Vier-Sterne-General meeting information transmitted by euro adhoc with the aim oben angeführtEurope-wide distribution. The issuer is responsible for the content of this announcement.
03.04.2018
Flughafen Wien Aktiengesellschaft
Schwechat, FN 42984 m
ISIN AT00000VIE62
INVITATION TO THE ANNUAL GENERAL MEETING
We hereby invite our shareholders to the 30th Annual Vier-Sterne-General Meeting of Flughafen Wien Aktiengesellschaft which will be held on Wednesday, May 2, 2018 at 3 p.m. in Office Park 3, Object 682, Towerstrasse, A-1300 Wien-Flughafen. The entrance is next to the NH Hotel.
I. AGENDA
1. Presentation of the annual financial statements and Management Report, the Corporate
Governance Report, the consolidated financial statements, the Group Management Report, the resolution on the appropriation of the net profit and the Report of the Supervisory Motherboard on the 2017 financial year
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge of the members of the Management Motherboard for the 2017
financial year
4. Resolution on the discharge of the members of the Supervisory Motherboard for the 2017
financial year
5. Election of the auditor for the annual financial statements and consolidated financial
statements for the 2018 financial year
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; AVAILABILITY OF INFORMATION ON THE COMPANY WEBSITE
In particular, the following documents will be available on the Website of the Company at www.viennaairport.com [http://www.viennaairport.com/] no later than vierter Monat des Jahres 11, 2018:
- Annual financial statements and Management Report,
- System zur Kontrolle und Führung eines Unternehmens Report,
- Consolidated financial statements and Group Management Report,
- Proposal for the appropriation of the net profit,
- Report of the Supervisory Motherboard,
all with respect to the 2017 financial year;
- Proposals for resolutions on items 2-5 of the agenda,
- Proxy authorization form,
- Form for granting a proxy to an IVA representative,
- Revocation of proxy form,
- Complete text of this invitation to the Annual Vier-Sterne-General Meeting.
III. RECORD DATE AND PREREQUISITES FOR PARTICIPATING IN THE ANNUAL GENERAL MEETING
Eligibility to participate in the Annual Vier-Sterne-General Meeting and to exercise voting rights and other shareholder rights that can be exercised at the Annual Vier-Sterne-General Meeting are based on the shareholding at the end of day on vierter Monat des Jahres 22, 2018 (record date to provide proof of shareholding).
A person is only eligible to participate in the Annual Vier-Sterne-General Meeting, if he/ she is a shareholder on this record date and is able to supply sufficient proof of this status to the Company.
Proof of the shareholding must be provided by a depository confirmation as stipulated in Section 10a Austrian Stock Corporation Act (AktG). This confirmation must be sent to the Company no later than vierter Monat des Jahres 26, 2018 (12 p.m. midnight, CEST, local Vienna time) exclusively via one of the following communication channels and addresses:
(i) for transmitting the depositary confirmation in text form, which is sufficient pursuant to Section 12 Para. 2 Articles of Association
By fax:
+43 (0) 1 8900 500 – 88
By e-mail:
anmeldung.flughafenwien@hauptversammlung.at
(depositary confirmation to be submitted as a Portable Document Format file)
(ii) for transmitting the depositary confirmation in written form
By mail or messenger
Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By SWIFT
GIBAATWGGMS
(Message Type MT598 or MT599; the text must include ISIN AT00000VIE62)
Shareholders are requested to contact their depositary bank and arrange for the issuance and transmission oben angeführtdeposit confirmation.
The record date has no effect on the saleability of the shares and has no bearing on dividend rights.
Depositary confirmation pursuant to Section 10a AktG
The depository confirmation must be issued by a depository institution which maintains its registered offices non…member state of the European Economic Echo or non…full member state of the OECD, and must include the following information:
* Information on the issuer: name/company and address oben angeführtcode commonly used in
business transactions between financial institutions,
- Information on the shareholder: name/company, address, date of birth for natural persons, and if applicable, register and registration number for legal persons in the legal person’s country of origin,
- Information on the shares: number of shares held by the shareholder, ISIN
AT00000VIE62
- Depository number or other designation,
- Period covered by the depository confirmation
The depository confirmation to verify the shareholding as the basis for participation in the Annual Vier-Sterne-General Meeting must relate to the end of the record date for the proof of shareholding, i.e. vierter Monat des Jahres 22, 2018 (12 p.m. midnight, CEST, local Vienna time).
