23.04.2019, 18958 Zeichen

General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
23.04.2019
We are pleased to invite our shareholders to the Annual General Meeting, which will take place on Wednesday, May 29, 2019, at 10:00 a.m. (CEST) at the company's seat, A-1020 Vienna, Lassallestrasse 9.
On the day of the Annual General Meeting, May 29, 2019, the presentation of the agenda until the general debate can be viewed via live webcast from 10:00 a.m. (CEST) (9:00 a.m. (BST) - London, 4:00 a.m. (EDT) - New York). After the Annual General Meeting the recording will also be available from 5:00 p.m. (CEST) (4:00 p.m. (BST) - London, 11:00 a.m. (EDT) - New York).
Agenda
Agenda Item 1:
Presentation of the adopted financial statements and the management report as well as the consolidated financial statements including the consolidated management report and the consolidated corporate governance report, the consolidated non-financial report, the proposal for appropriation of the net profit and the Supervisory Board report on the fiscal year 2018.
Agenda Item 2:
Resolution on the appropriation of the net profit shown in the financial statements for the fiscal year 2018.
Agenda Item 3:
Resolution on the discharge of the members of the Management Board for the fiscal year 2018.
Agenda Item 4:
Resolution on the discharge of the members of the Supervisory Board for the fiscal year 2018.
Agenda Item 5:
Resolution on the compensation for the members of the Supervisory Board for the fiscal year 2018.
Agenda Item 6:
Elections to the Supervisory Board. Agenda Item 7:
Election of the auditors of the financial statements and of the consolidated financial statements for the fiscal year 2019.
Shareholder information:
In preparation for the forthcoming Annual General Meeting, we are providing our shareholders with the following documents on our website https://www.a1.group [https://www.a1.group/] from the 21st day prior to the date of the ordinary shareholders' meeting, hence from May 08, 2019, at the latest:
1. the annual report 2018 including the consolidated financial statements and the consolidated management report 2018, the financial statements of the fiscal year 2018 including the management report, the consolidated corporate governance report 2018, the consolidated non-financial report, the proposal of the Management Board for the appropriation of the net profit and the Supervisory Board report for the fiscal year 2018; 2. complete text of this invitation to the Annual General Meeting; 3. the resolution proposals for the agenda by the Management Board and the Supervisory Board; 4. forms for proxy and revocation of proxy; 5. statements according to Sec 87 para 2 Stock Corporation Act.
Furthermore, these documents are also available to the public during business hours (workdays 8:00 a.m. to 5:00 p.m. (CEST)) at the seat of the company, Telekom Austria AG, A-1020 Vienna, Lassallestrasse 9. For postal delivery, please contact our Investor Relations Department (phone +43 (0)50 664 - 47500 or e-mail hauptversammlung.2019@a1.group).
Additional items to the agenda: Shareholders whose shares collectively amount to 5% of the share capital may request in writing (signature required) that additional items are placed on the agenda of the Annual General Meeting of May 29, 2019, and that these additional items are published. Each additional item must be accompanied by a proposal for the resolution to be passed (in any event in German and if desired in an additional language) including reasons (in German required). In case of election of members of the Supervisory Board, the reasons which must be attached are replaced by a declaration of the Supervisory Board candidate according to Sec 87 para 2 Stock Corporation Act. The written request must be submitted to Telekom Austria AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, at the latest by the 21st day prior to the Annual General Meeting (thus by May 08, 2019). The requesting shareholders must be owners of the shares since at least 3 months prior to the date of the request. Proof of this shall be given at the same time the request is made by means of a deposit confirmation by the custodian bank according to Sec 10a Stock Corporation Act in German or English that is no more than seven days old upon submission to the company. The custodian bank shall have its registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD. Furthermore, the deposit confirmation must show that the requesting shareholder has held the shares continuously for at least 3 months at the time of the date of the request. For several shareholders who only jointly hold the required number of shares amounting to 5% of the share capital, the deposit confirmations for all the shareholders shall refer to the same point of time (date and time).
Resolution proposals: Until the end of the 7th business day prior to the Annual General Meeting (thus, by May 20, 2019) shareholders whose shares collectively amount to at least 1% of the share capital may submit (by fax to +43 (0)50 664 9 49040 or by mail to Telekom Austria AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, or by e-mail to hauptversammlung.2019@a1.group) written (i.e. in text form) proposals for the resolutions to be passed and may request that these proposals are made available on the company's website, together with the names of the respective shareholders, the reasons which must be attached and a possible statement by the Management Board or the Supervisory Board. In case of a proposal for election of a Supervisory Board member the reasons which must be attached are replaced by a declaration of the Supervisory Board candidate according to Sec 87 para 2 Stock Corporation Act. The Supervisory Board candidate must disclose in such declaration his/her expert qualifications, professional or similar functions, as well as all circumstances which might give rise to concerns of a conflict of interests.
