DJ EQS-AGM: Schoeller-Bleckmann Oilfield Equipment AG: Invitation to the Annual General Meeting

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EQS-News: Schoeller-Bleckmann Oilfield Equipment AG / Announcement of the Convening of the General Meeting
Schoeller-Bleckmann Oilfield Equipment AG: Invitation to the Annual General Meeting
2024-03-27 / 08:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft
Ternitz
FN 102999 w, ISIN AT0000946652
("Company")
Invitation to the Annual General Meeting
We herewith invite our shareholders to the Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT
Aktiengesellschaft to be held on
Thursday, 25 April 2024, at 10:00 a.m.,
in 2630 Ternitz, Theodor-Körner-Platz 2 ("Stadthalle").

I. AGENDA
1. Submission of the approved Annual Financial Statements according to the Austrian Commercial Code (UGB)
including the Notes and Management Report, the Corporate Governance Report, the Consolidated Financial Statements
according to IFRS including the Notes thereto, the Group Management Report and disclosure of non-financial
information, the Executive Board's Proposal on the appropriation of the retained profit, in each case in relation
to the financial year ended 31 December 2023, and submission of the Report of the Supervisory Board for the
financial year 2023
2. Resolution on the appropriation of the retained profit as set out in the Annual Financial Statements for
the financial year ended 31 December 2023
3. Resolution on the discharge of the members of the Executive Board for the financial year 2023
4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2023
5. Election of the auditor of the Annual Financial Statements and the Consolidated Financial Statements as
well as the auditor of the Sustainability Report for the financial year 2024
6. Election of two persons to the Supervisory Board
7. Resolution on the Remuneration Report for the financial year 2023
8. Resolution on the Remuneration Policy regarding the principles for the remuneration of the members of the
Supervisory Board
9. Resolution on the remuneration of the members of the Supervisory Board
10. Resolution on the granting of new Authorized Capital pursuant to Sections 169 et seq. Austrian Stock
Corporation Act (AktG) [Authorized Capital 2024],
i) with authorization to issuance of new shares against contribution in cash and/or kind,
ii) while maintaining, in principle, the statutory subscription right, including in terms of the indirect subscription
right pursuant to Section 153 (6) of the Austrian Stock Corporation Act (AktG),
Iii) including, however, the authorization to exclude the statutory subscription right and to have the subscription
right excluded directly in certain cases;
and Resolution on amendments to the Articles of Association in Section 3 (Share Capital and Shares) with the
simultaneous resolution on the cancellation of the Authorized Capital as resolved by the Annual General Meeting on 23
April 2019
11. Resolution regarding
i) the authorization of the Executive Board to acquire treasury shares pursuant to Section 65 (1) no. 8 and (1a) and
(1b) of the Austrian Stock Corporation Act (AktG),
ii) the authorization of the Executive Board to cancel treasury shares pursuant to Section 65 (1) no. 8 of the Austrian
Stock Corporation Act (AktG) without any further resolution of the General Meeting and thereby to reduce the share
capital of the Company,
iii) the authorization of the Executive Board pursuant to Section 65 (1b) of the Austrian Stock Corporation Act (AktG)
to resolve, with the approval of the Supervisory Board, on the sale of treasury shares by other means than via the
stock exchange or a public offering, including the exclusion of shareholders' statutory repurchase rights (subscription
rights),
iv) all of these items i) to iii) under revocation of the resolution adopted at the Annual General Meeting of the
Company on 28 April 2022 regarding item 9 on the Agenda.

