General Meeting of Ernst Russ AG on 30 May 2024
Convenience Translation
Information pursuant to section 125 para. 1 German Stock Corporation Act (AktG) in connection with section 125 para. 5 AktG, article 4 para. 1 and table 3 of the annex to Implementing Regulation (EU) 2018/1212
Type of Information | Description | |
A. Specification of the message | ||
1. Unique identifier of the event | Annual General Meeting 2024 of Ernst Russ AG | |
format pursuant to Implementing Regulation (EU) 2018/1212: | ||
HXCK052024HV | ||
2. Type of message | Meeting notice of a general meeting | |
format pursuant to Implementing Regulation (EU) 2018/1212: NEWM | ||
B. Specification of the issuer | ||
1. ISIN | DE000A161077 | |
2. Name of issuer | Ernst Russ AG | |
C. Specification of the meeting | ||
1. Date of the general meeting | 30 May 2024 | |
format pursuant to Implementing Regulation (EU) 2018/1212: 20240530 | ||
2. Time of the general meeting | 11:00 hours (CEST) | |
format pursuant to Implementing Regulation (EU) 2018/1212: | ||
09:00 UTC | ||
3. Type of the general meeting | Ordinary annual general meeting | |
(Meeting in presence) | ||
format pursuant to Implementing Regulation (EU) 2018/1212: GMET | ||
4. Location of the general meeting | Handwerkskammer Hamburg, Holstenwall 12, 20355 Hamburg, | |
Germany | ||
5. Record Date | The shareholding entered in the share register on the day of the Annual | |
General Meeting shall be decisive for the right to participate and vote. | ||
For organisational reasons, orders for the transfer of shares received by | ||
the Company after 23 May 2024, 24:00 (CEST) / 22:00 UTC will not be | ||
entered into the share register up to and including the day of the Annual | ||
General Meeting (transfer stop). | ||
The technical record date is therefore the end of 23 May 2024. | ||
format pursuant to Implementing Regulation (EU) 2018/1212: 20240523 | ||
6. Uniform Resource Locator (URL) | www.ernst-russ.de in section "Investor Relations" / "Annual General | |
Meeting" under "Annual General Meeting 2024" | ||
D. Participation in the general meeting | ||
D. Participation in the general meeting - Voting in person on site
1. Method of participation by shareholder | Voting in person on site |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
PH; ISO 20022: PHYS | |
2. Issuer deadline for the notification of participation | 23 May 2024, 24:00 hours (CEST) |
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General Meeting of Ernst Russ AG on 30 May 2024
Convenience Translation
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240523; 22:00 UTC | |
3. Issuer deadline for voting | 30 May 2024, until the end of voting |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240530; until the end of voting | |
D. Participation in the general meeting - proxies nominated by the Company | |
1. Method of participation by shareholder | Exercising the right to vote by granting authority and issuing instructions |
to the proxies nominated by the Company | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
PX; ISO 20022: PRXY | |
2. Issuer deadline for the notification of participation | 23 May 2024, 24:00 hours (CEST) |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240523; 22:00 UTC | |
3. Issuer deadline for voting | Granting authority (with voting instructions) to the proxies nominated by |
the Company | |
• in writing or in text form by postal mail or email until | |
29 May 2024, 24:00 hours (CEST) | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240529; 22:00 UTC | |
• if attending the Annual General Meeting in person on | |
30 May.2024, until the start of voting | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240530; until the start of voting | |
D. Participation in the general meeting - proxy authorization | |
1. Method of participation by shareholder | Exercising the right to vote through an authorized third party |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
PX; ISO 20022: PRXY | |
2. Issuer deadline for the notification of participation | 23 May 2024, 24:00 hours (CEST) |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240523; 22:00 UTC | |
3. Issuer deadline for voting | Exercise of voting rights by the authorised third party on |
30 May 2024, until the end of voting at the Annual General Meeting | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240530; until the end of voting | |
Exercising of voting rights by the proxy through granting sub-proxies | |
and issuing instructions to the proxies nominated by the Company: | |
• in writing or in text form by postal mail or email until | |
29 May 2024, 24:00 hours (CEST) | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240529; 22:00 UTC | |
• if attending the Annual General Meeting in person on | |
30 May 2024, until the start of voting | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240530; until the start of voting | |
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General Meeting of Ernst Russ AG on 30 May 2024
Convenience Translation
E. Agenda | |
E. Agenda - item 1 | |
1. Unique identifier of the agenda item | 1 |
2. Title of the agenda item | Presentation of the adopted annual financial statements of Ernst Russ |
AG and the approved consolidated financial statements as at 31 | |
December 2023, the combined management report of Ernst Russ AG | |
and the Group for the financial year 2023 as well as the report of the | |
Supervisory Board for the financial year 2023 | |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | |
5. Alternative voting options | |
E. Agenda - item 2 | |
1. Unique identifier of the agenda item | 2 |
2. Title of the agenda item | Resolution on the appropriation of the balance sheet profit |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | Binding vote |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
BV; ISO 20022: BNDG | |
