EQS-AGM: Kontron AG: Convocation of the 25th Annual General Meeting

EQS-News: Kontron AG / Announcement of the Convening of the General
Meeting
Kontron AG: Convocation of the 25th Annual General Meeting

05.04.2024 / 07:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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CONVENIENCE TRANSLATION OF THE GERMAN LANGUAGE VERSION OF THE DOCUMENT.
ONLY THE GERMAN VERSION OF THE CONVOCATION OF THE 24th ANNUAL GENERAL
MEETING OF KONTRON AG IS LEGALLY BINDING.

 

Kontron AG

Linz

FN 190272 m

ISIN AT0000A0E9W5, Securities Identification Number A0X9EJ

 

Convocation

of the 25th Annual General Meeting

 

We hereby invite our shareholders to the Annual General Meeting of Kontron
AG on Monday, 6 May 2024, at 10:00 a.m., in the ballroom of Hagenberg
Castle in 4232 Hagenberg im Mühlkreis, Kirchenplatz 5a.

 

I. 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, the
proposal for the appropriation of profits, and the report prepared by
the Supervisory Board for the financial year 2023
 2. Resolution on the appropriation of net profit for the financial year
2023
 3. Resolution on the discharge of the members of the Executive Board for
the financial year 2023
 4. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2023
 5. Election of the auditor and Group auditor for the financial year 2024
 6. Election of the auditor for sustainability reporting for the financial
year 2024
 7. Resolution on the remuneration report
 8. Resolution on the cancellation of the Executive Board’s authorisation
to issue financial instruments within the meaning of Section 174 of
the Austrian Stock Corporation Act and the cancellation of the
conditional capital 2023 in accordance with the resolution of the
Annual General Meeting of 8 November 2023 on the 1st and 2nd agenda
items and resolution on the corresponding amendment to the Articles of
Association in Section 5 Paragraph 5
 9. Resolution on the authorisation of the Executive Board, with the
consent of the Supervisory Board, to increase the capital in
accordance with Section 169 of the Austrian Stock Corporation Act
(authorised capital) by up to EUR 4,386,056 against cash and/or
non-cash contributions, together with the authorisation of the
Executive Board to exclude subscription rights, as well as the
authorisation of the Supervisory Board to make the corresponding
amendment to the Articles of Association (“Authorised Capital 2024”),
cancelling the “Authorised Conditional Capital 2019” in accordance
with the resolution of the Annual General Meeting on 21 May 2019 on
the 8th item on the agenda and in accordance with the resolution of
the Annual General Meeting of 16 June 2020 on the 9th item on the
agenda and resolution on the corresponding amendment to the Articles
of Association in Section 5 Paragraph 4 of the Articles of Association
10. Resolution on the amendment of the Articles of Association in Section
3 “Publications/Disclosures”

 

II.  DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVIDING INFORMATION ON
THE WEBSITE

In particular, the following documents shall be accessible on the website
of the Company registered in the Company Register at www.kontron.ag or
https://ir.kontron.com as of 15 April 2024 at the latest:

• Annual financial statements with management report
• Corporate Governance Report
• Consolidated financial statements with Group Management Report
• Proposal for the appropriation of profits
• Separate non-financial report (sustainability report)
• Supervisory Board report

each for the 2023 financial year;

• Proposed resolutions on agenda items 2 to 10
• Remuneration report
• Report of the Executive Board on agenda item 9 in accordance with
Section 170 Paragraph 2 of the Austrian Stock Corporation Act in
conjunction with Section 153 Paragraph 4 of the Austrian Stock
Corporation Act
• Form for granting power of attorney
• Form for granting power of attorney and issuing instructions to a
proxy
• Form for revoking power of attorney
• Information on the integration of ISO 20022 SWIFT messages in the
delivery logic of safe custody receipts and powers of attorney
• Full text of this convocation

III.  RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING

The entitlement to participate in the Annual General Meeting and to
exercise voting rights and other shareholder rights to be asserted in the
context of the Annual General Meeting shall be based on the shareholding
at the end of 26 April 2024 (midnight, Vienna time) (record date).

Only persons who are shareholders on this date and can prove this to the
Company shall be entitled to attend the Annual General Meeting.

