AGRANA Beteiligungs-Aktiengesellschaft: Convention of the 39th Annual General Meeting of AGRANA Beteiligungs-Aktiengesellschaft

 AGRANA Beteiligungs-Aktiengesellschaft

Vienna, FN 99489 h

ISIN AT000AGRANA3

(“Company”)

 

Convention of the 39^th Annual General Meeting of

AGRANA Beteiligungs-Aktiengesellschaft

 

We would like to invite our shareholders to the

39^th Annual General Meeting

of AGRANA Beteiligungs-Aktiengesellschaft

on Friday, 3 July 2026, at 11:00 a.m. CEST,

at Raiffeisen Forum, A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1.

 

I. AGENDA

1. Presentation of the annual financial statements including the management report and the corporate governance report, the consolidated financial statements including the Group management report and the consolidated sustainability statement, the proposal for appropriation of profits, and the report of the Supervisory Board for the 2025/26 financial year
2. Resolution on the appropriation of profits
3. Resolution on the formal approval of the actions of the members of the Management Board for the 2025/26 financial year
4. Resolution on the formal approval of the actions of the members of the Supervisory Board for the 2025/26 financial year
5. Resolution on the remuneration of the members of the Supervisory Board
6. Appointment of the auditor for the annual financial statements and for the consolidated financial statements, and of the auditor for the consolidated sustainability statement, all for the 2026/27 financial year
7. Resolution on the remuneration report 2025/26
8. Elections to the Supervisory Board

 

II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE

In particular, the following documents will be available on the Company’s website, entered in the commercial register, at www.agrana.com/en or www.agrana.com/en/ir/general-meeting no later than 12 June 2026:

                Notice of meeting and agenda,

                Granting of proxy (template),

                Granting of proxy to IVA (template),

                Revocation of proxy (template),

                Proposed resolutions of the Management Board and the Supervisory Board for the 39th Annual General Meeting,

                Remuneration report 2025/26 of the AGRANA Management Board and Supervisory Board,

                Statement by the candidate for election to the Supervisory Board as mentioned in Agenda Item 8, pursuant to § 87 (2) of the Austrian Stock Corporation Act, including the candidate’s CV,

                Consolidated financial statements with combined management report, including the consolidated sustainability statement, for the financial year 2025/26 (Annual Report),

                Annual financial statements of AGRANA Beteiligungs-AG for the financial year 2025/26 (Annual Financial Report),

                Proposal for the appropriation of profits for the 2025/26 financial year,

                Corporate Governance Report for the 2025/26 financial year,

                Report of the Supervisory Board for the 2025/26 financial year,

                Information on the integration of ISO 20022 SWIFT messages into the transmission logic for deposit confirmations and powers of attorney.

 

III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING

The right to participate in the Annual General Meeting and to exercise the voting right and any other shareholder rights that may be asserted in connection with the Annual General Meeting is subject to the holding of shares as per the end of 23 June 2026 (24:00 Vienna time) (record date).

Only shareholders who are holding shares on the record date and provide evidence thereof are entitled to participate in the Annual General Meeting.

For proof of the shareholding on the record date, a deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act must be submitted to the Company, which must be received no later than 30 June 2026 (24:00 Vienna time), and sent exclusively via one of the following communication channels and addresses:

 

Shareholders are requested to contact their custodian credit institution and arrange for the issue and transmission of a deposit confirmation.

The record date has no effect on the transferability of the shares and has no bearing on dividend entitlement.

 

Deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act

The deposit confirmation must be issued by the custodian credit institution headquartered in a state that is either a member state of the European Economic Area or a full member of the OECD, and shall comprise the following information (§ 10a (2) of the Austrian Stock Corporation Act):

• Information on the issuer: name/company and address or a code commonly used for transactions between credit institutions (SWIFT code)
• Information on the shareholder: name/company, address, date of birth for individuals, commercial register and registration number (for legal entities)
• Information about the shares: number of shares held by the shareholder,
  ISIN AT000AGRANA3 (internationally recognised securities identification number)
• Depository number, securities account number or other applicable designation
• Date or period to which the deposit confirmation refers

The deposit confirmation, as proof of shareholding for participation in the Annual General Meeting, must refer to the end of the record date 23 June 2026 (24:00 Vienna time).

Deposit confirmations will be accepted in German or English.

 

Proof of identity

For purposes of identification, shareholders and their representatives are requested to present a valid official photo ID at the time of registration.

If you wish to attend the Annual General Meeting as a representative, please bring your proxy in addition to your official photo ID. If the original proxy has already been submitted to the Company, you will facilitate access by presenting a copy of the proxy.

