AI assistant
DO & CO AG — AGM Information 2020
Dec 23, 2020
740_rns_2020-12-23_68e00be4-c409-41c5-b6c1-6d4b75f8e64f.pdf
AGM Information
Open in viewerOpens in your device viewer
DGAP-News:DO&COAktiengesellschaft /Announcement of the Convening of theGeneral Meeting 23.12.2020 / 14:28 Announcement of the Convening of theGeneral Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.
DO&COAktiengesellschaft Vienna, companynumber FN156765 m ISINAT0000818802
Invitationtothe ExtraordinaryGeneral Shareholders' Meetingof DO&COAktiengesellschaft (\"Gesellschaft\") on Friday, 15 th January2021 tobe heldat 12:00 o'clock at 1010 Vienna, Mahlerstraße 9
I.CONDUCTINGTHEORDINARYGENERALMEETINGASAVIRTUALMEETINGWITHOUTTHEPHYSICALPRESENCEOFTHE SHAREHOLDERS
1.Corporate LegalCOVID-19-Law [\"Gesellschaftsrechtliches COVID-19-Gesetz\"] (COVID-19-Law [\"COVID-19-GesG\"]) and Corporate legalCOVID-19-Decree [\"Gesellschaftsrechtliche COVID-19-Verordnung\"] (COVID-19-Decree [\"COVID-19-GesV\"])
For the protection of the shareholders and other participants the Management Board decided to make use of the newlegal provisions regarding virtual General Shareholders' Meetings also for this ExtraordinaryGeneral Shareholders' Meeting.
TheGeneral Shareholders' Meeting ofDO&COAktiengesellschaft on 15 th January2021 will he conducted as a \"virtual shareholders' meeting\" on the basis of § 1 para 2 of the COVID-19-Law[\"§ 1 Abs 2 COVID-19-GesG\"] as amended bytaking into account the interests both of the companyand of the participants.
This means that for purposes of protecting the health with regard to theGeneral Shareholders' Meeting ofDO&COAktiengesellschaft on 15 th January2021 shareholders maynot be physicallypresent.
The Management Board asks for understanding that the shareholders maynot attend theGeneral Shareholders' Meeting on 15 th January 2021 in person.
TheGeneral Shareholders' Meeting will take place with the attendance of the Chair of the SupervisoryBoard, the Chair of the Management Board as well as the other member of the Management Board, the recording NotaryPublic and four special proxyholders determined by the Companyat 1010 Vienna, Mahlerstraße 9.
The exercise of the voting right, the right to submit motions and the right to raise an objection mayonlybe exercised byissuing a power of attorneyand a respective instruction to one of the special proxyholders nominated bythe Companypursuant to Section 3 para 4 of the COVID-19-Decree [\"§ 3 Abs 4 COVID-19-GesV\"].
The information right maybe exercised during the virtual General Shareholders' Meeting bythe shareholders themselves bywayof electronic communication, that is exclusivelyin writing bye-mail directlyto the e-mail address [email protected] of the Company.
2. Transmissionof theGeneral Shareholders' Meetingvia internet
TheGeneral Shareholders' Meeting maybe entirelytransmitted in pictures and sound in real time via internet pursuant to Section 3 para 4 COVID-19-Decree in combination with Section 102 para 4 of the StockCorporationAct [\"§ 3 Abs 4 COVID-19-GesViVm § 102 Abs 4 AktG\"].
This is permissible pursuant to data protection rules with regard to Section 3 para 4 COVID-19-Decree and Section 102 para 4 of the StockCorporationAct.
All shareholders of the Companymaywatch theGeneral Shareholders' Meeting on 15 th January2021 starting at approximately12:00 o'clock byusing the respective technical means via internet underwww.doco.comas a virtual General Shareholders' Meeting.A registration or login are not required in order to be able to watch the virtual General Shareholders' Meeting.
Bywayof the transmission of theGeneral Shareholders' Meeting via internet all shareholders wishing to do so have the chance to watch theGeneral Shareholders' Meeting bywayof an acoustic and optical one-wayconnection in real time and to watch the presentation of the Management Board and the answering of the shareholders' questions.
Furthermore, please note that the life transmission as a virtual General Shareholders' Meeting does not provide for a participation via distance (Section 102 para 3 no. 2 StockCorporationAct [\"§ 102 Abs 3 Z2 AktG\"]) and for nor exercise of voting rights via distance (Section 102 para 3 no. 3 StockCorporationAct [\"§ 102 Abs 3 Z3 AktG\"] and Section 126 StockCorporationAct [\"§ 126 AktG\"]) and that the transmission via internet is no two-way-connection.