5. Alternative voting options | Vote in favour, Vote against, Abstention |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
VF, VA, AB; ISO 20022: CFOR, CAGS, ABST | |
E. Agenda - item 3 | |
1. Unique identifier of the agenda item | 3 |
2. Title of the agenda item | Resolution on the discharge of the member of the Executive Board for |
the financial year 2023 | |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | Binding vote |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
BV; ISO 20022: BNDG | |
5. Alternative voting options | Vote in favour, Vote against, Abstention |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
VF, VA, AB; ISO 20022: CFOR, CAGS, ABST | |
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General Meeting of Ernst Russ AG on 30 May 2024
Convenience Translation
E. Agenda - item 4
1. Unique identifier of the agenda item | 4 |
2. Title of the agenda item | Resolution on the discharge of the members of the Supervisory Board |
for the financial year 2023 | |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | Binding vote |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
BV; ISO 20022: BNDG | |
5. Alternative voting options | Vote in favour, Vote against, Abstention |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
VF, VA, AB; ISO 20022: CFOR, CAGS, ABST | |
E. Agenda - item 5 | |
1. Unique identifier of the agenda item | 5 |
2. Title of the agenda item | Resolution on the election of the auditor of the financial statements and |
the auditor of the consolidated financial statements for the financial year | |
2024 | |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | Binding vote |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
BV; ISO 20022: BNDG | |
5. Alternative voting options | Vote in favour, Vote against, Abstention |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
VF, VA, AB; ISO 20022: CFOR, CAGS, ABST | |
E. Agenda - item 6.1 | |
1. Unique identifier of the agenda item | 6.1 |
2. Title of the agenda item | New elections to the Supervisory Board - Re-election of Mr Döhle |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | Binding vote |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
BV; ISO 20022: BNDG | |
5. Alternative voting options | Vote in favour, Vote against, Abstention |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
VF, VA, AB; ISO 20022: CFOR, CAGS, ABST | |
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General Meeting of Ernst Russ AG on 30 May 2024
Convenience Translation
E. Agenda - item 6.2
1. Unique identifier of the agenda item | 6.2 |
2. Title of the agenda item | Elections to the Supervisory Board - Re-election of Mr Kuhlmann |
3. Uniform Resource Locator (URL) of the materials | www.ernst-russ.de in section "Investor Relations" / "Annual General |
Meeting" under "Annual General Meeting 2024" | |
4. Vote | Binding vote |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
BV; ISO 20022: BNDG | |
5. Alternative voting options | Vote in favour, Vote against, Abstention |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
VF, VA, AB; ISO 20022: CFOR, CAGS, ABST | |
F. Specification of the deadlines regarding the exercise of other shareholders rights
F. Shareholder right - motions for additions to the agenda
1. Object of deadline | Submission of requests for additions to the agenda |
2. Applicable issuer deadline | 05 May 2024, 24:00 hours (CEST) (time of receipt decisive) |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240505; 22:00 UTC | |
F. Shareholder right - countermotions | |
1. Object of deadline | Submission of countermotions to proposed resolutions on items on the |
agenda | |
2. Applicable issuer deadline | For countermotions to be made available to other shareholders: 15 May |
2024, 24:00 hours (CEST) (time of receipt decisive) | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240515; 22:00 UTC | |
For countermotions during the Annual General Meeting: | |
30 May 2024 | |
format pursuant to Implementing Regulation (EU) 2018/1212: 20240530 | |
F. Shareholder right - election proposals | |
1. Object of deadline | Submission of election proposals for the election of supervisory board |
members or auditors | |
2. Applicable issuer deadline | For election proposals to be made available to other shareholders: 15 |
May 2024, 24:00 hours (CEST) (time of receipt decisive) | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240515; 22:00 UTC | |
For election proposals during the Annual General Meeting: | |
30 May 2024 | |
format pursuant to Implementing Regulation (EU) 2018/1212: 20240530 | |
F. Shareholder right - right to information |
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General Meeting of Ernst Russ AG on 30 May 2024
Convenience Translation
1. Object of deadline | Request for information on company matters (section 131 (1) AktG) |
2. Applicable issuer deadline | On 30 May 2024 from the opening of the Annual General Meeting until |
the closing of the requests to speak by the chairman of the meeting | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240530; from the opening of the Annual General Meeting until the | |
closing of the requests to speak by the chairman of the meeting | |
F. Shareholder right - filing of objections | |
1. Object of deadline | Filing of objections against resolutions of the Annual General Meeting |
2. Applicable issuer deadline | On 30 May 2024 from the opening of the Annual General Meeting until |
its closing by the chairman of the meeting. | |
format pursuant to Implementing Regulation (EU) 2018/1212: | |
20240530; from the opening of the Annual General Meeting until its | |
closing by the chairman of the Annual General Meeting | |
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Disclaimer
Ernst Russ AG published this content on 16 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2024 19:00:01 UTC.