PTA-HV: BAWAG Group AG: Convocation to the Extraordinary General Meeting

2/10, 8:00 AM (Source: pressetext)
Wien (pta006/10.02.2021/08:00) - BAWAG Group AG Vienna, FN 269842 b (the "Company" or "BAWAG")

Shareholders' meeting according to article 107 section 3 AktG

Wien (pta006/10.02.2021/08:00) - BAWAG Group AG
Vienna, FN 269842 b
(the " Company" or " BAWAG")

CONVOCATION to the EXTRAORDINARY GENERAL MEETING of BAWAG Group AG
registered under FN 269842 b with the companies register held by the Commercial Court Vienna

which will be held on 3 March 2021, 11.00 am, Vienna Time,
at the Company's headquarters, Wiedner Gürtel 11, 1100 Vienna, Austria
Tower 17, first floor (Turm 17, erster Stock)

1. Virtual General Meeting

In order to protect shareholders and other participants, BAWAG's Management Board has decided to make use of the existing legal framework governing virtual general meetings. Therefore, the extraordinary general meeting of BAWAG on 3 March 2021 will be held as a virtual general meeting (" Virtual General Meeting") pursuant to Section 1 para 2 Corporate COVID-19-Act (Federal Law Gazette I No. 16/2020 as amended by Federal Law Gazette I No. 156/2020) and the Corporate COVID-19-Regulation (Federal Law Gazette II No. 140/2020 as amended by Federal Law Gazette II 616/2020), taking into account the interests of both, the Company and the participants.

According to the decision of the Management Board, shareholders and their representatives (with the exception of the special proxies pursuant to Section 3 para 4 Corporate COVID-19-Regulation) are not allowed to physically attend the Virtual General Meeting. The Virtual General Meeting shall take place exclusively in the physical presence of the Chairman of the Supervisory Board, members of the Management Board, the notary public and the four special proxies proposed by the Company at the premises of the Company, Wiedner Gürtel 11, 1100 Vienna, Austria, Tower 17, first floor (Turm 17, erster Stock).

The holding of the extraordinary general meeting as a virtual general meeting in accordance with the Corporate COVID-19-Regulation leads to certain modifications as outlined in this convocation and in the documents herein referred to.

The exercise of voting rights, the right to submit motions for resolution, applications and the right to raise objections shall exclusively be made via one of the special proxies proposed by the Company in accordance with Section 3 para 4 Corporate COVID-19-Regulation. However, the right to information can also be exercised at the Virtual Annual General Meeting by the shareholders themselves by means of electronic communication, i.e. by submitting questions via e-mail to fragen.bawaggroup@hauptversammlung.at, provided they have registered for the Virtual General Meeting pursuant to point 4 and have authorized a special proxy.

All shareholders of the Company may participate in the Virtual General Meeting by using appropriate technical equipment (i.e., for example, a functional device, such as a computer, laptop, tablet or smartphone, and an internet connection with sufficient broadband for streaming videos). The link to the broadcast of the Virtual General Meeting is https://www.bawaggroup.com/agm, where further information on the organizational and technical requirements for participating in the Virtual General Meeting are published.

2. Agenda:

The sole agenda item of the Virtual General Meeting is:
1. Resolution on the appropriation of profit regarding the financial year 2019.

3. Provision of Information

On 10 February 2021 (at the latest), in particular the following documents will be made available for viewing on the company's registered website at www.bawaggroup.com pursuant to Section 108 Para 3 and 4 of the Stock Corporation Act (AktG):

- the Management Board's proposal for the resolution on the appropriation of profit regarding the financial year 2019;
- the proposal for the resolution on the sole agenda item 1;
- this convocation to the Virtual General Meeting;
- the forms for granting and revoking proxy pursuant to Section 114 Austrian Stock Corporation Act (AktG) together with an instruction form for the special proxies nominated by the Company;
- the form for questions;
- individual financial statements and the management report 2019;
- consolidated financial statements group management report 2019;
- the document containing the additional information for further guidance on the modalities for exercising shareholder rights at the Virtual General Meeting; and
- the document containing the Data Protection Information.

4. Requirements for participation in the Virtual General Meeting

4.1. Record Date

The right to participate in the Virtual General Meeting and to exercise the voting rights and further shareholder rights which may be exercised in the course of the Virtual General Meeting depends on the share ownership at the end of the tenth day prior to the day of the Virtual General Meeting, and thus on 21 February 2021, end of day (Vienna Time [ Record Date ] ).

Only shareholders who are capable of evidencing to the Company their share ownership on the Record Date have the right to exercise their shareholders´ rights in the Virtual General Meeting in accordance with the Corporate COVID-19 Act and the Corporate COVID-19-Regulation. Share ownership on the Record Date must be verified by submitting a deposit certificate pursuant to Section 10a of the Stock Corporation Act (AktG).