Furthermore, please note that the Companyis onlyresponsible for the use of technical communication means insofar as theyare allocated to its sphere.
Furthermore, reference is made to the information on the organisational and technical requirements for participating pursuant to Section 3 para 3 in combination with Section 2 para 4 COVID-19-Decree [\"§ 3 Abs 3 iVm § 2 Abs 4 COVID-19-GesV\"] (\"informationfor participants\").
II.AGENDA
1.Resolution on the authorization of the Management Board to issue pursuant to Section 174AktGconvertible bonds which grant subscription and/or conversion rights to shares of the Company, including a resolution on the exclusion of the statutorysubscription right of shareholders relating to such convertible bonds
2.Resolution on the conditional increase of the share capital of the Companypursuant to Section 159 para. 2 no. 1AktGfor the purpose of issuing to creditors of financial instruments (convertible bonds) (\"Conditional Capital 2021\") with cancellation of the \"Conditional Capital 2008/2013\" pursuant to the resolutions adopted under Item 8 of theAgenda of the 10thOrdinaryGeneral Meeting of Shareholders and under Item 8 of theAgenda of the 15hOrdinaryGeneral Meeting of Shareholders and resolution on a corresponding amendment of clause 5 (4) of theArticles ofAssociation
III.DOCUMENTSFORTHEGENERALSHAREHOLDERS' MEETING;PROVISIONOFINFORMATIONONTHECOMPANY'S WEBSITE
The following documents in particular will be available on the Company's website www.doco.com by24 th December 2020 at the latest:
-
information on the organizational and technical requirements for participation pursuant to Section 3 para 3 in combination with Section 2 para 4 COVID-19-Decree [\"§ 3 Abs 3 iVm § 2 Abs 4 COVID-19-GesV\"] (\"informationfor participants\"),
-
proposals for resolutions onAgenda items 1-2,
clause 5 (4) of theArticles ofAssociation
-
Report of the Management Board pursuant to Section 174 para 4 StockCorporationAct [\"§ 174 Abs 4 AktG\"] in combination with Section 153 para 4 StockCorporationAct [\"§ 153 Abs 4 AktG\"] onAgenda item1 (exclusion of the subscription right of shareholders when issuing convertible bonds pursuant to Section 174 para 4 StockCorporationAct [\"§ 174 Abs 4 AktG\"])
-
proxyform for the special proxyholders pursuant to Section 3 para 4 COVID-19-Decree [\"§ 3 Abs 4 COVID-19-GesV\"],
-
question form,
-
form to revoke power of attorney,
-
complete text of this convocation.
IV.RECORDDATEANDREQUIREMENTSFORPARTICIPATINGINTHEGENERALSHAREHOLDERS' MEETING
The entitlement to participate in the virtual General Shareholders' Meeting and exercise the voting right and other shareholders' rights which maybe exercised during this virtual General Shareholders' Meeting pursuant to the COVID-19-Law[\"COVID-19-GesG\"] and the COVID-19-Decree [\"COVID-19-GesV\"] depends on the possession of shares bythe end of 5 th January2021 (cut-off date). Onlypersons being shareholders on this cut-off date and evidencing this to the Companyare entitled to participate in the virtual General Shareholders' Meeting pursuant to the COVID-19-Law[\"COVID-19-GesG\"] and the COVID-19-Decree [\"COVID-19-GesV\"]. Shares held on the record date must be evidenced bya deposit certificate pursuant to Section 10a StockCorporationAct [\"§ 10a AktG\"], which certificate must be received bythe Companynot later than 12 th January2021 (24 hrs CEST, Vienna Time), solelythrough anyof the following means of communication and to anyof the addresses listed below:
(i) for furnishing the deposit certificate as a text message that meets the criteria ofArticle 17 (3) of theArticles ofAssociation bye-mail [email protected] (please send deposit certificate as a pdf file)
byfaxmessage: +43 (1) 8900 500 - 59
(ii) for furnishing the deposit certificate in its written form bymail or courier DO&COAktiengesellschaft c/o HV-VeranstaltungsserviceGmbH 8242 St. Lorenzen am Wechsel, Köppel 60 bySWIFTGIBAATWGGMS (message type MT598 or MT599, it is essential that ISINAT0000818802 be stated in the text)
Without the deposit certificate timelyreaching the Company, a special proxyholder cannot be effectivelyappointed.
