Nachricht vom 17.06.2020 | 00:00

Petro Welt Technologies AG: Invitation to the 15th Annual Shareholders' Meeting

DGAP-News: Petro Welt Technologies AG / Announcement of the Convening of the General Meeting
17.06.2020 / 00:00
Announcement of the Convening of the General Meeting, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Petro Welt Technologies AG
FN 69011 m
ISIN: AT0000A00Y78

Invitation to the 15th Annual Shareholders' Meeting of Petro Welt Technologies AG, to be held on Wednesday, 15 July 2020 at 10:00 a.m. CEST, Vienna Time in 1010 Vienna, Schubertring 6.


Dear Shareholders,

The 15th Annual General Meeting of Petro Welt Technologies AG will be held on 15 July 2020 as a virtual Annual General Meeting without the physical presence of the participants in accordance with the Ordinance of the Federal Minister of Justice on the more detailed regulation of the holding of meetings under company law without the physical presence of the participants and of resolutions passed by other means (Corporate Law COVID-19 Ordinance - COVID-19-GesV).

Accordingly, shareholders may not be physically present at the 15th Annual General Meeting of Petro Welt Technologies AG on 15 July 2020. The prerequisites are being created to enable shareholders to follow the Annual General Meeting from any location, both visually and acoustically, in real time.

The submission of motions, the casting of votes and the raising of an objection in the virtual Annual General Meeting can only be carried out by an independent proxy proposed by the Company.

For further information on the virtual Annual General Meeting and shareholder rights, the Management Board refers to the information on the organizational and technical requirements for participation in the 15th Annual General Meeting and to the explanations on shareholder rights in this invitation to the 15th Annual General Meeting, which will be available from 24 June 2020 on the Company's website at www.pewete.com.

By holding the virtual Annual General Meeting instead of postponing the Annual General Meeting to an uncertain later date the Management Board considers that both the interests of the Company and the interests of the shareholders have been taken into account in the best possible way.

The Management Board of Petro Welt Technologies AG expressly reserves the right to cancel this Annual General Meeting and to hold it at a later date if the reliable execution on 15 July 2020 does not appear to be assured or if the requirements of the authorities make it appropriate.

BROADCAST OF THE ANNUAL GENERAL MEETING ON THE INTERNET

The 15th Annual General Meeting is broadcast entirely in real time on the Internet.

All authorized shareholders of the Company can follow the Annual General Meeting on 15 July 2020 from 10:00 a.m., CEST, Vienna time, on the Internet at www.pewete.com/hauptversammlung-livestream.

By broadcasting the Annual General Meeting on the Internet, all authorized shareholders who wish to do so have the opportunity to follow the course of the Annual General Meeting in real time from any location by means of a one-way acoustic and optical connection and to follow the presentation by the Management Board and the answers to shareholders' questions as well as the adoption of resolutions.

AGENDA

  1. Presentation of the approved annual financial statements including the management report and presentation of the consolidated annual financial statements including the consolidated management report, the corporate governance report, and the report of the Supervisory Board, in each case in relation to the fiscal year ended 31 December 2019
  2. Resolution on the distribution of the net profit
  3. Resolution on the discharge of the members of the Management Board in relation to the fiscal year ended 31 December 2019
  4. Resolution on the discharge of the members of the Supervisory Board in relation to the fiscal year ended 31 December 2019
  5. Resolution on the remuneration of the members of the Supervisory Board in relation to the business year ended 31 December 2019
  6. Resolution on the remuneration policy for the members of the Management Board and the Supervisory Board
  7. Election of the auditor of the annual financial statements and of the consolidated annual financial statements in relation to the fiscal year ending on 31 December 2020
  8. Resolution on the amendment of the Articles of Association in clauses 15 and 16 regarding the electronic participation in shareholders' meetings

DOCUMENTS

The following documents shall be available for inspection by the shareholders from 24 June 2020 on the website of Petro Welt Technologies AG (www.pewete.com):

  • Invitation and Agenda (Convocation)
  • Information on the organizational and technical requirements for participation in the virtual Annual General Meeting
  • Resolution proposals of the Management Board and Supervisory Board regarding agenda items 2 to 8
  • Annual financial statements in relation to the fiscal year ended 31 December 2019, the management report and corporate governance report
  • Consolidated financial statements in relation to the fiscal year ended 31 December 2019 and the consolidated management report
  • Report of the Supervisory Board for the financial year ended 31 December 2019
  • Comparison of Articles of Association
  • Remuneration policy for the Management Board
  • Remuneration policy for the Supervisory Board
  • Question form
  • Proxy form for the proxies according to Section 3 para. 4 COVID-19-GesV
  • Form for revoking a power of attorney

This information will be permanently available on the website of the Company until one month after holding of the Annual General Meeting.

RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING

The entitlement to participate in the virtual Annual General Meeting and to exercise the voting right and other shareholder rights to be exercised at the 15th Annual General Meeting is based on the shareholding at the end of the tenth day before the day of the Annual General Meeting (record date). The record date is therefore 5 July 2020, midnight, CEST, Vienna time.

Only persons who are shareholders on this record date and provide evidence of this to the Company are entitled to participate in the Annual General Meeting.

In order to prove the shareholding on the record date, a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) is required, which refers to the record date and which must be received by the Company no later than 10 July 2020, midnight, CEST, Vienna time exclusively via one of the following communication channels:

1. Submission of the deposit confirmation in text form pursuant to Section 16.2 of the Articles of Association:

Fax: +43 (0) 18900 500 62
E-Mail: anmeldung.pewete@hauptversammlung.at
(Deposit confirmation as scanned attachment in TIF or PDF format)

2. Submission in written form (signature, company signature):

By mail or courier: Petro Welt Technologies AG
to Mr. Willibald Schebesta
Kärntner Ring 11-13, A-1010 Vienna
(access via Mahlerstrasse 12, Stiege 5, A-1010 Vienna)
By SWIFT: GIBAATWGGMS
(Message Type MT598 oder MT599)
(ISIN AT0000A00Y78 must be specified in the text)

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

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

DEPOSIT CONFIRMATION PURSUANT TO SECTION 10a AktG

The deposit confirmation pursuant to Section 10a AktG must be issued by the depositary bank with its registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD and must contain the following information:

  • Information on the issuer: name (company) and address or a code commonly used in transactions between credit institutions (BIC);
  • Information on the shareholder: name (company), address, date of birth in the case of natural persons, and register and registration number in the case of legal entities, if applicable;
  • Information on the shares: number of shares held by the shareholder, ISIN: AT0000A00Y78;
  • Deposit number, otherwise another identification; and
  • the date to which the deposit confirmation refers.

The deposit confirmation as evidence of share ownership for participation in the Annual General Meeting must refer to the end of the record date on 5 July 2020, midnight, CEST, Vienna time. The deposit confirmation will be accepted in German or English.

APPOINTMENT OF A PROXY

Each 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 convocation has to use one of the persons listed below as an independent proxy to exercise voting rights at the Annual General Meeting in accordance with the instructions.

Only one of the proxies listed below can propose resolutions, cast votes or raise objections at the virtual general meeting:

1. Dipl.-Volkswirt, Dipl.-Jurist Florian Beckermann, LL.M.

c/o Interessenverband für Anleger, IVA, Feldmühlgasse 22, A-1130 Vienna

E-Mail: beckermann.pewete@hauptversammlung.at

2. Attorney Mag. Alexander Singer

c/o Singer Fössl Rechtsanwälte OG, Prinz-Eugen-Straße 30, A-1040 Vienna

E-Mail: singer.pewete@hauptversammlung.at

3. Attorney Dr. Sarah Wared

c/o Wolf Theiss Rechtsanwälte GmbH & Co KG, Schubertring 6, A-1010 Vienna

E-Mail: wared.pewete@hauptversammlung.at

4. Attorney Dr. Richard Wolf

c/o Wolf Theiss Rechtsanwälte GmbH & Co KG, Schubertring 6, A-1010 Vienna

E-Mail: wolf.pewete@hauptversammlung.at

Each shareholder may select just one of the above-mentioned persons as special proxy and grant this person power of attorney. The granting of a power of attorney to another person is not permissible within the meaning of Section 3 (4) COVID-19-GesV and is therefore invalid.

Please use the proxy form provided on the Company's website at www.pewete.com/de/investors/meeting/ to grant power of attorney.

