pta20230621006
Shareholders' meeting according to article 107 section 3 AktG

DO & CO Aktiengesellschaft: 25th Ordinary General Meeting of Shareholders

Vienna (pta006/21.06.2023/09:00 UTC+2)

DO & CO Aktiengesellschaft

Vienna, FN 156765 m

ISIN AT0000818802

("the Company")

Invitation to the 25th Ordinary General Meeting of Shareholders

We hereby invite our shareholders to the 25th Ordinary General Meeting of Shareholders of DO & CO Aktiengesellschaft on Thursday, 20 July 2023, 5:00 p.m., Vienna Time, at DO & CO at Platinum, UNIQA Tower, 1020 Vienna, Untere Donaustraße 21.

I. AGENDA

  1. Presentation of the annual financial statements, including the management report and corporate governance report, the consolidated financial statements, the group management report, the proposed appropriation of profit and the report on the 2022/2023 business year submitted by the Supervisory Board
  2. Resolution on the appropriation of the net profit for the year
  3. Resolution on granting discharge to the members of the Management Board for the business year 2022/2023
  4. Resolution on granting discharge to the members of the Supervisory Board for the business year 2022/2023
  5. Resolution on the remuneration for the members of the Supervisory Board for the business year 2022/2023
  6. Election of the auditor and group auditor for the business year 2023/2024
  7. Resolution on the remuneration report
  8. Resolution on authorisation of the Management Board

a) to acquire own shares pursuant to Section 65 (1) No. 8 as well as (1a) and (1b) AktG by stock exchange or by public offer as well as in a different way up to a maximum amount of 10% of the nominal capital, even under the exclusion of the shareholders' right to sell on a pro rata basis which may be associated with such an acquisition (exclusion of reverse subscription rights),

b) to dispose of or use own shares of the Company pursuant to Section 65 (1b) AktG by means other than sale through the stock exchange or by means of a public offer and excluding the acquisition right of the shareholders (exclusion of subscription rights) , and

c) to decrease the share capital by withdrawing these own shares without further resolution of the General Meeting of Shareholders,

9. Resolution on the amendment to the Articles of Association in Section 4 "Publication"

10. Resolution on the amendment to the Articles of Association in Section 16 "Place, invitation, electronic participation in the General Meeting of Shareholders"

II. DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS; PROVISION OF INFORMATION ON THE WEBSITE

In particular, the following documents will be available on the Company's website pursuant to Section 108 (3) and (4) AktG as of no later than 29 June 2023, under www.doco.com:

  • Invitation,
  • Proxy,
  • Revocation of the proxy,
  • Financial statements of DO & CO Aktiengesellschaft including the management report
  • Proposed appropriation of profit
  • Consolidated financial statements including group management report
  • Corporate governance report,
  • Report of the Supervisory Board,
  • Sustainability report,
  • Remuneration report,
  • Report of the Management Board regarding agenda item 8 – authorisation of the Management Board to acquire and sell own shares under exclusion of subscription rights or exclusion of reverse subscription rights,
  • Proposals for resolutions by the Management Board and the Supervisory Board.

III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATING IN THE GENERAL MEETING OF SHAREHOLDERS

The entitlement to participate in the General Meeting of Shareholders and to exercise the voting right and other shareholders' rights which may be exercised in the course of this General Meeting of Shareholders depends on the shareholding as at the end of 10 July 2023 (Midnight, Vienna time) (record date).

Only persons who are shareholders on this record date and provide the Company with evidence of their shareholding are entitled to attend the general meeting.

A deposit confirmation pursuant to Section 10a AktG is to be submitted as proof of the shareholding as at the record date no later than 17 July 2023(Midnight, Vienna time), exclusively using one of the following means of communications and addresses:

(i) For transmitting the deposit confirmation in written form which meets the criteria of Section 17 (3) of the Articles of Association

Via e-mail anmeldung.doco@hauptversammlung.at

(please send deposit confirmations in PDF format)

Via telefax: +43 (1) 8900 500 - 50

(ii) For transmitting the deposit confirmation in writing

Via mail or messenger DO & CO Aktiengesellschaft

c/o HV-Veranstaltungsservice GmbH

8242 St. Lorenzen am Wechsel, Köppel 60

Via SWIFT GIBAATWGGMS

(message type MT598 or MT599,

absolutely required to state ISIN AT0000818802 in the text)

Shareholders are requested to contact their custodian bank and arrange for the issue and transmission of a deposit confirmation.

