EQS-AGM: Telekom Austria AG: Invitation to the AGM and agenda

EQS-News: Telekom Austria AG / Announcement of the Convening of the
General Meeting
Telekom Austria AG: Invitation to the AGM and agenda

24.05.2024 / 11:12 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Invitation to the

Annual General Meeting

on June 27, 2024

 

 

Telekom Austria Aktiengesellschaft

Company no. 144477t, Commercial Court Vienna

ISIN AT0000720008

 

We are pleased to invite our shareholders to the Annual General Meeting,
which will take place on Thursday, June 27, 2024, at 10:00 a.m. (CEST) at
the company’s seat, A-1020 Vienna, Lassallestraße 9.

 

On the day of the Annual General Meeting the presentation of the agenda
can be viewed via live stream from 10:00 a.m. (CEST) until the general
debate on www.a1.group. After the Annual General Meeting, the recording
will also be available from approx. 5:00 p.m. (CEST).

 

Agenda

 

 1. Presentation of the adopted financial statements and the management
report as well as the consolidated financial statements including the
consolidated management report and the consolidated corporate
governance report, the consolidated non-financial report, the proposal
for appropriation of the net profit and the Supervisory Board report
on the financial year 2023.
 2. Resolution on the appropriation of the net profit shown in the
financial statements for the financial year 2023.
 3. Resolution on the discharge of the members of the Management Board for
the financial year 2023.
 4. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2023.
 5. Resolution on the compensation for the members of the Supervisory
Board for the financial year 2023.
 6. Elections to the Supervisory Board.
 7. Election of the auditors of the financial statements and of the
consolidated financial statements for the financial year 2024.
 8. Resolution on the remuneration policy.
 9. Resolution on the Remuneration Report.
10. Resolution on the amendment of the Articles of Association in the
Sections (§) 3, 5, 13, 15, 17 and 18.

 

Shareholder information:

 

From June 06, 2024 (21 days before the Annual General Meeting) at the
latest, the following documents are available at https://www.a1.group:

 

• consolidated financial statements 2023 and consolidated management
report 2023;
• financial statements of the financial year 2023 and management report
2023;
• consolidated corporate governance report 2023;
• consolidated nonfinancial report 2023;
• proposal of the Management Board for the appropriation of the net
profit;
• Supervisory Board report for the financial year 2023;
• complete text of this invitation to the Annual General Meeting;
• resolution proposals for the agenda by the Management Board and the
Supervisory Board;
• statements of the candidates for the election to the Supervisory Board
according to Sec 87 para 2 Stock Corporation Act;
• Remuneration Report 2023;
• renumeration policy;
• Articles of Association including proposed amendments;
• forms for proxy and revocation of proxy.

 

Additional items to the agenda:

Shareholders whose shares collectively amount to 5% of the share capital
can request that items be placed on the agenda and announced. Each item on
the agenda must be accompanied by a proposal for a resolution including
the reasons (both required in German); in the case of supervisory board
elections, the statement of the proposed person in accordance with Sec 87
para 2 Stock Corporation Act takes the place of the reason. The written
and signed application must be received by Telekom Austria AG, Investor
Relations Department, Lassallestraße 9, 1020 Vienna, by June 06, 2024,
12:00 midnight CEST (21^st day before the Annual General Meeting). The
applicants must have held the shares for at least 3 months before
submitting the application. This must be proven at the same time as the
application by means of a deposit confirmation in accordance with Sec 10a
Stock Corporation Act.

 

Resolution proposals:

Until the end of June 18, 2024 (7^th business day before the Annual
General Meeting), shareholders whose shares total 1% of the share capital
can submit proposals for resolution to the company on any item on the
agenda and request that these proposals be published together with the
names of the relevant shareholders, the attached reasons and any comments
by the Management Board or the Supervisory Board on the Company’s website.
In the case of a proposal for the election of a member of the Supervisory
Board, the statement of the proposed person acc. to Sec 87 para 2 Stock
Corporation Act takes the place of the reason.

 

These documents, including proof of shareholder status, are to be provided
in the form of a deposit confirmation in accordance with Sec 10a Stock
Corporation Act, in text form (by fax to +43 (0) 50 664 9 49040 or by mail
to Telekom Austria AG, Investor Relations Department, 1020 Vienna,
Lassallestraße 9, or by e‑mail to hauptversammlung.2024@a1.group).

 

The company will publish the proposal no later than on the 2^nd working
day after receipt, unless

 

1. it contains no reasons or the declaration according to Sec 87 para 2
Stock Corporation Act is not provided,

2. it would lead to a resolution by the Annual General Meeting, which is
unlawful or in contradiction to the Articles of Association,

3. a similar proposal based on the same circumstances is already made
accessible for the shareholders,

4. the proposal qualifies as slander (Sec 111 Austrian Penal Code) or
libel (Sec 115 Austrian Penal Code) or the Management Board would become
liable to prosecution for making the proposal accessible or

5. the shareholders indicate that they will not attend the Annual General
Meeting and will not be represented by anyone.

