EQS-News:: be AG: Invitation to the General Meeting | News

EQS-News:: be AG / Keywords: General Meeting

: be AG: Convocation of an ordinary general meeting

May 21, 2022 / 11:00
The issuer / publisher is responsible for the content of the application.

: be AG, FN 543031a
ISIN AT0000A2SGH0

The management board of the company: be AG with its seat in Lustenau, entered into the Register of Entrepreneurs of the District Court in Feldkirch under the number FN 543031a (“the company”), invites the partners of the company on June 20, 2022 at 4:00 p.m. (CEST, local time Lustenau) at the Company’s seat at Millennium Park 20, 6890 Lustenau

ORDINARY GENERAL MEETING

and.

Agenda

1. Presentation of the approved annual financial statements as at December 31, 2021, along with the Management Board’s report on the operations and the Supervisory Board’s report for the financial year 2021.

2. Resolution on the distribution of profit for the financial year 2021.

3. Resolution on acknowledging the fulfillment of duties by members of the Management Board for the financial year 2021.

4. Resolution on acknowledging the fulfillment of duties by members of the Supervisory Board for the financial year 2021.

5. Elections to the Supervisory Board.

6. Resolution on granting consent to conclude D&O insurance for the Management Board and Supervisory Board.

7. Selecting a statutory auditor to audit the annual financial statements and the report on operations.

8. Resolution on amending the Articles of Association in point 6. SHARE CERTIFICATES, EXCLUSION OF INDIVIDUAL SHARES SECURITIZATION, Subsection 6.4, in order to partially enable the application of the regulations for listed companies in accordance with § 3 AktG.

9. Resolution on amending the Articles of Association in point 6. SHARE CERTIFICATES, EXCLUSION OF INDIVIDUAL SHARES SECURITIZATIONitem 6.1. incl. in order to comply with applicable law.

1. Documents for the Ordinary General Meeting (§ 106 Z 4 AktG)

Documents to be provided according to § 108 (3) to (5) AktG

– Convocation in accordance with § 106 AktG,
– Proposed resolutions on matters included in the agenda or explanations to item 1 of the agenda for which adoption of the resolution will not be necessary,
– Annual financial statements as at December 31, 2021 together with the report on the activities,
– Proposed resolutions in items 2 to 5 of the agenda.
– Report of the Supervisory Board in accordance with § 96 AktG,
– Statements of members of the Supervisory Board proposed for election pursuant to § 87 sec. 2 AktG,
– The full text of this convocation,
– Forms for granting and revoking a power of attorney,

are available free of charge from the 21st day before the Ordinary General Meeting, i.e. from May 30, 2022 at the company’s headquarters in 6890 Lustenau, Millennium Park 20 and for download on the company’s website www.be-ag.eu/hauptversammlung and will be available at the general meeting .

2. Date of registration and requirement to participate in the general meeting (§ 106 Z 6 and 7 AktG)

Shareholders: be AG may participate in the general meeting provided that they are shareholders of: be AG on the registration date of participation, which is the end of the 10th day before the general meeting, i.e. on June 10, 2022 at midnight (CEST, Lustenau local time). The ownership of the shares on the day of establishing the right to shares must be confirmed by submitting a deposit receipt from a custodian bank established in a member state of the European Economic Area or a full member state of OECD in accordance with Section 10a of the ActG.

The payment slip must contain the following information (§ 10 (2) AktG)

2.1. Information about the issuer: name / company name and address or code commonly used in transactions between banks (SWIFT code);

2.2. Shareholder’s data: name and surname / company, address, date of birth for natural persons, possible records and registration number for legal persons;

2.3. Information about shares: number of shares (ISIN AT0000A2SGH0);

2.4. Deposit number or other designation;

2.5. the time to which the payment confirmation relates;

Payment confirmation is accepted in German or English. It must not be older than seven days at the time of submission and must be in writing. The confirmation of payment must be received by the company no later than the third business day before the Ordinary General Meeting, i.e. June 15, 2022, by midnight (CEST, Lustenau local time) as follows:

For a fax: +43 (0) 1 3750 215-99

or

By e-mail: anmeldung@anmeldestelle.at
or

Post:: be AG
c / o Link Market Services GmbH
Siebensterngasse 32-34
1070 Vienna
Austria

or

By Swift: RZBAATWWXXX,
Message type MT598 or MT599; write “HV: be AG” in box 20 and write “ISIN AT0000A2SGH0” in the text in boxes 77E and 79

Confirmation of payment as proof of share ownership must come from the above-mentioned [MESZ, Ortszeit Lustenau]) refer to.

Sending the confirmation of payment also counts as an entry to the Ordinary General Meeting. Thanks to this, the shareholders are not blocked from selling the shares. The shareholders can therefore still freely dispose of their shares even after registration.

3. Reference to shareholder rights pursuant to §§ 109, 110 and 118 AktG (§ 106 Z 5 AktG)

Attention is drawn to the shareholders’ right to demand agenda items pursuant to Art. 109 AktG, to submit draft resolutions pursuant to Art. 110 AktG and the right to information at the Ordinary General Meeting in accordance with Art. 118 ActG.

