EQS News: Rath AG / Announcement of the invitation to the Annual General Meeting Rath AG: Invitation to the 35th Annual General Meeting April 15, 2024 / 09:00 CET/CEST Announcement of the invitation to the Annual General Meeting, transmitted by EQS News – a service of EQS Group AG. The issuer/publisher is responsible for the content of the message. ══════════════════════════════════════════════════ ════════════════════════ Rath Aktiengesellschaft 1015 Vienna, Walfischgasse 14 FN 83203 h / ISIN AT0000767306 Invitation to the 35th Annual General Meeting meeting We hereby invite our shareholders to the on Monday, May 13, 2024, at 11:00 a.m., at K47, Franz Josefs Kai 47, 1010 Vienna, at the Annual General Meeting of RATH Aktiengesellschaft. AGENDA 1. Presentation of the annual financial statements including the management report and corporate governance report, the consolidated financial statements including the group management report and the report prepared by the Supervisory Board for the 2023 financial year 2. Resolution on the appropriation of profits 3. Resolution on the discharge of the members of the Executive Board for the 2023 financial year 4 . Resolution on the discharge of the members of the Supervisory Board for the 2023 financial year 5. Resolution on the remuneration for the Supervisory Board for the 2023 financial year 6. Resolution on the remuneration policy with regard to the principles for the remuneration of the members of the Management Board and the Supervisory Board 7. Resolution on the Remuneration report for the remuneration of the members of the Management Board and the Supervisory Board for the 2023 financial year 8. Election of the auditor, the consolidated financial statement auditor and the auditor of the sustainability report for the 2024 financial year DOCUMENTS FOR THE AGM The following documents in particular are required in accordance with the statutory provisions (Section 108 Paragraph 3 and 4 AktG) no later than April 22, 2024 on the company’s website registered in the commercial register
www.rath-group.com accessible: • Invitation to the general meeting • Annual financial statements with management report 2023 • Corporate governance report 2023 • Consolidated financial statements with group management report 2023 • Proposal for the appropriation of profits 2023 • Report of the Supervisory Board 2023 • Remuneration report for the members of the Executive Board and Supervisory Board 2023 • Remuneration policy for the members of the Management Board and for the members of the Supervisory Board • Proposed resolutions for agenda items 2-8 • Power of attorney form • Data protection information for shareholders NOTICE OF THE RIGHTS OF SHAREHOLDERS ACCORDING TO. §§ 109, 110, 118 and 119 AKTG Shareholders whose shares together amount to 5% of the share capital and who have held these shares for at least three months prior to the application may request in writing that additional items be placed on the agenda of this general meeting and announced if this request in writing is received by the company no later than April 22, 2024 exclusively at the address Walfischgasse 14, 1015 Vienna, Investor Relations Department. Each agenda item requested in this way must be accompanied by a proposed resolution and justification. To prove shareholder status, it is sufficient to submit a deposit confirmation in accordance with Section 10a AktG, which confirms that the applying shareholders have been holders of the shares for at least three months before submitting the application and which must not be older than seven days at the time of presentation to the company. With regard to the other requirements for the deposit confirmation, please refer to the information on eligibility to participate. Shareholders whose shares together amount to 1% of the share capital can submit proposals for resolutions in text form for each item on the agenda, including the reasons, and request that these proposals, together with the reasons and any statement from the Executive Board or Supervisory Board, be made available on the company’s website , if this request is received in text form by the company no later than April 30, 2024, either by post to Walfischgasse 14, 1015 Vienna, Investor Relations Department, by fax +43 1 513 44 27-2187 or by email (ir@rath-group.com), whereby the request is sent in text form, for example as a PDF, to be attached to the email. In the case of a proposal for the election of a Supervisory Board member, the statement of the proposed person in accordance with Section 87 (2) AktG replaces the justification. To provide proof of shareholder status in order to exercise this shareholder right, it is sufficient to submit a deposit confirmation in accordance with Section 10a AktG, which must not be older than seven days at the time of presentation to the company. With regard to the other requirements for the deposit confirmation, please refer to the information on eligibility to participate. Every shareholder is entitled to submit motions for any item on the agenda at the general meeting. The prerequisite for this is proof of the shareholder’s eligibility to participate. A shareholder motion for the election of a Supervisory Board member requires the timely submission of an election proposal in text form in accordance with Section 110 AktG, including a declaration in accordance with Section 87 Paragraph 2 AktG (see above). Questions that require lengthy preparation to answer should be sent to the company in text form in good time before the general meeting in order to ensure meeting economy. Upon request, every shareholder will be provided with information about the company’s affairs at the general meeting to the extent that it is necessary for the proper assessment of an item on the agenda. Further information about the rights of shareholders according to Sections 109, 110, 118 and 119 AktG can be found on the company’s website
