Wien (pta015/02.09.2020/12:30) - Warimpex Finanz- und Beteiligungs Aktiengesellschaft
FN 78485 w with its registered office in Vienna
34th Annual General Meeting
at A-1210 Vienna, "floridotower", Floridsdorfer Hauptstraße 1, 30th floor
taking place on Monday, 5 October 2020 at 10.00 am
In April 2020, the Company postponed the Annual General Meeting, originally scheduled for 20 May 2020, due to requirements imposed by the Austrian authorities and recommendations by experts to contain the spread of the COVID-19 pandemic.
In view of the positive development Austria has seen in connection with the COVID-19 pandemic, the Management Board of the Company has now decided to hold this year's Annual General Meeting of Warimpex Finanz- und Beteiligungs Aktiengesellschaft as an attended event.
It goes without saying that the company's top priority continues to be protecting the health of all attendees, especially the shareholders. We therefore ask for your understanding that appropriate preventive and safety measures will be taken in order to minimize the risk of spreading COVID-19. To avoid concentrations of persons to the greatest possible extent and to be able to observe distance rules in compliance with legal requirements, we will therefore refrain from offering the traditional buffet following the Annual General Meeting. To minimize the potential risk of infection, organizational measures will be taken, particularly with regard to space and hygiene. Please also take into account that participants of the 34th Annual General Meeting are requested to bring and use a nose and mouth mask.
All these measures serve to protect the health of all participants. Together with you, our esteemed shareholders, we are making an important contribution in this challenging situation, with social responsibility in mind.
Although the Company always seeks direct and intensive dialogue with its shareholders, we recommend, due to the COVID-19 pandemic, to use the option of authorizing an independent proxy holder, Mr. Florian Beckermann (representative of the Shareholder Association, IVA).
The Company reserves the right to take additional safety precautions to protect the health of all participants as well as to minimize the risk of spreading COVID-19 as well as to cancel and reschedule the Annual General Meeting at short notice if the current situation changes.
A g e n d a
1. Presentation of the approved annual financial statements including the management report and the corporate governance report as of 31 December 2019 as well as of the consolidated financial statements and the group management report as of 31 December 2019 as well as the supervisory board report regarding the financial year 2019.
2. Resolution on the use of the balance sheet result as shown in the annual financial statements.
3. Resolution on the discharge of the members of the management board from liability for the financial year 2019.
4. Resolution on the discharge of the members of the supervisory board from liability for the financial year 2019.
5. Resolution on the determination of the remuneration for the members of the supervisory board for the financial year 2019.
6. Appointment of the auditor and the group auditor for the financial year 2020.
7. Resolution on remuneration policy
The following documents are available for inspection by the shareholders at the registered office of the Company ("floridotower", Floridsdorfer Hauptstraße 1, A-1210 Vienna):
* annual financial statements and management report,
* corporate governance report pursuant to section 243 b Austrian Commercial Code,
* consolidated financial statements and group management report,
* proposal on the use of the balance sheet result as shown in the annual financial statements,
* report of the supervisory board,
each with regard to the financial year 2019, and
* resolution proposals regarding the agenda items 2. to 7.,
* information on accountability relating to agenda item 6. pursuant to section 270 para 1a Austrian Commercial Code,
* remuneration policy,
* form for the granting of a power of attorney,
* form for the revocation of a power of attorney,
* form for the granting of a power of attorney to a representative of the IVA,
* form for the revocation of a power of attorney to a representative of the IVA,
* the full text of this invitation,
* further information with regard to the rights of shareholders pursuant to sections 109, 110 and 118 Austrian Stock Corporation Act.
Starting from the 21st day prior to the annual general meeting, i.e. 14 September 2020, the above mentioned documents are available for inspection at the registered office of the Company as well as on the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting, from this date onwards. These documents will also be available at the annual general meeting.
Information pursuant to section 106 item 5 Austrian Stock Corporation Act:
Pursuant to section 109 Austrian Stock Corporation Act, shareholders whose participation in the share capital amounts to or exceeds 5% of the share capital may request in writing to include other items on the agenda of the annual general meeting and to publish them. Every agenda item must supply an underlying proposal for a resolution together with an explanation. The petitioners are required to be shareholders for at least three months prior to filing the request. The request must be received by the Company by 14 September 2020 at the latest. Such requests may be sent to the Company in writing to its registered seat at "floridotower", Floridsdorfer Hauptstraße 1, A-1210 Vienna, attn. Mr. Daniel Folian. Any such item request must supply an underlying proposal for a resolution together with an explanation. The capacity as shareholder must be verified by presentation of a deposit confirmation pursuant to section 10a Austrian Stock Corporation Act, confirming that the requesting shareholder was bearer of shares for more than three months before such request was made. Such deposit confirmation may not be older than seven days. In respect of further requirements regarding deposit confirmation, see exemplifications on requirements for participation below.