 

The reasons do not have to be published on the company’s website, if they
contain more than 5,000 characters or if the statement fulfils one of the
elements in the above-mentioned item 4. If several shareholders deliver
resolution proposals for the same item of the agenda, the Management Board
may summarize the resolution proposals and their reasons. The resolution
proposals including the reasons must be submitted in German.

 

Deposit confirmation when adding further items on the agenda or when
proposing resolutions:

As proof of shareholder status, shareholders have to attach a deposit
confirmation in accordance with Sec 10a Stock Corporation Act in German or
English from the depositary bank with its registered office in a member
state of the European Economic Area or in a full member state of the OECD,
which must not be older than 7 days at the time of submission to the
company. If there are several shareholders who only jointly achieve the
required share ownership of 5% or 1% of the share capital, the deposit
confirmations for all shareholders must refer to the same point in time
(day, time).

 

 

Right to submit motions:

Every shareholder is entitled to submit motions to any item on the agenda
at the Annual General Meeting. Resolution proposals which according to
Sec 110 Stock Corporation Act have been published on the company’s website
shall only be voted on if they are repeated at the Annual General Meeting
as proposals for passing a resolution. For a shareholder to propose the
election of a member to the Supervisory Board, the timely submission of an
election proposal in text form pursuant to Sec 110 Stock Corporation Act,
to be accompanied by a statement pursuant to Sec 87 para 2 Stock
Corporation Act, is mandatory.

 

Right to information:

Upon request at the Annual General Meeting, each shareholder shall be
granted information about the affairs of the company, if necessary to make
possible the correct evaluation of an item on the agenda. The right to
information extends to legal and business relations of the company with
affiliated companies. The right to information also extends to the status
of the group and the companies included in the consolidated financial
statements. Information rendered shall comply with the principles of
diligent and accurate accountability. The information may be refused if

 

1. such information – according to a reasonable economic evaluation –
could be of considerable detriment to the company or to an affiliated
company, or

2. providing the information would constitute an offence.

 

The reason for refusing to provide information must be stated.

 

Participation, deposit confirmation & proxies:

Only persons who are shareholders at the end of June 17, 2024, 12:00
midnight CEST, (record date) and provide the Company with evidence of
their shareholding are entitled to participate in this General Meeting.
Proof of shareholder status is to be provided by means of a deposit
confirmation in German or English. This deposit confirmation must be
issued by the custodian bank which has its registered office in a member
state of the European Economic Area or in a full member state of the OECD
and shall be received by the company by the 3^rd business day prior to the
Annual General Meeting at the latest. Please note that this deadline ends
on June 24, 2024.

 

The deposit confirmations shall be sent to the Company

 

i. in text form according to Sec 16 para 2 of the Articles of Association

per telefax: +43 (0)1 8900 500 50 or

 

per e-mail: anmeldung.telekom@hauptversammlung.at (deposit confirmation by
PDF),

 

ii. in written form and duly signed (official company signature) by mail
or courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH,
Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria,
or

 

via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT0000720008.

 

Submitting the deposit confirmation serves at the same time as
registration for the Annual General Meeting. The deposit confirmation
shall contain the following information:

 

1. the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g., BIC code);

2. the shareholder by reference to name (company name) and address, date
of birth in case of physical persons and in case of legal persons, if
applicable, registry and company registration number under which the legal
person is registered in its country of origin;

3. deposit number or, if not available, an alternative identification;

4. number of shares held by the shareholder, ISIN (please indicate in the
wording
ISIN AT0000720008);

5. explicit confirmation that the deposit confirmation refers to the
record date, which is June 17, 2024, 12:00 midnight (CEST).

 

Shareholders may nominate representatives. The proxy or the revocation of
a proxy may be sent to the company by mail to Telekom Austria AG, c/o
HV-Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242
St. Lorenzen/Wechsel, Köppel 60, Austria, by fax to +43 (0)1 8900 500 50
or by e-mail to anmeldung.telekom@hauptversammlung.at (proxy or
revocation of a proxy attached as a PDF-file). The proxy or the revocation
of a proxy may also be sent via SWIFT as following: SWIFT GIBAATWGGMS,
Message Type MT598 (alternatively 599); please indicate in the wording
ISIN AT0000720008.

 

The proxy or the revocation of the proxy shall be submitted to the company
by Tuesday June 25, 2024, 4:00 p.m. (CEST) on the. Thereafter, the proxy
or the revocation must be brought personally for registration to the venue
of the Annual General Meeting. For the proxy or its revocation at least
text form is required. If the shareholder has granted authority to his
custodian bank, it is sufficient if this bank makes an additional
statement along with the deposit confirmation that the shareholder has
given authority to the bank. In order to facilitate the handling of the
proxies we recommend the use of the forms available on our website.

