DO & CO Aktiengesellschaft
DO & CO Aktiengesellschaft:
DGAP-News: DO & CO Aktiengesellschaft
/ Announcement of the Convening of the General Meeting
DO & CO Aktiengesellschaft 1. Corporate Legal COVID-19-Law [\”Gesellschaftsrechtliches COVID-19-Gesetz\”] (COVID-19-Law [\”COVID-19-GesG\”]) and Corporate legal COVID-19-Decree [\”Gesellschaftsrechtliche COVID-19-Verordnung\”] (COVID-19-Decree [\”COVID-19-GesV\”]) The General Shareholders’ Meeting of DO & CO Aktiengesellschaft on 15th January 2021 will he conducted as a \”virtual shareholders’ meeting\” on the basis of § 1 para 2 of the COVID-19-Law [\”§ 1 Abs 2 COVID-19-GesG\”] as amended by taking into account the interests both of the company and of the participants. This means that for purposes of protecting the health with regard to the General Shareholders’ Meeting of DO & CO Aktiengesellschaft on 15th January 2021 shareholders may not be physically present. The Management Board asks for understanding that the shareholders may not attend the General Shareholders’ Meeting on 15th January 2021 in person. The General Shareholders’ Meeting will take place with the attendance of the Chair of the Supervisory Board, the Chair of the Management Board as well as the other member of the Management Board, the recording Notary Public and four special proxy holders determined by the Company at 1010 Vienna, Mahlerstraße 9.
The information right may be exercised during the virtual General Shareholders’ Meeting by the shareholders themselves by way of electronic communication, that is exclusively in writing by e-mail directly to the e-mail address fragen.doco@hauptversammlung.at of the Company. 2. Transmission of the General Shareholders’ Meeting via internet This is permissible pursuant to data protection rules with regard to Section 3 para 4 COVID-19-Decree and Section 102 para 4 of the Stock Corporation Act. All shareholders of the Company may watch the General Shareholders’ Meeting on 15th January 2021 starting at approximately 12:00 o’clock by using the respective technical means via internet under www.doco.com as a virtual General Shareholders’ Meeting. A registration or login are not required in order to be able to watch the virtual General Shareholders’ Meeting. By way of the transmission of the General Shareholders’ Meeting via internet all shareholders wishing to do so have the chance to watch the General Shareholders’ Meeting by way of an acoustic and optical one-way connection in real time and to watch the presentation of the Management Board and the answering of the shareholders’ questions. Furthermore, please note that the life transmission as a virtual General Shareholders’ Meeting does not provide for a participation via distance (Section 102 para 3 no. 2 Stock Corporation Act [\”§ 102 Abs 3 Z 2 AktG\”]) and for nor exercise of voting rights via distance (Section 102 para 3 no. 3 Stock Corporation Act [\”§ 102 Abs 3 Z 3 AktG\”] and Section 126 Stock Corporation Act [\”§ 126 AktG\”]) and that the transmission via internet is no two-way-connection. Furthermore, please note that the Company is only responsible for the use of technical communication means insofar as they are allocated to its sphere. Furthermore, reference is made to the information on the organisational and technical requirements for participating pursuant to Section 3 para 3 in combination with Section 2 para 4 COVID-19-Decree [\”§ 3 Abs 3 iVm § 2 Abs 4 COVID-19-GesV\”] (\”information for participants\”). II. AGENDA 1. Resolution on the authorization of the Management Board to issue pursuant to Section 174 AktG convertible bonds which grant subscription and/or conversion rights to shares of the Company, including a resolution on the exclusion of the statutory subscription right of shareholders relating to such convertible bonds 2. Resolution on the conditional increase of the share capital of the Company pursuant to Section 159 para. 2 no. 1 AktG for the purpose of issuing to creditors of financial instruments (convertible bonds) (\”Conditional Capital 2021\”) with cancellation of the \”Conditional Capital 2008/2013\” pursuant to the resolutions adopted under Item 8 of the Agenda of the 10th Ordinary General Meeting of Shareholders and under Item 8 of the Agenda of the 15h Ordinary General Meeting of Shareholders and resolution on a corresponding amendment of clause 5 (4) of the Articles of Association III. DOCUMENTS FOR THE GENERAL SHAREHOLDERS’ MEETING; PROVISION OF INFORMATION ON THE COMPANY’S WEBSITE – information on the organizational and technical requirements for participation pursuant to Section 3 para 3 in combination with Section 2 para 4 COVID-19-Decree [\”§ 3 Abs 3 iVm § 2 Abs 4 COVID-19-GesV\”] (\”information for participants\”), – proposals for resolutions on Agenda items 1-2, – Report of the Management Board pursuant to Section 174 para 4 Stock Corporation Act [\”§ 174 Abs 4 AktG\”] in combination with Section 153 para 4 Stock Corporation Act [\”§ 153 Abs 4 AktG\”] on Agenda item1 (exclusion of the subscription right of shareholders when issuing convertible bonds pursuant to Section 174 para 4 Stock Corporation Act [\”§ 174 Abs 4 AktG\”]) – proxy form for the special proxy holders pursuant to Section 3 para 4 COVID-19-Decree [\”§ 3 Abs 4 COVID-19-GesV\”], – question form, – form to revoke power of attorney, – complete text of this convocation. IV. RECORD DATE AND REQUIREMENTS FOR PARTICIPATING IN THE GENERAL SHAREHOLDERS’ MEETING (i) for furnishing the deposit certificate as a text message that meets the criteria of Article 17 (3) of the Articles of Association (ii) for furnishing the deposit certificate in its written form Without the deposit certificate timely reaching the Company, a special proxy holder cannot be effectively appointed. Shareholders are asked to refer to their deposit holding bank and have a deposit certificate issued and submitted. – information on the issuer: name and address or code customarily used