EQS-News: Telekom Austria AG / Announcement of the Convening of the
General Meeting
Telekom Austria AG: Invitation to the Annual General Meeting

19.05.2022 / 15:08
Announcement of the Convening of the General Meeting, transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════

Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT 0000720008

We are pleased to invite our shareholders to the Annual General Meeting,
which will take place on Monday, June 27, 2022, at 10:00 a.m. (CEST) at
the company’s seat, A-1020 Vienna, Lassallestraße 9.

After careful consideration and evaluation of the current pandemic
situation, we have concluded that this year’s Annual General Meeting will
again be held as a physical meeting. Due to the still high number of
infections, however, we have decided to take restrictive protective and
hygiene measures for everyone present. Access to the meeting place can
therefore only be granted to those shareholders and other participants who
properly wear an FFP2 mask. The FFP2 mask requirement applies for the
entire duration of the event; The only exceptions are persons on the
podium and shareholders who exercise their right to speak and ask
questions at the lectern prepared for them. Dispensers with hand
disinfectants will be set up at the entrances. We also ask for your
understanding that we cannot offer a lunch buffet this year.

Finally, we would like to point out that physical participation is only
possible in compliance with the rules on the day of the ordinary General
Meeting applicable provisions to prevent the spread of COVID-19; and
therefore changes to the measures may also be possible.

On the day of the Annual General Meeting, June 27, 2022, the presentation
of the agenda until the general debate can be viewed via live stream from
10:00 a.m. (CEST) (9:00 a.m. (BST) – London, 4:00 a.m. (EDT) – New York)
on www.a1.group. After the Annual General Meeting, the recording will also
be available from approx. 5:00 p.m. (CEST) (4:00 p.m. (BST) – London,
11:00 a.m. (EDT) – New York).

Agenda

Agenda Item 1:

Presentation of the adopted financial statements and the management report
as well as the consolidated financial statements including the
consolidated management report and the consolidated corporate governance
report, the consolidated non-financial report, the proposal for
appropriation of the net profit and the Supervisory Board report on the
fiscal year 2021.

Agenda Item 2:

Resolution on the appropriation of the net profit shown in the financial
statements for the fiscal year 2021.

Agenda Item 3:

Resolution on the discharge of the members of the Management Board for the
fiscal year 2021.

Agenda Item 4:

Resolution on the discharge of the members of the Supervisory Board for
the fiscal year 2021.

Agenda Item 5:

Resolution on the compensation for the members of the Supervisory Board
for the fiscal year 2021.

Agenda Item 6:

Elections to the Supervisory Board.

Agenda Item 7:

Election of the auditors of the financial statements and of the
consolidated financial statements for the fiscal year 2022.

Agenda Item 8:

Resolution on the Remuneration Report 2021.

Shareholder information:

From June 6, 2022 (21 days before the Annual General Meeting) at the
latest, the following documents are available at https://www.a1.group:

1. the combined annual report 2021 including the consolidated financial
statements and the consolidated management report 2021, the financial
statements of the fiscal year 2021 including the management report, the
consolidated corporate governance report 2021, the consolidated
non-financial report, the proposal of the Management Board for the
appropriation of the net profit and the Supervisory Board report for the
fiscal year 2021;
2. the complete text of this invitation to the Annual General Meeting;
3. the resolution proposals for the agenda by the Management Board and the
Supervisory Board;
4. forms for proxy and revocation of proxy;
5. statements according to § 87 para 2 Stock Corporation Act;
6. the remuneration report 2021.

Additional items to the agenda:
Shareholders whose shares collectively amount to 5% of the share capital
can request that items be placed on the agenda and announced. Each item on
the agenda must be accompanied by a proposal for a resolution including
the reasons (both required in German); in the case of supervisory board
elections, the statement of the proposed person in accordance with § 87
para 2 Stock Corporation Act takes the place of the reason. The written
and signed application must be received by Telekom Austria AG, Investor
Relations Department, Lassallestraße 9, 1020 Vienna, by June 6, 2022
(21^st day before the Annual General Meeting). The applicants must have
held the shares for at least 3 months before submitting the application.
This must be proven at the same time as the application by means of a
deposit confirmation in accordance with § 10a Stock Corporation Act.