Shareholders are asked to refer to their deposit holding bank and have a deposit certificate issued and submitted. The cut-off date has no consequences on the right to sell shares and has no consequences for the entitlement to dividends.
Deposit certificate pursuant toSection10a Stock CorporationAct [\"§10aAktG\"]
The deposit certificate must be issued bythe deposit-holding bank domiciled in a member state of the European EconomicArea or in a full member ofOECDor byMKKMerkezi Kayit KurulusuA.S.,Reşitpaşa Mahallesi Borsa İstanbul Caddesi No:4, 34467 Sarıyer, Istanbul, Turkey, and it must include the following information:
-
information on the issuer: name and address or code customarilyused for transactions between banks,
-
information on the shareholder: name, address, date of birth if the shareholder is a natural person, register and register number in its state of origin if the shareholder is a legal entity,
-
information on the shares: number of shares held bythe shareholder, ISINAT0000818802 (internationallyused securityidentification number),
-
deposit number or other designation,
-
period of time to which the deposit certificate refers.
In order to serve as proof of share ownership for attendance at theGeneral Meeting of Shareholders, the deposit certificate must refer to the above record date of 5 th January2021 (24 hrs.CEST, Vienna Time).
Deposit certificates are accepted when made out inGerman or English.
V.APPOINTMENTOFASPECIALPROXYHOLDERANDTHEPROCEEDINGSTOBECOMPLIEDWITH
Each shareholder entitled to participate in the virtual General Shareholders' Meeting pursuant to the COVID-19-Law[\"COVID-19-GesG\"] and the COVID-19-Decree [\"COVID-19-GesV\"] and having evidenced this to the Companypursuant to the provisions in Section IV. of this invitation has the right to appoint a special proxyholder.
The filing of a motion, the exercise of the voting rights and the raising of an objection in this virtual General Shareholders' Meeting ofDO& COAktiengesellschaft on 15 th January2021 mayonlybe exercised bya special proxyholder pursuant to Section 3 para 4 COVID-19- Decree [\"§ 3 Abs 4 COVID-19-GesV\"].
The following persons who are qualified and independent from the Companyare proposed as special proxyholders:
(i) Mag. EwaldOberhammer c/oOberhammer RechtsanwälteGmbH 1010 Wien, Karlsplatz3/1 tel.no. +43 1 503 300 0 e-mail-address [email protected]
(ii) Dr.Christian Temmel, MBA c/o DLAPiper Weiss-Tessbach RechtsanwälteGmbH 1010 Wien, Schottenring 14 tel.no. +43 1 531 781 505 e-mail-address [email protected]
(iii) Dr.Christoph Nauer, LL.M.
c/o bpvHügel RechtsanwälteGmbH 2340 Mödling, Enzersdorferstraße 4 tel.no. +43 2236 893 377 e-mail-address [email protected]
(iv) Dipl.-Volkswirt,Dipl.-Jurist Florian Beckermann, LL.M. c/o Interessenverband fürAnleger, IVA 1130 Wien, Feldmühlgasse 22 tel.no. +43 1 876 33 43 - 30 e-mail-address [email protected]
Each shareholder maychose one of the four above mentioned persons as their special proxyholder and maygrant a power of attorneyto such person.
For granting a power of attorneyto the special proxyholders a special power of attorneyformcan be downloaded fromthewebsite of the companyunderwww.doco.com. Please use this power of attorneyform.
The provisions set forth in the informationfor participants have to be complied with with regard to issuing the power of attorney, transmitting such and regarding the timeline.
Apersonal submission of the power of attorneyat the place of the meeting is explicitlyexcluded.