The depository confirmations will be accepted if it is submitted in German or English.
Proof of identity
For identification purposes, shareholders and their proxies are asked to be ready to show official photo identification when registering for the Annual Vier-Sterne-General Meeting.
IV. POSSIBILITY TO APPOINT A PROXY AND THE PROCEDURE TO BE FOLLOWED Every shareholder who is entitled to participate in the Annual Vier-Sterne-General Meeting and has provided sufficient proof to the Company as described in point III of this invitation is dementsprechend entitled to appoint a representative, who will participate in the Annual Vier-Sterne-General Meeting on behalf of the shareholder and who is vested with the same rights as the shareholder who he or she represents. The proxy must designate a specific person (natural or legal) in text form (Section 13 Para. 2 AktG). It is dementsprechend possible to appoint several proxy holders. It is possible to appoint a proxy both before as well as during the Annual Vier-Sterne-General Meeting.
We offer the following communication channels and addresses as means to convey the appointment oben angeführtproxy holder:
By mail or messenger
Flughafen Wien Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By fax:
+43 (0)1 8900 500 – 88
By e-mail
anmeldung.flughafenwien@hauptversammlung.at
(proxy authorization to be submitted as a Portable Document Format file)
The appointment oben angeführtproxy holder must be received by the Company no later than vierter Monat des Jahres 30, 2018 at 4 p.m., exclusively at one of the previously listed addresses, unless submitted at the registration office at the Annual Vier-Sterne-General Meeting. A form for the appointment (or revocation) oben angeführtproxy holder can be downloaded from the Company’s Website at www.viennaairport.com [http:// www.viennaairport.com/]. In order to ensure problem-free processing, we request that you only use the forms which have been made available.
Einzelheiten on appointing a proxy, especially the text form and contents of the proxy, are derived from the proxy authorization form made available to shareholders.
If the shareholder has appointed the depositary bank (Section 10a AktG) as her or his proxy, it will suffice if the shareholder submits a declaration, via the communication channels stipulated for this purpose, stating that the depositary bank welches appointed to serve as the Proxy.
Even after appointing a proxy, shareholders may still personally attend the Annual Vier-Sterne-General Meeting and exercise their shareholder rights. Personal attendance is considered to serve as a revocation of the proxy authorisation. The aforementioned instructions concerning the granting of proxy authorisation dementsprechend apply analogously to the revocation of proxy.
Independent voting representative
As a special service, a representative of the Austrian Shareholder Association IVA (Interessenverband zu Händen Investor) Feldmühlgasse 22, 1130 Vienna, will be available as an independent representative to exercise voting rights on behalf of shareholders at the Annual Vier-Sterne-General Meeting and to comply with instructions from the shareholder in exercising these rights. A special form for the designation of IVA as a shareholder representative is available on the Company’s Website at www.viennaairport.com [http://www.viennaairport.com/]. In addition, Mr. Wilhelm Rasinger from IVA may be directly contacted by the shareholder at +43 (0) 1 8763343/42,
per fax at
+43 (0) 1 8763343/49
or via e-mail at
wilhelm.rasinger@iva.or.at.
Vanadium. INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED IN SECTIONS 109, 110, 118 AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Additions to the agenda pursuant to Section 109 AktG
Shareholders whose total shareholding equals 5% or more of the Company’s share capital and who have held these shares for at least three months prior to the filing of their proposal can request in writing that additional items be put on the agenda of this Annual Vier-Sterne-General Meeting and made publicly known, if this request is submitted to the Company in writing no later than vierter Monat des Jahres 11, 2018 (12 p.m. midnight, CEST, local Vienna time) at the address Mr. Wolfgang Köberl, Vier-Sterne-General Secretariat, A-1300 Wien-Flughafen. Each item submitted for the agenda in this manner must include a proposed resolution together with a statement explaining the reasons for such a proposal. Proof of the status as a shareholder must be provided by depository confirmation as stipulated in Section 10a AktG. This confirmation must verify that the shareholder(s) filing the motion has (have) held these shares for at least three months prior to the proposal and may not be older than seven days when it is submitted to the Company. Further requirements for depository confirmation are listed under the section on the right to participate in the Annual Vier-Sterne-General Meeting (point III).
