- Information about the shareholder: name/company name, address, date of birth in case of individuals, register and register number in case of legal entities, if applicable, - Information about the shares: number of shares held by the shareholder, ISIN AT0000785555 (internationally used security identification number), - Depot number, securities account number or other identification, - Date or period referred to in the deposit certificate. For the purpose of providing proof of shareholder status in order to attend the General Meeting, the deposit certificate must refer to the end of the Record Date on 17 April 2021 (12:00 a.m., Vienna time). Deposit certificates will be accepted in German and English. A deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. V. Possibility to appoint an independent proxy and the procedure to be followed Any shareholder entitled to attend the virtual General Meeting in accordance with COVID-19-GesG and COVID-19-GesV and who has provided proof of this to the Company in accordance with the provisions of item IV of this invitation, shall be entitled to appoint an independent proxy. In the virtual General Meeting of Semperit Aktiengesellschaft Holding on 27 April 2021, only one of the independent proxies is permitted to submit a motion for resolution, to vote and to raise an objection in accordance with Section 3 para 4 of COVID-19-GesV. The following persons, who are suitable and independent of the company, are proposed as independent proxy: (i) Florian Beckermann, Dipl. VW, Dipl. Jur., LL.M., IVA 1130 Vienna, Feldmühlgasse 22 Tel +43 1 876 33 43-30 E-Mail-Address: vollmacht.semperit.beckermann@computershare.de (ii) Attorney at law Dr. Verena Brauner, IVA 1120 Vienna, Hetzendorfer Straße 71 Tel +43 1 3050291 E-Mail-Address: vollmacht.semperit.brauner@computershare.de (iii) Attorney at law Dr. Paul Fussenegger 1010 Vienna, Rotenturmstraße 12/6 Tel: + 43 1 2351001 E-Mail-Address: vollmacht.semperit.fussenegger@computershare.de (iv) Attorney at law Dr. Ulla Reisch c/o Urbanek, Lind, Schmied, Reisch Rechtsanwälte OG 1030 Vienna, Landstraßer Hauptstraße 1a, Ebene 7/Top 09 Tel +43 1 212 55 00 E-Mail-Address: vollmacht.semperit.reisch@computershare.de Each shareholder may select one of the four persons named above as his or her independent proxy and grant this person power of attorney. A separate proxy form for granting power of attorney to the independent proxy is available on the Company's website at www.semperitgroup.com, which is mandatory to use. The specifications provided for in the Participation Information must be observed for the granting of power of attorney, its delivery options and deadlines. A personal delivery of the power of attorney at the place of the meeting is expressly excluded. VI. Information on shareholders' rights pursuant to Sections 109, 110, 118 and 119 of the Austrian Stock Corporations Act 1. Addendum to the agenda by shareholders in accordance with Section 109 of the Austrian Stock Corporations Act Shareholders whose aggregate shareholding equals five percent or more of the nominal capital and who have owned these shares for at least three months before making their request, may request in text form that additional items be put on the agenda of the General Meeting and published. Any such request by shareholders must be received in text form due to Section 13 para 2 of the Austrian Stock Corporations Act by mail or courier no later than on 6 April 2021 (12:00 a.m., Vienna time) by the Company exclusively at the address Semperit Aktiengesellschaft Holding, Attn.: Ms. Judit Helenyi, Modecenterstr. 22, 1031 Wien, bzw. by SWIFT BIC COMRGB2L (Message Type 598, stating ISIN AT0000785555 in the text), or by e-mail HV2021@semperitgroup.com. If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporations Act is prescribed for statements, statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. Each motion for an item to be put on the agenda must be accompanied by a proposal for a resolution with a statement of reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be written in German. Proof of shareholder capacity shall be furnished by submitting a deposit certificate in accordance with Section 10a of the Austrian Stock Corporations Act confirming that the applicant shareholder has been the continuous holder of the shares for at least three months prior to the application and that the deposit certificate must not be older than seven days at the time it is submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 5%, must refer to the same time (day, time). With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV of this invitation). In case of an additional item requested to be put on the agenda, the supplemented agenda will be announced publicly in electronic form on the company website www.semperitgroup.com/ir and under the menu item "General Meeting 2021" and no later than 08 April 2021 as well as in the same way as the original agenda (in the official gazette to the "Wiener Zeitung") no later than 13 April 2021. 2. Proposals for resolutions by shareholders on the agenda in accordance with Section 110 of the Austrian Stock Corporations Act Shareholders whose aggregate shareholding equals one percent or more of the nominal capital may submit proposed resolutions in text form due to Section 13 para 2 of the Austrian Stock Corporations Act concerning any item on the agenda, and request that these be made available on the Company website registered with the commercial register, together with the names of the respective shareholders, a statement of reasons to be submitted together with the proposal, and any comments of the Management Board or Supervisory Board. Requests of this kind will only be considered when received by the Company no later than on 16 April 2021 (12:00 a.m., Vienna time) by post Semperit Aktiengesellschaft Holding, Attn. Ms. Judit Helenyi, Modecenterstr. 22, 1031 Wien, or by e-mail HV2021@semperitgroup.com, whereby the request must be attached to the e-mail in text form within the meaning of Section 13 para 2 of the Austrian Stock Corporations Act, for example as a PDF. If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporations Act is prescribed for statements, the statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German. In case of a proposal for the election of a Supervisory Board member the statement of the proposed person pursuant to section 87 para 2 and 2a of the Austrian Stock Corporations Act replaces the statement of reasons and Section 86 para 7 and 9 Austrian Stock Corporations Act must be taken into consideration. In case a proposal for a resolution is then received, it will be published on the Company's website at www.semperitgroup.com/ir and under the menu item "General Meeting 2021" no later than two working days after receipt, at the latest on 20 April 2021. A proposed resolution that has been published on the Company's website shall only be voted on if it is repeated as a motion at the Annual General Meeting. For the purpose of providing proof of shareholder status it is sufficient if holders of deposited bearer shares submit a deposit certificate pursuant to Section 10a of the Austrian Stock Corporations Act. The deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 1%, must refer to the same time (day, time). With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV of this invitation). 3. Shareholders' information rights in accordance with Section 118 of Austrian Stock Corporations Act Any shareholder shall be provided with information on the Company's affairs upon request at the Annual General Meeting to the extent that such information is required for proper assessment of an item on the agenda. This obligation to provide information shall also extend to the legal and business relationships of the Company with affiliated companies, the state of affairs of the group, and the companies included in the consolidated financial statements. The Company may deny providing information to the extent that according to sound business judgment it might cause material damage to the Company or any affiliated company or if providing such information would constitute a punishable offense. The requirement for exercising the shareholders' right to information is the proof of right to attend (item IV. of the invitation) and the granting of a corresponding power of attorney to the independent proxy (item V. of the invitation). It is expressly pointed out that the right to information pursuant to Section 118 of the Austrian Stock Corporations Act and the right to speak during this virtual Annual General Meeting can be exercised by the shareholders themselves by way of electronic mail exclusively by sending questions or the speech contribution by E-mail directly to the Company at the E-mail address Fragen.HV2021@semperitgroup.com.
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2021 13:36 ET (17:36 GMT)