EQS-News: AUSTRIACARD HOLDINGS AG / Announcement of the Convening of the
General Meeting
AUSTRIACARD HOLDINGS AG:
23.05.2025 / 07:29 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.
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AUSTRIACARD HOLDINGS AG
Corporate seat: Vienna, FN 352889 f, ISIN: AT0000A325L0
(the „Company“ or „AUSTRIACARD“)
CONVOCATION
to the
15th ANNUAL GENERAL MEETING
of
AUSTRIACARD HOLDINGS AG
registered under FN 352889 f with the companies register held by the
Commercial Court Vienna
which will be held on Tuesday, 24 June 2025, at 10:00 a.m. (Vienna Time),
at the premises “Säulenhalle” of the Vienna Stock Exchange, Wallnerstraße
8, 1010 Vienna, Austria,
with the following:
1. Agenda
1. Presentation of the approved annual financial statements together with
the management report, the consolidated financial statements together
with the consolidated management report, the consolidated corporate
governance report, the consolidated non-financial report, the proposal
for a resolution on the appropriation of profit, and the report of the
supervisory board for the financial year 2024.
2. Resolution on the appropriation of profit.
3. Resolution on granting discharge to the members of the management
board with regard to the financial year 2024.
4. Resolution on granting discharge to the members of the supervisory
board with regard to the financial year 2024.
5. Appointment of the auditor for the audit of the annual financial
statements and the consolidated financial statements for the financial
year 2025, and the auditor of the sustainability report for the
financial year 2025.
6. Resolution on the remuneration report for the management board and
supervisory board.
7. Resolution upon remuneration of the supervisory board.
8. Resolution on the remuneration policy for the management board and
supervisory board.
9. Resolution to authorize the management board:
a. to acquire the Company’s own shares pursuant to Sec 65 para 1
no 8 and para 1a and 1b AktG via the stock exchange, a public
offer or over-the-counter in the extent of up to 10% of the share
capital, also with the exclusion of pro rata shareholder rights
of re-purchase (reverse exclusion of subscription rights);
b. to decide on any other mode of transferring the Company’s own
shares pursuant to Sec 65 para 1b AktG, i.e. other than via the
stock exchange or a public offer, while applying mutatis mutandis
the rules on the exclusion of shareholder subscription rights;
and
c. to reduce the share capital by canceling these shares with no
further resolution of the general meeting.
10. Resolution to authorize the management board to increase, subject to
approval by the supervisory board, the Company’s share capital as set
forth in Sec 169 AktG (authorized capital 2025) against contribution
in cash and/or in kind, including authorization to exclude
subscription rights, including the resolution on the revocation of the
existing authorization pursuant to item 4.9 of the articles of
association with a corresponding amendment of item 4.9 of the articles
of association.
11. Elections of members of the supervisory board.
2. Provision of information
In particular the following documents will be made available on the
Company’s registered website (https://www.austriacard.com/agm/) no later
than 3 June 2025 pursuant to Sec 108 para 3 and 4 Austrian Stock
Corporation Act (“AktG”):
• Annual financial statements and management report for the financial
year 2024;
• Consolidated financial statements and consolidated management report
for the financial year 2024;
• Consolidated corporate governance report for the financial year 2024;
• Consolidated non-financial report for the financial year 2024;
• Report of the supervisory board for the financial year 2024;
• The management board’s proposal for the resolution on the
appropriation of profit;
• Remuneration report for the management board and supervisory board for
the financial year 2024;
• Remuneration policy for the management board and supervisory board;
• Proposals for resolutions on the agenda items 2 to 11;
• Transparency information pursuant to Sec 270 Abs 1a Austrian Companies
Code (UGB) in connection with agenda item 5;
• Report of the management report regarding agenda item 9;
• Report of the management report regarding agenda item 10;
• Articles of association in the proposed amended version together with
a comparison to the current version in connection with agenda item 10;
• Declaration of the proposed supervisory board candidates pursuant to
Sec 87 para 2 AktG including curricula vitae regarding agenda item 11;
• Proxy forms for granting and revoking proxy pursuant to Sec 114 AktG;
• Template for deposit receipt (Sec 10a AktG);
• Information regarding the processing of data in connection with the
Annual General Meeting; and
• This convocation to the Annual General Meeting.
