Shareholders' meeting according to article 107 section 3 AktG
DO & CO Aktiengesellschaft: 26th Ordinary General Meeting of Shareholders
Vienna (pta022/26.06.2024/14:00 UTC+2)
DO & CO Aktiengesellschaft
Vienna, FN 156765 m
ISIN AT0000818802
("Company")
Convening of the 26th Annual General Meeting
We hereby invite our shareholders to the 26th Annual General Meeting of DO & CO Aktiengesellschaft on Thursday, 25 July 2024, at 5:00 pm, Vienna time, at DO & CO in the Platinum, UNIQA Tower, 1020 Vienna, Untere Donaustraße 21.
I. AGENDA
- 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 2023/2024 financial year
- Resolution on the appropriation of retained earnings
- Resolution on the discharge of the members of the Executive Board for the 2023/2024 financial year
- Resolution on the discharge of the members of the Supervisory Board for the 2023/2024 financial year
- Resolution on the remuneration for the Supervisory Board for the 2023/2024 financial year
- Election of the auditor and group auditor and the auditor for the sustainability report for the 2024/2025 financial year
- Election of a person to the Supervisory Board
- Resolution on the remuneration report
- Resolution on the remuneration policy
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE
The following documents will be available on the company's website at www.doco.com from 4 July 2024 at the latest in accordance with Section 108 (3) and (4) AktG:
- 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,
- Report of the Supervisory Board for the 2023/2024 financial year,
- Proposed resolutions on agenda items 2 - 9,
- Declaration by the candidate for election to the Supervisory Board under agenda item 7 pursuant to Section 87 (2) AktG, including curriculum vitae,
- Form for granting a power of attorney,
- Form for the revocation of a power 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 at the Annual General Meeting is based on the shareholding at the end of 15 July 2024 (midnight, Vienna time) (record date).
Only those who are shareholders on the record date and can provide the Company with evidence of their shareholding are entitled to attend the Annual General Meeting.
As proof of shareholding on the record date, a deposit confirmation pursuant to Section 10a AktG must be submitted, which must be received by the Company no later than 22 July 2024 (24:00 hours, Vienna time) exclusively via one of the following communication channels and addresses:
(i) for transmission of the safe custody receipt in text form, which the Articles of Association allow to suffice pursuant to § 17 para. 3
Per E-Mail anmeldung.doco@hauptversammlung.at
(Please send deposit confirmations in PDF format)
By fax +43 (1) 8900 500 -50
(ii) for the transmission of the deposit confirmation in written form
By post or courier DO & CO Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
Per SWIFT GIBAATWGGMS
(Message Type MT598 or MT599,
ISIN AT0000818802 must be stated in the text)
Shareholders are requested to contact their custodian bank and arrange for the issue and transmission of a deposit certificate.
The record date has no effect on the saleability of the shares and has no significance for dividend entitlement.
Deposit certificate in accordance with § 10a AktG
The deposit certificate must be issued by the custodian bank domiciled in a member state of the European Economic Area or in a full member state of the OECD or by MKK Merkezi Kayit Kurulusu A.S., Reşitpaşa Mahallesi Borsa İstanbul Caddesi No:4, 34467 Sarıyer, Istanbul, Turkey, and must contain the following information (Section 10a (2) AktG):
- 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, address, date of birth for natural persons, register and register number for legal entities, if applicable,
- Information on the shares: Number of shares held by the shareholder; ISIN AT0000818802 (international securities identification number),
- Securities account number, securities account number or other designation,
- Time or period to which the deposit confirmation refers.
The deposit certificate as proof of share ownership for participation in the Annual General Meeting must refer to the end of the record date 15 July 2024 (midnight, Vienna time).
The deposit certificate will be accepted in German or English.
Proof of identity
Shareholders and their authorised representatives are requested to have a valid official photo ID ready for identification purposes when registering.
If you are attending the Annual General Meeting as an authorised representative, please take the power of attorney with you in addition to your 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.
DO & CO Aktiengesellschaft reserves the right to verify the identity of persons attending the meeting. If it is not possible to establish identity, admission may be refused.
IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to participate in the Annual General Meeting and has provided the Company with evidence of this in accordance with the provisions of this Notice of Annual General Meeting, Section III, has the right to appoint a representative to participate in the Annual General Meeting on his or her behalf and has the same rights as the shareholder 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 (2) AktG), whereby several persons can also be authorised.
It is not possible to grant a power of attorney to a member of the Executive Board or the Supervisory Board, in particular to grant a power of attorney to Bettina Höfinger.
Power of attorneys can be granted both before and during the Annual General Meeting.