Resolution proposals:
Until the end of June 15, 2022 (7^th business day before the Annual
General Meeting), shareholders whose shares total 1% of the share capital
can submit proposals for resolution to the company on any item on the
agenda and request that these proposals be submitted together with the
names of the relevant shareholders, the attached reasons and any comments
by the Management Board or the Supervisory Board are published on the
Company’s website. In the case of a proposal for the election of a member
of the Supervisory Board, the statement of the proposed person acc. to §
87 para 2 Stock Corporation Act takes the place of the reason.

These documents, including proof of shareholder status, are to be provided
in the form of a deposit confirmation in accordance with § 10a Stock
Corporation Act, in text form (by fax to +43 (0) 50 664 9 49040 or by mail
to Telekom Austria AG, Investor Relations Department, 1020 Vienna,
Lassallestraße 9, or by E -Mail to hauptversammlung.2022@a1.group).

The company will publish the proposal no later than on the 2^nd working
day after receipt, unless

1. it contains no reasons or the declaration according to § 87 para 2
Stock Corporation Act is not provided,
2. it would lead to a resolution by the Annual General Meeting, which is
unlawful or in contradiction to the Articles of Association,
3. a similar proposal based on the same circumstances is already made
accessible for the shareholders,
4. the proposal qualifies as slander (§ 111 Austrian Penal Code) or libel
(§ 115 Austrian Penal Code) or the Management Board would become liable to
prosecution for making the proposal accessible or
5. the shareholders indicate that they will not attend the Annual General
Meeting and will not be represented by anyone.

The reasons do not have to be published on the company’s website, if they
contain more than 5,000 characters or if the statement fulfils one of the
elements in the above-mentioned item 4. If several shareholders deliver
resolution proposals for the same item of the agenda, the Management Board
may summarize the resolution proposals and their reasons. The resolution
proposals including the reasons must be submitted in German.

Deposit confirmation when adding further items on the agenda or when
proposing resolutions
As proof of shareholder status, shareholders have to attach a deposit
confirmation in accordance with § 10a Stock Corporation Act in German or
English from the depositary bank with its registered office in a member
state of the European Economic Area or in a full member state of the OECD,
which must not be older than 7 days at the time of submission to the
company. If there are several shareholders who only jointly achieve the
required share ownership of 5% or 1% of the share capital, the deposit
confirmations for all shareholders must refer to the same point in time
(day, time).

Right to submit motions
Every shareholder is entitled to submit motions to any item on the agenda
at the Annual General Meeting. Resolution proposals which according to §
110 Stock Corporation Act have been published on the company’s website
shall only be voted on if they are repeated at the Annual General Meeting
as proposals for passing a resolution. For a shareholder to propose the
election of a member to the Supervisory Board, the timely submission of an
election proposal in text form pursuant to § 110 Stock Corporation Act, to
be accompanied by a statement pursuant to § 87 Para 2 Stock Corporation
Act, is mandatory.

Right to information:
Upon request at the Annual General Meeting, each shareholder shall be
granted information about the affairs of the company, if necessary to make
possible the correct evaluation of an item on the agenda. The right to
information extends to legal and business relations of the company with
affiliated companies. The right to information also extends to the status
of the group and the companies included in the consolidated financial
statements. Information rendered shall comply with the principles of
diligent and accurate accountability. The information may be refused if

1. such information – according to a reasonable economic evaluation –
could be of considerable detriment to the company or to an affiliated
company, or
2. providing the information would constitute an offence.

The reason for refusing to provide information must be stated.