In order to prove the shareholder's status, the shareholder shall submit a deposit confirmation according to Sec 10a Stock Corporation Act in German or English from the custodian bank with registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD. This confirmation may not be more than 7 days old upon submission to the company. For several shareholders who only jointly hold the required number of shares amounting to 1% of the share capital, the deposit confirmations for all the shareholders shall refer to the same point of time (date and time). The company will comply with such request within 2 business days after its receipt, unless
1. it contains no reasons or the declaration according to Sec 87 para 2 Stock Corporation Act is not provided, 2. it would lead to a resolution by the Annual General Meeting, which is unlawful or in contradiction to the Articles of Association, 3. a similar proposal based on the same circumstances is already accessible for the shareholders, 4. the proposal qualifies as slander (Sec 111 Austrian Penal Code) or libel (Sec 115 Austrian Penal Code) or the Management Board would become liable to prosecution for making the proposal accessible or 5. the shareholders indicate that they will not attend the Annual General Meeting and will not be represented by anyone.
The reasons do not have to be published on the company's website, if they contain more than 5,000 characters total or if the statement fulfils one of the elements in the above-mentioned item 4. If several shareholders deliver resolution proposals for the same item of the agenda, the Management Board may summarize the resolution proposals and their reasons. The resolution proposals must be submitted in any event in German and if desired an additional language; a German version of the reasons is required.
Please note that each shareholder is entitled to make proposals at the Annual General Meeting for each item of the agenda. Resolution proposals which according to Sec 110 Stock Corporation Act have been published on the company's website shall only be voted on if they are repeated at the Annual General Meeting as proposals for passing a resolution. For a shareholder to propose the election of a member to the Supervisory Board, the timely submission of an election proposal in text form pursuant to Section 110 Stock Corporation Act, to be accompanied by a statement pursuant to Section 87 Para 2 Stock Corporation Act, is mandatory.
Right to information: Upon request at the Annual General Meeting each shareholder shall be granted information about the affairs of the company, if necessary to make possible the correct evaluation of an item on the agenda. The right to information extends to legal and business relations of the company with affiliated companies. The right to information also extends to the status of the group and the companies included in the consolidated financial statements. Information rendered shall comply with the principles of diligent and accurate accountability. The information may be refused if
1. such information - according to a reasonable economic evaluation - could be of considerable detriment to the company or to an affiliated company, or 2. providing the information would constitute an offence.
The reason for refusing to provide information must be stated.
Participation: Shareholders may attend our Annual General Meeting and may exercise shareholder rights, if they are shareholders of our company at the end of the 10th day prior to the Annual General Meeting (record date), which is May 19, 2019, 12:00 midnight (CEST) (local time Vienna). The shareholder status shall be proven by a deposit confirmation in German or English. This deposit confirmation must be issued by the custodian bank which has its registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD and shall be received by the company by the 3rd business day prior to the Annual General Meeting at the latest. Please note that this deadline ends on May 24, 2019.
The deposit confirmations shall be sent to the company
1. in text form according to Sec 16 para 2 of the Articles of Association
per telefax: +43 (0)1 8900 500 52 or
per e-mail: anmeldung.telekom@hauptversammlung.at (deposit confirmation by PDF)
1. in written form and duly signed (official company signature) by mail or courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, or
via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively 599); please indicate in the wording ISIN AT 0000720008.
Submitting the deposit confirmation serves at the same time as registration for the Annual General Meeting. The deposit confirmation shall contain the following information:
1. the issuer by reference to name (company name) and address or a code customary in transactions between banks (e.g. BIC code), 2. the shareholder by reference to name (company name) and address, date of birth in case of physical persons and in case of legal persons, if applicable, registry and company registration number under which the legal person is registered in its country of origin, 3. deposit number or, if not available, an alternative identification, 4. number of shares held by the shareholder, ISIN (please indicate in the wording ISIN AT 0000720008), 5. explicit confirmation that the deposit confirmation refers to the record date, which is May 19, 2019, 12:00 midnight (CEST) (local time Vienna).
Shareholders may nominate representatives. The proxy or the revocation of a proxy may be sent to the company by mail to Telekom Austria AG, c/o HV- Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, by fax to +43 (0)1 8900 500 52 or by e-mail to anmeldung.telekom@hauptversammlung.at (proxy or revocation of a proxy attached as a PDF-file). The proxy or the revocation of a proxy may also be sent via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively 599); please indicate in the wording ISIN AT 0000720008.
The proxy or the revocation of the proxy has to be submitted to the company by 4:00 p.m. (CEST) on the day prior to the Annual General Meeting (thus by May 28, 2019). Thereafter, the proxy or the revocation must be brought personally for registration to the venue of the Annual General Meeting.
For the proxy or its revocation at least text form is required. If the shareholder has granted authority to his custodian bank, it is sufficient if this bank makes an additional statement along with the deposit confirmation that the shareholder has given authority to the bank. In order to facilitate the handling of the proxies we recommend the use of the forms available on our website.