VI. INFORMATIONREGARDINGSHAREHOLDERS' RIGHTSUNDERSECTIONS109, 110, 118 AND119 STOCKCORPORATIONACT[\"§§ 109, 110, 118 UND119 AKTG\"]
1. Shareholders' request toadditems tothe Agenda pursuant toSection109 Stock CorporationAct [\"§ 109 AktG\"] Shareholders whose shares together make up 5%of the share capital and who acquired their shares not later than three months before filing the request are entitled to request, in writing, the placing and notification of additional items onthe agenda of this General Shareholders' Meeting, provided that such request is received in writing bythe Companynot later than 27 th December 2020 (24 hrs CEST, Vienna Time), solelyat its address in A-1010 Vienna, Stephansplatz 12, att. Mr MaximilianNausch.Anyitem thus requested to be placed on the agenda must be submitted together with a proposal for its wording and reasons given therefor. The item on the agenda and the proposal for resolution, but not its reasoning, must in anycase also be inGerman. In order to prove ownership of shares, a deposit certificate pursuant to Section 10a StockCorporationAct [\"§ 10a AktG\"] must be submitted, certifying that the shareholders submitting the request have owned the shares for at least three months prior to submission of the request,which certificate must not be older than seven days as of the time of its submission to the Company. More than one deposit certificates regarding shares,which onlysummed up reach the quota of 5%of the share capital needs to refer to the same date (day, time).
As regards other requirements to be met bythe deposit certificates please note the information given on the rules governing attendance of theGeneral Shareholders' Meeting (Item IV).
2. Shareholders' proposals for resolutions onanyitemof the agenda pursuant toSection110 Stock CorporationAct [\"§ 110 AktG\"] Shareholders whose shares together make up 1%of the share capital are entitled to submit proposals for resolutions on anyitem of the agenda,worded and provided with a reasoning, and request that these proposals, together with the names of such shareholders, their reasoning and, possibly, a comment bythe Management Board or SupervisoryBoard, be published on the Company's internet site as noted in the CompanyRegister, provided that the wording of such request is received bythe Companynot later than
5 th January2021 (24 hrs,CEST, Vienna Time), either mailed to A-1010 Vienna, Stephansplatz 12, att. Mr MaximilianNausch, or emailed to [email protected],with such request to be sent as a file, e.g. in pdf format, attached to the e-mail. If declarations are required to be made in text form within the meaning of Section 13 para 2 StockCorporationAct [\"§ 13 Abs 2 AktG\"], the declaration must be made in a document or in different manner ofwritten characters suitable for permanent reproduction, the person making the declaration must be named and the conclusion of the declaration must be made recognizable byreproduction of the signature or otherwise. The proposal for resolution, but not its reasoning, must in anycase also be inGerman.
In order to prove ownership of shares, a deposit certificate pursuant to Section 10a StockCorporationAct [\"§ 10a AktG\"] must be submitted,which certificate must not be older than seven days as of the time of its submission to the Company. More than one deposit certificates regarding shares which onlysummed up reach the quota of 1%, need to refer to the same date (day, time).
As regards other requirements to be met bythe deposit certificate please note the information given on the rules governing attendance of theGeneral Shareholders' Meeting (Item IV).
3. Informationright of the shareholders pursuant toSection118 Stock CorporationAct [\"§ 118 AktG\"]
Shareholders are entitled to be informed at theGeneral Shareholders' Meeting upon their request ofCompanyaffairs to the extent necessaryfor their proper assessment of an item on the agenda. The obligation to give information extends to the Company's legal relationship to associated companies and the business situation of theGroup and the companies included in the consolidated financial statements.
Information maybe refused if, in a reasonable entrepreneurial assessment, giving such in-formation would be detrimental to the Companyor anyGroup companyor would be a criminal offence.
Explicit reference is made to the fact that the informationright pursuant to Section 118 of the StockCorporationAct [\"§ 118 AktG\"] during the virtual General Shareholders' Meeting also maybe exercised duringtheGeneral Shareholders Meetingbythe shareholders themselves onlybysubmitting questions bye-mail directlyto the Companyonlyto the e-mail address [email protected].
Shareholders are asked to submit all questions alreadybefore theGeneral Shareholders' Meetinginwrittenformbye-mail to the address [email protected], that means in a wayso that theyreachthe Companyat the latest on 12 th January2021.
Complying with this you enable the Management Board to thoroughlyprepare and quicklyrespond to your questions.
Please use the questionform,which can be downloaded from the website of the Companyunder www.doco.com.
Explicit reference is made to the fact that the information right pursuant to Section 118 StockCorporationAct [\"§ 118 AktG\"] during the General Shareholders' Meeting maybe exercised bythe shareholders themselves onlybysubmitting questions bye-mail directlyonlyto the Companyto the e-mail address [email protected].
Please note that during theGeneral Shareholders' Meeting the Chairmanmaydetermine adequate timelyrestrictions.