Pursuant to section 110 Austrian Stock Corporation Act, shareholders of the Company whose participation in the share capital amounts to at least or exceeds 1% of the share capital may file proposals in writing to the Company (in written form but no signature required) for a resolution and may demand that these proposals be made available on the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting, together with the names of the relevant shareholders requesting such resolutions and an explanation for those proposals, combined with a statement by the management or supervisory board if applicable, dealing with those proposals. Such request must be received by the Company by 24 September 2020 at the latest.
These requests must be delivered in writing to the Company's address "floridotower", Floridsdorfer Hauptstraße 1, A-1210 Vienna, to the attention of Mr. Daniel Folian in electronic form (email to email@example.com), or via fax to +43 (0) 1 310 55 00 122. The capacity as shareholder must be verified by presentation of a deposit confirmation pursuant to section 10a Austrian Stock Corporation Act, confirming that the requesting shareholder was bearer of shares for more than three months before such request was made. Such deposit confirmation may not be older than seven days. In respect of further requirements regarding deposit confirmation, see exemplifications on requirements for participation below.
Pursuant to section 118 Austrian Stock Corporation Act, every shareholder has the right to receive information regarding the Company if requested by the shareholder, provided that this information is necessary for an informed judgement regarding a particular item of the agenda.
Shareholder rights which are bound to the shareholding for a certain period of time can only be exercised if, pursuant to section 10a Austrian Stock Corporation Act, such shareholder can demonstrate his shareholding for the relevant period of time by means of a deposit confirmation.
Further information regarding the shareholders' rights granted under sections 109, 110, 118 and 119 Austrian Stock Corporation Act, as well as the question until when such rights can be exercised, may be obtained from the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting, as of now.
Requirements for participation, deposit confirmation, verification deadline and proxy voting:
Only such shareholders are permitted to participate in the annual general meeting who have been shareholders until the end of the tenth day before the annual general meeting is to take place (verification deadline). The verification deadline is 25 September 2020.
The verification of the shareholding on the record date with regard to the Company in order to exercise the shareholders' rights has to be effected for deposit-administered bearer shares by means of presentation of a confirmation of the shareholding which shall be produced by the deposit- administering credit institution with its seat in a member state of the EEA or in a full member state of the OECD (deposit confirmation). The deposit confirmation must be delivered i) to the Company's address "floridotower", Floridsdorfer Hauptstrasse 1, A-1210 Vienna, to the attention of Mr. Daniel Folian, or ii) in electronic form via email to firstname.lastname@example.org or iii) via fax to +43 (0) 1 310 55 00 122 or per SWIFT mt 599 to WOODCZPPXXX at the latest on the third day prior to the annual general meeting, which is 30 September 2020. The deposit confirmation must at least contain the information described in section 10a Austrian Stock Corporation Act, namely:
* information about the issuer: name/company name and address or a standard code used in communication between credit institutions,
* information about the shareholder: name/company name, address, date of birth for natural persons, registry and register number for legal entities if applicable,
* information about the shares: number of shares held by the shareholders, ISIN AT0000827209,
* portfolio number or other designation,
* point in time to which the deposit confirmation refers.
The deposit confirmation submitted as proof of shareholding must be issued for the verification deadline, 25 September 2020.
The deposit confirmation submitted as verification of the individual's or entity's shareholding shall not be older than seven days at the time of delivery to the Company in order to demonstrate the shareholding of the respective shareholder. The deposit confirmation may be either delivered in English or German language.
Every shareholder, who is entitled to participate in the annual general meeting has the right to appoint any other natural or legal person as proxy holder. The Company itself or a member of the management or supervisory board may only exercise the right to vote as proxy holder if the shareholder has given an express instruction to do so with respect to an item of the agenda. In order to appoint a proxy holder the forms for the power of attorney provided by the Company have to be used which may be obtained from the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting, allowing also the granting of a restricted power of attorney, unless the shareholder has appointed a the deposit administering credit institution to act as proxy holder and such proxy has been granted pursuant to the applicable provisions for deposit-administering credit institutions.
Filled out power of attorney forms shall be returned to the Company either electronically (to the e-mail address email@example.com) or by fax (to the fax number +43 (0)1 310 55 00 122) or may be brought to the annual general meeting.
