Invitation AGM
English translation of original German version for convenience only
FN 69011 m
ISIN: AT0000A00Y78
Announcement
pursuant to section 3 (4) of the Austrian Squeeze-Out Act
and
Invitation to the
18th Annual General Meeting
of
Pursuant to section 3 (4) of the Austrian Squeeze-Out Act (Gesellschafter-Ausschlussgesetz - GesAusG) the management board of a stock corporation (Aktiengesellschaft) must publish a notice of the planned resolution to exclude the minority shareholders at least one month before the date of the General Meeting.
This resolution is to be passed at this Annual General Meeting.
* * *
Dear Shareholders,
We invite you to the
18th Annual General Meeting
of
to be held on Tuesday,
in A-1010
In order to protect the health of the shareholders and other participants the Management Board has resolved that the 18th Annual General Meeting of
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a virtual Annual General Meeting without the physical presence of the |
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M.12908750.1 |
participants in accordance with the Ordinance of the Federal Minister of Justice on the 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).
Accordingly, shareholders may not be physically present at the 18th Annual General Meeting of
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 Attending the 18th Annual General Meeting ("Attendance Information") and to the explanations on shareholder rights in this invitation notice, which will be available at the latest from
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
BROADCAST OF THE ANNUAL GENERAL MEETING ON THE INTERNET
The 18th Annual General Meeting is broadcast entirely in real time on the Internet.
All eligible shareholders of the Company can follow the Annual General Meeting on
In order to follow the Annual General Meeting on the Internet a registration is required. The login details will be sent to all eligible shareholders.
By broadcasting the Annual General Meeting on the Internet, all eligible shareholders who wish to do so have the opportunity to follow the Annual General Meeting in real time from any location by means of a one-way acoustic and optical connection and to follow the presentations to be held by the Management Board and the majority shareholder, 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
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- Resolution on the discharge of the members of the Management Board in relation to the fiscal year ended
31 December 2022 - Resolution on the discharge of the members of the Supervisory Board in relation to the fiscal year ended
31 December 2022 - Resolution on the remuneration of the members of the Supervisory Board in relation to the business year ended
31 December 2022 - Resolution on the remuneration report
- 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 2023 - Resolution on the squeeze-out of minority shareholders pursuant to section 1 (1) of the Austrian Squeeze-Out Act and transfer of all shares not held by
Joma Industrial Source Corp. or its indirect subsidiaryPetro Welt Holding Limited toJoma Industrial Source Corp. against payment of an adequate cash compensation pursuant to section 2 of the Austrian Squeeze-out Act
SQUEEZE-OUT - PROPOSED RESOLUTION
In accordance with the request of the major shareholder
"The shares of all minority shareholders, which means the shares of all shareholders of
The cash compensation shall be due no later than two months after the day on which the registration of the squeeze-out is deemed to have been announced pursuant to section 10 of the Austrian Commercial Code (UGB) and shall bear interest from the day following the adoption of the resolution by the General Meeting of
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DOCUMENTS
The following documents shall be available for inspection by the shareholders from
- Invitation and Agenda (Convocation)
- Information on the organizational and technical requirements for participation in the virtual Annual General Meeting
- Proposals for Resolutions by the Management Board and Supervisory Board regarding agenda items 2 to 7
- Annual financial statements in relation to the fiscal year ended
31 December 2022 , the management report and corporate governance report - Consolidated financial statements in relation to the fiscal year ended
31 December 2022 and the consolidated management report - Report of the
Supervisory Board for the financial year ended31 December 2022 - Remuneration report for the fiscal year 2022
- Question form
- Form for granting power of attorney and voting instructions for the special proxies pursuant to section 3 (4) of the Corporate Law COVID-19 Ordinance
- Form for revoking the power of attorney
Additionally, the following documents pursuant to section 3 (5) of the Austrian Squeeze-out Act shall be made available at the registered office of the Company no later than
- Draft of the motion of resolving on the exclusion of the minority shareholders pursuant to section 3 (5)(1) of the Austrian Squeeze-Out Act
- Joint report of the Management Board of
Petro Welt Technologies AG andJoma Industrial Source Corp. pursuant to section 3 (1) Austrian Squeeze-Out Act - Report of Pro Audito Wirtschaftsprüfung und
Steuerberatung GmbH ,Vienna , as court- appointed expert auditor pursuant to section 3 (2) Austrian Squeeze-Out Act - Report of the Supervisory Board of
Petro Welt Technologies AG pursuant to section 3 (3) Austrian Squeeze-Out Act - Valuation of Grant Thornton Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft,
Vienna - Annual financial statements and management reports of the Company for the financial years 2020, 2021 and 2022
- Consolidated Financial Statements, Group Management Reports and Corporate Governance Reports of the Company for the financial years 2020, 2021 and 2022
This information will be permanently available on the website of the Company until one month after the day of the Annual General Meeting.
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RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement to participate in this virtual Annual General Meeting and to exercise the voting right and other shareholder rights in the 18th 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
Only persons who hold shares on this record date and provide evidence thereof to the Company are entitled to participate in the Annual General Meeting.
In order to verify the shares held on the record date, a deposit confirmation pursuant to section 10a of the SCA is required, which refers to the record date and which must be received by the Company no later than
1. Submission of the deposit confirmation in text form pursuant to section 16.2 of the Articles of
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Fax: |
+43 (1) 8900 500 50 |
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E-Mail: |
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(Deposit confirmation as scanned attachment in TIF or PDF format) |
2. Submission in written form (signature, company signature):
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By mail or courier: |
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c/o |
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Köppel 60, A-8242 |
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By SWIFT: |
GIBAATWGGMS |
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(Message Type MT598 oder MT599) |
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(ISIN AT0000A00Y78 must be specified in the text) |
Shareholders are requested to contact their depositary bank and arrange for the issuance and transmission of the deposit confirmation.
The record date has no effect on the realisability of the shares and has no significance for the dividend entitlement.
The appointment of a special proxy and the exercise of the right to information by shareholders cannot be effectively carried out without a deposit confirmation being received by the Company in due time.
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Attachments
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