SCHOELLER-BLECKMANN OILFIELD EQUIPMENT AG
EQS-News: Schoeller-Bleckmann Oilfield Equipment AG
/ Announcement of the Convening of the General Meeting
SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft Ternitz FN 102999 w, ISIN AT0000946652 („Company“) Invitation to the Annual General Meeting We herewith invite our shareholders to the Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft to be held on Thursday, 25 April 2024, at 10:00 a.m., in 2630 Ternitz, Theodor-Körner-Platz 2 (“Stadthalle”).
I. AGENDA
i) with authorization to issuance of new shares against contribution in cash and/or kind, ii) while maintaining, in principle, the statutory subscription right, including in terms of the indirect subscription right pursuant to Section 153 (6) of the Austrian Stock Corporation Act (AktG), Iii) including, however, the authorization to exclude the statutory subscription right and to have the subscription right excluded directly in certain cases; and Resolution on amendments to the Articles of Association in Section 3 (Share Capital and Shares) with the simultaneous resolution on the cancellation of the Authorized Capital as resolved by the Annual General Meeting on 23 April 2019
i) the authorization of the Executive Board to acquire treasury shares pursuant to Section 65 (1) no. 8 and (1a) and (1b) of the Austrian Stock Corporation Act (AktG), ii) the authorization of the Executive Board to cancel treasury shares pursuant to Section 65 (1) no. 8 of the Austrian Stock Corporation Act (AktG) without any further resolution of the General Meeting and thereby to reduce the share capital of the Company, iii) the authorization of the Executive Board pursuant to Section 65 (1b) of the Austrian Stock Corporation Act (AktG) to resolve, with the approval of the Supervisory Board, on the sale of treasury shares by other means than via the stock exchange or a public offering, including the exclusion of shareholders' statutory repurchase rights (subscription rights), iv) all of these items i) to iii) under revocation of the resolution adopted at the Annual General Meeting of the Company on 28 April 2022 regarding item 9 on the Agenda.
II. DOCUMENTS REGARDING THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE In particular, the following documents will be accessible in accordance with Section 108 (3) and (4) Austrian Stock Corporation Act (AktG) through the Company’s website at www.sbo.at/hauptversammlung, which is registered in the Register of Companies (Firmenbuch), by 4 April 2024 at the latest: Annual Financial Report 2023 including o Annual Financial Statements including Management Report,
Corporate Governance Report 2023,
The right to attend the Annual General Meeting and to exercise voting rights and other shareholder rights which have to be asserted at the Annual General Meeting depend on the ownership of shares at the end of 15 April 2024 (midnight, Vienna time) (record date). Attendance at the Annual General Meeting is permitted only if a person is a shareholder on that record date and proves this fact to the Company. For evidence of share ownership on the record date, a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) must be received by the Company no later than 22 April 2024 (midnight, Vienna time) exclusively through one of the communication channels and addresses below. (i) for transmitting the deposit confirmation in text form, which is deemed sufficient by Section 14 (3) of the Articles of Association By telefax +43 (0)1 8900 500 50 By e-mail anmeldung.sbo@hauptversammlung.at (Please send deposit confirmations in PDF format) (ii) for transmitting the deposit confirmation in written form By post or courier SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft c/o HV-Veranstaltungsservice GmbH 8242 St. Lorenzen am Wechsel, Köppel 60 Via SWIFT GIBAATWGGMS (Message Type MT598 or MT599, reference to ISIN AT0000946652 must be included) Shareholders are requested to contact their custodian bank and arrange for the issuance and transmission of a deposit confirmation. The record date has no effect on the salability of the shares and has no significance for the dividend entitlement.
Deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) The deposit confirmation must be issued by the custodian bank which must be registered in a member state of the European Economic Area or in a full member state of the OECD and must contain the following information (Section 10a (2) Austrian Stock Corporation Act (AktG)):
The deposit confirmation as evidence of share ownership for attendance at the Annual General Meeting must refer to the end of the record date 15 April 2024 (midnight, Vienna time). The deposit confirmation is accepted in the German or English language.
Proof of identity SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft reserves the right to verify the identity of the persons gathering for the Meeting. Should it not be possible to verify the identity, we may refuse admission. Shareholders and their proxies are therefore requested to keep a valid official photo ID at hand for identification during registration. If you come to the Annual General Meeting as a proxy, please take your proxy with you in addition to the official photo ID. If the original proxy document has already been sent to the Company, please facilitate access by having a copy of the proxy document with you.