Participation, deposit confirmation & proxies:
Only persons who are shareholders at the end of June 17, 2022, 12:00
midnight CEST, (record date) and provide the Company with evidence of
their shareholding are entitled to participate in this General Meeting.
Proof of shareholder status is to be provided by means of a deposit
confirmation in German or English. This deposit confirmation must be
issued by the custodian bank which has its registered office in a member
state of the European Economic Area or in a full member state of the OECD
and shall be received by the company by the 3^rd business day prior to the
Annual General Meeting at the latest. Please note that this deadline ends
on June 22, 2022.

The deposit confirmations shall be sent to the company

(i) in text form according to § 16 para 2 of the Articles of Association

per telefax: +43 (0)1 8900 500 52 or

per e-mail: anmeldung.telekom@hauptversammlung.at (deposit confirmation by
PDF),

(ii) in written form and duly signed (official company signature) by mail
or courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH, Re:
Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, or

via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT 0000720008.

Submitting the deposit confirmation serves at the same time as
registration for the Annual General Meeting. The deposit confirmation
shall contain the following information:

1. the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g. BIC code),
2. the shareholder by reference to name (company name) and address, date
of birth in case of physical persons and in case of legal persons, if
applicable, registry and company registration number under which the legal
person is registered in its country of origin,
3. deposit number or, if not available, an alternative identification,
4. number of shares held by the shareholder, ISIN (please indicate in the
wording
ISIN AT 0000720008),
5. explicit confirmation that the deposit confirmation refers to the
record date, which is June 17, 2022, 12:00 midnight (CEST).

Shareholders may nominate representatives. The proxy or the revocation of
a proxy may be sent to the company by mail to Telekom Austria AG, c/o
HV-Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242 St.
Lorenzen/Wechsel, Köppel 60, Austria, by fax to +43 (0)1 8900 500 52 or by
e-mail to anmeldung.telekom@hauptversammlung.at (proxy or revocation of a
proxy attached as a PDF-file). The proxy or the revocation of a proxy may
also be sent via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT 0000720008.

The proxy or the revocation of the proxy have to be submitted to the
company by June 24, 2022, 4:00 p.m. (CEST) on the. Thereafter, the proxy
or the revocation must be brought personally for registration to the venue
of the Annual General Meeting.

For the proxy or its revocation at least text form is required. If the
shareholder has granted authority to his custodian bank, it is sufficient
if this bank makes an additional statement along with the deposit
confirmation that the shareholder has given authority to the bank. In
order to facilitate the handling of the proxies we recommend the use of
the forms available on our website.

An additional service is available for shareholders: a representative of
the Austrian Shareholder Association IVA, Feldmühlgasse 22/4, A-1130
Vienna, will serve as an independent proxy bound to comply with
instructions from the shareholder in exercising the shareholder’s voting
rights. On the part of IVA, Florian Beckermann has been named to represent
these shareholders. To authorise Florian Beckermann to serve as the proxy,
a special proxy form is available for downloading on the website of the
Company at https://www.a1.group, which must be received by the Company
only at one of the above-mentioned addresses (fax, e-mail, mail, SWIFT).
In addition, it is possible for the shareholder to directly contact
Florian Beckermann by phone at +43 (0) 1 8763343 – 30 or by e-mail
florian.beckermann@iva.or.at.

The shareholder is required to precisely instruct Florian Beckermann how
he (or a designated authorised sub-representative) has to exercise the
shareholder’s voting rights. We ask our shareholders to send instructions
directly to beckermann.telekom@hauptversammlung.at. Florian Beckermann
will exercise the voting rights of the shareholder exclusively on the
basis of the instructions submitted by the shareholder. The proxy is to be
considered invalid if no precise instructions are contained in it. Please
note that the proxy does not accept any instructions to speak at the
Annual General Meeting, to raise objections against any resolutions, to
pose questions or to make proposals at the Annual General Meeting.