For proof of shareholding on the record date, a safe custody receipt
pursuant to Section 10a of the Stock Corporation Act must be submitted,
which must be received by the Company no later than 30 April 2024
(midnight, Vienna time) exclusively by one of the following communication
channels and addresses:

i. for the transmission of the safe custody receipt in text form, which is
sufficient under the Articles of Association pursuant to Section 15
Paragraph 3

 by e-mail anmeldung.kontron@hauptversammlung.at

 (Please send safe custody receipts in PDF format)

 by fax +43 (0) 1 8900 500 – 50
for the transmission of the safe custody receipt in writing

 by post Kontron AG

  c/o HV-Veranstaltungsservice GmbH

 Köppel 60

 8242 St. Lorenzen am Wechsel

 or by SWIFT ISO 15022: GIBAATWGGMS

 (Message Type MT598 or MT599, you MUST add

 ISIN AT0000A0E9W5 and A0X9EJ in the

 Specify text)

 or by SWIFT ISO 20022: “ou=gms,o=gibaatwg,o=swift – seev.003.001.XX or
seev.004.001.XX in the version that contains the minimum required fields.
A detailed description is available for download at [1] www.kontron.ag or
[2] https://ir.kontron.com”

Shareholders are requested to contact their custodian bank and arrange for
the issue and transmission of a safe custody receipt.

Safe custody receipts from investment firms as defined by the Austrian
Securities Companies Act (Wertpapierfirmengesetz) authorised to hold and
manage securities will also be accepted.

The record date has no effect on the saleability of the shares and has no
significance for dividend entitlement.

 

Safe custody receipt pursuant to Section 10a of the Stock Corporation Act

The safe custody receipt shall be issued by the depositary bank having 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
(Section 10a Paragraph 2 Stock Corporation Act):

• Information on the issuer: Name/company name and address or a code
commonly used in transactions between credit institutions (SWIFT code)
• Information on the shareholder: Name/company name and address, in the
case of natural persons also the date of birth, in the case of legal
entities, if applicable, the register and number under which the legal
entity is registered in its home country
• Information on the shares: Number of shares held by the shareholder,
ISIN AT0000A0E9W5 and A0X9EJ (international securities identification
number)
• Custody account number, securities account number or other designation
• Time or period to which the safe custody receipt refers

The safe custody receipt as proof of shareholding for participation in the
Annual General Meeting must refer to the end of the record date 26 April
2024 (midnight, Vienna time).

The safe custody receipt will be accepted in German or English.

 

Proof of identity

Shareholders and their proxies are requested to present a valid official
photo ID at registration.

If you come to the Annual General Meeting as a proxy or authorised
representative, please bring 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.

Kontron AG reserves the right to verify the identity of persons attending
the meeting. Should it not be possible to establish the identity,
admission may be refused.

 

IV. OPTION TO APPOINT A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED IN
DOING SO

Any shareholder who is entitled to attend the Annual General Meeting and
who has provided evidence of this to the Company in accordance with the
provisions of section III of this convocation shall be entitled to appoint
a proxy to attend the Annual General Meeting on his or her behalf and to
have the same rights as the shareholder whom he or she represents.

The power of attorney must be granted to a specific person (a natural
person or a legal entity) in text form (Section 13 Paragraph 2 Stock
Corporation Act), whereby several persons may also be authorised.

The granting of a proxy is possible both before and during the Annual
General Meeting.

We offer the following communication channels and addresses for the
transmission of powers of attorney:

by e-mail anmeldung.kontron@hauptversammlung.at

 (Please send powers of attorney in PDF format)

by fax +43 (0) 1 8900 500 – 50

by post  Kontron AG

  c/o HV-Veranstaltungsservice GmbH

 Köppel 60

 8242 St. Lorenzen am Wechsel

Pursuant to Section 114 Paragraph 1 (4) Stock Corporation Act, credit
institutions may also use SWIFT:

 ISO 15022: GIBAATWGGMS

 (Message Type MT598 or MT599, you MUST add

 ISIN AT0000A0E9W5 and A0X9EJ in the

 Specify text)

 ISO 20022: “ou=gms,o=gibaatwg,o=swift – seev.003.001.XX or
seev.004.001.XX in the version that contains the minimum required fields.
A detailed description is available for download at [3] www.kontron.ag or
[4] https://ir.kontron.com”

In person  when registering for the Annual General Meeting

 at the place of assembly

Proxies must be received at one of the aforementioned addresses no later
than 4:00 p.m., Vienna time, on 3 May 2024, unless they are handed over at
the entrance and exit checkpoint of the Annual General Meeting on the day
of the Annual General Meeting.