AGRANA Beteiligungs-Aktiengesellschaft reserves the right to verify the identity of the persons wishing to attend the meeting. If it is not possible to establish a person’s identity, admission may be refused.

 

IV. OPTION OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED

Every shareholder who is entitled to attend the Annual General Meeting and has provided evidence of this to the Company in accordance with the stipulations in item III of this notice of meeting has the right to appoint a representative to participate in the Annual General Meeting on behalf of the shareholder and has the same rights as the shareholder whom the proxy represents.

A proxy must be granted to a specified person (an individual or a legal entity) in text form (§13 II of the Austrian Stock Corporation Act), whereby multiple persons may be authorized.

Proxy can be granted both before and during the Annual General Meeting.

 

For the transmission of proxies, we offer the following communication channels and addresses:

 

The proxies must be received at one of the aforementioned addresses no later than 2 July 2026, 4:00 p.m. CEST (Vienna time) unless they are submitted in person to the registration office of the Annual General Meeting on the day of the Annual General Meeting.

Forms for granting and revoking the proxy can be downloaded from the Company’s website at www.agrana.com/en or www.agrana.com/en/ir/general-meeting. In the interest of smooth handling, please always use the forms provided.

Details regarding the proxy, in particular the text form and the content of the proxy, can be found in the proxy form provided to the shareholders.

If the shareholder has granted proxy to his or her custodian credit institution (§ 10a of the Austrian Stock Corporation Act), it is sufficient for the latter to declare that it has been granted proxy in addition to the deposit confirmation in the way prescribed for transmission to the Company.

Shareholders may exercise their rights at the Annual General Meeting even after granting proxy. Personal attendance is deemed to be a revocation of any previously granted proxy.

The above rules on the granting of proxy shall apply mutatis mutandis to the revocation of the same.

 

Independent representative for the exercise of voting rights

As a special service to the shareholders, a representative of the Investor ’s Association (Interessenverband für Anleger, IVA), A-1130 Vienna, Feldmühlgasse 22, will be available to act as an independent proxy for exercising voting rights at the Annual General Meeting in accordance with instructions; for this purpose, a special proxy form is available on the Company’s website at www.agrana.com/en or www.agrana.com/en/ir/general-meeting. You may also contact Mr. Michael Knap of the IVA directly by phone +43 1 876 33 43 - 30, or via email knap.agrana@hauptversammlung.at.

 

V. INFORMATION ON THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109, 110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT

 

1.  Extension of the agenda by shareholders pursuant to § 109 of the Austrian Stock Corporation Act

Shareholders whose shares individually or jointly amount to at least 5 % of the share capital and who have held these shares for at least three months prior to their application may request in writing that additional items be placed on the agenda of this Annual General Meeting and announced, provided that this request is received in writing with legally binding signatures by post or courier no later than 12 June 2026 (24:00 Vienna time), by the Company at the following address: A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1, Attn. Ms. Sabine Hacker, General Secretary, or, if sent by email, with a qualified electronic signature to the email address sabine.hacker@agrana.com or by SWIFT ISO 15022 to the address CPTGDE5WXXX. “In writing with legally binding signatures” means personally signed by each applicant or, on behalf of the company or, if sent by email, with a qualified electronic signature to the email address sabine.hacker@agrana.com, or, if sent by SWIFT ISO 15022, with message type MT598 or type MT599, whereby ISIN AT000AGRANA3 must be indicated in the text.

Each agenda item thus requested must include a proposed resolution and a rationale. The item requested to be added to the agenda and the resolution proposal, but not the rationale, must also be written in German. Proof of shareholder status must be provided by submitting a deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act, confirming that the applicant shareholders have held the shares for at least three months prior to the motion being submitted and which must not be older than seven days at the time of submission to the Company. A plurality of deposit confirmations for shares that only together represent a shareholding of at least 5 % must refer to the same time (day, time).

With regard to the other requirements for the deposit confirmation, please refer to the information on the right to participate (item III. of this convocation).

 

2. Shareholders’ proposed resolutions concerning the agenda pursuant to § 110 of the Austrian Stock Corporation Act

Shareholders whose shares jointly represent at least 1 % of the share capital may submit proposals for resolutions, including a rationale, concerning any item on the agenda in text form, and may request that these proposals, together with the names of the shareholders concerned, the rationale and any possible statement by the Management Board or the Supervisory Board, be made available on the Company’s website as listed in the Commercial Register, provided such written proposal and request is received by the Company no later than 24 June 2026 (24:00 Vienna time), either via letter mail to A-1020 Vienna, Friedrich-Wilhelm-Raiffeisen-Platz 1, Ms. Sabine Hacker, General Secretary, or via email to sabine.hacker@agrana.com, whereby the request is to be attached to the email in text form, e.g. as a PDF document. If text form as defined in § 13 (2) of the Austrian Stock Corporation Act is required for a statement, the latter must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named, and the conclusion of the statement must be made discernible by reproduction of the signature or in another suitable manner. The resolution proposal, but not its explanatory statement, must also be written in German.