To enable smooth access and security procedure to the meeting, we ask the
participants to arrive at the venue on time before the Annual General
Meeting begins. To identify yourself, please bring along an official photo
identification. The issuance of voting cards will start at 9:00 a.m.
(CEST).

Please use public transportation (e.g. underground line U1, station
“Vorgartenstraße”).

Information on the data privacy of shareholders:
Telekom Austria AG processes the personal data of shareholders (in
particular the information according to § 10a Para 2 Stock Corporation
Act; i.e. name, address, date of birth, number of the securities custody
account, number of shares held by the shareholder, type of share if
applicable, number of the voting card as well as the e-mail address, the
name and date of birth of the designated proxy, if applicable) on the
basis of legally valid data privacy regulations, especially the EU’s
General Data Protection Regulation (GDPR) as well as the Austrian Data
Protection Act, in order to enable shareholders to exercise their rights
at the Annual General Meeting. The processing of the personal data of
shareholders is absolutely necessary for the participation of shareholders
and their representatives in the Annual General Meeting pursuant to
Austrian Stock Corporation Act. The legal foundation for processing of
personal data is Art 6 Para 1 lit c GDPR. According to Art 4 lit 7 GDPR
Telekom Austria AG is controller of the processing of personal data.
Telekom Austria AG uses external service companies such as notaries
public, lawyers and banks for the purpose of holding the Annual General
Meeting. They only receive the personal data from Telekom Austria AG which
is required to carry out the contracted service, and exclusively process
data in accordance with the instructions provided by Telekom Austria AG.
If legally required, Telekom Austria AG has concluded data privacy
agreements with these service companies.

Participating shareholders and their representatives must be included in
the legally required list of participants (§ 117 Stock Corporation Act).
Other shareholders or their representatives, the members of the Management
Board and Supervisory Board, the notary public and all other persons with
a statutory right of participation may study this directory and thereby
also see the personal data mentioned therein (including name, place of
residence, number of shares). Telekom Austria AG is also legally obliged
to submit personal shareholder data (especially the list pf participants)
to the Commercial Register as part of the notarial record (§ 120 Stock
Corporation Act).

Please find further information regarding the data privacy policy of
Telekom Austria AG on our website via the following link:
https://www.a1.group/en/meta/privacy

Total number of shares and voting rights at time of invitation:
The share capital of the company amounts to EUR 1,449,274,500 and is
divided into 664,500,000 no par value bearer shares. Every share grants
the right to one vote. At the time of this invitation, the company holds
415,159 treasury shares without entitlement to vote. At the time of this
invitation, the total number of shares entitling to participation and the
right to vote amounts to 664,084,841.

Further information regarding the election of members of the Supervisory
Board:
§ 8 para 1 of the Articles of Association of Telekom Austria AG provides
for the possibility of an election of up to ten members of the Supervisory
Board to be elected by the Annual General Meeting. Six men and four women
elected represent the shareholders in the Supervisory Board.

The shareholder representatives of the Supervisory Board disagreed towards
the Chair with the overall fulfillment of the gender quota according to §
86 para 9 Stock Corporation Act. The minimum quota pursuant to § 86 para 7
Stock Corporation Act (minimum of 30 % female members) with regard to the
shareholder representatives is currently fulfilled. The terms of two
female Supervisory Board members as well as one male member expire.

Paying Agent: UniCredit Bank Austria AG.

For further information please visit our website at https://www.a1.group.

Vienna, May 19, 2022

The Management Board

International Securities Identification Number (ISIN)
AT 0000720008

══════════════════════════════════════════════════════════════════════════

19.05.2022

══════════════════════════════════════════════════════════════════════════

Language: English
Company: Telekom Austria AG
Lassallestrasse 9
1020 Vienna
Austria
Phone: 004350664 47500
E-mail: investor.relations@a1.group
Internet: www.a1.group
ISIN: AT0000720008
Listed: Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

1357073  19.05.2022 



Quelle

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER
INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at

(C) Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender.