EQS-News: PIERER Mobility AG / Announcement of the Convening of the
General Meeting
PIERER Mobility AG: Invitation to the Extraordinary General Meeting
04.01.2025 / 12:06 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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PIERER Mobility AG
FN 78112 x
with its registered office in Wels
ISIN: AT0000KTMI02
Invitation to the
Extraordinary General Meeting
to be held on Monday, January 27, 2025 at 10:00 a.m. (CET)
in the House of Brands, Gewerbegebiet Nord 20, 5222 Munderfing, Austria
I. AGENDA
1. Elections to the Supervisory Board.
2. Resolution on the authorisation of the Executive Board to issue
financial instruments within the meaning of § 174 of the Austrian
Stock Corporation Act (“AktG”), in particular convertible bonds,
profit participation bonds and participation rights, which may also
grant subscription and/or conversion rights for the acquisition of
shares in the Company, with the exclusion of shareholders’
subscription rights to these financial instruments, alongside the
revocation of the existing authorisation of the Annual General Meeting
held on April 21, 2023.
3. Resolution on the conditional increase of the Company's share capital
in accordance with § 159 (2) (1) AktG for issuance to creditors of
financial instruments in accordance with § 174 AktG, alongside the
revocation of the existing conditional increase of the share capital
in accordance with § 159 (2) (1) AktG pursuant to the resolution of
the Annual General Meeting held on April 21, 2023 and the
corresponding amendment to the Articles of Association in Section 5a.
II. DOCUMENTS FOR THE GENERAL MEETING, AVAILABILITY OF INFORMATION ON THE
HOMEPAGE
The following documents will be available on the internet by no later than
January 6, 2025 at (1)www.pierermobility.com under Investor Relations /
General Meeting:
• Proposed resolutions of the Supervisory Board regarding the agenda
items 1. - 3.
• Proposed resolutions of the Executive Board regarding the agenda items
2. - 3.
• Declarations pursuant to § 87 (2) AktG regarding agenda item 1.
• Articles of Association in redline-version.
• Report of the Executive Board on agenda item 2.
• Form for granting a power of attorney pursuant to § 114 AktG.
• Form for granting a power of attorney and instructions to an
independent proxy holder (IVA).
• Form for revoking a power of attorney pursuant to § 114 AktG.
• Information on shareholders’ rights pursuant to §§ 109, 110, 118 and
119 AktG.
• Full text of this invitation.
III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING
The entitlement to participate in the General Meeting and to exercise the
voting right and other shareholder rights to be asserted during the course
of the General Meeting is based on the shareholding at the end of the
tenth day prior to the date of the General Meeting, i.e. the shareholding
on January 17, 2025 at midnight (CET) (record date).
Only persons who are shareholders on this date and who provide evidence of
this to the Company are entitled to participate in the General Meeting.
Bearer shares held in custody:
In the case of bearer shares held in custody, a safe custody receipt
pursuant to § 10a of the Austrian Stock Corporation Act (AktG) shall
suffice as evidence of share ownership on the record date, and this must
be received by the Company no later than January 22, 2025 exclusively at
one of the addresses listed below:
By fax: +43 (0) 1/8900-500-50
Per mail: PIERER Mobility AG
c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am
Wechsel, Austria
per E-Mail: (2)anmeldung.pierermobility@hauptversammlung.at, whereby the
safe custody receipt must be attached to the e-mail, for example as a PDF
file.
per SWIFT: GIBAATWGGMS; Message Type MT598 or MT599, it is essential to
specify ISIN AT0000KTMI02 in the text
Safe custody receipt pursuant to § 10a AktG:
The safe custody receipt must be issued by the custodian bank with its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and must contain the following information:
• information about the issuer: name/company name and address or a code
commonly used in transactions between banks (SWIFT code),
• information about the shareholder: name/company name, address, date of
birth in the case of natural persons, register and register number in
the case of legal entities, if applicable,
• information about the shares: number of shares (ISIN AT0000KTMI02) of
the shareholder,
• securities account number or other designation,
• time/period to which the safe custody receipt relates.
