EQS-News: EuroTeleSites AG / Announcement of the Convening of the General
Meeting
CONVOCATION OF THE 2ND ANNUAL GENERAL MEETING
30.04.2025 / 11:41 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
CONVOCATION OF THE 2ND ANNUAL GENERAL MEETING
We hereby invite our shareholders to the 2nd Annual General Meeting, which
will take place on Wednesday, 4 June 2025, at 10:00 am CEST at the
Company’s registered seat, Lassallestraße 9, A-1020 Vienna.
The Annual General Meeting is held as a presence meeting. On the day of
the Annual General Meeting the presentation of the agenda can be viewed
from 10:00 am CEST until the beginning of the general debate via live
stream on (1)https://eurotelesites.com. The recording of the Annual
General Meeting will remain accessible after the meeting.
1. AGENDA
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 and the Report of the Supervisory Board for the
financial year 2024
2. Resolution on the discharge of the members of the Management Board for
the financial year 2024
3. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2024
4. Election of the auditor of the Financial Statements and of the
Consolidated Financial Statements as well as the auditor of the
Sustainability Report for the financial year 2025
5. Resolution on the Remuneration Report
6. Resolution on the compensation for the members of the Supervisory
Board for the financial year 2024
7. Elections to the Supervisory Board
8. Resolution on the amendment of the Articles of Association in Sections
13, 15 and 18
2. DOCUMENTS
In particular the following documents will be available from 14 May 2025
at the latest on the Company’s website entered in the commercial register
at
(2)https://eurotelesites.com/investor-relations/annual-general-meeting/:
• Convocation
• Resolution Proposals by the Management Board and the Supervisory Board
on the agenda items 2 to 8
• Forms for granting and revoking proxy pursuant to Section 114 of the
Stock Corporation Act
• Consolidated Financial Statements 2024 and Consolidated Management
Report 2024
• Financial Statements 2024 and Management Report 2024
• Consolidated Corporate Governance Report 2024
• Report of the Supervisory Board for the financial year 2024
• Renumeration Report 2024 pursuant to Section 78c of the Stock
Corporation Act concerning agenda item 5
• Statements of the candidates for the election to the Supervisory Board
according to Section 87 para 2 Stock Corporation Act and CVs of the
candidates
• A comparison of the current version and the amended version of the
Company’s Articles of Association
3. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
Only persons who are shareholders at the end of 25 May 2025 (12:00
midnight CEST) (“record date”) and provide the Company with evidence of
their shareholding are entitled to participate in the Annual General
Meeting. Proof of shareholder status is to be provided by means of a
deposit confirmation in accordance with Section 10a Stock Corporation Act
in German or English and shall be received by the Company at the latest on
30 May 2025 (12:00 midnight CEST).
Deposit confirmations shall be sent to the Company:
• by e-mail: (3)anmeldung.eurotelesites@hauptversammlung.at; in
text form according to Section 16 para 2 of the Articles of
Association of the Company (deposit confirmation in PDF format);
• by fax: +43 (0) 1 890050050;
• by mail/courier: EuroTeleSites AG, c/o
HV-Veranstaltungsservice GmbH, Re: EuroTeleSites HV, Köppel 60, A-8242
St. Lorenzen am Wechsel; in written form and duly signed; or
• by SWIFT: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively
MT599); please ensure that ISIN AT000000ETS9 is stated in the wording.
Submitting the deposit confirmation serves at the same time as
registration for the Annual General Meeting.
Deposit Confirmation in accordance with Section 10a Stock Corporation Act
The deposit confirmation must be issued by the custodian bank which has
its registered office in a member state of the European Economic Area or
in a full member state of the OECD and shall contain the following
information:
• the issuer by reference to name (company name) and address or a code
customary in transactions between banks (eg BIC code);
• the shareholder by reference to name (company name) and address; date
of birth in case of natural persons; in case of legal persons, if
applicable, registry and company registration number under which the
legal person is registered in its country of origin;
• deposit number or, if not available, an alternative identification;
• number of shares held by the shareholder and ISIN AT000000ETS9;
• explicit confirmation that the deposit confirmation refers to the
record date, which is 25 May 2025 (12:00 midnight CEST).
Representation
Shareholders may nominate natural or legal persons as representatives. The
proxy holder attends the Annual General Meeting on behalf of the
shareholder and has the same rights as the represented shareholder. A
shareholder is not restricted in terms of the number of persons he/she
appoints to represent him/her.
The proxy or the revocation of a proxy shall be sent to the Company:
• by e-mail: (4)anmeldung.eurotelesites@hauptversammlung.at
(scan in PDF format to be attached);
• by fax: +43 (0) 1 890050050;
• by mail/courier: EuroTeleSites AG, c/o
HV-Veranstaltungsservice GmbH, Re: EuroTeleSites HV, Köppel 60, A-8242
St. Lorenzen am Wechsel; or
• by SWIFT: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively
MT599); please ensure that ISIN AT000000ETS9 is stated in the wording.