www.rath-group.com accessible. RECORD DATE AND PARTICIPATION IN THE AGM The entitlement to participate in the Annual General Meeting and to exercise voting rights and the other shareholder rights that must be asserted at the Annual General Meeting is based on the shareholding at the end of May 3, 2024 (record date). Only those who are shareholders on this date and can provide proof of this to the company are entitled to participate in the general meeting. Bearer shares held in custody To provide proof of share ownership on the proof date, a deposit confirmation in accordance with Section 10a AktG is sufficient, which must be received by the company no later than May 7, 2024 exclusively at one of the addresses listed below. by post: Rath Aktiengesellschaft, Investor Relations, Walfischgasse 14, A-1015 Vienna by fax: +43 1 513 44 27-2187 by email: RathHV2024@nhp.at via SWIFT: GIBAATWGGMS (Message Type MT598, be sure to state ISIN AT0000767306 in the text) Deposit confirmation in accordance with Section 10a AktG The deposit confirmation must be issued by the depository credit institution based in a member state of the European Economic Area or in a full member state of the OECD and contains the following information contain: • Information about the issuer: name/company and address or a code commonly used in transactions between credit institutions (SWIFT code), • Information about the shareholder: name/company, address, date of birth for natural persons, if applicable, register and registration number for legal entities Persons, • Information about the shares: number of shares held by the shareholder as well as the name of the class or the internationally used securities identification number, • securities account number or another designation, • date to which the securities account confirmation refers. The deposit confirmation as proof of share ownership for participation in the general meeting must refer to the above-mentioned proof date of May 3, 2024. The deposit confirmation is accepted in German or English. Shareholders will not be blocked by registering for the general meeting or by submitting a deposit confirmation; Shareholders can therefore continue to freely dispose of their shares even after they have registered or submitted a deposit confirmation. REPRESENTATION BY AUTHORIZED PERSONS Every shareholder who is entitled to participate in the general meeting has the right to appoint a representative who will take part in the general meeting on behalf of the shareholder and who will have the same rights as the shareholder he represents. The power of attorney must be given to a specific person (a natural person or a legal entity) in text form, although several people can also be authorized. If the power of attorney is not handed over personally during registration on the day of the general meeting, the power of attorney must be received by the company by 4:00 p.m. on the last working day before the general meeting at the latest: By post: Rath Aktiengesellschaft, Investor Relations, Walfischgasse 14, A-1015 Vienna by fax: +43 1 513 44 27-2187 By email: RathHV2024@nhp.at, whereby the power of attorney must be attached to the email in text form, for example as a PDF. By SWIFT: GIBAATWGGMS (Message Type MT598, be sure to state ISIN AT0000767306 in text) In person: when registering for the general meeting A proxy form is available on the company’s website at (1) www.rath-group.com available. If a shareholder has granted power of attorney to their depository bank, it is sufficient if the bank, in addition to the depository confirmation, declares that the power of attorney has been granted to them. Section 10a (3) AktG applies mutatis mutandis to the transmission of this declaration. The above provisions regarding the granting of powers of attorney also apply mutatis mutandis to their revocation. Total number of shares and voting rights At the time the general meeting is called, the company’s share capital is €10,905,000.00, divided into 1,500,000 bearer shares. Each share grants one vote. At the time the general meeting is called, the company does not hold any treasury shares, either directly or indirectly. The total number of shares entitled to participate and vote is therefore 1,500,000 shares at the time of the call. Broadcast of the Annual General Meeting on the Internet There will be no video or audio transmission of the Annual General Meeting. Personal information was used in a gender-neutral manner for reasons of readability. Vienna, in April 2024 the board of directors ═══════════════════════════════════════════ 04/15/2024 CET/CEST ═════════ ══════════════════════════════════════════════════ ═══════════ Language: German Company: Rath AG Walfischgasse 14 1010 Vienna Austria Telephone: +43 1 513 4427-0 Fax: +43 1 513 4428-87 Internet: www.rath-group.com
ISIN: AT0000767306 WKN: 878275 Stock exchanges: Vienna Stock Exchange (official trading) End of announcement EQS News Service 1875683 04/15/2024 CET/CEST References Visible links 1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=7da5f91896190a3d6679c14ad7f081f3&application_id=1875683&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
EQS-HV: Rath AG: Invitation to the 35th Annual General Meeting
