Information according to Section 125 para 1 AktG (German Stock Corporation Act) in conjunction with

Section 125 para 5 AktG, Art. 4 para 1, table 3 of the Annex of the Implementation Regulation (EU) 2018/1212

Type of information

Description

A. Specification of the message

1. Unique identifier of the event

Ordinary Annual General Meeting of Adtran Networks

SE on 28 June 2024

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

ADTRANHV2024

2. Type of message

Convocation of the Annual General Meeting

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: NEWM

B. Specification of the issuer

  1. ISIN
  2. Name of Issuer

DE0005103006

Adtran Networks SE

C. Specification of the meeting

1.

Date of the General Meeting

28 June 2024

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 20240628

2.

Time of the General Meeting

11:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 09:00 hours

UTC (Coordinated Universal Time)

3.

Type of General Meeting

Ordinary Annual General Meeting organized as

presence meeting

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: GMET

4.

Location of the General Meeting

Hotel Sächsischer Hof

Georgstraße 1, 98617 Meiningen

5. Record Date

6 June 2024, 24:00 hours (CEST) (refers to the close of

business of the 22nd day before the Annual General

Meeting); 6 June 2024, 22:00 hours UTC

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 20240606;

22:00 hours (UTC)

6.

Uniform Resource Locator (URL)

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

D. Participation in the General Meeting - Personal Attendance

1. Method of participation by shareholder

Attendance in person

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: PH

2. Issuer deadline for the notification of

Registration for the Annual General Meeting by

participation

21 June 2024, 24:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 20240621;

22:00 hours (UTC)

3. Issuer deadline for voting

At the Annual General Meeting on 28 June 2024

during the voting

Commission Implementing Regulation (EU)

2018/1212: 20240628

D. Participation in the General Meeting - Voting by proxies appointed by the Company

1. Method of participation by shareholder

Granting of power of attorney and issuance of

instructions to the proxies appointed by the Company

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: PX

2. Issuer deadline for the notification of participation

Registration for the Annual General Meeting by

21 June 2024, 24:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

20240621; 22:00 hours (UTC)

3. Issuer deadline for voting

Depending on the communication channel:

If power of attorney is granted by sending a

form (mail, fax, e-mail) by 27 June 2024, 24:00

hours (CEST) (receipt by the Company)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

20240627; 22:00 hours (UTC)

In the event of personal attendance, also

beyond 27 June 2024, 24:00 hours (CEST)

until immediately before the start of voting at

the Annual General Meeting on 28 June 2024

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

20240628

D. Participation in the General Meeting - Voting by authorized third parties

1. Method of participation by shareholder

Granting of power of attorney to third parties (also

associations of shareholders)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: PX

2. Issuer deadline for the notification of participation

Registration for the Annual General Meeting by

21 June 2024, 24:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

20240621; 22:00 hours (UTC)

3. Issuer deadline for voting

At the Annual General Meeting on 28 June 2024

during the voting

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

20240628

E. Agenda - Agenda item 1

1.

Unique identifier of the agenda item

1

2.

Title of the agenda item

Presentation of the adopted annual financial

statements as of December 31, 2023, the approved

consolidated financial statements as of December 31,

2023, the combined management report for Adtran

Networks SE and the Group for the 2023 fiscal year,

the explanatory report of the Executive Board on the

disclosures pursuant to Sections 289a, 315a of the

German Commercial Code [Handelsgesetzbuch -

HGB], the report of the Supervisory Board for the 2023

fiscal year, and the combined separate non-financial

report for Adtran Networks SE and the Group for the

2023 fiscal year.

3.

Uniform Resource Locator (URL) of

https://www.adva.com/de-de/about-

the materials

us/investors/shareholders-meetings

4.

Vote

None

5.

Alternative voting options

n/a

E. Agenda - Agenda item 2

1.

Unique identifier of the agenda item

2

2.

Title of the agenda item

Resolution on appropriating net profit for the 2023

fiscal year

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 3

1.

Unique identifier of the agenda item

3

2.

Title of the agenda item

Discharging the Executive Board members for the

2023 fiscal year

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 4

1.

Unique identifier of the agenda item

4

2.

Title of the agenda item

Discharging the Supervisory Board members for the

2023 fiscal year

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 5

1.

Unique identifier of the agenda item

5

2.