The safe custody receipt as evidence of the shareholding for participation
in the General Meeting must refer to the above-mentioned record date
January 17, 2025 at midnight (CET). The safe custody receipt will be
accepted in German or English.
Shareholders are requested to contact their custodian bank and arrange the
issue and transmission of a safe custody receipt. Shareholders will not be
blocked by registering for the General Meeting or by sending a safe
custody receipt; shareholders may therefore continue to freely dispose of
their shares even after registering or sending a safe custody receipt.
Safe custody receipts from investment firms (Wertpapierfirma) within the
meaning of the Austrian Securities Companies Act (Wertpapierfirmengesetz)
authorised to hold and manage securities will also be accepted.
Proof of identity:
Shareholders and their proxies are requested to have a valid official
photo ID ready for identification at registration. If you come to the
General Meeting as a proxy, please take the power of attorney with you in
addition to the official photo ID. If the original of the power of
attorney has already been sent to the Company, you will facilitate
admission if you present a copy of the power of attorney. The Company
reserves the right to verify the identity of persons attending the
meeting. If it is not possible to establish the identity, admission may be
refused.
IV. REPRESENTATION THROUGH PROXY HOLDERS
Each shareholder who is entitled to participate in the General Meeting and
who has proven this to the Company in accordance with the stipulations in
item III of this invitation, has the right to appoint a representative who
will participate in the General Meeting on behalf of the shareholder and
who will have the same rights as the shareholder he/she represents.
The proxy must be granted to a specific person (a natural person or a
legal entity) in text form (§ 13 (2) AktG), whereby several persons may
also be authorised.
The granting of a proxy is possible both before and during the General
Meeting.
The proxy must be received by the Company exclusively at one of the
following addresses:
By fax: +43 (0) 1/8900-500-50
Per mail: PIERER Mobility AG
c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am
Wechsel, Austria
per E-Mail: (3)anmeldung.pierermobility@hauptversammlung.at, whereby the
power of attorney must be attached to the e-mail, for example as a PDF
file.
per SWIFT: GIBAATWGGMS; Message Type MT598 or MT599, it is essential to
specify ISIN AT0000KTMI02 in the text
Unless the proxy is delivered in person at the registration desk on the
day of the Annual General Meeting, the proxy must be received by the
Company no later than 4:00 p.m. on January 23, 2025
Form for granting a power of attorney and a form for revoking the power of
attorney are available on the Company's website at
(4)www.pierermobility.com/en/investor-relations/general-meeting. It is
requested to use the forms provided. Details on the authorisation, in
particular on the text form and the content of the proxy, can be found in
the form for granting a power of attorney provided to the shareholders.
The above provisions on the granting of proxy apply mutatis mutandis to
the revocation of the proxy.
If a shareholder has granted a power of attorney to his custodian bank, it
shall be sufficient if the latter, in addition to the deposit
confirmation, issues a declaration that it has been granted a power of
attorney.
Shareholders may exercise their rights in person at the General Meeting
even after granting a power of attorney. Appearance in person shall be
deemed a revocation of a previously granted proxy.
Independent proxy:
As a special service, a representative of the Austrian Shareholders'
Association (IVA), Feldmühlgasse 22, 1130 Vienna, is available to
shareholders as an independent proxy to exercise voting rights at the
General Meeting in accordance with instructions; a special power of
attorney form is available for this purpose on the Company's website at
(5)www.pierermobility.com/en/investor-relations/general-meeting. In
addition, it is possible to contact Dr. Michael Knap of the IVA directly
by phone +43-1-8763343-30, fax +43-1-8763343-39 or by e-mail
(6)knap.pierermobility@hauptversammlung.at.
In case of power of attorney granted to IVA, Dr. Michael Knap will
exercise the voting right exclusively on the basis of the instructions
given by the shareholder, which can be ticked on the special power of
attorney form. Please note that the proxy will not accept instructions to
speak, to object to resolutions of the General Meeting or to ask questions
or propose motions.
