Share capital and shareholder structure
The share capital of Lenzing AG amounted to a total of EUR 27,574,071.43 as of the balance sheet date and is divided into 26,550,000 no-par-value shares. B&C Group is the majority shareholder with an investment in the voting rights of 50 percent plus two shares. NN Group N.V. holds approximately 5 percent of the shares. The free float amounts to approximately 45 percent. This is divided between Austrian and international investors. The Lenzing Group holds no treasury shares.
Position of shareholders
Each no-par-value share grants the shareholder one vote at the Shareholders’ General Meeting of Lenzing AG. Unless provided otherwise by mandatory provisions of the Austrian Stock Corporation Act (AktG), the Shareholders’ General Meeting passes resolutions by a simple majority of the votes cast and – if a majority of the share capital is required – by a simple majority of the share capital represented at the Shareholders’ General Meeting.
Lenzing AG has no shares with special control rights. A resolution passed by the Annual General Meeting on June 18, 2020 authorized the Managing Board, subject to the consent of the Supervisory Board, to purchase treasury shares in the company for a period of 30 months starting on the date of the resolution pursuant to Section 65 Paras. 1 no. 4 and 8 and Paras. 1a and 1b AktG. The treasury shares acquired by the company may not exceed ten percent of the company’s share capital. The consideration to be paid for the repurchase must lie within a range of plus/minus 25 percent of the weighted average closing price on the last 20 stock exchange days preceding the start of the corresponding repurchasing program of the Lenzing share.
The Managing Board was also authorized, subject to the consent of the Supervisory Board, to withdraw repurchased treasury shares without any further resolution by the Shareholders’ General Meeting (including the authorization of the Supervisory Board to adopt changes to the articles of association resulting from withdrawing the shares), or to resell them and to determine the conditions of sale. This authorization can be exercised in full, in several parts and in pursuit of one or several objectives by the company, by a subsidiary (Section 189a no. 7 of the Austrian Commercial Code [UGB]) or by third parties for the company’s account.
In addition, the Managing Board was authorized for a period of five years from the date of the resolution to approve the sale of treasury shares, subject to the consent of the Supervisory Board, in any manner permitted by law other than through the stock exchange or public offer, and also to exclude shareholders’ repurchasing rights (subscription rights), and to determine the conditions of sale.
A resolution passed by the Annual General Meeting on April 12, 2018 authorized the Managing Board, subject to the consent of the Supervisory Board, to increase the share capital by up to EUR 13,787,034.68 through the issue of up to 13,274,999 no-par-value bearer shares – including in tranches – in exchange for cash and/or non-cash capital contributions, within five years from the entry of the changes in the articles of association in the commercial register and to determine the issue price and the further issue conditions (“authorized capital”). This authorized capital was recorded in the commercial register on May 23, 2018.
The statutory subscription right may be granted to shareholders in such a manner that the convertible bonds be assumed by a bank or a syndicate of banks with the obligation to offer them to the shareholders in accordance with their subscription right (indirect subscription right).
The Managing Board was also authorized, subject to the consent of the Supervisory Board, to exclude shareholders’ subscription rights in the event of a capital increase from the authorized capital in whole or in part (i) if the capital increase in exchange for non-cash capital contributions is carried out for the purpose of acquiring companies, parts of companies, operations, parts of operations, participating interests in companies or other assets connected with an acquisition project, (ii) to satisfy an over-allotment option (greenshoe) or (iii) to compensate for fractional amounts.
In addition, the Managing Board was authorized by a resolution of the Annual General Meeting on April 12, 2018 to issue, subject to the consent of the Supervisory Board, convertible bonds in one or several tranches that grant or provide for the subscription or conversion right or a subscription or conversion obligation for up to 13,274,999 shares in the company. These can be serviced through conditional capital to be approved and/or treasury shares. The issue price and issue conditions are to be determined by the Managing Board, subject to the consent of the Supervisory Board; the issue amount and the exchange ratio are to be determined in accordance with recognized methods of financial mathematics and the price of the company’s shares in a recognized pricing procedure. This authorization is valid until April 12, 2023.
The statutory subscription right may be granted to shareholders in such a manner that the convertible bonds be assumed by a bank or a syndicate of banks with the obligation to offer them to the shareholders in accordance with their subscription right (indirect subscription right).
The Managing Board was authorized, subject to the consent of the Supervisory Board, to exclude the subscription right of shareholders when issuing convertible bonds in whole or in part (i) if the convertible bonds are issued in exchange for non-cash capital contributions for the purpose of acquiring companies, parts of companies, operations, parts of operations, participating interests in companies or other assets relating to an acquisition project, or (ii) for the compensation of fractional amounts resulting from the subscription ratio.
The Managing Board was also authorized, subject to the approval of the Supervisory Board, to exclude the subscription right for convertible bonds in whole or in part, provided that the Managing Board, after due examination, arrives at the conclusion that the issue price of the convertible bonds at the time of the final determination of the issue price is not less than the hypothetical market value determined according to recognized, in particular financial-mathematical, methods and that the conversion price or subscription price (issue price) of the subscription shares is determined taking into account recognized methods of financial mathematics and the price of the company’s ordinary shares in a recognized pricing procedure, and is not lower than the stock market price of the company’s shares during the last 20 trading days prior to the date of announcement of the issue of convertible bonds.
The Managing Board did not utilize the existing authorizations during the reporting year.
The 77th Annual General Meeting of Lenzing AG was held in virtual format via livestream on April 14, 2021 due to the COVID-19 pandemic. Detailed information about the Annual General Meeting, proposals for resolutions and the results of voting are published on the website Lenzing AG: https://www.lenzing.com/investors/shareholders-meeting/2021.
The 78th Annual General Meeting on April 26, 2022 will also be held in virtual format via livestream due to the ongoing COVID-19 pandemic.
Further disclosures pursuant to Section 243a of the Austrian Commercial Code
No provisions exist other than those stipulated by law that cover the appointment or dismissal of members of the Managing or Supervisory boards.
The Dexco Group (formerly the Duratex Group) has a put option and has the right to divest its interest in the LD Celulose joint venture in the event of a change of control at the Lenzing Group (change of control clause).
Besides this, the company has not entered into any significant agreements that would take effect, change or expire in the event of a change in control as the consequence of a takeover bid. No compensation agreements exist between the company and the members of the Managing and Supervisory boards or with employees that would take effect in the event of a public takeover offer.