The proxy must be submitted to the Company exclusively at one of the addresses listed below:

Fax: +43 (0) 1890050062

E-Mail: anmeldung.pewete@hauptversammlung.at
(Power of attorney as scanned attachment in TIF or PDF format)

By mail or courier: Petro Welt Technologies AG
to Mr. Willibald Schebesta
Kärntner Ring 11-13, A-1010 Vienna
(Access via Mahlerstrasse 12, Stiege 5, A-1010 Vienna)

By SWIFT: GIBAATWGGMS
(Message Type MT598 oder MT599)
(ISIN AT0000A00Y78 must be specified in the text)

The personal handover of the power of attorney at the place of assembly is expressly excluded.

The signed power of attorney must be sent to and received by the Company no later than 14 July 2020, 4:00 p.m. CEST, Vienna time.

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

INFORMATION ON SHAREHOLDER RIGHTS

Request for additional agenda items (Section 109 AktG)

Shareholders whose aggregate shareholdings equal 5% of the Company's share capital and who have been owners of the shares for at least three months prior to the date of the request may ask in writing to add items to the agenda of the Annual General Meeting and to make them public. Each additional item must include a proposal for a resolution to be passed and an explanation of the reasons.

Applicants must prove ownership of the shares. For deposited bearer shares a deposit confirmation by a depositary credit institution pursuant to Section 10a AktG is sufficient. The depositary credit institution shall have its registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD. The deposit confirmation must not be older than seven days at the time of the submission and must state that the shareholder has held the shares continuously for at least three months at the time of the request.

For further information regarding content of the deposit confirmation we refer to the information about shareholders' right to attend.

The request for additional agenda items, together with the above-mentioned proof of share ownership (deposit confirmation), must be received by the Company no later than the 21st day before the Annual General Meeting, i.e. no later than 24 June 2020, midnight, CEST, Vienna time, by mail or courier to its business address Kärntner Ring 11-13, A-1010 Vienna (access via Mahlerstrasse 12, Stiege 5, A-1010 Vienna) or via SWIFT GIBAATWGGMS (Message Type MT598 or MT599, it is essential to indicate ISIN AT0000A00Y78 in the text).

Resolution proposals (Section 110 AktG)

Shareholders whose aggregate shareholdings equal 1% of the Company's share capital may submit written proposals for resolutions relating to any item of the agenda, together with the reasons, and may request that these proposals are made available on the Company's website (www.pewete.com), including the names of the respective shareholders, the proposal explanation and if available, statements (by the Management Board or the Supervisory Board). The written proposal shall be in text form (given name and surname of the persons must be clearly identifiable). In resolution proposals regarding the election of Supervisory Board members the explanation must be replaced by a declaration pursuant to Section 87 para. 2 AktG. In this declaration the proposed person must state her/his professional qualification, the occupational or other applicable functions as well as all circumstances which could indicate a conflict of interest.

Applicants must prove ownership of their shares. For deposited bearer shares a deposit confirmation pursuant to Section 10a AktG is sufficient. It must be issued by the depositary bank domiciled in a member state of the European Economic Area (EEA) or in a full member state of the OECD. The deposit confirmation must not be older than seven days at the submission.

For further information regarding content of the deposit confirmation we refer to the information about shareholders' right to attend.

The proposal for the resolution must be received by the Company together with the above-mentioned proof of share ownership (deposit confirmation) no later than the seventh working day before the Annual General Meeting, i.e. no later than 6 July 2020, midnight, CEST, Vienna time, by mail or courier at its business address Kärntner Ring 11-13, A-1010 Vienna (access via Mahlerstrasse 12, Stiege 5, A-1010 Vienna), by fax at +43(0)1890050062, as scanned attachment in TIF or PDF format by e-mail under anmeldung.pewete@hauptversammlung.at or via SWIFT GIBAATWGGMS (Message Type MT598 or MT599, please indicate ISIN AT0000A00Y78 in the text).

Right of shareholders to submit motions at the Annual General Meeting (Section 119 AktG)

Every shareholder is entitled to submit motions at the Annual General Meeting through his special proxy for each item on the agenda that do not require prior announcement. No resolution may be passed on an item of the agenda that has not been duly announced as an agenda item.

Right to information (Section 118 AktG)

Every shareholder is to be provided with information on the company's affairs at the Annual General Meeting on request, insofar as this is necessary for the proper assessment of an item on the agenda. The obligation to provide information also extends to the legal and business relations of the Company with an affiliated company. The obligation to provide information also extends to the position of the Group and the companies included in the consolidated financial statements.

