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 | ||
- ISIN
- 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.