A proxy form and a form for revoking the proxy are available on the
Company’s website at www.kontron.ag and https://ir.kontron.com. In the
interest of smooth processing, we ask that you always use the forms
provided.

Details on the authorisation, in particular the text form and content of
the proxy, can be found in the proxy form made available to shareholders.

If the shareholder has granted a proxy to his or her depositary bank
(Section 10a Stock Corporation Act), it shall be sufficient if, in
addition to the safe custody receipt, the depositary bank submits a
declaration in the manner provided for its transmission to the Company
that it has been granted a proxy.

Shareholders may exercise their rights at the Annual General Meeting in
person even after granting a proxy. Appearance in person shall be deemed a
revocation of a previously granted proxy.

The above provisions on the granting of proxy shall apply mutatis mutandis
to the revocation of proxy.

 

Independent proxy

As a special service, Dr. Verena Brauner from the Interessenverband für
Anleger (a body representing investor interests) is available to
shareholders as an independent proxy to exercise voting rights at the
Annual General Meeting in accordance with instructions; a special proxy
form is available for this purpose on the Company’s website at
http://www.kontron.ag and https://ir.kontron.com.
In addition, it is possible to contact Dr. Verena Brauner directly by
phone +43 1 876 33 43 or by e-mail at brauner.kontron@hauptversammlung.at

 

V. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SEC-TIONS 109, 110, 118
AND 119 STOCK CORPORATION ACT

1.  Additions to the agenda by shareholders in accordance with Section 109
Stock Corporation Act

Shareholders whose shares individually or collectively amount to 5% of the
share capital and who have held these shares for at least three months
prior to the filing of the motion may request in writing that additional
items be placed on the agenda of this Annual General Meeting and be
announced, provided that such request is acceptable to the company. This
is to be done:

• in writing by post or messenger no later than 15 April 2024 by the end
of normal business hours (no later than 4:00 p.m. Vienna time)
exclusively to the address Kontron AG, 4020 Linz, Industriezeile 35,
Investor Relations,

or

• by e-mail with a valid electronic signature no later than 15 April
2024 (midnight, Vienna time) to the e-mail address ir@kontron.com,

or

• by SWIFT ISO 15022 to the address GIBAATWGGMS no later than 15 April
2024 (midnight, Vienna time).

“In writing” means signed by hand or by corporate signature by each
applicant or, if by e-mail, with a valid electronic signature or, if by
SWIFT ISO 15022, with message type MT598 or type MT599, whereby ISIN
AT0000A0E9W5 and A0X9EJ must be quoted in the text.

Each agenda item requested in this way must be accompanied by a proposed
resolution together with a statement of reasons. The agenda item and the
proposed resolution, but not the reasons for it, must also be given in
German. Proof of shareholder status must be provided by submitting a safe
custody receipt pursuant to section 10a of the Stock Corporation Act,
confirming that the shareholders submitting the motion have continuously
held the shares for at least three months prior to submitting the motion
and that the safe custody receipt must not be older than seven days at the
time of submission to the Company. Multiple safe custody receipts for
shares that only together represent a shareholding of 5% must refer to the
same point in time (day, time).

With regard to the other requirements for the safe custody receipt,
reference is made to the explanations on the right to participate (item
III of this convocation).

 

2.  Resolution proposal by shareholders on the agenda pursuant to Section
110 of the Stock Corporation Act

Shareholders whose combined shareholdings amount to 1% of the share
capital may submit proposals in text form for resolutions on any item on
the agenda, together with their reasons, and may request that these
proposals, together with the names of the shareholders concerned, the
reasons to be given and any comments by the Executive Board or the
Supervisory Board, be made available on the Company’s website entered in
the commercial register, provided that this request is made in text form
no later than 24 April 2024 (midnight, Vienna time) either to Kontron AG,
4021 Linz, Industriezeile 35, Investor Relations, or by e-mail to the
e-mail address ir@kontron.com, whereby the request is to be attached to
the e-mail in text form, for example as a PDF. If text form is required
for declarations in the sense of Section 13 Paragraph 2 of the Stock
Corporation Act, the declaration must be made in a document or in another
manner suitable for permanent reproduction in written form, the person
making the declaration must be named, and the conclusion of the
declaration must be made recognisable by reproduction of the name
signature or otherwise. The proposed resolution, but not its
justification, must in any case also be written in German.