 

An additional service is available for shareholders: a representative of
the Austrian Shareholder Association IVA, Feldmühlgasse 22/4, A-1130
Vienna, will serve as an independent proxy bound to comply with
instructions from the shareholder in exercising the shareholder’s voting
rights. On the part of IVA, Florian Beckermann has been named to represent
these shareholders. To authorise Florian Beckermann to serve as the proxy,
a special proxy form is available for downloading on the website of the
Company at https://www.a1.group, which must be received by the Company
only at one of the above-mentioned addresses (fax, e-mail, mail, SWIFT).
In addition, it is possible for the shareholder to directly contact
Florian Beckermann by phone at +43 (0) 1 8763343 or by e-mail
florian.beckermann@iva.or.at. 

 

The shareholder is required to precisely instruct Florian Beckermann how
he (or a designated authorised sub-representative) has to exercise the
shareholder’s voting rights. We ask our shareholders to send instructions
directly to beckermann.telekom@hauptversammlung.at. Florian Beckermann
will exercise the voting rights of the shareholder exclusively on the
basis of the instructions submitted by the shareholder. The proxy is to be
considered invalid if no precise instructions are contained in it. Please
note that the proxy does not accept any instructions to speak at the
Annual General Meeting, to raise objections against any resolutions, to
pose questions or to make proposals at the Annual General Meeting.

 

To enable smooth access and security procedure to the meeting, we ask the
participants to arrive at the venue of Telekom Austria AG, Lassallestraße
9, 1020 Vienna, on time before the Annual General Meeting begins. To
identify yourself, please bring along an official photo identification.
The issuance of voting cards will start at 9:00 a.m. (CEST).

 

Please use public transportation (e.g., underground line U1, station
“Vorgartenstraße”).

 

Information on the data privacy of shareholders:

Telekom Austria AG processes the personal data of shareholders (in
particular the information according to Sec 10a para 2 Stock Corporation
Act; i.e. name, address, date of birth, number of the securities custody
account, number of shares held by the shareholder, type of share if
applicable, number of the voting card as well as the e-mail address, the
name and date of birth of the designated proxy, if applicable) on the
basis of legally valid data privacy regulations, especially the EU’s
General Data Protection Regulation (GDPR) as well as the Austrian Data
Protection Act, in order to enable shareholders to exercise their rights
at the Annual General Meeting. The processing of the personal data of
shareholders is absolutely necessary for the participation of shareholders
and their representatives in the Annual General Meeting pursuant to
Austrian Stock Corporation Act. The legal foundation for processing of
personal data is Art 6 para 1 lit c GDPR. According to Art 4 lit 7 GDPR
Telekom Austria AG is controller of the processing of personal data.
Telekom Austria AG uses external service companies such as notaries
public, lawyers and banks for the purpose of holding the Annual General
Meeting. They only receive the personal data from Telekom Austria AG which
is required to carry out the contracted service, and exclusively process
data in accordance with the instructions provided by Telekom Austria AG.
If legally required, Telekom Austria AG has concluded data privacy
agreements with these service companies.

 

Participating shareholders and their representatives must be included in
the legally required list of participants (Sec 117 Stock Corporation Act).
Other shareholders or their representatives, the members of the Management
Board and Supervisory Board, the notary public and all other persons with
a statutory right of participation may study this directory and thereby
also see the personal data mentioned therein (including name, place of
residence, number of shares). Telekom Austria AG is also legally obliged
to submit personal shareholder data (especially the list of participants)
to the Commercial Register as part of the notarial record (Sec 120 Stock
Corporation Act).

 

Please find further information regarding the data privacy policy of
Telekom Austria AG on our website via the following link:
https://www.a1.group/en/meta/privacy

 

Total number of shares and voting rights at time of invitation:

The share capital of the company amounts to EUR 1,449,274,500 and is
divided into 664,500,000 no par value bearer shares. Every share grants
the right to one vote. At the time of this invitation, the company holds
415,159 treasury shares without entitlement to vote. At the time of this
invitation, the total number of shares entitling to participation and the
right to vote amounts to 664,084,841.

 

Further information regarding the election of members of the Supervisory
Board:

Sec 8 para 1 of the Articles of Association of Telekom Austria AG provides
for the possibility of an election of up to ten members of the Supervisory
Board to be elected by the Annual General Meeting. Six men and four women
elected represent the shareholders in the Supervisory Board.

 

The shareholder representatives of the Supervisory Board disagreed towards
the Chair with the overall fulfillment of the gender quota according to
Sec 86 para 9 Stock Corporation Act. The minimum quota pursuant to Sec 86
para 7 Stock Corporation Act (minimum of 30% female members) with regard
to the shareholder representatives is currently fulfilled. The terms of
two male Supervisory Board members expire.

 

Paying Agent: UniCredit Bank Austria AG.

 

 

For further information please visit our website at https://www.a1.group.

 

 

Vienna, May 24, 2024 

 

 

 

The Management Board

 

 

International Securities Identification Number (ISIN)

AT0000720008  

 

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24.05.2024 CET/CEST

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Language: English
Company: Telekom Austria AG
Lassallestrasse 9
1020 Vienna
Austria
Phone: 004350664 47500
E-mail: investor.relations@a1.group
Internet: www.a1.group
ISIN: AT0000720008
Listed: Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

1910845  24.05.2024 CET/CEST

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