The record date has no effect on the saleability of the shares and is not relevant with regard to dividend entitlement.

Deposit confirmation pursuant to Section 10a AktG

The deposit confirmation must be issued by the custodian bank and domiciled in a member state of the European Economic Area or in a full member state of OECD or by MKK Merkezi Kayit Kurulusu A.S., Reşitpaşa Mahallesi Borsa İstanbul Caddesi No:4, 34467 Sarıyer, Istanbul, Turkey, and it must include the following information (Section 10a (2) AktG):

  • Information on the issuer: name/company name and address or code customarily used for transactions between credit institutions (SWIFT code),
  • Information on the shareholder: Name/company name and address; for natural persons, the date of birth; for legal persons, if applicable, the register and registry number,
  • Information on shares: Number of shares held by the shareholder, ISIN AT0000818802 (commonly used international securities identification number),
  • Deposit number, securities account number or other designation,
  • Point in time or period of time covered by the deposit confirmation,

In order to serve as proof of the shareholding for attendance in the General Meeting of Shareholders, the deposit confirmation must refer to the end of the record date, 10 July 2023(Midnight, Vienna time).

The deposit confirmation will be accepted in German or English.

Form of identification

At registration, shareholders and the persons authorised by them are asked to identify themselves by presenting an official photo identification document.

If you come as authorised person to the General Meeting of Shareholders, please bring the proxy in addition to the official photo identification document. In case the original proxy was already sent to the Company, it will facilitate the admission process if you present a copy of the proxy.

DO & CO Aktiengesellschaft reserves the right to verify the identity of the persons attending the meeting. In case it is not possible to verify the identity, admission may be denied.

IV. APPOINTMENT OF A PROXY HOLDER AND THE PROCEDURES TO BE COMPLIED WITH

Each shareholder entitled to attend the General Meeting of Shareholders and having proved this to the Company as stipulated in Item III. of this invitation has the right to appoint a proxy holder who attends the General Meeting of Shareholders on behalf of the shareholder and has the same rights as the shareholder they represent.

The proxy must be granted to a specific person (natural or legal person) in written form (Section 13 (2) AktG). It is possible to authorise several persons.

The proxy may be granted prior to as well as during the General Meeting of Shareholders.

We offer the following means of communication and addresses for transmitting the proxies:

Via mail or messenger DO & CO Aktiengesellschaft

c/o HV-Veranstaltungsservice GmbH

8242 St. Lorenzen am Wechsel, Köppel 60

Via telefax: +43 (1) 8900 500 - 50

Via e-mail anmeldung.doco@hauptversammlung.at

(please send proxies in PDF format)

Via SWIFT GIBAATWGGMS

(message type MT598 or MT599,

absolutely required to state ISIN AT0000818802 in the text)

In person at the registration for the General Meeting of Shareholders at the meeting place

The proxies must be received at one of the above-mentioned addresses no later than 19 July 2023, 4:00 p.m. unless submitted on the day of the General Meeting of Shareholders at the admission and exit control.

An authorisation form for proxy holders and the form for the revocation of a proxy will be available on the website of the Company under www.doco.com no later than 29 June 2023. We kindly ask to use the forms available on the website for smooth processing.

Details on the authorisation, especially regarding the written form and the content of the proxy are specified in the authorisation form for proxy holders provided to the shareholders.

In the case a shareholder grants a proxy to the custodian bank (Section 10a AktG), it is sufficient if the custodian bank submits the declaration of being granted the proxy in addition to the deposit confirmation via the intended way of transmission to the Company.

Shareholders may personally exercise their rights at the General Meeting of Shareholders even after granting the proxy. Attendance in person is considered as revocation of a previously granted proxy.

