Vienna (pta/19.05.2022/08:00) -
Vienna, FN 34853 f
of the 142nd Annual General Meeting of
on Friday, 17 June 2022, at 9:00 a.m., Vienna time
The location of the Annual General Meeting pursuant to Section 106 No 1 Austrian Stock Corporation Act (Aktiengesetz - "AktG")
is at the Company's registered office at Absberggasse 47, 1100 Vienna
I. VIRTUAL ANNUAL GENERAL MEETING
1. Corporate COVID-19-Act ("COVID-19-GesG") and Corporate COVID-19-Regulation ("COVID-19-GesV")
In order to protect the shareholders and other participants, the Management Board decided to make use of the legal provision to hold a virtual Annual General Meeting.
The Annual General Meeting of PORR AG on 17 June 2022 will thus be conducted as a virtual Annual General Meeting within the meaning of the COVID-19-GesG (Federal Law Gazette I no. 16/2020) as amended and the regulation of the Federal Minister of Justice COVID-19-GesV (Federal Law Gazette II no. 140/2020) as amended based thereon, taking into account the interests of both the Company and the participants.
This means that shareholders and their representatives (except the special voting proxy holders pursuant to Section 3 (4) COVID-19-GesV) cannot be physically present at the Annual General Meeting of PORR AG on 17 June 2022, following this decision by the Management Board.
The Annual General Meeting will be held at the Company's registered office at Absberggasse 47, 1100 Vienna, exclusively in the physical presence of the Supervisory Board Chairman, the Chairman of the Management Board and the other Management Board members, the certifying notary public and the four special voting proxy holders proposed by the Company.
Holding the Annual General Meeting as a virtual meeting pursuant to COVID-19-GesV results in some changes to the procedures of the Annual General Meeting and in the exercise of shareholders' rights.
Voting rights, the right to propose resolutions and the right to raise objections can only be exercised by one of the special voting proxy holders proposed by the Company pursuant to Section 3 (4) COVID-19-GesV.
The right to information can be exercised during the virtual Annual General Meeting by the shareholders themselves by way of electronic communication, namely by submitting questions in text form exclusively by e-mail directly to the e-mail address of the Company at email@example.com provided that the shareholders have sent a deposit receipt (Depotbestätigung) pursuant to Section 10a AktG according to item IV. and authorised a special voting proxy holder according to item V. before the deadline stated.
2. Annual General Meeting broadcast on the Internet
The Annual General Meeting will be broadcast by audiovisual means on the Internet in full and in real time pursuant to Section 3 (1), (2) and (4) COVID-19-GesV in conjunction with Section 102 (4) AktG.
This is permissible under data protection law with regard to the legal basis provided by Section 3 (1), (2) and (4) COVID-19-GesV.
All of the Company's shareholders can attend the Annual General Meeting as a virtual Annual General Meeting using the appropriate equipment (e.g. computer, laptop, tablet or smartphone together with an Internet connection with sufficient bandwidth for streaming videos) via Internet at https://porr-group.com/gm142-2022 as from approximately 9:00 a.m., Vienna time, on 17 June 2022. There is no need for registration or login to attend the Annual General Meeting.
As the virtual Annual General Meeting of the Company will be broadcast on the Internet, all shareholders will be able to follow the Annual General Meeting and, in particular, the Management Board's presentation, the answers to shareholders' questions and the voting process in real time via this one-way audiovisual connection.
Attention is drawn to the fact that this live transmission as a virtual Annual General Meeting does not enable remote participation (Section 102 (3) No 2 AktG) and remote voting (Section 102 (3) No 3 AktG and Section 126 AktG) and that the Internet broadcast is not a two-way connection. The individual shareholder can therefore only follow the course of the Annual General Meeting. Shareholders cannot request to speak via this connection.
Similarly, it is to be noted that the Company is only responsible for the use of technical means of communication to the extent that they are attributable to its own sphere (Section 2 (6) COVID-19-GesV).
Furthermore, reference is made to the information on the organisational and technical requirements for participation pursuant to Section 3 (3) in conjunction with Section 2 (4) COVID-19-GesV ("Information Concerning Participation").