V. REFERENCE TO THE RIGHTS OF SHAREHOLDERS PURSUANT TO §§ 109, 110, 118
AND 119 AKTG
Additions to the agenda by shareholders pursuant to § 109 AktG:
Shareholders who individually or jointly hold shares which amount to at
least 5% of the share capital, and who have held these shares for at least
three months prior to making this request, are entitled to submit a
request in written form in order to add additional items to the agenda of
this General Meeting and be published, provided that the request is
received by the Company no later than January 8, 2025, at midnight (CET),
exclusively at the address Edisonstraße 1, 4600 Wels, FAO Investor
Relation. The application must be submitted to the Company in written
form, i.e. by enclosing a signature in a legally binding manner. Each
agenda item must include a proposal for a resolution and a statement of
reasons. For bearer shares held in safe custody, the submission of a safe
custody receipt pursuant to § 10a of the Austrian Stock Corporation Act
(AktG) confirming that the applying shareholders have been the holders of
the shares for at least three months prior to the submission of the
application and which must not be older than seven days at the time of
submission to the Company shall suffice as evidence of the shareholding.
With regard to the other requirements for the safe custody receipt, please
refer to the statements made on the right to participate (item III of this
invitation notice).
Proposed resolutions on the agenda pursuant to § 110 AktG:
Shareholders whose shares individually or jointly amount to 1% of the
share capital may submit proposals for resolutions on any item on the
agenda in text form, together with a statement of reasons, and may request
that these proposals, together with the names of the shareholders
concerned, the statement of reasons to be attached and any statement by
the Executive Board or the Supervisory Board, be made available on the
Company's website, provided that this request is made in text form no
later than January 16, 2025 at midnight (CET), either by fax to
+43 (0) 1/8900-500-50, by mail to PIERER Mobility AG, Edisonstraße 1, 4600
Wels, Upper Austria, FAO Investor Relations, or by e-mail to
(7)anmeldung.pierermobility@hauptversammlung.at, whereby the request must
be attached to the e-mail in text form, for example as a PDF.
In case of a proposal for the election of a member of the Supervisory
Board, the statement of the proposed person in accordance with § 87 (2)
AktG shall take the place of the statement of reasons. Any election
proposals must be received by the Company in the manner described above no
later than January 16, 2025 (the seventh working day before the
Extraordinary General Meeting). Each nomination must be accompanied by a
declaration pursuant to § 87 (2) AktG from the proposed person regarding
their professional qualifications, their professional or comparable
functions, and any circumstances that could give rise to concerns about
bias. Pursuant to § 87 (6) AktG, the proposals for the election of
Supervisory Board members, including the statements pursuant to § 87 (2)
AktG for each proposed person, must be published on the Company's website
no later than the fifth working day prior to the General Meeting (i.e. on
January 20, 2025), otherwise the person concerned may not be included in
the vote.
It must be clearly expressed that the intention of the shareholders is to
inform not only the Company, but also their fellow shareholders in advance
of an intended motion and its reasons via the Company's website. In case
of bearer shares deposited with a custodian, the presentation of a safe
custody receipt pursuant to § 10a AktG shall suffice as proof of the
shareholder status for exercising this shareholder right; such receipt
shall not be older than seven days at the time of its presentation to the
Company. The proposed resolution must relate to a specific agenda item. It
must be substantiated and must not lead to a resolution of the General
Meeting that contravenes the law or the articles of association. The
proposed resolution must also not be published on the website if, among
other things, it contains an insult (§ 115 Austrian Criminal Code) or
similar. With regard to the other requirements for the safe custody
receipt, please refer to the statements made on the right to participate
(item III of this invitation notice).
Right to information pursuant to § 118 AktG:
Information on matters concerning the Company is to be given to every
shareholder on demand at the General Meeting, insofar as such information
is necessary for the factual assessment of an item on the agenda.
Information need not be provided if, according to reasonable commercial
judgment, it is of a nature that may cause substantial harm to the Company
or an affiliated company, or if providing it would be a criminal offense.
Further, information need not be provided where it has been constantly
available in question-and-answer form on the Company’s website for at
least seven days before the start of the General Meeting.
Shareholders are requested to submit all questions in advance in text form
by e-mail to the address (8)fragen.pierermobility@hauptversammlung.at in
good time for them to reach the Company no later than January 23, 2025.
This will enable the Executive Board to prepare as accurately as possible
and to respond quickly to the raised questions.