Information can be refused in the event that

  • according to reasonable business judgement, it is likely to cause significant damage to the company or an affiliated company, or
  • their issuance would be punishable by law.

The information may also be refused if it was continuously accessible on the company's website in the form of question and answer for at least seven days before the start of the Annual General Meeting.

Express reference is made to the fact that the right to information pursuant to Section 118 AktG can also be exercised by the shareholders themselves during the virtual Annual General Meeting. In the interests of orderly conduct of the virtual Annual General Meeting, shareholders are requested to submit all questions in text form by e-mail to vorstand@pewete.com in good time so that they reach the Company no later than on the second day before the Annual General Meeting, i.e. 13 July 2020, midnight, CEST, Vienna time.

Please use the question form, which is available on the company's website at www.pewete.com/de/investors/meeting/. Using a confirmed e-mail address (as explained in the information on the organizational and technical requirements for participating in the virtual Annual General Meeting), you can also send a simple e-mail with your questions to the e-mail address provided, ending with your name.

INFORMATION ON SHAREHOLDER DATA PROTECTION

Petro Welt Technologies AG, as the person responsible, processes personal data of the shareholders (in particular those according to Section 10a para. 2 AktG, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder, if applicable class of shares, number of the voting card as well as, if applicable, name and date of birth of the proxy or proxies) in order to enable the shareholders to participate and exercise their rights in the Annual General Meeting. Petro Welt Technologies AG receives these data directly from the persons concerned or, on their instruction, from banks, insofar as they manage securities accounts.

Petro Welt Technologies AG is legally obliged to convene the Annual General Meeting annually pursuant to Section 104 (1) AktG. In order to comply with this legal obligation, the processing of shareholders' personal data is essential for the participation of shareholders and their representatives in the Annual General Meeting. The legal basis for the processing of personal data is Article 6 (1) c) Data Protection Act (DSGVO), according to which the processing of data is lawful if it is necessary to fulfil legal obligations to which the controller is subject.

Petro Welt Technologies AG is the responsible body for processing personal data. Petro Welt Technologies AG uses external service companies such as notaries, lawyers, banks and IT service providers for the purpose of organizing the Annual General Meeting. These receive from Petro Welt Technologies AG only such personal data that are necessary for the execution of the commissioned service and process the data exclusively according to the instructions of Petro Welt Technologies AG. As far as legally necessary, Petro Welt Technologies AG has concluded a data protection agreement with these service providers. Beyond this, personal data will not be passed on to third parties.

If a shareholder attends the Annual General Meeting, the special proxies, the members of the Management Board and Supervisory Board and the notary public can inspect the list of participants required by law (Section 117 AktG) and thereby also view the personal data specified therein (including name, place of residence, shareholding). Petro Welt Technologies AG is also required by law to submit personal shareholder data (in particular the list of participants) as part of the notarial record for the commercial register.

The company uses HV-Veranstaltungsservice GmbH, FN 332741 a, Köppel 60, A-8242 St. Lorenzen am Wechsel as its service provider, which acts as a processor of personal data in accordance with Article 28 Data Protection Act (DSGVO).

The shareholders' data will be anonymized or deleted as soon as they are no longer necessary for the purposes for which they were collected or processed and unless other legal obligations require further storage. Obligations to provide evidence and retain data arise in particular from company, stock corporation and takeover law, from tax and duty law and from money laundering regulations.

If legal claims of shareholders are raised against Petro Welt Technologies AG or vice versa by Petro Welt Technologies AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with legal proceedings before civil courts this may lead to the storage of data for the duration of the limitation period plus the duration of the legal proceedings until their legally binding conclusion.

Every shareholder has a right of information, correction, restriction, objection and deletion at any time with regard to the processing of personal data, as well as a right to data transmission in accordance with Chapter III of the Data Protection Act (DSGVO).

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time of convocation of the Annual General Meeting the share capital of the company amounts to EUR 48,850,000 and is divided into 48,850,000 no-par-value shares. Each no-par-value share confers the right to one vote. At the time of convocation of the Annual General Meeting the company does not hold own shares. The total of voting rights at the time of convocation of the Annual General Meeting is 48,850,000.

Vienna, in June 2020

The Management Board



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