II. DOCUMENTS REGARDING THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE
In particular, the following documents will be accessible in accordance with Section 108 (3) and (4) Austrian Stock
Corporation Act (AktG) through the Company's website at www.sbo.at/hauptversammlung, which is registered in the
Register of Companies (Firmenbuch), by 4 April 2024 at the latest:

?            Annual Financial Report 2023 including 
o               Annual Financial Statements including Management Report, 

. Consolidated Financial Statements including Consolidated Management Report,
. Disclosure of non-financial information,
? Corporate Governance Report 2023,
. Proposal for the appropriation of retained profit,
. Report of the Supervisory Board 2023,
. Remuneration Report 2023,
. Remuneration Policy for Supervisory Board members of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT
Aktiengesellschaft,
. Proposed resolutions on items 2 - 11 on the Agenda,
. Curriculum Vitae Mag. Brigitte Ederer,
. Mag. Brigitte Ederer's Candidate Statement for election as member to the Supervisory Board pursuant to
Section 87 (2) Austrian Stock Corporation Act (AktG),
. Curriculum Vitae Simon William Caines Eyers, BSc,
. Simon William Caines Eyers', BSc, Candidate Statement for election as member to the Supervisory Board
pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG),
. Report of the Executive Board pursuant to Section 170 (2) Austrian Stock Corporation Act (AktG) and
Section 153 (4) Austrian Stock Corporation Act (AktG) on Agenda item 10 - increase of Share Capital,
. Report of the Executive Board pursuant to Section 65 (1b) in conjunction with Section 170 (2) and Section
153 (4) of the Austrian Stock Corporation Act (AktG) relating to item 11 on the Agenda - sale of treasury shares by
the Company,

.         Form for granting a proxy, 
.         Form for granting a proxy to the independent proxy, 
.         Form for the revocation of a proxy, 
.         Form for the revocation of a proxy to the independent proxy, 
.         Complete text of this invitation 

III. RECORD DATE AND REQUIREMENTS FOR ATTENDANCE AT THE ANNUAL GENERAL MEETING The right to attend the Annual General Meeting and to exercise voting rights and other shareholder rights which have to
be asserted at the Annual General Meeting depend on the ownership of shares at the end of 15 April 2024 (midnight,
Vienna time) (record date).
Attendance at the Annual General Meeting is permitted only if a person is a shareholder on that record date and proves
this fact to the Company.
For evidence of share ownership on the record date, a deposit confirmation pursuant to Section 10a Austrian Stock
Corporation Act (AktG) must be received by the Company no later than 22 April 2024 (midnight, Vienna time) exclusively
through one of the communication channels and addresses below.
(i) for transmitting the deposit confirmation in text form, which is deemed sufficient by Section 14 (3) of the
Articles of Association
By telefax +43 (0)1 8900 500 50
By e-mail anmeldung.sbo@hauptversammlung.at
(Please send deposit confirmations in PDF format)
(ii) for transmitting the deposit confirmation in written form
By post or courier SCHOELLER-BLECKMANN OILFIELD
EQUIPMENT Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
Via SWIFT GIBAATWGGMS
(Message Type MT598 or MT599,
reference to ISIN AT0000946652 must be included)
Shareholders are requested to contact their custodian bank and arrange for the issuance and transmission of a deposit
confirmation.
The record date has no effect on the salability of the shares and has no significance for the dividend entitlement.

Deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG)
The deposit confirmation must be issued by the custodian bank which must be registered in a member state of the
European Economic Area or in a full member state of the OECD and must contain the following information (Section 10a
(2) Austrian Stock Corporation Act (AktG)):
. Details of the issuer: name/company name and address or a standard code used in communications between
credit institutions (SWIFT-Code),
. Details of the Shareholder: name (company) and address, date of birth in the case of natural persons,
name of the register and registration number of the legal person in its country of origin (if applicable) in the
case of legal persons,
. Details of the shares: number of shares held by the shareholder, ISIN AT0000946652 (International
Securities Identification Number),
. Deposit number, securities account number or other identification,
. Date or period to which the deposit confirmation refers.
The deposit confirmation as evidence of share ownership for attendance at the Annual General Meeting must refer to the
end of the record date 15 April 2024 (midnight, Vienna time).
The deposit confirmation is accepted in the German or English language.