A written request from shareholders who independently or jointly hold 5% of the share capital for at least three months to include items on the agenda of the general meeting and announce them, is important if the company does not receive it later than 21 days before the Ordinary General Meeting. , i.e. on May 30, 2022, with confirmation of the shareholder status by post to the following address: be AG, c / o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna, or by e-mail with a qualified electronic signature to the address anmeldung @ anmeldestelle.at. For each such item on the agenda, a proposed resolution with justification should be submitted.

The request of shareholders holding shares alone or jointly representing 1% of the share capital proposing resolutions should be made available on the company’s website along with the names of the shareholders concerned, the justification for attachment and the statement of the Management Board or Supervisory Board is material if the company receives it no later than on the seventh day. before the general meeting, i.e. on June 9, 2022, along with the proof of the shareholder status, by fax to +43 (0) 1 3750 215-99 or by e-mail to anmeldung@anmeldestelle.at You can find out more about these rights, in particular how to submit company applications and provide proof of ownership of the required stake, available on the Internet at www.be-ag.eu/hauptversammlung available for the company.

Each shareholder may also submit motions (except for nominating candidates for elections to the Supervisory Board) regarding each item on the agenda, which do not require prior notification. This is preconditioned by proof of eligibility for participation as defined in this invitation.

Upon request, each shareholder is to receive information on the company’s matters at the Ordinary General Meeting, if it is necessary for the proper assessment of the matter on the agenda. The right to information also covers the company’s legal and business relations with a related entity and the situation of the group and companies covered by the consolidated financial statements. The information must conform to the principles of diligent and fair accountability. Information may be denied if, in good business judgment, it could cause significant damage to the company or affiliate, or if providing the information would be a criminal offense. Questions for which an answer requires a longer time to prepare can be sent to the company in writing in advance of the Annual General Meeting in order to maintain the economy of the meeting, by post to the following address: be AG c / o Link Market Services GmbH, Siebensterngasse 32-34, 1070 Vienna

4. Representation by proxy (§ 106 Z 8 AktG)

Each shareholder entitled to participate in the Ordinary General Meeting has the right to appoint a natural or legal person as a representative in accordance with § 113 sec. 1 ActG. A proxy attends the general meeting on behalf of the shareholder and has the same rights as the shareholder he represents. The power of attorney must be granted to a specific person in text form and, as in the case of revocation of the power of attorney, handed over in person in due time before the Ordinary General Meeting, at the latest when registering for the Ordinary General Meeting at the meeting place or sent to the company no later than June 20, 2022. until 8:00 (CEST, Lustenau local time) (incoming), as follows:

For a fax: +43 (0) 1 3750 215-99

By e-mail: anmeldung@anmeldestelle.at, the power of attorney or revocation of the power of attorney should be attached to the e-mail message, e.g. as a tif, pdf, etc.

or

Post:: be AG
c / o Link Market Services GmbH
Siebensterngasse 32-34
1070 Vienna
Austria

The authorization and revocation forms can be downloaded free of charge at www.be-ag.eu/hauptversammlung. The use of these forms is not obligatory to grant a power of attorney and to revoke it. However, the company itself or a member of the management board or supervisory board may exercise the voting right as a proxy only if the shareholder has expressly instructed the shareholder on how to exercise the voting right in specific matters on the agenda.

If a shareholder has granted a power of attorney to his custodian bank, it is sufficient that the bank, in addition to confirming the payment, submits a declaration on the power of attorney granted.

The above provisions regarding the granting of a power of attorney also apply accordingly to the revocation of the power of attorney.

Shareholders are informed that even in the case of granting a power of attorney, they must meet the participation requirements described above in point 2. Date of registration and conditions for participation in the general meeting (§ 106 Z 6 and 7 AktG) to meet. Due to the amendment to the German law on joint stock companies, anonymous participation as a rightful shareholder (shares “owned by others”) is no longer allowed.

5. Total number of shares and voting rights (§ 106 Z 9 AktG)

Pursuant to § 106 Z 9 AktG in conjunction with § 83 para. 2 Z 1 BörseG, it is also announced that the company has issued 50,000,000 non-par value bearer shares and that each non-par value share carries one vote.

In order to ensure the smooth conduct of the preliminary control, shareholders or their representatives are requested to appear at the place of the Ordinary General Meeting sufficiently in advance before the beginning of the Ordinary General Meeting. The company reserves the right to verify the identity of those present at the meeting. If your identity cannot be verified, you can refuse admission. Participants are therefore asked to bring an official photo ID (e.g. ID card, passport or driving license) for identity verification. Collection of voting cards or registration for the Annual General Meeting takes place from 15:00 (local Lustenau time).

Lustenau in May 2022.

Table

May 21, 2022 Publication of Corporate News / Financial News broadcast by EQS Group AG. www.eqs.com

Leave a Comment