutoryretention and documentation periods, the statutorylimitation periods, in particular under the General Civil Code (ABGB),which in certain cases can be up to 30 years, must be taken into account in the storage period.
Each participant has a right of access, rectification, restriction, objection and deletion at anytime regarding the processing of personal data concerning him or her, as well as a right to data transfer in accordance with chapter III of the General Data Protection Regulation.
Participants mayassert these rights free of charge against PIERER MobilityAGusing the following contact details:
PIERERMobilityAG Edisonstraße 1 4600 Wels,Österreich e-mail:[email protected]
In addition, participants have a right of appeal to the data protection supervisoryauthoritypursuant toArticle 77 of the General Data Protection Regulation. Further information on data protection can be found on the website of PIERER MobilityAGwww.pierermobility.com.
At the time of convening of the general meeting, the company's share capital of EUR22,538,674.00 is divided into 22,538,674 no-par value bearer shares. Each share confers one vote. The companyholds 193.340 treasuryshares at the time the general meeting is convened. The companyhas no rights arising from this. The total number of shares with entitlement to participate and vote at the general meeting is 22,345,334 at the time the general meeting is convened. There is onlyone class of shares.
With regard to the procedure for the general meeting, reference is made to the information on the organizational and technical requirements for participation in the virtual general meeting,which will be accessible on the company's website atwww.pierermobility.com from February5, 2021.
Wels, February2021 The Executive Board
This is a working translation from the German language provided for purposes of convenience only. In case of any inconsistency, the German version shall prevail.
04.02.2021 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | PIERER MobilityAG |
| Edisonstrasse 1 | |
| 4600 Wels | |
| Austria | |
| Phone: | +43 (0) 7242 69 402 |
| E-mail: | [email protected] |
| Internet: | www.pierermobility.com |
| ISIN: | AT0000KTMI02 |
| WKN: | A2JKHY |
| Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, |
| Dusseldorf, Munich, Stuttgart, Tradegate Exchange |
Valorennummer (Schweiz): 41860974 Wertpapierkürzel: PMAG, Bloomberg: PMAGSE, PMAGGYReuters: PMAG.S
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