All information and modalities on the exercise of the information right of the shareholders pursuant to Section 118 StockCorporationAct [\"§ 118 AktG\"] are set forth in the informationfor participants.
4. Motions byshareholders intheGeneral Shareholders' Meetingpursuant toSection119 Stock CorporationAct [\"§ 119 AktG\"] Each Shareholder is - independent from the amount of shares held - entitled to raise motions in the virtual General Shareholders' Meeting in compliance with the COVID-19-Law[\"COVID-19-GesG\"] and the COVID-19-Decree [\"COVID-19-GesV\"] through their special proxy holder with regard to each item of the agenda.
The conditionfor this is the evidence of the entitlement toparticipate pursuant to Section IVof this invitation andthe issuance of a
respective power of attorneytoa special proxyholder pursuant to Section V. of this invitation.
Further information and modalities on the exercise of the right to file motions of the shareholders pursuant to Section 119 Stock CorporationAct [\"§ 119 AktG\"] are set forth in the informationfor participants.
5. InformationonData Protectionfor the Shareholders
DO&COAktiengesellschaft processes personal data (in particular data pursuant to § 10 a para 2 StockCorporationAct [\"§ 10a Abs 2 AktG\"], that is name, address, date of birth, number of the deposit of securities, number of shares of a shareholder, kind of shares, if required, number of the voting card as well as if applicable name and date of birth of the representative) on the basis of the applicable data protection laws and the StockCorporationAct [\"AktG\"] in order to enable the shareholders to exercise their rights in theGeneral Shareholders' Meeting.
The processing of the personal data of the shareholders is mandatoryfor the participation of the shareholders and their representatives in theGeneral Shareholders' Meeting.DO&COAktiengesellschaft is responsible for the data processing.Article 6 (1) c of theGeneral Data Protection Regulation is the legal basis for the processing.
The service providers ofDO&COAktiengesellschaft,which are mandated for the purpose of organising theGeneral Shareholders' Meeting, onlyreceive such data from DO&COAktiengesellschaft,which theyrequire for providing the mandated service and theyonly process the data in line with DO&COAktiengesellschaft's instructions.
Each shareholder at all times has the right to obtain information, request corrections, restrictions, raise objections and demand the deletion of personal data and mayrequest the transfer of data pursuant to Chapter III of theGeneral Data Protection Regulation. Such rights maybe exercised bythe shareholders free of cost vis-à-vis DO&COAktiengesellschaft via the e-mail address [email protected] or via the following contact details:
DO&COAktiengesellschaft
1010 Vienna, Stephansplatz12
In addition the shareholders have the right to lodge a complaintwith the data protection supervisoryauthoritypursuant toArticle 77 of the General Data Protection Regulation.
You mayreach the Company's data protection officer under:
DO&COAktiengesellschaft Data protection officer Stephansplatz12 1010 Vienna Telefax: + 43 (1) 74 000-1009 E-Mail: [email protected] or [email protected] For further information on data protection please see DO&COAktiengesellschaft's website www.doco.com.'
VII. FURTHERINFORMATION
Total number of shares andvotingrights
At the time of convocation of theGeneral Shareholders' Meeting, the Company's share capital totals € 19,488,000.-, divided into 9,744,000 non-par value bearer shares (\"shares\"). Each share grants the holder one vote. Shares carrying the right to attend and vote thus total 9,744,000 at the time of convocation of theGeneral Shareholders' Meeting.At the time of convocation of theGeneral Shareholders' Meeting, the Companyholds no own shares,whether directlyor indirectly.
Nophysical presence
We again expresslydrawyour attention to the fact that no shareholders and guests mayparticipate in person in the upcomingGeneral Shareholders' Meeting conducted as a virtual General Shareholders' Meeting pursuant to the COVID-19-Decree [\"COVID-19-GesV\"].
Vienna,December 2020 The Management Board
23.12.2020 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | DO&COAktiengesellschaft |
| Stephansplatz12 | |
| 1010 Wien | |
| Austria | |
| Phone: | +43 (1) 535 0644 1010 |
| Fax: | +43 (1) 74000-1089 |
| E-mail: | [email protected] |
| Internet: | www.doco.com |
| ISIN: | AT0000818802 |
| WKN: | 81880 |
| Listed: | Regulated Unofficial Market in Berlin,Dusseldorf, Frankfurt, Munich, Stuttgart, Tradegate |
| Exchange; London, Vienna Stock Exchange (Official Market) |
End ofNews DGAPNews Service