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

V. INFORMATION REGARDING SHAREHOLDERS' RIGHTS UNDER SECTIONS 109, 110, 118 AND 119 AKTG

1. Shareholders adding items to the agenda pursuant to Section 109 AktG

Shareholders whose shares individually or in the aggregate make up 5% of the share capital and who have owned the shares for a minimum of three months prior to filing the request may request in writing that additional items will be added to the agenda and announced, provided that such request in writing has reached the Company by mail or messenger exclusively at its location in 1010 Vienna, Stephansplatz 12, Attn. Ms. Bettina Höfinger, or, if via e-mail to investor.relations@doco.com using a qualified electronic signature, or via SWIFT to the address GIBAATWGGMS no later than on 29 June 2023 (Midnight, Vienna time). "In writing" means signed personally or duly signed by the requesting shareholder or, if sent by e-mail, with qualified electronic signature or if transmitted via SWIFT using message type MT598 or type MT599, in which case it is absolutely required to state ISIN AT0000818802 in the text.

Each agenda item requested in such way must be accompanied by a draft resolution including justification. The agenda item and the proposed resolution, but not its justification, must in any case also be drawn up in German. In order to prove ownership of shares, a deposit confirmation pursuant to Section 10a AktG must be submitted, confirming that the requesting shareholder has been the owner of the shares for a minimum of three months prior to filing the request, and at the time of its submission to the Company, said certificate must not be older than seven days. Multiple deposit confirmations regarding shares that only in the aggregate convey a share of investment of 5% must refer to the same point in time (date and time).

With regard to the other requirements for deposit confirmations, please refer to the information on the right to participate (item III. of this invitation).

2. Draft resolutions by shareholders for agenda items pursuant to Section 110 AktG

For each item on the agenda, shareholders whose shares in the aggregate make up 1% of the share capital may submit in writing proposals regarding the resolution including a justification, and request that these proposals, together with the names of the respective shareholders, their justification to be enclosed, and, possibly, a comment by the Management Board or Supervisory Board, be published on the Company's website as noted in the Austrian Company Register, provided that such request in writing is received by the Company no later than 11 July 2023 (Midnight, Vienna time) at 1010 Vienna, Stephansplatz 12, Attn. Ms. Bettina Höfinger, or by telefax to 0043 1 2533033 4530, or by e-mail to investor.relations@doco.com, with the request to be enclosed to the e-mail in written form, e.g. as PDF. If declarations are required to be made in written form within the meaning of Section 13 (2) AktG, the declaration must be made in form of an official document or in another manner suitable for permanent reproduction in writing, the person making the declaration must be named and the conclusion of the declaration must be clearly demonstrated by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be drawn up in German.

In order to prove ownership of shares, a deposit confirmation pursuant to Section 10a AktG must be submitted, which, at the time of its submission to the Company, must not be older than seven days. Multiple deposit confirmations regarding shares that only in the aggregate convey a share of investment of 1% must refer to the same point in time (date and time).

With regard to the other requirements for deposit confirmations, please refer to the information on the right to participate (item III. of this invitation).

3. Shareholders' right to information pursuant to Section 118 AktG

Upon request, each shareholder is to be provided with information on the Company's affairs at the General Meeting of Shareholders to the extent that such information is necessary for a proper evaluation of an agenda item. The duty to provide information also extends to the legal relations of the Company to 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 if, according to reasonable business judgment, it is likely to cause significant disadvantage to the Company or an affiliated company or its provision would be punishable by law.

In general, information requests are presented verbally at the General Meeting of Shareholders, but the written form is also accepted.

In order to ensure the meeting's efficiency, questions requiring more time to prepare an answer may be transmitted to the Management Board in a timely manner prior to the General Meeting of Shareholders. The questions may be transmitted to the Company via mail to 1010 Vienna, Stephansplatz 12, Attn. Ms. Bettina Höfinger, or via e-mail toinvestor.relations@doco.com.

4. Shareholders' requests in the General Meeting of Shareholders pursuant to Section 119 AktG

In the General Meeting of Shareholders, each shareholder is entitled to file requests with regard to any item on the agenda, no matter the amount of shareholding. This requires proof of entitlement to attend the meeting pursuant to Item III. of this invitation. In the case there are several requests regarding one item on the agenda, the Chairman decides on the voting order pursuant to Section 119 (3) AktG.