IV. POSSIBILITY TO APPOINT A PROXY AND PROCEDURE TO BE FOLLOWED FOR THIS PURPOSE Each shareholder who is entitled to attend the Annual General Meeting and has provided evidence of this to the Company in accordance with the stipulations of Section III of this invitation has the right to appoint a proxy to attend the Annual General Meeting on behalf of such shareholder and to have the same rights as such shareholder whom he/she represents. The proxy must be granted in text form pursuant to Section 13 (2) Austrian Stock Corporation Act (AktG) to a specific person (natural or legal person), whereby it is also possible to grant proxy to several persons. A proxy may be granted both before and during the Annual General Meeting. We offer the following communication channels and addresses for the transmission of proxy documents: By post or courier SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft c/o HV-Veranstaltungsservice GmbH 8242 St. Lorenzen am Wechsel, Köppel 60 By telefax +43 (0)1 8900 500 50 By e-mail anmeldung.sbo@hauptversammlung.at (Please send proxy documents in PDF format) Via SWIFT GIBAATWGGMS (Message Type MT598 or MT599, reference to ISIN AT0000946652 must be included) In person at registration for the Annual General Meeting at the location of the Meeting The proxy documents must be received at one of the aforementioned addresses by 24 April 2024, 12:00 noon, unless they are presented at the entrance and exit control of the Annual General Meeting on the day of the Annual General Meeting. A proxy form and a revocation form are available on the Company's website at www.sbo.at/hauptversammlung. In the interest of a smooth processing, we kindly ask you to always use the provided forms. Detailed information on the proxy, in particular the text form and the content of the proxy, can be found in the proxy form provided to the shareholders. If a shareholder has granted a proxy to their custodian bank (Section 10a Austrian Stock Corporation Act (AktG)), it is sufficient for the credit institution to declare that it was granted proxy, in addition to transmitting the deposit confirmation to the Company by the designated means. Shareholders may exercise their rights in person at the Annual General Meeting even after proxy has been granted. Personal attendance is considered as revocation of a previously granted proxy. The above provisions on the granting of proxies shall apply mutatis mutandis to the revocation of proxies.
Independent proxy As a special service, we offer our shareholders the option to have their voting rights exercised by an independent proxy appointed by the Company. Attorney, Mag. Ewald Oberhammer, LL.M. will be available for the Annual General Meeting as an independent proxy and will represent these shareholders. The costs of the independent proxy are borne by SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft. All other costs, in particular the bank charges for the deposit confirmation or postage costs, are to be borne by the shareholder.
For granting the proxy to Attorney, Mag. Ewald Oberhammer, LL.M., use the special form made available on the Company’s website at www.sbo.at/hauptversammlungno later than 4 April 2024. The proxy must be received in a timely manner (no later than 24 April 2024,
If Attorney, Mag. Ewald Oberhammer, LL.M. is granted proxy, Attorney, Mag. Ewald Oberhammer, LL.M. exercises the voting rights exclusively on the basis of the instructions issued by the shareholder, which can be indicated on the special proxy form. If no instructions have been indicated, the representative will vote in favor of the resolutions proposed by the Executive Board and the Supervisory Board. Please note that the proxy does not accept orders to speak, to appeal against resolutions of the general meeting or to ask questions or present motions. The proposed resolutions that are put to the vote will be published by the Company on the website at www.sbo.at/hauptversammlung.
V. INFORMATION ON SHAREHOLDERS’ RIGHTS PURSUANT TO SECTIONS 109, 110, 118, AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG) 1. Supplement to the Agenda by shareholders pursuant to Section 109 Austrian Stock Corporation Act (AktG) Shareholders whose aggregate shareholdings reach 5% of the Company’s share capital and who have held these shares for at least three months prior to the submission of the proposal may request in writing that additional items be added to the Agenda of this Annual General Meeting and that they are announced, provided that such request is received by the Company in written form by mail or courier no later than 4 April 2024 (midnight, Vienna time) solely at its address SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft, Attn. Manuela Scheiber, 2630 Ternitz, Hauptstraße 2 or, if by e-mail, with a qualified electronic signature to the e-mail address m.scheiber@sbo.co.at or by SWIFT to the address GIBAATWGGMS. “In writing” means signed by hand or by corporate signature by each applicant or, if by e-mail, by qualified electronic signature or, if by SWIFT, by Message Type MT598 or Type MT599, with ISIN AT0000946652 being necessarily indicated in the text in the case of ordinary shares. Each item on the Agenda so requested must be accompanied by a proposal for a resolution including a statement of reasons. The item and the proposed resolution, but not its statement of reasons, shall in any case be written in German as well. The shareholder status is to be demonstrated by presenting a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) which confirms that the shareholders submitting the request have been holders of the shares for at least three months prior to the submission of the request and which must not be more than seven days old when presented to the Company. Several deposit confirmations for shares which only jointly reach the required extent of participation of 5% of the share capital must refer to the same point of time (day, time). For other requirements for the deposit confirmation, please refer to the explanations on the right to attend (Section III).