As a special service, a representative of "Interessenverband für Anleger" (the Austrian Association of Investors), IVA, Feldmühlgasse 22, A-1130 Vienna, is available to shareholders as an independent proxy holder for the exercise of voting rights at the annual general meeting on the basis of explicit instructions. A special power of attorney form can be found on the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting. Mr. Florian Beckermann, IVA, can also be contacted directly at +43 1 8763343-30, via fax +43 1 8763343-39 or via e-mail firstname.lastname@example.org.
The above mentioned provisions regarding the granting of a power of attorney also apply correspondingly to the revocation of a power of attorney.
Information on data protection for shareholders
Warimpex Finanz- und Beteiligungs Aktiengesellschaft processes personal data of shareholders (in particular those pursuant to section 10a para 2 Austrian Stock Corporation Act, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder, type of share if applicable, number of the voting card and, if applicable, name and date of birth of the proxy) on the basis of the applicable data protection provisions, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, in order to enable shareholders to exercise their rights at the Annual General Meeting.
The processing of shareholders' personal data is mandatory for the participation of shareholders and their representatives in the Annual General Meeting pursuant to the Austrian Stock Corporation Act. The legal basis for the processing is therefore Article 6 para 1 subpara c) GDPR, in particular in connection with the stock corporation provisions mentioned below.
Warimpex Finanz- und Beteiligungs Aktiengesellschaft is responsible for the processing as the data controller. For the purpose of organizing the Annual General Meeting, the Company makes use of external service providers such as notaries, lawyers, banks and IT service providers. They will only receive personal data from the Company that is necessary for the execution of the commissioned service. Insofar as they act as contract processors, they process the data exclusively in accordance with the Company's instructions. To the extent legally necessary, the Company has concluded a data protection agreement with these service providers.
If a shareholder participates in the Annual General Meeting, all shareholders present or their representatives, the members of the management board and supervisory board, the notary and all other persons with a legal right to participate may inspect the legally prescribed list of participants (section 117 Austrian Stock Corporation Act) and thereby also inspect the personal data mentioned therein (including name, place of residence, shareholding). The Company is also legally obliged to submit personal shareholder data (in particular the list of participants) as part of the notarial protocol to the companies register (section 120 Austrian Stock Corporation Act).
Shareholders' data will be anonymized or erased as soon as they are no longer necessary for the purposes for which they were collected or processed, and unless other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from corporate, share and takeover law, tax law and money laundering regulations. If legal claims are raised by shareholders against the Company or vice versa by the Company against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with court proceedings before civil courts, this can lead to the storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding completion.
Every shareholder has a right to access rectification, restriction, objection and erasure with regard to the processing of personal data and a right to data portability in accordance with Chapter III of the GDPR in accordance with the provisions of data protection law. Shareholders may exercise these rights vis-à-vis the Company free of charge via the e-mail address email@example.com or via the following contact details:
Warimpex Finanz- und Beteiligungs Aktiengesellschaft
For the attention of Dr. Daniel Folian
Floridsdorfer Hauptstraße 1
In addition, shareholders have the right to appeal to the competent supervisory authority pursuant to Article 77 GDPR; in Austria this is the Data Protection Authority.
Further information on data protection can be found in the data protection declaration on the Company's website (www.warimpex.com) under "Data protection".
Shares and voting rights:
Pursuant to section 106 sub-para 9 Austrian Stock Corporation Act, we declare that at the date of this invitation, 2 September 2020, the share capital of the Company amounts to EUR 54,000,000 and is divided into 54,000,000 no-par value ordinary bearer shares. Every no-par value ordinary share confers one vote. Considering the Company's 1,939,280 own shares which pursuant to section 65 para 5 Austrian Stock Corporation Act have no voting rights, as of 2 September 2020 there are in total 52,060,720 voting rights.
Questions which may need some time in answering are to be presented to the management board in advance in written form in order to ensure the smooth process of the annual general meeting.
Admission to the annual general meeting
For the admission to the annual general meeting, you have to prove your identity. Please provide an official photo identification. If you attend the annual general meeting as a proxy holder, please also take the power of attorney/proxy with you in addition to your official photo identification. If the original of the proxy was already sent to the Company, you may facilitate your admission if you provide a copy of the proxy. The Company reserves the right to verify the identity of the persons participating in the meeting. In case the verification of the identity is not possible, admission may be denied. Admission for the collection of voting cards starts at 9.00 am.
Please note that due to the situation at the time of the annual general meeting, the Company has to reserve the right to implement further access restrictions.
Vienna, September 2020
The Management Board