Right to propose motions pursuant to § 119 AktG:
Every shareholder is entitled to submit motions at the General Meeting on
any item on the agenda. The prerequisite for this is proof of the right to
participate in accordance with item III of this convening notice. If there
are several motions on one item of the agenda, the chairman shall
determine the order of voting in accordance with § 119 (3) AktG.
Information on the website:
Further information on these rights of shareholders pursuant to §§ 109,
110, 118 and 119 AktG will be available on the Company's website at
(9)www.pierermobility.com/en/investor-relations/general-meeting by January
6, 2025.
VI. INFORMATION ON DATA PROTECTION FOR SHAREHOLDERS
PIERER Mobility AG processes personal data of shareholders or their
proxies and other persons participating in the General Meeting (the
"participants"), in particular name, address, date of birth, number of
securities account, number of shares, class of shares, if applicable,
number of voting card, on the basis of the applicable data protection laws
and the AktG, in order to enable them to exercise their rights in the
context of the General Meeting.
PIERER Mobility AG receives this data, among other things, from the
depositary bank forms or from the participants themselves on the occasion
of registration for the General Meeting and/or granting of proxies.
Participants are generally obliged to provide PIERER Mobility AG with the
required information. The processing of personal data of participants is
necessary for the participation in the General Meeting as well as for its
proper preparation, execution and follow-up. PIERER Mobility AG is the
responsible entity for the processing. The legal basis for the processing
is compliance with legal obligations pursuant to Article 6 para. 1 lit. c)
of the General Data Protection Regulation or the protection of legitimate
interests of the Company or a third party within the meaning of Article 6
para. 1 lit. f) of the General Data Protection Regulation. The service
providers and processors of PIERER Mobility AG, which are commissioned for
the purpose of organizing the General Meeting, shall receive from PIERER
Mobility AG only such personal data as are necessary for the performance
of the commissioned service and shall process the data exclusively in
accordance with the instructions of PIERER Mobility AG. In fulfilment of
the legal obligation, PIERER Mobility AG also transmits personal data of
shareholders and their proxies to public authorities, the Company
Register, etc.
The data of the participants will be deleted after the end of the
respective applicable statutory periods. In addition to statutory
retention and documentation periods, the statutory limitation periods, in
particular under the Austrian General Civil Code (ABGB), which in certain
cases can be up to 30 years, must be taken into account in the storage
period.
Each participant has a right of access, rectification, restriction,
objection and deletion at any time regarding the processing of personal
data concerning him or her, as well as a right to data transfer in
accordance with chapter III of the General Data Protection Regulation.
Participants may assert these rights free of charge against PIERER
Mobility AG using the following contact details:
PIERER Mobility AG
Edisonstraße 1
4600 Wels, Österreich
E-Mail: (10)privacy@pierermobility.com
In addition, participants have a right of appeal to the data protection
supervisory authority pursuant to article 77 of the General Data
Protection Regulation. Further information on data protection can be found
on the website of PIERER Mobility AG (11)www.pierermobility.com.
VII. TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME OF CONVENING
At the time of convening of this General Meeting, the Company's share
capital of EUR 33,796,535.00 is divided into 33,796,535 no-par value
bearer shares. Each share confers one vote. The Company holds no treasury
shares at the time the General Meeting is convened. There is only one
class of shares.
Wels, January 2025, Executive Board
Disclaimer
This is a working translation from the German language provided for
purposes of convenience only. In case of any inconsistency, the German
version shall prevail.
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04.01.2025 CET/CEST
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Language: English
Company: PIERER Mobility AG
Edisonstrasse 1
4600 Wels
Austria
Phone: +43 (0) 7242 69 402
E-mail: ir@pierermobility.com
Internet: www.pierermobility.com
ISIN: AT0000KTMI02
WKN: A2JKHY
Listed: SIX, Vienna Stock Exchange
Valorennummer (Schweiz): 41860974 Wertpapierkürzel: PKTM Bloomberg: PKTM
SW; PKTM AV Reuters: PKTM.S; PKTM.VI
End of News EQS News Service
2061457 04.01.2025 CET/CEST
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