1. Presentation of the annual financial statements including the management report and the consolidated financial statements including the group management report each as of 31 December 2021, the proposal for appropriation of the profit, the report made by the Supervisory Board for the financial year 2021, the (consolidated) report on payments to government entities as well as the (consolidated) corporate governance report
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge from liability of the members of the Management Board for the financial year 2021
4. Resolution on the discharge from liability of the members of the Supervisory Board for the financial year 2021
5. Election of the auditor and group auditor for the financial year 2022
6. Resolution on the remuneration report for the financial year 2021
7. Resolution on the revocation of the authorisation of the Management Board by resolution of the General Meeting on 28 May 2020 to acquire shares in the Company (eigene Aktien) pursuant to Section 65 para 1 No 4 and No 8 as well as para 1a and para 1b AktG as well as to redeem shares in the Company together with the resolution on a new authorisation of the Management Board to acquire shares in the Company pursuant to Section 65 para 1 No 4 and No 8 as well as para 1a and para 1b AktG both via the stock exchange or by other means outside the stock exchange in a volume of up to 10 % of the share capital, also with exclusion of a proportional right of offer by shareholders, and resolution on the authorisation of the Management Board to redeem shares in the Company.
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, PROVIDING OF INFORMATION ON THE WEBSITE
In particular, the following documents shall be available pursuant to Section 108 (3) and (4) AktG on the Company's website at www.porr-group.com not later than 27 May 2022:
IV. RECORD DATE AND PREREQUISITES FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The right to participate in the virtual Annual General Meeting and to exercise the voting right and all other shareholders' rights to be asserted at the Annual General Meeting pursuant to COVID-19-GesG and COVID-19-GesV depends on the shareholding as of the end of 7 June 2022 (24:00 hrs, Vienna time) (record date).
Only persons who are shareholders as of this record date and provide proof thereof to the Company are entitled to take part in and to exercise their shareholder rights at this virtual Annual General Meeting pursuant to COVID-19-GesG and COVID-19-GesV.
A deposit receipt pursuant to Section 10a AktG that must be received by the Company not later than 13 June 2022 (24:00 hrs, Vienna time) via one of the following communication channels at one of the following addresses is to be provided as evidence of the shareholding as of the record date.
(i) Submission of a deposit receipt in writing
By mail or courier:
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel
(Message Type MT598 or MT599, ISIN AT0000609607 must be stated mandatorily in the text)
(ii) Submission of deposit receipt in text format, which is permitted pursuant to Section 16 (3) of the Articles of Association
+43 (0) 1 8900 500-64
(Deposit receipts in PDF format)
It is not possible to appoint a properly authorised, special voting proxy holder and to exercise the right to information of the shareholders if the Company does not receive the deposit receipt in time.
The shareholders are requested to contact their custodian bank and arrange for a deposit receipt to be issued and submitted.
The record date does not affect the transferability of shares and is not relevant for the entitlement to receive dividends.
Deposit receipt pursuant to Section 10a AktG
The deposit receipt must be issued by the custodian bank with its registered office in a member state of the European Economic Area or a full member of the OECD and must contain the following information (Section 10a (2) AktG):
The deposit receipt as evidence of shareholding for the purpose of participation in the Annual General Meeting must refer to the end of the record date 7 June 2022 (24:00 hrs, Vienna time).
The deposit receipt will be accepted in German or English.
V. APPOINTMENT OF A SPECIAL VOTING PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the virtual Annual General Meeting in accordance with the COVID-19-GesG and the COVID-19-GesV and who has provided the Company with evidence of this in accordance with the provisions of item IV. of this convening notice has the right to appoint a special voting proxy holder.
The submission of a proposal for resolution, the casting of votes and the raising of an objection in this virtual Annual General Meeting of PORR AG on 17 June 2022 can only be carried out by one of the special voting proxy holders according to Section 3 (4) COVID-19-GesV, the costs of which are borne by the Company.