for transactions between banks, – information on the shareholder: name, address, date of birth if the shareholder is a natural person, register and register number in its state of origin if the shareholder is a legal entity, – information on the shares: number of shares held by the shareholder, ISIN AT0000818802 (internationally used security identification number), – deposit number or other designation, – period of time to which the deposit certificate refers. In order to serve as proof of share ownership for attendance at the General Meeting of Shareholders, the deposit certificate must refer to the above record date of 5th January 2021 (24 hrs. CEST, Vienna Time). V. APPOINTMENT OF A SPECIAL PROXY HOLDER AND THE PROCEEDINGS TO BE COMPLIED WITH The filing of a motion, the exercise of the voting rights and the raising of an objection in this virtual General Shareholders’ Meeting of DO & CO Aktiengesellschaft on 15th January 2021 may only be exercised by a special proxy holder pursuant to Section 3 para 4 COVID-19-Decree [\”§ 3 Abs 4 COVID-19-GesV\”]. The following persons who are qualified and independent from the Company are proposed as special proxy holders: (i) Mag. Ewald Oberhammer (ii) Dr. Christian Temmel, MBA (iii) Dr. Christoph Nauer, LL.M. (iv) Dipl.-Volkswirt, Dipl.-Jurist Florian Beckermann, LL.M. Each shareholder may chose one of the four above mentioned persons as their special proxy holder and may grant a power of attorney to such person. For granting a power of attorney to the special proxy holders a special power of attorney form can be downloaded from the website of the company under www.doco.com. Please use this power of attorney form. The provisions set forth in the information for participants have to be complied with with regard to issuing the power of attorney, transmitting such and regarding the timeline. A personal submission of the power of attorney at the place of the meeting is explicitly excluded. VI. INFORMATION REGARDING SHAREHOLDERS’ RIGHTS UNDER SECTIONS 109, 110, 118 AND 119 STOCK CORPORATION ACT [\”§§ 109, 110, 118 UND 119 AKTG\”] 1. Shareholders’ request to add items to the Agenda pursuant to Section 109 Stock Corporation Act [\”§ 109 AktG\”] As regards other requirements to be met by the deposit certificates please note the information given on the rules governing attendance of the General Shareholders’ Meeting (Item IV). 2. Shareholders’ proposals for resolutions on any item of the agenda pursuant to Section 110 Stock Corporation Act [\”§ 110 AktG\”] In order to prove ownership of shares, a deposit certificate pursuant to Section 10a Stock Corporation Act [\”§ 10a AktG\”] must be submitted, which certificate must not be older than seven days as of the time of its submission to the Company. More than one deposit certificates regarding shares which only summed up reach the quota of 1%, need to refer to the same date (day, time). As regards other requirements to be met by the deposit certificate please note the information given on the rules governing attendance of the General Shareholders’ Meeting (Item IV). 3. Information right of the shareholders pursuant to Section 118 Stock Corporation Act [\”§ 118 AktG\”] Explicit reference is made to the fact that the information right pursuant to Section 118 of the Stock Corporation Act [\”§ 118 AktG\”] during the virtual General Shareholders’ Meeting also may be exercised during the General Shareholders Meeting by the shareholders themselves only by submitting questions by e-mail directly to the Company only to the e-mail address fragen.doco@hauptversammlung.at. Shareholders are asked to submit all questions already before the General Shareholders’ Meeting in written form by e-mail to the address fragen.doco@hauptversammlung.at, that means in a way so that they reach the Company at the latest on 12th January 2021. Complying with this you enable the Management Board to thoroughly prepare and quickly respond to your questions. Please use the question form, which can be downloaded from the website of the Company under www.doco.com. Explicit reference is made to the fact that the information right pursuant to Section 118 Stock Corporation Act [\”§ 118 AktG\”] during the General Shareholders’ Meeting may be exercised by the shareholders themselves only by submitting questions by e-mail directly only to the Company to the e-mail address fragen.doco@hauptversammlung.at. Please note that during the General Shareholders’ Meeting the Chairman may determine adequate timely restrictions. All information and modalities on the exercise of the information right of the shareholders pursuant to Section 118 Stock Corporation Act [\”§ 118 AktG\”] are set forth in the information for participants. 4. Motions by shareholders in the General Shareholders’ Meeting pursuant to Section 119 Stock Corporation Act [\”§ 119 AktG\”] The condition for this is the evidence of the entitlement to participate pursuant to Section IV of this invitation and the issuance of a respective power of attorney to a special proxy holder pursuant to Section V. of this invitation. Further information and modalities on the exercise of the right to file motions of the shareholders pursuant to Section 119 Stock Corporation Act [\”§ 119 AktG\”] are set forth in the information for participants. 5. Information on Data Protection for the Shareholders Total number of shares and voting rights No physical presence Vienna, December 2020 The Management Board
23.12.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | DO & CO Aktiengesellschaft |
Stephansplatz 12 | |
1010 Wien | |
Austria | |
Phone: | +43 (1) 535 0644 1010 |
Fax: | +43 (1) 74000-1089 |
E-mail: | investor.relations@doco.com |
Internet: | www.doco.com |
ISIN: | AT0000818802 |
WKN: | 81880 |
Listed: | Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Munich, Stuttgart, Tradegate Exchange; London, Vienna Stock Exchange (Official Market) |
End of News | DGAP News Service |