5. Information on data protection for the shareholders

DO & CO Aktiengesellschaft processes personal data (in particular data pursuant to Section 10a (2) AktG, that is name, address, date of birth, number of the deposit of securities, number of shares of a shareholder, class of shares (if required), number of the voting card as well as, if applicable, name and date of birth of the authorised person) on the basis of the applicable data protection laws and the AktG in order to enable the shareholders to exercise their rights in the General Meeting of Shareholders.

The processing of personal data of the shareholders is absolutely necessary for the attendance of the shareholders and their representatives in the General Meeting of Shareholders. DO & CO Aktiengesellschaft is responsible for such processing of data. Article 6 (1) c) General Data Protection Regulation serves as basis for the processing of data.

The service providers of DO & CO Aktiengesellschaft, which are commissioned for the purpose of organising the General Meeting of Shareholders, only receive such personal data from DO & CO Aktiengesellschaft which they require for providing the commissioned service and they only process the data in line with DO & CO Aktiengesellschaft's instructions.

Each shareholder, at any time, has the right to access, the right to rectification, the right to restriction, the right to object and the right to erasure with regard to the processing of personal data, as well as the right to data transmission according to Chapter III of the General Data Protection Regulation. All data of shareholders will be erased when the statutory retention period is over. The shareholders may claim these rights vis-á-vis DO & CO Aktiengesellschaft free of charge via the e-mail address investor.relations@doco.comor using the following contact details:

DO & CO Aktiengesellschaft

1010 Vienna, Stephansplatz 12

In addition, the shareholders have the right to lodge a complaint with the data protection supervisory authority pursuant to Article 77 of the General Data Protection Regulation.

You may reach DO & CO Aktiengesellschaft's data protection officer under:

DO & CO Aktiengesellschaft

Datenschutzbeauftragter

1010 Wien, Stephansplatz 12

E-Mail: datenschutz@doco.com

Further information on data protection is available on the website of DO & CO Aktiengesellschaft under www.doco.com.

VI. FURTHER DISCLOSURES AND INFORMATION

1. Total number of shares and voting rights

At the time the General Meeting of Shareholders is convened, the Company's share capital totals € 20,604,174.00 divided into 10,302,087 non-par value bearer shares. Each share carries one vote. The total number of voting rights consequently totals 10,302,087 at the time the General Meeting of Shareholders is convened. The number of shares and thus the number of voting rights may change until the date of the General Meeting of Shareholders due to the issuance of shares to holders of convertible bonds.

At the time the General Meeting is convened, the Company neither directly nor indirectly holds own shares.

There are not several classes of shares.

2. Guests

The General Meeting of Shareholders is the essential board of a stock corporation, since it is the forum for the owners of the company – the shareholders. Therefore, please understand that the General Meeting of Shareholders is no event for guests, even though we highly appreciate such interest. If you have any questions, Ms. Bettina Höfinger will be happy to help (e-mail: investor.relations@doco.com).

3. Partial broadcasting of the General Meeting of Shareholders on the internet

It is intended to broadcast the General Meeting of Shareholders on the internet until the beginning of the general debate.

All shareholders of the Company as well as the interested public may follow the speech given by Chairman Attila Dogudan at the General Meeting of Shareholders on 20 July 2023 starting at approx. 5:00 p.m. live on the internet on www.doco.com. No further image or sound of the General Meeting of Shareholders will be provided.

The speech will be held in German. A translation into English and Turkish will be provided.

Vienna, June 2023

The Management Board

(end)

Emitter: DO & CO Aktiengesellschaft
Stephansplatz 12
1010 Wien
Austria
Contact Person: Mag. Bettina Höfinger
Phone: +43 664 80 777 1157
E-Mail: bettina.hoefinger@doco.com
Website: www.doco.com
ISIN(s): AT0000818802 (Share)
Stock Exchange(s): Vienna Stock Exchange (Official Trade); Free Market in Berlin, Dusseldorf, Frankfurt, Munich, Stuttgart, Tradegate
Other Stock Exchanges: London, Istanbul
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