The deposit certificate must be received by the Company by no later than on the third working day prior to the Virtual General Meeting, and thus on 26 February 2021 (received by the Company) at the latest, through one of the following communication channels and addresses, respectively, pursuant to point 10.3.4 of the Articles of Association of the Company:

by fax: +43 (0)1 8900 500 72

by SWIFT: BAWAATWW (Message Type MT598 or Type MT599, please include "HV BAWAG" in field 20 and "ISIN AT0000BAWAG2" in field 77E or 79.

by e-mail: anmeldung.bawaggroup@hauptversammlung.at
(scanned deposit certificate, e.g. PDF format, as attachment)
by mail/
courier: HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel, Austria

Please note that the appointment of a special proxy and the exercise of the right to information by shareholders cannot be validly effected without a deposit receipt being received by the Company in due time.

4.2. Deposit Certificate

The deposit certificate must be issued by the custodian bank with its seat in a member state of the European Economic Area or in a full member state of the OECD and shall include the following details (Section 10a (2) of the Stock Corporation Act (AktG)):

- information on the issuer: name/company name and address or a code used between banks (SWIFT-Code),
- information on the shareholder: name/company name, address, date of birth in case of natural persons or, as the case may be, in case of legal persons, designation of company register and registration number with which the legal person is registered in its home state,
- securities account number or other identification of securities account,
- information on the shares: number of shares held by the shareholder, ISIN AT0000BAWAG2 (internationally used securities identification number),
- term or period, to which the deposit certificate relates.
The deposit certificate will be accepted in German or English.

4.3. Appointment of a special proxy and the procedure to be followed

Every shareholder who has the right to participate in the Virtual General Meeting in accordance with the Corporate COVID-19-Act and the Corporate COVID-19-Regulation may appoint a special proxy.

Pursuant to Section 3 para 4 Corporate COVID-19-Regulation the submission of a motion for resolution, the casting of votes and the raising of an objection in the Virtual General Meeting of BAWAG can only be conducted by a special proxy.

The following qualified persons who are independent of the Company are proposed as special proxies:

i. Mag. Ewald Oberhammer
c/o Oberhammer Rechtsanwälte GmbH, Karlsplatz 3/1, A-1010 Vienna
E-mail: oberhammer.bawaggroup@hauptversammlung.at

ii. Dr. Lukas Röper, LL.M.
c/o PHH Prochaska Havranek Rechtsanwälte GmbH & Co KG, Julius-Raab-Platz 4, A-1010 Vienna
E-mail: roeper.bawaggroup@hauptversammlung.at

iii. Mag. Christoph Moser
c/o Schönherr Rechtsanwälte GmbH, Schottenring 19, 1010 Vienna, Austria
E-mail: moser.bawaggroup@hauptversammlung.at

iv. Mag. Gernot Wilfling
c/o Müller Partner Rechtsanwälte GmbH, Rockhgasse 6, 1010 Vienna, Austria
E-mail: wilfling.bawaggroup@hauptversammlung.at

Each shareholder may choose one of the four above-mentioned persons as his or her 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 the Corporate COVID-19-Regulation and is therefore not permissible and such other person will not be granted access to the Virtual General Meeting.

A separate proxy form will be made available on the Company's website at https://www.bawaggroup.com/agm. Please read the proxy form carefully and also consider the organizational and technical requirements for participation in the Virtual General Meeting pursuant to Section 2 para 4 Corporate COVID-19-Regulation which are published at the same website.

The proxy forms should be submitted to the e-mail address of your special proxy (as indicated above) by 2 March 2021, 4.00 p.m. (Vienna time) at the latest.

5. Notice on Shareholder Rights

5.1. Request for agenda items by shareholders (Section 109 of the Stock Corporation Act (AktG))

Pursuant to Section 109 of the Stock Corporation Act (AktG) shareholders whose shares total at least 5% of the registered capital, individually or in aggregate, may request (to the Company in writing) that items are added to the agenda of this Virtual General Meeting and are published. "In writing" means with handwritten signature or corporate signature by the respective applicant or, if by e-mail, with a qualified electronic signature. Each agenda item submitted must be accompanied by a proposed resolution (also in German language) and a justification thereof.

Applicants must have held their shares for at least three months prior to their request. Deposit certificates evidencing share ownerships may not be older than seven days upon receipt by the Company and must confirm that the submitting shareholders have held the shares (5% of the registered capital) continuously for a period of at least three months prior to submission. In case of several shareholders holding the required share ownership of 5% of the share capital only in aggregate, deposit certificates of such shareholders must refer to the same record date. Regarding other requirements for a deposit certificate, reference is also made to the remarks under point 4. ( Requirements for participation in the Virtual General Meeting).

The request for additional agenda items will be accepted only if received by the Company in writing on the 19th day prior to the Virtual General Meeting at the latest, and thus by no later than 12 February 2021, at BAWAG Group AG, Wiedner Gürtel 11, 1100 Vienna, attn. Dr. Hutan Rahmani, or, if by e-mail, with qualified electronic signature to hauptversammlung@bawaggroup.com.