2. Shareholders’ proposals for resolution regarding the Agenda pursuant to Section 110 Austrian Stock Corporation Act (AktG) Shareholders whose aggregate shareholdings reach 1% of the Company’s share capital may submit in text form proposals for resolution including a statement of reasons and request that such proposals be made available on the Company’s website which is registered in the Register of Companies (Firmenbuch), together with the names of the respective shareholders, the (mandatory) statement of reasons, and the statements, if any, of the Executive Board or the Supervisory Board, provided that such request is received by the Company in text form no later than 16 April 2024 (midnight, Vienna time) either by mail or courier to SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft, Attn. Manuela Scheiber, 2630 Ternitz, Hauptstraße 2 or by email to m.scheiber@sbo.co.at, whereby the request is to be attached to the e-mail in text form, for example as pdf. If text form within the meaning of Section 13 (2) Austrian Stock Corporation Act (AktG) is prescribed for statements, the statement must be made in a document or in another manner suitable for permanent reproduction in written characters, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its statement of reasons, shall in any case be written in German as well. If proposals are made on the election of a member to the Supervisory Board, the statement of reasons is replaced by a statement of the suggested candidate, pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG). Shareholder ownership is to be demonstrated by submitting a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) which must not be more than seven days old when presented to the Company. In the case of several shareholders who only jointly reach the required shareholding of 1% of the share capital, the deposit confirmations for all shareholders must refer to the same day and time. For other requirements for the deposit confirmation, please refer to the explanations on the right to attend (Section III).
3. Information pursuant to Section 110 (2) Sentence 2 in conjunction with Section 86 (7) and (9) Austrian Stock Corporation Act (AktG) In regard to item 6. “Election of two persons to the Supervisory Board” and to any submission of a corresponding nomination by shareholders pursuant to Section 110 Austrian Stock Corporation Act (AktG), the Company provides the following information: Section 10 (1) of the Articles of Association of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft stipulates that the Supervisory Board shall consist of four to six members appointed by the General Meeting. Note that the works council has not delegated any members to the Supervisory Board pursuant to Section 110 Austrian Labor Constitutional Act (ArbVG) and therefore no statement is made as to whether an objection has been declared pursuant to Section 86 (9) Austrian Stock Corporation Act (AktG). The Supervisory Board of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft currently consists of five members elected by the Annual General Meeting (shareholders’ representatives). SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft is currently not subject to Section 86 (7) Austrian Stock Corporation Act (AktG) and there is no obligation to comply with the minimum percentage requirement pursuant to Section 86 (7) Austrian Stock Corporation Act (AktG), since the Supervisory Board will continue to consist of only five capital representatives after the Annual General Meeting if two persons are elected to the Supervisory Board. Of the five shareholders’ representatives, three are men and two are women. The minimum percentage requirement pursuant to Section 86 (7) Austrian Stock Corporation Act (AktG) has already been fulfilled.
4. Shareholders' right to information pursuant to Section 118 Austrian Stock Corporation Act (AktG) On request, each shareholder is entitled to obtain information about matters concerning the Company at the Annual General Meeting to the extent that this is necessary to properly assess the items on the Agenda. The information obligation also extends to the legal relations of the Company to an affiliated company and to the state of the Group and of the companies included in the Consolidated Financial Statements. Information may be denied if, according to reasonable business judgement, it could cause significant harm to the Company or an affiliated company, or if the disclosure thereof would constitute an offence. Requests for information are generally made verbally at the Annual General Meeting, but are also welcome in writing. Questions that require lengthy preparation to be answered may be submitted to the Executive Board in writing in good time before the Annual General Meeting in order to safeguard the efficiency of the Meeting. The questions may be submitted to the Company at 2630 Ternitz, Hauptstraße 2, attn. Manuela Scheiber, or by e-mail to vorstand@sbo.co.at.