The following persons, who are suitable and independent of the Company, are proposed as special voting proxy holders:
(i) Mag. Martin Abram
c/o Schindler Rechtsanwälte GmbH
(ii) Dr. Michael Knap
c/o IVA, Interessenverband für Anleger
(iii) Dr. Ulla Reisch
c/o Urbanek Lind Schmied Reisch Rechtsanwälte OG
Landstraßer Hauptstraße 1A
Ebene 07, Top 09
(iv) Mag. Gernot Wilfling
c/o Müller Partner Rechtsanwälte GmbH
Each shareholder can choose one of the four persons mentioned above as his special voting proxy holder and grant this person a proxy.
The granting of a power of attorney to another person is not permissible in accordance with Section 3 para 4 COVID-19-GesV.
A separate proxy form can be downloaded from the Company's website at www.porr-group.com in order to grant the proxy to the special voting proxy holders. We kindly request you to use this proxy form.
The requirements stated in the Information Concerning Participation must be observed for granting of proxy and the respective submission options and deadlines.
It is expressly forbidden to hand over the proxy personally at the meeting location.
VI. INFORMATION ON SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109, 110, 118 AND 119 AktG
1. Amendments to the agenda by shareholders pursuant to Section 109 AktG
Shareholders who collectively hold shares corresponding to 5% of the share capital and who have held those shares for at least three months prior to filing a request may request in writing that additional items be included in the agenda of this Annual General Meeting and published, provided that such a request is received in writing by mail or courier no later than on 27 May 2022 (24:00 hrs, Vienna time), by the Company exclusively to the address 1100 Vienna, Absberggasse 47, Department: Group Management, or by e-mail with qualified electronic signature at the e-mail address firstname.lastname@example.org or by SWIFT to the address GIBAATWGGMS.
"In writing" means with a personal hand-written signature or the company's legally binding signature by each applicant or, if submitted by e-mail, with a qualified electronic signature, or, if submitted via SWIFT, with message type MT598 or MT599, where the text must in any case also state ISIN code AT0000609607.
Each agenda item so requested must include a resolution proposal and state the reason for the request.
The agenda item and the proposed resolution, but not the reasons for the resolution, must also be worded in German. Proof of shareholding must be provided by submitting a deposit receipt pursuant to Section 10a AktG confirming that the shareholders making the request have held the shares for at least three months before submitting the request. This deposit receipt must not be more than seven days old at the time of submission to the Company. Several deposit receipts on shares that only in the aggregate constitute a shareholding of 5 % must refer to the same time and date.
Reference is made to the information on entitlement to participate (item IV. of this convening notice) concerning the other requirements relating to the deposit receipt.
2. Shareholders' proposals for resolutions on the agenda pursuant to Section 110 AktG
Shareholders who collectively hold shares corresponding to 1 % of the share capital may submit proposals for resolutions regarding any item on the agenda in text form, including a statement of the reasons, and may request that such proposals be made available on the Company's website registered with the Companies Register including the names of the shareholders concerned, the reasons to be provided and comments of the Management Board or the Supervisory Board, if any, if this request is received by the Company in text form no later than on 7 June 2022 (24:00 hrs, Vienna time) at 1100 Vienna, Absberggasse 47, Department: Group Management, or by fax to +43 (0)50626 44 16, or by e-mail to email@example.com, with the request to be attached to the email message in text format, e.g. as a PDF file. If text form is required pursuant to Section 13 (2) AktG for declarations, the declaration must be submitted in a certificate or in another way using written characters suitable for permanent reproduction, stating the identity of the person making the statement and indicating the confirmation of the declaration by a facsimile of the person's signature or by other means. The proposed resolution, but not the reasons for it, must also be worded in German.
Proof of shareholding must be provided by submitting a deposit receipt pursuant to Section 10a AktG, which must not be more than seven days old at the time of submission to the Company. Several deposit receipts on shares that only in the aggregate constitute a shareholding of 1 % must refer to the same time and date.
Reference is made to the information on entitlement to participate (item IV. of this convening notice) concerning the other requirements relating to the deposit receipt.