We offer the following communication channels and addresses for the transmission of power of attorneys:
By post or courier DO & CO Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By fax +43 (1) 8900 500 -50
Per E-Mail anmeldung.doco@hauptversammlung.at
(power of attorneys in PDF format please)
Per SWIFTGIBAATWGGMS
(Message Type MT598 or MT599,
ISIN AT0000818802 must be stated in the text)
In person when registering for the Annual General Meeting at the meeting venue
The power of attorneys must be received at one of the aforementioned addresses by 24 July 2024, 4:00 p.m. at the latest, unless they are handed over at the entrance and exit control of the Annual General Meeting on the day of the Annual General Meeting.
A power of attorney form and a form for revoking the power of attorney will be available on the company's website at www.doco.com from 4 July 2024 at the latest. In the interest of smooth processing, please always use the forms provided.
Details on the power of attorneys, in particular the text form and content of the power of attorney, can be found in the power of attorney form provided to shareholders.
If the shareholder has granted power of attorney to his or her custodian bank (Section 10a AktG), it is sufficient for the bank to issue a declaration that it has been granted power of attorney in addition to the deposit confirmation, using the channel provided for its transmission to the company.
Shareholders may exercise their rights in person at the Annual General Meeting even after granting a power of attorney. Personal attendance is deemed to be a cancellation of a previously granted power of attorney.
The above provisions on the granting of a power of attorney shall apply mutatis mutandis to the revocation of the power of attorney.
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTIONS 109, 110, 118 AND 119 AKTG
1. Additions to the agenda by shareholders pursuant to Section 109 AktG
Shareholders whose shares individually or collectively account for 5% of the share capital and who have held these shares for at least three months prior to submitting their request may request in writing that additional items be placed on the agenda of this Annual General Meeting and announced, provided that this request is submitted in writing by post or courier no later than 4 July 2024 (24:00 Vienna time) to the company exclusively at the address 1010 Vienna, Stephansplatz 12, attn. July 2024 (midnight, Vienna time) exclusively to the address 1010 Vienna, Stephansplatz 12, for the attention of Bettina Höfinger, or, if by e-mail, with a qualified electronic signature to the e-mail address investor.relations@doco.com or by SWIFT to the address GIBAATWGGMS. "In writing" means personally signed or signed by each applicant or, if sent by e-mail, with a qualified electronic signature or, if sent by SWIFT, with message type MT598 or type MT599, whereby ISIN AT0000818802 must be stated 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 written in German. Proof of shareholder status must be provided by submitting a deposit certificate in accordance with Section 10a AktG, which confirms that the shareholders submitting the motion have held the shares for at least three months prior to submitting the motion and which must not be older than seven days at the time of submission to the company. Several deposit confirmations for shares that only together represent a shareholding of 5% must refer to the same date (day, time).
With regard to the other requirements for the deposit certificate, please refer to the information on the right to participate (item III. of this invitation).
2. Shareholders' proposals for resolutions on the agenda pursuant to Section 110 AktG
Shareholders whose shares together amount to 1% of the share capital may submit proposals for resolutions on each item on the agenda in text form, together with the reasons, and request that these proposals, together with the names of the shareholders concerned, the reasons to be included and any statement by the Executive Board or Supervisory Board, be made available on the company's website entered in the commercial register, provided that this request is received by the company in text form no later than 16 July 2024 (midnight, Vienna time) either at 1010 Vienna, Stephansplatz 12, Attn.
fax to 0043 1 2533033 4530 or by e-mail to investor.relations@doco.com, whereby the request must be sent in text form, for example as a PDF document, attached to the e-mail.
In the case of a proposal for the election of a Supervisory Board member, the statement of the proposed person pursuant to Section 87 (2) AktG replaces the statement of reasons.
As the company's Supervisory Board consists of only four shareholder representatives, DO & CO Aktiengesellschaft is not subject to the scope of application of Section 86 (7) AktG (gender quota), meaning that no disclosures pursuant to Section 110 para. 2 sentence 2 in conjunction with Section 86 para. 7 and 9 AktG are required.
If the text form within the meaning of Section 13 (2) AktG is prescribed for declarations, the declaration must be made in a 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 made recognisable by reproducing the signature or otherwise. The proposed resolution, but not the reasons for it, must also be written in German.
Proof of shareholder status must be provided by submitting a deposit certificate in accordance with Section 10a AktG, which must not be older than seven days at the time of submission to the company. Several deposit confirmations for shares that only together represent a shareholding of 1% must refer to the same date (day, time).
With regard to the other requirements for the deposit certificate, please refer to the information on the right to participate (item III. of this invitation).
3. Shareholders' right to information in accordance with Section 118 AktG
Upon request, each shareholder must be provided with information on the company's affairs at the Annual General Meeting, insofar as this is necessary for the proper assessment of an item on the agenda. The duty to provide information also extends to the company's legal relationships with an affiliated company and 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 judgement, it is likely to cause a significant disadvantage to the company or an affiliated company, or if providing it would be a criminal offence.
Requests for information must generally be made verbally at the Annual General Meeting, but can also be made in writing.