5. Shareholders’ proposals pursuant to Section 119 Austrian Stock Corporation Act (AktG) Each shareholder is entitled – irrespective of a certain shareholding – to submit proposals to the Annual General Meeting on any item of the Agenda. The requirement for this is proof of the right to attend in accordance with Section III. of this Invitation. If several proposals have been made regarding a specific item on the Agenda, the Chairman shall determine the order of voting pursuant to Section 119 (3) Austrian Stock Corporation Act (AktG). A shareholder’s proposal on Agenda item 6. "Election of two persons to the Supervisory Board" is subject to the timely submission of a resolution proposal pursuant to Section 110 Austrian Stock Corporation Act (AktG): Persons can only be proposed for election to the Supervisory Board by shareholders whose aggregate shareholdings reach 1% of the Company’s share capital. Such nominations must be received by the Company no later than 16 April 2024 in the manner specified above (Section V para 2). Each nomination must be accompanied by a declaration pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG) stating the nominee's expert knowledge, his or her professional or comparable functions as well as any circumstances which could give rise to the concern of bias. Otherwise, the shareholder’s proposal for the election of a person to the Supervisory Board must not be taken into account when voting. For information pursuant to Section 110 (2) Sentence 2 in conjunction with Section 86 (7) and (9) Austrian Stock Corporation Act (AktG), reference is made to the explanations in Section V para 3.
6. Information on data protection for shareholders SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft processes personal data of the shareholders (in particular those required by Section 10a (2) Austrian Stock Corporation Act (AktG), i.e. name, address, date of birth, securities deposit number, number of shares of the shareholder, class of shares (if applicable), voting card number as well as name and date of birth of the proxy (if any)) according to the applicable data protection legislation, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (Datenschutzgesetz), in order to enable shareholders to exercise their rights at the Annual General Meeting. Under the Austrian Stock Corporation Act (AktG), the processing of shareholders' personal data is a mandatory prerequisite for the preparation, conducting, follow-up as well as participation of shareholders and their proxies in the Annual General Meeting. The legal basis for the processing is Article 6 (1) (c) GDPR. SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft is the data controller with respect to such processing. SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft uses external service providers such as notaries, lawyers, banks, counting service providers and IT service providers for the purposes of organizing the Annual General Meeting and dividend clearing. They receive from SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft only such personal data as are necessary for the execution of the commissioned service and process the data only in accordance with the instructions of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft. Where legally necessary, SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft has concluded a data processing agreement with these service providers. If a shareholder participates in the Annual General Meeting, all shareholders or proxies present, the members of the Executive Board and Supervisory Board, the notary and all other persons with a legal right to participate may inspect the legally mandatory list of participants (Section 117 Austrian Stock Corporation Act (AktG)) and thus also inspect the personal data specified therein (including name, place of residence, shareholding relationship). Furthermore, SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft is required by law to submit personal shareholder data (in particular the list of participants) as part of the notarial protocol to the Commercial Register (Firmenbuch) (Section 120 Austrian Stock Corporation Act (AktG)).
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, unless other legal obligations require further storage. Evidence and storage obligations derive in particular from commercial, stock and takeover legislation, from fiscal and tax legislation and from anti money laundering regulations. If legal claims are made by shareholders against Each shareholder has a right of access, rectification, restriction, objection, and erasure at any time with regard to the processing of personal data, as well as a right to data portability in accordance with Chapter III of the GDPR. Shareholders may exercise these rights against SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft free of charge by using the e-mail address compliance@sbo.co.at or the following contact details: SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft Group Compliance Management 2630 Ternitz, Hauptstraße 2 Phone: +43 2630 315 – 0 Furthermore, shareholders have the right to lodge a complaint with the data protection supervisory authority pursuant to Article 77 GDPR. For further information on data protection, please refer to the privacy policy on the website of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft at www.sbo.at/privacypolicy.
VI. FURTHER INFORMATION AND NOTES Total number of shares and voting rights At the date of the invitation to the Annual General Meeting, the share capital of the Company is EUR 16,000,000.00, which is divided into 16,000,000 bearer shares with a nominal of EUR 1.00 each. At the date of invitation of the Annual General Meeting, the total number of voting rights amounts to 15,759,365. At the date of the invitation, the Company holds 240,635 treasury shares. These treasury shares do not entitle the Company to any rights, including voting rights. Any change in the number of treasury shares up to the Annual General Meeting and thus in the total number of voting rights will be communicated at the Annual General Meeting. There are not several classes of shares.
Ternitz, March 2024
27.03.2024 CET/CEST |
| Language: | English |
| Company: | Schoeller-Bleckmann Oilfield Equipment AG |
| Hauptstrasse 2 | |
| 2630 Ternitz | |
| Austria | |
| Phone: | +43 (0)2630/315110 |
| Fax: | +43 (0)2630/315101 |
| E-mail: | sboe@sbo.co.at |
| Internet: | http://www.sbo.at |
| ISIN: | AT0000946652 |
| Listed: | Vienna Stock Exchange (Official Market) |
| End of News | EQS News Service |
1867867 27.03.2024 CET/CEST