The shareholder status shall be proven by the submission of a safe custody
receipt pursuant to Section 10a of the Stock Corporation Act, which must
not be older than seven days at the time of submission to the Company.
Several safe custody receipts for shares, which only together convey the
participation level of 1%, must refer to the same point in time (day,
time).

With regard to the other requirements for the safe custody receipt,
reference is made to the explanations on the right to participate (item
III of this convocation).  

3  Shareholder right to information pursuant to Section 118 Stock
Corporation Act

Each shareholder shall, upon request, be provided with information at the
Annual General Meeting on the affairs of the Company to the extent that
such information is necessary for the proper evaluation of an item on the
agenda. The duty to provide information shall also extend to the legal
relationships of the Company with an affiliated company as well as to the
situation of the Group and the companies included in the consolidated
financial statements.

The information may be refused insofar as, according to reasonable
business judgement, it is likely to cause significant disadvantage to the
Company or an affiliated company, or its provision would be punishable by
law.

Requests for information must generally be made orally at the Annual
General Meeting but may also be made in writing.

Questions requiring longer preparation should be submitted to the
Executive Board in text form in good time before the Annual General
Meeting in order to preserve the flow of the meeting. The questions may be
sent to the Company by e-mail to ir@kontron.com.

 

4.  Motions by shareholders at the Annual General Meeting pursuant to
Section 119 of the Stock Corporation Act

Every shareholder is entitled – irrespective of any specific shareholding
– to submit motions on any item on the agenda at the general meeting. If
there are several motions on one item of the agenda, the chairperson shall
determine the order of voting in accordance with Section 119 Paragraph 3
of the Stock Corporation Act.

 

5. Information on data protection for shareholders

Kontron AG processes personal data of the shareholders in connection with
the Annual General Meeting within the necessary scope and on the basis of
the applicable European and national data protection provisions, for the
fulfilment of the mandatory legal obligations as well as for the proper
execution of the Annual General Meeting (Article 6 (1c) and Article 6 (1f)
GDPR). Insofar as Kontron AG uses external service providers to organise
the Annual General Meeting (e.g. notaries, lawyers or IT service
providers), the data of the shareholders shall only be processed to the
extent necessary, on the instructions of Kontron AG and on the basis of
corresponding agreements under data protection law.

Kontron AG takes data protection very seriously. You can find more
information in our data protection declaration at www.kontron.ag or
https://ir.kontron.com.

 

VI. FURTHER INFORMATION AND NOTES

Total number of shares and voting rights

At the time of convening the Annual General Meeting, the share capital of
the Company amounts to EUR 63,860,568.00 and is divided into 63,860,568
no-par value bearer shares. Each share grants one vote.

At the time the Annual General Meeting was convened, the Company held a
total of 2,194,111 treasury shares. The company is not entitled to any
rights from treasury shares. The total number of voting rights at the time
of convening the Annual General Meeting is 61.666.457 voting rights. Any
change in the number of treasury shares before the Annual General Meeting
and thereby in the total number of voting rights will be announced at the
Annual General Meeting.

There are not several classes of shares.

 

Journey

The organization of the event strives to comply with the criteria of the
Austrian Ecolabel for Green Meetings/Events.

We endeavour to make it easier for you to travel by public transport. If
possible, please opt for an environmentally friendly journey and use the
current timetable info available at www.oebb.at or www.westbahn.at.

We also offer a free shuttle bus service from Linz Central Station to the
venue of the Annual General Meeting and back.

The shuttle bus will depart from Linz main railway station 50 minutes
before the start of the AGM and return to Linz main railway station 1.5
hours after the end of the AGM.

Registration is required to use the shuttle bus and must be made by 30
April 2024, before the Annual General Meeting, by e-mail to
[5]ir@kontron.com.

The Chairperson will start the Annual General Meeting at 10:15 a.m. at the
latest, even if any trains are delayed.

 

April 2024, Linz The Executive Board

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05.04.2024 CET/CEST

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Language: English
Company: Kontron AG
Industriezeile 35
4020 Linz
Austria
Phone: +43 (732) 7664 – 0
E-mail: ir@kontron.com
Internet: https://www.kontron.com
ISIN: AT0000A0E9W5
WKN: A0X9EJ
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart, Tradegate Exchange; BX, Vienna Stock Exchange (Vienna
MTF)

 
End of News EQS News Service

1873661  05.04.2024 CET/CEST

References

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