Questions that require longer preparation to answer should be submitted to the Executive Board in text form in good time before the Annual General Meeting in order to ensure that the meeting is organised efficiently. Questions can be sent to the company by post to 1010 Vienna, Stephansplatz 12, for the attention of Ms Bettina Höfinger, or by email to investor.relations@doco.com.
4. Motions by shareholders at the Annual General Meeting in accordance with Section 119 AktG
Every shareholder - irrespective of a specific shareholding - is entitled to submit motions on any item on the agenda at the Annual General Meeting. The prerequisite for this is proof of authorisation to participate in accordance with point III. of this invitation. If several motions are submitted for an item on the agenda, the Chairman shall determine the order of voting in accordance with Section 119 (3) AktG.
However, a shareholder motion on agenda item 7 "Election of a person to the Supervisory Board" requires the timely submission of a resolution proposal in accordance with Section 110 AktG: Persons may only be proposed for election to the Supervisory Board by shareholders whose shares together amount to 1% of the share capital. Such nominations must be received by the company no later than 16 July 2024 in the manner specified above (point V. para. 2). Each nomination must be accompanied by a declaration pursuant to Section 87 para. 2 of the Austrian Stock Corporation Act (AktG) from the proposed candidate regarding their professional qualifications, their professional or comparable functions and any circumstances that could give rise to concerns of bias.
Otherwise, the shareholder motion for the election of a Supervisory Board member may not be considered in the vote.
DO & CO Aktiengesellschaft is not subject to the provisions of the minimum share offer pursuant to § 86 (7) AktG.
5. Information on data protection for shareholders
DO & CO Aktiengesellschaft processes personal data (in particular those pursuant to Section 10a (2) AktG, i.e. name, address, date of birth, securities account number, number of shares held by the shareholder, class of shares if applicable, voting card number and, if applicable, name and date of birth of the authorised representative) on the basis of the applicable data protection laws and the Austrian Stock Corporation Act in order to enable shareholders to exercise their rights at the Annual General Meeting.
The processing of shareholders' personal data is mandatory for the participation of shareholders and their representatives in the Annual General Meeting. DO & CO Aktiengesellschaft is the controller responsible for the processing. The legal basis for the processing is Article 6 (1) c) of the General Data Protection Regulation.
The service providers of DO & CO Aktiengesellschaft, which are commissioned for the purpose of organising the General Meeting, receive from DO & CO Aktiengesellschaft only such personal data as are necessary for the performance of the commissioned service and process the data exclusively in accordance with the instructions of DO & CO Aktiengesellschaft.
Every shareholder has a right of access, rectification, restriction, objection and erasure regarding the processing of personal data at any time, as well as a right to data portability in accordance with Chapter III of the General Data Protection Regulation. Shareholders' data will be deleted at the end of the statutory retention period. Shareholders can assert these rights against DO & CO Aktiengesellschaft free of charge via the e-mail address investor.relations@doco.comor via the following contact details:
DO & CO Aktiengesellschaft
1010 Vienna, Stephansplatz 12
Shareholders also have the right to lodge a complaint with the data protection supervisory authority in accordance with Article 77 of the General Data Protection Regulation.
You can contact the company data protection officer of DO & CO Aktiengesellschaft at:
DO & CO Aktiengesellschaft
Data Protection Officer
1010 Vienna, Stephansplatz 12
E-mail: datenschutz@doco.com
Further information on data protection can be found on the DO & CO Aktiengesellschaft website at www.doco.com.
VI. FURTHER INFORMATION AND NOTES
1. Total number of shares and voting rights
At the time the Annual General Meeting is convened, the company's share capital amounts to EUR 21,954,414.00 and is divided into 10,977,207 no-par value bearer shares. Each share grants one vote. The total number of voting rights at the time the Annual General Meeting is convened is therefore 10,977,207 voting rights. The number of shares and therefore voting rights may still change by the time of the Annual General Meeting due to the issue of shares to holders of convertible bonds.
At the time of convening the Annual General Meeting, the company does not hold any treasury shares, either directly or indirectly.
There are not several classes of shares.
2. Guests
The Annual General Meeting is the main body of a public limited company, as it is the forum for the owners of the company - the shareholders. We therefore ask for your understanding that we cannot turn an Annual General Meeting into an event for guests, however much we appreciate such interest. If you have any questions, please do not hesitate to contact Bettina Höfinger (e-mail: investor.relations@doco.com).
3. Partial broadcast of the Annual General Meeting on the Internet
It is intended to broadcast the Annual General Meeting on the Internet until the start of the general debate.
All shareholders of the company and interested members of the public can follow the speech by CEO Attila Dogudan at the Annual General Meeting on 25 July 2024 live on the Internet at www.doco.com from around 5:00 pm. There will be no further video or audio transmission of the Annual General Meeting.
The report will be presented in German. A translation into English and Turkish will be provided.
Vienna, June 2024 The Executive 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 |