Title of the agenda item

Electing the auditor and the group auditor for the 2024

fiscal year

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 6

1.

Unique identifier of the agenda item

6

2.

Title of the agenda item

Resolution on approving the Compensation Report

2023

3. Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4. Vote

Advisory vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: AV

5. Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 7

1.

Unique identifier of the agenda item

7

2.

Title of the agenda item

Electing a Supervisory Board member

- Ms. Heike Kratzenstein, Glonn -

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 8

1.

Unique identifier of the agenda item

8

2.

Title of the agenda item

Resolution on compensating the Supervisory Board

members

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 9

1.

Unique identifier of the agenda item

9

2.

Title of the agenda item

Resolution on approving the compensation system for

Executive Board members

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Advisory vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: AV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 10

1.

Unique identifier of the agenda item

10

2.

Title of the agenda item

Resolution on creating new authorized capital 2024/I

with authorization to exclude subscription rights;

amendment to the Statutes

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 11

1.

Unique identifier of the agenda item

11

2.

Title of the agenda item

Authorization to acquire and use treasury shares,

including under exclusion of subscription rights

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

E. Agenda - Agenda item 12

1.

Unique identifier of the agenda item

12

2.

Title of the agenda item

Resolution on appointing of the auditor for the

sustainability report for the 2024 fiscal year

3.

Uniform Resource Locator (URL) of the materials

https://www.adva.com/de-de/about-

us/investors/shareholders-meetings

4.

Vote

Binding vote

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: BV

5.

Alternative voting options

Vote in favour, vote against, abstention

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

VF, VA, AB

F. Specification of the deadlines regarding the exercise of other shareholders rights - addition to the Agenda

1. Object of deadline

Transmission of the request to supplement the agenda

2. Applicable issuer deadline

28 May 2024, 24:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 20240528,

22:00 hours (UTC)

F. Specification of the deadlines regarding the exercise of other shareholders rights - counterproposal

1.

Object of deadline

Sending of the counterproposal to the proposed

resolutions on the items of the agenda

2.

Applicable issuer deadline

13 June 2024, 24:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 20240613,

22:00 hours (UTC)

F. Specification of the deadlines regarding the exercise of other shareholders rights - election

proposal

1. Object of deadline

Sending of election proposals for the election of

supervisory board members or auditors

2. Applicable issuer deadline

13 June 2024, 24:00 hours (CEST)

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212: 20240613,

22:00 hours (UTC)

F. Specification of the deadlines regarding the exercise of other shareholders rights- right to

information

1. Object of deadline

The right to request information on matters concerning

the Company, to the extent that such information is

necessary for a proper assessment of the item on the

agenda. The right to information also extends to the

legal and business relations of the Company with an

affiliated company.

2. Applicable issuer deadline

On 28 June 2024 during the Annual General Meeting

or until the time determined for this purpose by the

chairman of the meeting.

In the format pursuant to the Commission

Implementing Regulation (EU) 2018/1212:

20240628

F. Specification of the deadlines regarding the exercise of other shareholders rights - filing of

objections against resolutions of the Annual General Meeting

1. Object of deadline

Filing of objections against resolutions of the Annual

General Meeting

2. Applicable issuer deadline

On 28 June 2024, starting with the opening of the

Annual General Meeting right through to its closing by

the chairman of the Annual General Meeting.

In the format pursuant to the Implementing Regulation

(EU) 2018/1212: On 20240628, starting with the

opening of the Annual General Meeting right through to

its closing by the chairman of the Annual General

Meeting.

Other information pursuant to Sec. 125 para 1 sentence 4 and 5 of the German Stock Corporation Act

The voting right may be exercised by a representative, in particular also by a shareholders' association or a voting advisor.

Additional information on the election of a Supervisory Board member under agenda item 7 (Ms. Heike Kratzenstein, Glonn):

The candidate proposed for election under agenda item 7 is not a member of any other supervisory boards of domestic companies to be formed under German law, nor is she a member of a comparable domestic or foreign supervisory body of commercial enterprises.

Further details can be found in particular in the notice convening the Annual General Meeting, which is available on the Company's website at https://www.adva.com/de-de/about-us/investors/shareholders-meetings.

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Disclaimer

Adtran Networks SE published this content on 13 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 08:20:04 UTC.