3. Requirements for participation in the Annual General
Meeting
3.1. Record Date
The right to participate in the Annual General Meeting and to exercise
voting rights and further shareholder rights which may be exercised in the
course of the Annual General Meeting depends on the share ownership at the
end of the tenth day prior to the day of the Annual General Meeting, and
thus on 14 June 2025, end of day (24:00 hrs Vienna Time) (“Record
Date”).
Only shareholders who are capable of evidencing to the Company their share
ownership on the Record Date have the right to participate and exercise
their shareholder rights in the Annual General Meeting. Share ownership on
the Record Date must be verified by submission of a deposit certificate
pursuant to Sec 10a AktG.
The deposit certificate must be received by the Company no later than on
the third working day prior to the Annual General Meeting, and thus no
later than on 18 June 2025 (receipt by the Company), through one of the
following communication channels and addresses, respectively, pursuant to
section 8.3.4 of the articles of association of the Company:
Via fax:
+43 (0) 1 8900 500 50
Via SWIFT:
GIBAATWGGMS
(Message Type MT598 or MT599, please include ISIN AT0000A325L0 in the
text)
Via email:
(1)anmeldung.austriacard@hauptversammlung.at
(Deposit certificate as scanned attachment, e.g. in PDF format)
Via mail/courier:
HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen am Wechsel
Austria
Please note that the appointment of a proxy and the exercise of the right
to information by shareholders can be validly effected only if a deposit
receipt being received by the Company in due time.
3.2. Deposit Certificate
The deposit certificate must be issued by (i) a depository credit
institution, (ii) a depository financial service provider or (iii) a
central securities depository that holds securities accounts with end
customers, in each case with its seat in a member state of the European
Economic Area or in a full member state of the OECD and must include the
following (Sec 10a para 2 AktG):
• Information on the issuer: name/company name and address or a code
commonly used between banks (SWIFT-Code),
• Information on the shareholder: name/company name, address, date of
birth in case of natural persons or in case of legal persons,
designation of commercial register and registration number with which
the legal person is registered in its home state,
• Information on the shares: number of shares held by the shareholder,
ISIN AT0000A325L0 (internationally used securities identification
number),
• Deposit number, securities account number or other identification of
securities account,
• Term or period, to which the deposit certificate relates.
The deposit certificate will be accepted in German or English.
4. Appointment of a proxy and the procedure to be
followed
Every shareholder who has the right to participate in the Annual General
Meeting may appoint a proxy who attends the meeting in the name of the
shareholder and is vested with the same rights as the shareholder being
represented. The proxy appointment must be granted to a specific person
(either a natural or a legal person). There is no restriction on the
number of persons who can be appointed as proxy. Pursuant to section 8.5.3
of the articles of association of AUSTRIACARD HOLDINGS AG, the proxies
must be granted in text form. Revocations of proxy appointments also
require text form at least. The proxy forms and the forms for revocation
of a proxy appointment must be received and kept by the Company.
In the interest of the proper preparation of the Annual General Meeting,
proxy forms should be provided by 20 June 2025, 4:00 pm (Vienna time)
through one of the following communication channels and addresses:
Via fax: +43 (0) 1 8900 500 50
Via email: (2)anmeldung.austriacard@hauptversammlung.at
whereas the proxy is to be attached to the email in text form, e.g. in PDF
format;
Via mail/courier: HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen am Wechsel
Austria
If the shareholder has issued a proxy to a depository credit institution,
a depository financial service provider or a central securities depository
that holds securities accounts with end customers (Sec 10a AktG), a
confirmation of such institute in addition to the deposit certificate
stating that it was granted proxy shall suffice. The confirmation may also
be made by the depository credit institution, depository financial service
provider, or central securities depository that holds securities accounts
with end customers via SWIFT, GIBAATWGGMS (please indicate Message Type
MT598 or Type MT599 and ISIN AT0000A325L0 in the text in any case).
The shareholders are hereby informed that also in case of issuance of
proxies the requirements for attending the General Meeting, as described
under section 3 (Requirements for Participation in the Annual General
Meeting) must be met.
4.1. Independent proxy
As a special service and in accordance with our corporate governance, Mr
Florian Beckermann, c/o Interessenverband für Anleger, Feldmühlgasse 22,
1130 Vienna, Austria, will be available to shareholders as an independent
proxy for the exercise of voting rights at the Annual General Meeting in
accordance with instructions. Mr Florian Beckermann may be contacted via
email (beckermann.austriacard@hauptversammlung.at). The independent proxy
will be present at the Annual General Meeting and accessible during the
Annual General Meeting via email address
(3)beckermann.austriacard@hauptversammlung.at. The costs of the
independent proxy are fully borne by AUSTRIACARD HOLDINGS AG. All other
costs, in particular own bank charges for the deposit certificate or
postage costs, shall be borne by the shareholders.
In case proxy is granted to the independent proxy, the shareholder must,
also, obtain a deposit certificate. Mr Florian Beckermann must be
authorized in text form either on the deposit confirmation or using the
respective form provided on the Company’s website
https://(4)www.austriacard.com/agm/. The deposit certificate and the proxy
must then be sent by the shareholder to Mr Florian Beckermann, IVA, c/o
HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen/Wechsel,
Austria, or via email to (5)beckermann.austriacard@hauptversammlung.at. As
the deposit certificate including the proxy must be received in good time
before the Annual General Meeting, we kindly ask you to take into account
the time required for transmission. Shareholders may issue instructions to
Mr Florian Beckermann as to how he (or, if applicable, a sub-proxy
authorized by Mr Beckermann) is to exercise the voting right.
Mr Florian Beckermann exercises the voting right exclusively based on the
instructions issued by the shareholder. If no instructions are issued
(e.g., for individual agenda items) or if instructions are unclear (e.g.,
simultaneously FOR and AGAINST the same proposed resolution), Mr Florian
Beckermann will abstain from voting. If an individual vote is held on an
agenda item, an instruction issued in this regard applies accordingly to
each individual vote on this agenda item. Please note that the proxy will
not accept any instruction to make requests to speak, to raise objections
to resolutions of the Annual General Meeting or to ask questions or
propose motions.
The proxy form, the form for revocation of the proxy appointment as well
as the proxy form to grant authorization to Mr Florian Beckermann and a
form to give voting instructions are available on the Company’s website
from 3 June 2025, at (6)www.austriacard.com/agm.
Shareholders who have issued a proxy may nevertheless exercise their
rights at the Annual General Meeting. Personal attendance will be deemed
to constitute revocation of any voting proxies previously issued.
5. Information on shareholder rights
5.1. Request for agenda items by shareholders (Sec 109 AktG)
Pursuant to Sec 109 AktG shareholders whose shares, individually or in
aggregate, total at least 5% of the registered capital, individually or in
aggregate, may request (to the Company in writing) that items are added to
the agenda of the Annual General Meeting and are published. “In writing”
means with handwritten signature or corporate signature by the respective
applicant or, if by email, with a qualified electronic signature. Each
agenda item submitted must be accompanied by a respective resolution
proposal (also in German language) and an explanation thereof.
Applicants must have held their shares for at least three months prior to
the submission of their request. Deposit certificates evidencing share
ownerships may not be older than seven days upon receipt by the Company
and must confirm that the submitting shareholder has held the shares (5%
of the registered capital) continuously for a period of at least three
months prior to submission. In case of several shareholders holding the
required share ownership of 5% of the share capital only in aggregate,
deposit certificates of such shareholders must refer to the same record
date. Regarding other requirements for deposit certificates, reference is
also made to the remarks under section 3 (requirements for participation
in the Annual General Meeting) above.
The request for additional agenda items will be accepted only if received
by the Company in writing no later than on the 21^st day prior to the
Annual General Meeting, and thus by no later than 3 June 2025, at the
address AUSTRIACARD HOLDINGS AG, Lamezanstraße 4-8, 1230 Vienna, Austria,
attn. Mag. Markus Kirchmayr, or, if by email, with qualified electronic
signature to (7)anmeldung.austriacard@hauptversammlung.at.
5.2. Proposed resolutions of shareholders (Sec 110 AktG)
Pursuant to Sec 110 AktG shareholders whose shares, individually or in
aggregate, total at least 1% of the registered capital, may submit
resolution proposals together with an explanation for each agenda item by
written request pursuant to Sec 13 para 2 AktG and may request that such
resolution proposals, together with the name of the respective
shareholders, the accompanying explanation and any optional statement of
the management board or supervisory board be made available on the
Company’s website (www.austriacard.com). The resolution proposal, but not
its explanation, must in any case be submitted in German language. If a
shareholder proposes the election of a person to the supervisory board,
the respective person’s declaration pursuant to Sec 87 para 2 AktG
replaces the explanation.
Deposit certificates evidencing share ownerships may not be older than
seven days upon receipt by the Company. In case of several shareholders
holding the required share ownership of 1% of the share capital only in
aggregate, deposit certificates of such shareholders must refer to the
same record date. Regarding other requirements for a deposit certificate,
reference is also made to the remarks under section 3 (requirements for
participation in the Annual General Meeting) above.
Resolution proposals will be taken into consideration if received by the
Company in writing no later than on the 7^th working day prior to the
Annual General Meeting, and thus by no later than 12 June 2025, (i) at the
address AUSTRIACARD HOLDINGS AG, Lamezanstraße 4-8, 1230 Vienna, Austria,
attn. Mag. Markus Kirchmayr, (ii) by fax: +43 (0) 1 8900 500 50 or (iii)
by email (8)anmeldung.austriacard@hauptversammlung.at, as scanned
attachment, e.g. in PDF format.
For elections to the supervisory board, the Company must receive the
proposals from shareholders pursuant to Sec 110 para 1 AktG for election
of supervisory board members together with the declarations pursuant to
Sec 87 para 2 AktG for every proposed person in text form by no later than
12 June 2025 and must be made available on the Company's website
(www.austriacard.com) by no later than 16 June 2025; otherwise the
respective person must not be included in the vote.
5.3. Right to information (Sec 118 AktG)
Pursuant to Sec 118 AktG every shareholder will be granted, upon demand,
information about all affairs of the Company in the Annual General Meeting
to the extent necessary to properly assess an agenda item. A prerequisite
for the exercise of the shareholders’ right to information is the proof of
the right to participate in the Annual General Meeting – see section 3
(Requirements for Participation in the Annual General Meeting) above.
The disclosure of information may be denied if a reasonable commercial
assessment reveals that disclosure could cause substantial harm to the
Company or an affiliated company, or if disclosure would be liable to
prosecution. Disclosure may also be denied to the extent that information
was continuously available on the Company’s website in the form of Q&As at
least seven days prior to the Annual General Meeting, and thus at least
since 17 June 2025, provided this information remains accessible on the
Company’s website for one month after the Annual General Meeting, and thus
at least until 24 July 2025.
The timeframe within which shareholders are allowed to exercise their
right to information will be determined by the chairman in the course of
the Annual General Meeting.
For the sake of an efficient meeting, shareholders are asked to submit any
questions which require longer preparation in due time prior to the Annual
General Meeting and in writing to AUSTRIACARD HOLDINGS AG,
Lamezanstraße 4-8, 1230 Vienna, Austria, attn. Mag. Markus Kirchmayr, or
by email to(9) fragen.austriacard@hauptversammlung.at so that they are
received by the Company until 20 June 2025 at the latest.
6. Total number of shares and voting rights at the time
of the convocation of the Annual General Meeting
At the time of convening the Annual General Meeting the Company’s
registered share capital amounts to EUR 36,353,868 and is split into
36,353,868 no-par-value shares, each of which participates in the share
capital to the same extent. Each share carries one vote. At the time of
convening the Annual General Meeting the Company holds 448,799 own shares.
The Company has no rights in respect of these shares, in particular, no
voting rights. There is only one class of shares.
7. Data protection information
For further information on the data being processed in connection with
this Annual General Meeting, please refer to the information document
published on https://(10)www.austriacard.com/agm.
Vienna, this May 2025
The Management Board
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23.05.2025 CET/CEST
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Language: English
Company: AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8
1230 Vienna
Austria
E-mail: marketing@austriacard.com
Internet: https://www.austriacard.com/
ISIN: AT0000A325L0
WKN: A3D5BK
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
2144054 23.05.2025 CET/CEST
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