The proxy or the revocation of the proxy shall be received by the Company
by 30 May 2025, 4:00 pm CEST. Thereafter, the proxy or the revocation of
the proxy may be handed over to the Company in person at the registration
to the Annual General Meeting at the meeting place.
For the proxy or its revocation at least text form is required. If the
shareholder has granted proxy to his/her custodian bank, it is sufficient
if this bank makes an additional declaration along with the deposit
confirmation that the shareholder has given proxy to the bank. These
declarations may be submitted by the custodian bank also by SWIFT
GIBAATWGGMS, Message Type MT598 (alternatively MT599), whereby it shall be
ensured that ISIN AT000000ETS9 is stated in the wording.
Shareholders are advised that they must fulfil all requirements for
participation even if they grant a proxy.
In order to facilitate smooth processing, we recommend the use of the
forms available on the Company’s website ((5)https://eurotelesites.com) at
the latest on 14 May 2025.
Independent Proxy
An additional service is available for shareholders: a representative of
the Austrian Shareholder Association (Interessenverband für Anleger, 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, Florian Beckermann has
been named to represent these shareholders. To authorise Florian
Beckermann to serve as the proxy, a special proxy form is available for
download on the website of the Company at (6)https://eurotelesites.com,
which must be received by the Company only at one of the above-mentioned
addresses listed under the heading “Representation” (e-mail, fax,
mail/courier, SWIFT).
It is possible for shareholders to directly contact Florian Beckermann by
phone at +43 (0) 1 8763343 or by e-mail
(7)beckermann.eurotelesites@hauptversammlung.at.
The shareholder is required to precisely instruct Florian Beckermann how
he (or a designated authorised sub-representative) has to exercise the
shareholder’s voting rights. We ask our shareholders to send instructions
to (8)beckermann.eurotelesites@hauptversammlung.at. This address is for
contacting Florian Beckermann before and during the Annual General
Meeting. Florian Beckermann 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.
Admission to 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 am CEST.
Please use public transportation (eg underground line U1, station
Vorgartenstraße, exit Radingerstraße).
4. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109,
110, 118 AND 119 OF THE STOCK CORPORATION ACT
Request for additional items on the agenda (Section 109 Stock Corporation
Act)
Shareholders whose shares individually or collectively amount to 5% of the
share capital can request items to be placed on the agenda of the Annual
General Meeting and announced. Each item on the agenda must be accompanied
by a resolution proposal and a statement of reasons. In case of elections
to the Supervisory Board, the statement of the proposed person in
accordance with Section 87 para 2 Stock Corporation Act replaces the
statement of reasons. The agenda item and the resolution proposal, but not
the related statement of reasons, must be submitted in any case also in
German.
The application must be in written form with personal or company signature
of each applicant and must be received by EuroTeleSites AG, Investor
Relations Department, Lassallestraße 9, A-1020 Vienna, by 14 May 2025
(12:00 midnight CEST). If the application is sent by e-mail to
(9)hauptversammlung@eurotelesites.com, the written form is replaced by
using a qualified electronic signature.
The applicants must have held the shares for at least three months before
submitting the application. This must be proven at the same time as the
application by means of a deposit confirmation in accordance with Section
10a Stock Corporation Act.
Resolution proposals (Section 110 Stock Corporation Act)
Until 23 May 2025 (12:00 midnight CEST), shareholders whose shares
individually or collectively amount to 1% of the share capital can submit
proposals for resolution to the Company on any item on the agenda and
request that these resolution proposals be published together with the
names of the relevant shareholders, the statement of reasons and any
statement by the Management Board or the Supervisory Board on the
Company's website ((10)https://eurotelesites.com). In case of a proposal
for the election of a member of the Supervisory Board, the statement of
the proposed person according to Section 87 para 2 Stock Corporation Act
replaces the statement of reasons. The resolution proposal, but not the
related statement of reasons, must in any case also be submitted in
German.
These documents, including proof of shareholder status, are to be provided
in the form of a deposit confirmation in accordance with Section 10a Stock
Corporation Act, in text form (by mail to EuroTeleSites AG, Investor
Relations Department, Lassallestraße 9, A-1020 Vienna, by fax to +43 (0) 1
890050050 or by e-mail to (11)hauptversammlung@eurotelesites.com).
If several shareholders deliver resolution proposals for the same item of
the agenda, the Management Board may summarize the resolution proposals
and their statement of reasons.