3. Shareholders' right to information pursuant to Section 118 AktG
Each shareholder shall, upon request, receive information at the Annual General Meeting on matters concerning the Company to the extent that such information is necessary in order to properly evaluate an item on the agenda. The obligation to provide information also extends to the legal relationships between the Company and an affiliated company and to the situation within the Group and the companies included in the Consolidated Financial Statements.
Information may be denied if it would be deemed suitable according to reasonable business judgment to cause significant harm to the Company or an associated company or if disclosure thereof would be a punishable offence.
In order to exercise the shareholders' right to information, a shareholder must provide proof of the right to participate (item IV. of the convening notice) and grant a proxy to a special voting proxy holder (item V. of the convening notice).
It is expressly stated that the right to information and the right to speak during this virtual Annual General Meeting can only be exercised by the shareholders themselves by submitting questions or statements via electronic mail directly to the Company's e-mail address firstname.lastname@example.org.
The shareholders are requested to send all questions beforehand in text form by e-mail to email@example.com. The questions must be sent in time to reach the Company not later than three working days before the Annual General Meeting, i.e. 13 June 2022. This will serve to ensure that the Annual General Meeting is conducted efficiently in the interests of all participants in the Annual General Meeting, especially in dealing with questions requiring lengthy preparation.
This will enable the Management Board to prepare as carefully as possible for the meeting and answer your questions quickly.
Please use the question form available on the Company's website at www.porr-group.com. If this question form is not used, the person addressing the question (name/company, date of birth/Companies' Register number of the shareholder) must be stated in the respective e-mail. In order to enable the Company to establish the identity and conformity with the deposit receipt, we kindly request you to also state your custody account number in the e-mail in this case.
Please note that the chairman may define appropriate time limits during the Annual General Meeting.
More detailed information and ways of exercising the shareholders' right to information pursuant to Section 118 AktG are provided in the Information Concerning Participation.
4. Shareholder requests at the Annual General Meeting pursuant to Section 119 AktG
Every shareholder, irrespective of the number of shares s/he holds, is entitled to file a request at the virtual Annual General Meeting pursuant to the provisions of the COVID-19-GesG and the COVID-19-GesV by way of his special voting proxy holder with respect to any item on the agenda.
However, requests may only be transmitted to the special voting proxy holder authorised by the respective shareholder, and then submitted by this special voting proxy holder at the Annual General Meeting.
The time until which instructions can be issued to the special voting proxy holders with regard to a submitted request will be determined by the chairman in the course of the virtual Annual General Meeting.
The prerequisite for this is the evidence of eligibility to participate in accordance with item IV. of this convening notice and the granting of a corresponding power of attorney to the special voting proxy holder in accordance with item V. of this convening notice.
More detailed information and ways of exercising the shareholders' right to propose requests pursuant to Section 119 AktG are provided in the Information Concerning Participation.
5. Information on data protection
PORR AG processes personal data of shareholders (in particular those pursuant to Section 10a (2) AktG, 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 within the framework of 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.
Information on data protection can be found in the information sheet "Shareholders' data Data Protection" on the Company's website at www.porr-group.com/gm/data.
VII. OTHER INFORMATION
Total number of shares and voting rights
At the time of convening the Annual General Meeting, the Company's share capital amounts to EUR 39,278,250.00 and is divided into 39,278,250 no-par value bearer shares. Each share entitles the holder to one vote at the virtual Annual General Meeting. At the time of convening the virtual Annual General Meeting, the Company holds 216,495 treasury shares. Therefore, the total number of shares entitled to participate and vote amounts to 39,061,755 at the time of convening the Annual General Meeting.
There are not several different types of shares.
No physical presence
We wish to point out once again that neither shareholders nor guests are permitted to personally attend the upcoming Annual General Meeting, to be held as a virtual Annual General Meeting pursuant to COVID-19-GesV.
Vienna, May 2022
The Management Board of PORR AG
|Contact Person:||Dir. Prok. Rolf Petersen|
|ISIN(s):||AT0000609607 (Share) AT0000A086F0 (Genussrecht) XS2113662063 (Bond) XS2408013709 (Bond)|
|Stock Exchange(s):||Official Trade in Vienna, Basic Board in Frankfurt|