Proof of identity
SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft reserves the right to verify the identity of the persons
gathering for the Meeting. Should it not be possible to verify the identity, we may refuse admission.
Shareholders and their proxies are therefore requested to keep a valid official photo ID at hand for identification
during registration. If you come to the Annual General Meeting as a proxy, please take your proxy with you in addition
to the official photo ID. If the original proxy document has already been sent to the Company, please facilitate access
by having a copy of the proxy document with you.

IV. POSSIBILITY TO APPOINT A PROXY AND PROCEDURE TO BE FOLLOWED FOR THIS PURPOSE
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Each shareholder who is entitled to attend the Annual General Meeting and has provided evidence of this to the Company
in accordance with the stipulations of Section III of this invitation has the right to appoint a proxy to attend the
Annual General Meeting on behalf of such shareholder and to have the same rights as such shareholder whom he/she
represents.
The proxy must be granted in text form pursuant to Section 13 (2) Austrian Stock Corporation Act (AktG) to a specific
person (natural or legal person), whereby it is also possible to grant proxy to several persons. A proxy may be granted
both before and during the Annual General Meeting.
We offer the following communication channels and addresses for the transmission of proxy documents:
By post or courier SCHOELLER-BLECKMANN OILFIELD
EQUIPMENT Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By telefax +43 (0)1 8900 500 50
By e-mail anmeldung.sbo@hauptversammlung.at
(Please send proxy documents in PDF format)
Via SWIFT GIBAATWGGMS
(Message Type MT598 or MT599,
reference to ISIN AT0000946652 must be included)
In person at registration for the Annual General Meeting at the location of the Meeting
The proxy documents must be received at one of the aforementioned addresses by 24 April 2024, 12:00 noon, unless they
are presented at the entrance and exit control of the Annual General Meeting on the day of the Annual General Meeting.
A proxy form and a revocation form are available on the Company's website at www.sbo.at/hauptversammlung. In the
interest of a smooth processing, we kindly ask you to always use the provided forms.
Detailed information on 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 a shareholder has granted a proxy to their custodian bank (Section 10a Austrian
Stock Corporation Act (AktG)), it is sufficient for the credit institution to declare that it was granted proxy, in
addition to transmitting the deposit confirmation to the Company by the designated means.
Shareholders may exercise their rights in person at the Annual General Meeting even after proxy has been granted.
Personal attendance is considered as revocation of a previously granted proxy.
The above provisions on the granting of proxies shall apply mutatis mutandis to the revocation of proxies.

Independent proxy
As a special service, we offer our shareholders the option to have their voting rights exercised by an independent
proxy appointed by the Company. Attorney, Mag. Ewald Oberhammer, LL.M. will be available for the Annual General Meeting
as an independent proxy and will represent these shareholders. The costs of the independent proxy are borne by
SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft. All other costs, in particular the bank charges for the
deposit confirmation or postage costs, are to be borne by the shareholder.
For granting the proxy to Attorney, Mag. Ewald Oberhammer, LL.M., use the special form made available on the Company's
website at www.sbo.at/hauptversammlungno later than 4 April 2024. The proxy must be received in a timely manner (no
later than 24 April 2024,
12:00 noon, Vienna time) exclusively at one of the following addresses:
By post or courier SCHOELLER-BLECKMANN OILFIELD
EQUIPMENT Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By telefax +43 (0)1 8900 500 50
By e-mail oberhammer.sbo@hauptversammlung.at
(Please send proxy documents in PDF format)
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If Attorney, Mag. Ewald Oberhammer, LL.M. is granted proxy, Attorney, Mag. Ewald Oberhammer, LL.M. exercises the voting rights exclusively on the basis of the instructions issued by the shareholder, which can be indicated on the special proxy form. If no instructions have been indicated, the representative will vote in favor of the resolutions proposed by the Executive Board and the Supervisory Board. Please note that the proxy does not accept orders to speak, to appeal against resolutions of the general meeting or to ask questions or present motions.

The proposed resolutions that are put to the vote will be published by the Company on the website at www.sbo.at/ hauptversammlung.

V. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO SECTIONS 109, 110, 118, AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)

1. Supplement to the Agenda by shareholders pursuant to Section 109 Austrian Stock Corporation Act (AktG)

Shareholders whose aggregate shareholdings reach 5% of the Company's share capital and who have held these shares for at least three months prior to the submission of the proposal may request in writing that additional items be added to the Agenda of this Annual General Meeting and that they are announced, provided that such request is received by the Company in written form by mail or courier no later than 4 April 2024 (midnight, Vienna time) solely at its address SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft, Attn. Manuela Scheiber, 2630 Ternitz, Hauptstraße 2 or, if by e-mail, with a qualified electronic signature to the e-mail address m.scheiber@sbo.co.at or by SWIFT to the address GIBAATWGGMS.

In writing" means signed by hand or by corporate signature by each applicant or, if by e-mail, by qualified electronic signature or, if by SWIFT, by Message Type MT598 or Type MT599, with ISIN AT0000946652 being necessarily indicated in the text in the case of ordinary shares.

Each item on the Agenda so requested must be accompanied by a proposal for a resolution including a statement of reasons. The item and the proposed resolution, but not its statement of reasons, shall in any case be written in German as well. The shareholder status is to be demonstrated by presenting a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) which confirms that the shareholders submitting the request have been holders of the shares for at least three months prior to the submission of the request and which must not be more than seven days old when presented to the Company. Several deposit confirmations for shares which only jointly reach the required extent of participation of 5% of the share capital must refer to the same point of time (day, time).

For other requirements for the deposit confirmation, please refer to the explanations on the right to attend (Section III).

2. Shareholders' proposals for resolution regarding the Agenda pursuant to Section 110 Austrian Stock Corporation Act (AktG)

Shareholders whose aggregate shareholdings reach 1% of the Company's share capital may submit in text form proposals for resolution including a statement of reasons and request that such proposals be made available on the Company's website which is registered in the Register of Companies (Firmenbuch), together with the names of the respective shareholders, the (mandatory) statement of reasons, and the statements, if any, of the Executive Board or the Supervisory Board, provided that such request is received by the Company in text form no later than 16 April 2024 (midnight, Vienna time) either by mail or courier to SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft, Attn. Manuela Scheiber, 2630 Ternitz, Hauptstraße 2 or by email to m.scheiber@sbo.co.at, whereby the request is to be attached to the e-mail in text form, for example as pdf. If text form within the meaning of Section 13 (2) Austrian Stock Corporation Act (AktG) is prescribed for statements, the statement must be made in a document or in another manner suitable for permanent reproduction in written characters, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its statement of reasons, shall in any case be written in German as well.

If proposals are made on the election of a member to the Supervisory Board, the statement of reasons is replaced by a statement of the suggested candidate, pursuant to Section 87 (2) Austrian Stock Corporation Act (AktG).

Shareholder ownership is to be demonstrated by submitting a deposit confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG) which must not be more than seven days old when presented to the Company. In the case of several shareholders who only jointly reach the required shareholding of 1% of the share capital, the deposit confirmations for all shareholders must refer to the same day and time.

For other requirements for the deposit confirmation, please refer to the explanations on the right to attend (Section III).

3. Information pursuant to Section 110 (2) Sentence 2 in conjunction with Section 86 (7) and (9) Austrian Stock Corporation Act (AktG)

In regard to item 6. "Election of two persons to the Supervisory Board" and to any submission of a corresponding nomination by shareholders pursuant to Section 110 Austrian Stock Corporation Act (AktG), the Company provides the following information:

Section 10 (1) of the Articles of Association of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft stipulates that the Supervisory Board shall consist of four to six members appointed by the General Meeting.

Note that the works council has not delegated any members to the Supervisory Board pursuant to Section 110 Austrian Labor Constitutional Act (ArbVG) and therefore no statement is made as to whether an objection has been declared pursuant to Section 86 (9) Austrian Stock Corporation Act (AktG).

The Supervisory Board of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft currently consists of five members elected by the Annual General Meeting (shareholders' representatives).

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