Regarding proposals for the election of Supervisory Board members it is
further noted that the Company is subject to Section 86 para 7 Stock
Corporation Act. In accordance with Section 86 para 9 Stock Corporation
Act the majority of the Supervisory Board members elected by the Annual
General Meeting (capital representatives) raised an objection against the
joint fulfillment more than six weeks before the Annual General Meeting;
subject to the future appointment of employee representatives to the
Supervisory Board. The minimum quota of 30% women and 30% men must
therefore be met separately by the capital representatives of the
Supervisory Board for this election. If the number of Supervisory Board
members remains unchanged, at least three seats of the capital
representatives on the Company's Supervisory Board must therefore be
occupied by women and men respectively, in order to meet the minimum
quota. Currently, six seats of the capital representatives are held by
women and four seats by men.
Deposit confirmation when adding further items on the agenda or when
proposing resolutions
As proof of shareholder status, shareholders have to attach a deposit
confirmation in accordance with Section 10a Stock Corporation Act in
German or English from the depositary bank with its registered office in a
member state of the European Economic Area or in a full member state of
the OECD, which must not be older than seven days at the time of
submission to the Company. If there are several shareholders who only
collectively achieve the required share ownership of 5% or 1% of the share
capital, the deposit confirmations for all shareholders must refer to the
same point in time (day, time).
Right to submit motions (Section 119 Stock Corporation Act)
Each shareholder is entitled to submit motions to any item on the agenda
at the Annual General Meeting. Resolution proposals which according to
Section 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 (Section 118 Stock Corporation Act)
During the Annual General Meeting, each shareholder shall be granted
information about the affairs of the Company, to the extent necessary for
the proper assessment of an item on the agenda. The right to information
extends to legal and business relations of the Company with affiliated
companies as well to the status of the Group and the companies included in
the Consolidated Financial Statements. The provided information must
comply with the principles of diligent and truthful accountability.
Information may be refused if – according to a reasonable economic
judgement – it could be of considerable disadvantage to the Company or to
an affiliated company or providing the information would constitute a
criminal offence. The reason for refusing to provide information must be
stated.
5. INFORMATION ON DATA PRIVACY
EuroTeleSites AG processes the personal data of shareholders (in
particular the information according to Section 10a para 2 Stock
Corporation Act; ie 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 e-mail address,
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 the
Stock Corporation Act. The legal foundation for processing of personal
data is Art 6 para 1 lit c GDPR. According to Art 4 no 7 GDPR,
EuroTeleSites AG is controller of the processing of personal data.
EuroTeleSites AG uses external service companies such as notaries, lawyers
and banks for the purpose of holding the Annual General Meeting. They only
receive the personal data from EuroTeleSites AG which is required to carry
out the contracted service, and exclusively process data in accordance
with the instructions provided by EuroTeleSites AG.
Participating shareholders and their representatives must be included in
the legally required list of participants (Section 117 Stock Corporation
Act). Other shareholders or their representatives, the members of the
Management Board and Supervisory Board, the notary and all other persons
with a statutory right of participation may study this directory and
thereby also see the personal data mentioned therein (including name,
place of residence, number of shares). EuroTeleSites AG is also legally
obliged to submit personal shareholder data (especially the list of
participants) to the commercial register as part of the notarial record
(Section 120 Stock Corporation Act).
Please find further information regarding the data privacy policy of
EuroTeleSites AG on our website via:
(12)https://eurotelesites.com/data-privacy-notice/.
6. FURTHER INFORMATION
Total number of shares and voting rights at time of the convocation
The share capital of the Company amounts to EUR 166,125,000.00 and is
divided into 166,125,000 no par value bearer shares. Every share grants
the right to one vote. At the time of this convocation, the total number
of shares entitling to participation and the right to vote amounts to
166,125,000. There are neither multiple classes of shares nor does the
Company hold any treasury shares.
For further information please visit our website at
(13)https://eurotelesites.com.
Vienna, April 2025
The Management Board
══════════════════════════════════════════════════════════════════════════
30.04.2025 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: EuroTeleSites AG
Lassallestraße 9
1020 Wien
Austria
E-mail: info@eurotelesites.com
Internet: eurotelesites.com
ISIN: AT000000ETS9
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
2126910 30.04.2025 CET/CEST
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=2126910&application_name=news&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf
References
Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f7d02d0c004f423419c17f5831306bc9&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
3. mailto:anmeldung.eurotelesites@hauptversammlung.at
4. mailto:anmeldung.eurotelesites@hauptversammlung.at
5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d7bca424baf2fefe2d0834df2d39e857&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
7. mailto:beckermann.eurotelesites@hauptversammlung.at
8. mailto:beckermann.eurotelesites@hauptversammlung.at
9. mailto:hauptversammlung@eurotelesites.com
10. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
11. mailto:hauptversammlung@eurotelesites.com
12. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=cbc8af7db1c841fbb5a9f82d0239bd2d&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
13. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=233b428732746a521aa751e943a5eeaf&application_id=2126910&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
OTS original text press release with the exclusive in terms of content of the sender – www.ots.at |