5.2. Proposed resolutions of shareholders (Section 110 of the Stock Corporation Act (AktG))

Pursuant to Section 110 of the Stock Corporation Act (AktG) shareholders whose shares total at least 1% of the registered capital, individually or in aggregate, may submit proposed resolutions together with a justification for each agenda item by written request pursuant to Section 13 Para 2 of the Stock Corporation Act (AktG) and may request that such proposed resolutions, together with the name of the respective shareholders, the accompanying justification and any optional statement of the Management Board or Supervisory Board be made available on the Company's website (www.bawaggroup.com). The proposed resolution, but not its justification, must always be submitted in German language.

Deposit certificates evidencing share ownerships may not be older than seven days upon receipt by the Company. In case of several shareholders holding the required share ownership of 1% of the share capital only in aggregate, deposit certificates of such shareholders must refer to the same record date. Regarding other requirements for a deposit certificate, reference is also made to the remarks under point 4. (Requirements for participation in the Virtual General Meeting) of this convocation notice.

Proposals for resolutions will be taken into consideration if received by the Company in writing on the 7th working day prior to the Virtual General Meeting at the latest, and thus by no later than 22 February 2021, at BAWAG Group AG, Wiedner Gürtel 11, 1100 Vienna, attn. Dr. Hutan Rahmani, by fax: +43 (0) 599 05 / 522029 or by e-mail hauptversammlung@bawaggroup.com, scanned, e.g. PDF form, as attachment.

5.3. Right to Information (Section 118 of the Stock Corporation Act (AktG))

Pursuant to Section 118 of the Stock Corporation Act (AktG) every shareholder will be granted disclosure about all the Company's affairs in the Virtual General Meeting to the extent necessary for the proper assessment of an agenda item. A prerequisite for the exercise of the shareholders' right to information is the proof of the right to participate and the granting of a corresponding power of attorney to the special proxy according to point 4. ( Requirements for participation in the Virtual General Meeting) of this convocation.

Disclosure may be denied if a reasonable commercial assessment reveals that disclosure could cause substantial harm to the Company or an affiliated company, or if disclosure would be liable to prosecution. Disclosure may also be denied to the extent it was continuously available on the Company's website in the form of Q&A at least seven days prior to the Virtual General Meeting, and thus at least since 24 February 2021, provided this information remains accessible on the Company's website for one month after the Virtual General Meeting, and thus at least until 3 April 2021.

It is expressly pointed out that the right to information can be exercised by the shareholders themselves during this Virtual General Meeting by means of electronic mail by submitting an e-mail to the address fragen.bawaggroup@hauptversammlung.at . Please send the e-mail from the same e-mail address that you indicated on the proxy form.

The timeframe within which shareholders are allowed to exercise their right to information will be determined by the Chairman in the course of the Virtual General Meeting.

Please use the question form, which is available at https://www.bawaggroup.com/agm. If this question form is not used, the person (name/company, date of birth/company register number of the shareholder) must be named in the respective e-mail. In addition, the password specified in the proxy form should also be provided in order to enable the Company, in case of doubt, to verify the identity of and consistency with the deposit confirmation. Questions received by the Company will be read out and answered at the Virtual General Meeting in accordance with section 118 of the Austrian Stock Corporation Act (AktG).

For the sake of an efficient meeting, shareholders are asked to submit any questions which require longer preparation in due time prior to the Virtual General Meeting and in writing to BAWAG Group AG, Wiedner Gürtel 11, 1100 Vienna, attn. Jutta Wimmer, or by e-mail to fragen.bawaggroup@hauptversammlung.at such that they are received by the Company until 26 February 2021 at the latest.

5.4. Information about the right of shareholders to vote, submit applications and raise objections at the Virtual General Meeting

In the Virtual General Meeting, every shareholder has the right to file applications for each item on the agenda, issue voting instructions or make objections to the minutes in accordance with the Corporate COVID-19-Act and Corporate COVID-19-Regulation through his special proxy and subject to the presentation of proof required for attendance of the Virtual General Meeting hereby convened.

Please refer to the additional information published on the Company's website for further guidance on the modalities for exercising shareholder rights pursuant to Section 119 of the Stock Corporation Act (AktG), in particular with respect to the Virtual General Meeting.

6. Total Number of Shares and Voting Rights at the Time of the Convocation of the Virtual General Meeting

At the time of convening the Virtual General Meeting the Company's registered share capital amounts to EUR 89,142,237.00 and is split into 89,142,237 no-par value shares, each participating in the share capital to the same extent. Each share carries one vote. At the time of convening the Virtual General Meeting the Company holds 287,190 own shares. The Company has no rights in respect of these shares, in particular, no voting rights. There are no several classes of shares.

7. Data Protection Information

For further information on the data being processed in connection with this Virtual General Meeting, please refer to the information document published on www.bawaggroup.com/agm.

Vienna, this February 2021

The Management Board

(end)

emitter: BAWAG Group AG
address: Wiedner Gürtel 11, 1100 Wien
country: Austria
contact person: BAWAG Group Investor Relations (Jutta Wimmer
phone: +43 (0)59905-34444
e-mail: investor.relations@bawaggroup.com
website: www.bawaggroup.com

ISIN(s): AT0000BAWAG2 (share)
stock exchanges: official trade in Vienna

[ source: http://www.pressetext.com/news/20210210006 ]