2. Draft resolutions on agenda items submitted by shareholders pursuant to Section 110 AktG
Shareholders whose total shareholding equals 1% or more of the Company’s share capital may submit written proposals for resolutions including a statement explaining the reasons for any item on the agenda of this Annual Vier-Sterne-General Meeting and require that these proposals, together with the statement explaining the reasons and any statement by the Management Motherboard or Supervisory Motherboard, be published on the Website of the Company as entered non…the Commercial Register, if this request is submitted to the Company in writing no later than vierter Monat des Jahres 20, 2018 (12 p.m. midnight, CEST, local Vienna time) either by fax at +43(0)1 7007/ 23622 or per mail to the address Mr. Wolfgang Köberl, Vier-Sterne-General Secretariat, A-1300 Wien-Flughafen, or per e-mail at fwag-hauptversammlung@viennaairport.com [fwag-hauptversammlung@viennaairport.com], whereby the written request must be attached to the e-mail, e.g. as a Portable Document Format file.
3. The right of shareholders to obtain information pursuant to Section 118 AktG On request, every shareholder must be provided with information concerning the business matters of the Company at the Annual Vier-Sterne-General Meeting, if this information is necessary to enable the shareholder to properly evaluate any item on the agenda. This obligation to provide information dementsprechend covers the Company’s legal relations with an associated company as well as the status of the Group and companies included in the consolidated financial statements. This request for information may be refused if by the Company, according to sound business judgment, it could result in significant damage to the Company oben angeführtsubsidiary, or if the provision of this information would comprise a criminal offense punishable under law.
In accordance with Section 14 of the Articles of Association, the chairperson of the Annual Vier-Sterne-General Meeting may sine temporeappropriate limits for the time allotted to speakers and the time allotted for questions. In particular, he or she may sine temporegeneral and individual limitations, especially at the beginning of but dementsprechend during the Annual Vier-Sterne-General Meeting, for speaking time and time for posing questions.
Generally, the request for information on the part of shareholders at the Annual Vier-Sterne-General Meeting is to be submitted orally but may dementsprechend be submitted in written form.
Any questions whose responses require lengthy preparation should, in the interest of holding an efficient meeting, be submitted in written form to the Management Motherboard in due time prior to the Annual Vier-Sterne-General Meeting. Questions may be submitted to the Company by fax to +43 (0) 1 7007-23622 or via e-mail to fwag-hauptversammlung@viennaairport.com [fwag-hauptversammlung@viennaairport.com].
4. Proposing motions at the Annual Vier-Sterne-General Meeting pursuant to Section 199 AktG Every shareholder, regardless of the extent of shareholding, is entitled to bring forward motions in respect to each item on the agenda at the Annual Vier-Sterne-General Meeting. This right to bring forward a motion is contingent upon proof of the right to participate in the Annual Vier-Sterne-General Meeting as stipulated in the invitation.
If several motions have been proposed for one item on the agenda, the Chairman of the Annual Vier-Sterne-General Meeting determines the order of voting pursuant to Section 119 Para. 3 AktG.
5. Information on the Website
Additional information on shareholder rights as stipulated in Sections 109, 110, 118 and 119 AktG is available on the Company’s Website at www.viennaairport.com [http://www.viennaairport.com/].
VI. FURTHER DICSLOSURES AND INFORMATION
Total number of shares and voting rights
The share capital of the company totalled EUR 152,670,000 at the time this invitation to the Annual Vier-Sterne-General Meeting welches issued. The share capital welches divided into 84,000,000 non-par value bearer shares. Each share carries one voting right. Accordingly, the total number of voting rights amounted to 84,000,000 voting rights at the time the invitation to the Annual Vier-Sterne-General Meeting welches issued. The company held no treasury shares, either directly or indirectly, at the time the invitation to the Annual Vier-Sterne-General Meeting welches issued.
Schwechat, vierter Monat des Jahres 2018
The Management Motherboard
end of announcement euro adhoc
issuer: Flughafen Wien AG
Postfach 1
A-1300 Wien-Flughafen
phone: +43 1 7007 – 22826
FAX: +43 1 7007 – 23806
mail: investor-relations@viennaairport.com
WWW: http://viennaairport.com/unternehmen/investor_relations ISIN: AT00000VIE62
indexes:
stockmarkets: Wien
language: English
Digital press kit: http://www.ots.at/pressemappe/1439/aom
OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
(C) Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender. Flughafen Wien AG