In case of a nomination for the election of a Supervisory Board member, the statement of the nominee pursuant to § 87 (2) of the Austrian Stock Corporation Act takes the place of the rationale.

Proof of shareholder status must be provided by submitting a deposit confirmation pursuant to § 10a of the Austrian Stock Corporation Act, which must not be older than seven days at the time of submission to the Company. A plurality of deposit confirmations for shares which only together represent a shareholding of at least 1 % must refer to the same point in time (day, time).

With regard to the other requirements for the deposit confirmation, please refer to the information on the right to participate (item III of this notice of meeting).

 

3.  Disclosures Pursuant to § 110 (2), Second Sentence in Conjunction with § 86 (7) and (9) of the Austrian Stock Corporation Act

With regard to Agenda Item 8, “Elections to the Supervisory Board”, and the possible submission of an appropriate election proposal by shareholders pursuant to § 110 of the Austrian Stock Corporation Act, the Company provides the following information:

Mag. Dr. Claudia Süssenbacher has stated that she will resign from her position as 2nd Deputy Chairperson and member of the Supervisory Board with effect from the close of the Annual General Meeting on 3 July 2026.

§ 10 (1) of the Articles of Association of AGRANA Beteiligungs-Aktiengesellschaft stipulates that the Supervisory Board shall consist of no fewer than three and no more than eight members to be elected by the General Meeting.

§ 86 (7) of the Austrian Stock Corporation Act is applicable to AGRANA Beteiligungs-Aktiengesellschaft. The Supervisory Board of AGRANA Beteiligungs-Aktiengesellschaft currently consists of eight members elected by the General Meeting (shareholder representatives) and four members delegated by the Works Council pursuant to § 110 of the Austrian Labour Constitution Act (ArbVG). Of the eight shareholder representatives, six are male and two are female; of the four employee representatives, three are male and one is female.

It is announced that the majority of the employee representatives have raised an objection pursuant to § 86 (9) of the Austrian Stock Corporation Act, so that the quota requirement of § 86 (7) of the Austrian Stock Corporation Act will be met separately.

When a shareholder submits a nomination for election, it must be ensured that, following the election of eight shareholder representatives to the Supervisory Board, at least two must be female in order to satisfy the quota requirement pursuant to § 86 (7) of the Austrian Stock Corporation Act.

 

4.  Shareholders’ right to information pursuant to § 118 of the Austrian Stock Corporation Act

Every shareholder has the right to receive, upon request, information on the affairs of the Company at the Annual General Meeting, insofar as such information is necessary for the proper assessment of an item on the agenda. The obligation to provide information also extends to the legal relationships of the Company with any affiliated company, as well as to the situation of the Group and the companies included in the consolidated financial statements.

The information may be withheld if according to reasonable business assessment it has the potential to cause significant harm to the Company or any affiliated company, or if its disclosure would be punishable under applicable law.

Requests for information should generally be made verbally at the Annual General Meeting, but can also be made in writing.

In the interest of session economy, questions that necessitate lengthy preparation should be submitted to the Management Board, Attn. Ms. Sabine Hacker, in text form in good time before the Annual General Meeting. Questions can be sent to the Company by email to sabine.hacker@agrana.com.

 

5. Shareholder motions at the Annual General Meeting pursuant to § 119 of the Austrian Stock Corporation Act

Every shareholder has the right – irrespective of a specific shareholding – to submit motions at the Annual General Meeting regarding any item on the agenda.

If there is more than one motion for an item on the agenda, the Chair shall determine the order of voting in accordance with § 119 (3) of the Austrian Stock Corporation Act.

 

6. Information on data protection for shareholders

AGRANA Beteiligungs-Aktiengesellschaft takes data protection very seriously.

Further information can be found in our data privacy policy at www.agrana.com/gdpr/en.

 

VI. FURTHER INFORMATION AND NOTES

 

1. Total number of shares and voting rights

At the time of the convention of the Annual General Meeting, the Company’s share capital amounted to € 113,531,274.76, divided into 62,488,976 no-par value bearer shares. Each share grants one vote.

The total number thus amounts to 62,488,976 voting rights at the time this Annual General Meeting is convened. At the time the Annual General Meeting is convened, the Company does not hold any treasury shares, either directly or indirectly.

There is only one class of shares.

 

2. Collection of voting cards

Admission for the collection of voting cards begins at 10:00 a.m. CEST.

 

Vienna, June 2026
The Management Board