An additional service is available for shareholders: a representative of the Austrian Shareholder Association IVA, Feldmühlgasse 22/4, A-1130 Vienna, will serve as an independent proxy bound to comply with instructions from the shareholder in exercising the shareholder's voting rights. On the part of IVA, Wilhelm Rasinger has been named to represent these shareholders. To authorise Wilhelm Rasinger to serve as the proxy, a special proxy form is available for downloading on the website of the Company at https://www.a1.group [https:// www.a1.group/], which must be received by the Company only at one of the above- mentioned addresses (fax, e-mail, mail, SWIFT). In addition, it is possible for the shareholder to directly contact Wilhelm Rasinger by phone at +43 (0) 1 8763343 - 30 or by e-mail wilhelm.rasinger@iva.or.at.
The shareholder is required to precisely instruct Wilhelm Rasinger how he (or a designated authorised sub-representative) has to exercise the shareholder's voting rights. Wilhelm Rasinger will exercise the voting rights of the shareholder exclusively on the basis of the instructions submitted by the shareholder. The proxy is to be considered invalid if no precise instructions are contained in it. Please note that the proxy does not accept any instructions to speak at the Annual General Meeting, to raise objections against any resolutions, to pose questions or to make proposals at the Annual General Meeting.
To enable smooth access and security procedure to the meeting, we ask the participants to arrive at the venue on time before the Annual General Meeting begins. To identify yourself, please bring along an official photo identification. The issuance of voting cards will start at 9:00 a.m. (CEST).
Please use public transportation (e.g. underground line U1, station "Vorgartenstraße").
Information on the data privacy shareholders: Telekom Austria AG processes the personal data of shareholders (in particular the information according to Section 10a Para 2 AktG; i.e. name, address, date of birth, number of the securities custody account, number of shares held by the shareholder, type of share if applicable, number of the voting card as well as the name and date of birth of the designated proxy, if applicable) on the basis of legally valid data privacy regulations, especially the EU's General Data Protection Regulation (GDPR) as well as the Austrian Data Protection Act, in order to enable shareholders to exercise their rights at the Annual General Meeting. The processing of the personal data of shareholders is absolutely necessary for the participation of shareholders and their representatives in the Annual General Meeting pursuant to Austrian Stock Corporation Act. The legal foundation for processing of personal data is, thus, in fulfillment of this obligation Art 6 Para 1 lit c GDPR. According to Art 4 lit 7 GDPR Telekom Austria AG is controller of the processing of personal data. Telekom Austria AG uses external service companies such as notaries public, lawyers and banks for the purpose of holding the Annual General Meeting. They only receive the personal data from Telekom Austria AG which is required to carry out the contracted service, and exclusively process data in accordance with the instructions provided by Telekom Austria AG. If legally required, Telekom Austria AG has concluded data privacy agreements with these service companies. If a shareholder takes part in the Annual General Meeting, all shareholders and their representatives who are present, the Management Board and Supervisory Board members, the notary and all their individuals with the legal right to participate are allowed to look at the legally required list of participants (Sec 117 AktG) and, thus, also see the personal data included in the list (e.g. name, place of residence, number of shares). Telekom Austria AG is also legally obliged to submit personal shareholder data (especially the list pf participants) to the Commercial Register as part of the notarial record (Sec 120 AktG).
Please find further information with regard to the data privacy policy of Telekom Austria AG on our website via the following link: https://www.a1.group/ en/meta/19051
Total number of shares and voting rights at time of invitation: The share capital of the company amounts to EUR 1,449,274,500 and is divided into 664,500,000 no par value bearer shares. Every share grants the right to one vote. At the time of this invitation, the company holds 415,159 treasury shares without entitlement to vote. At the time of this invitation, the total number of shares entitling to participation and the right to vote amounts to 664,084,841.
Further information regarding the election of members of the Supervisory Board: Sec 8 para 1 of the Articles of Association of Telekom Austria AG provides for the possibility of an election of up to ten members of the Supervisory Board to be elected by the Annual General Meeting. Six men and four woman elected represent the shareholders in the Supervisory Board. The terms of one female and two male Supervisory Board members expire.
The shareholder representatives of the Supervisory Board disagreed towards the Chair with the overall fulfillment of the gender quota according to Sec 86 para 9 Stock Corporation Act. The minimum quota pursuant to Section 86 para 7 Stock Corporation Act (minimum of 30 % female members) with regard to the shareholder representatives will be fulfilled. Paying Agent: UniCredit Bank Austria AG.
For further information please visit our Website at https://www.a1.group [https: //www.a1.group/].
Vienna, 23 April 2019 The Management Board
International Securities Identification Number (ISIN) AT 0000720008
end of announcement euro adhoc
Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/documents/287/12/10294430/1/Invitation_Agenda.pdf
issuer: Telekom Austria AG Lassallestrasse 9 A-1020 Wien phone: 004350664 47500 FAX: mail: investor.relations@a1.group WWW: www.a1.group ISIN: AT0000720008 indexes: WBI, ATX stockmarkets: Wien language: English
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