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Annual & Special Corporate Meetings
Unterpremstaetten (euro adhoc) - We herewith invite our shareholders to the
Annual General Meeting of Shareholders of austriamicrosystems AG to be held on
Thursday, 24 May 2012 at 10.00 a.m. at the Company's premises at Schloss
Premstätten, A-8141 Unterpremstätten, Tobelbaderstrasse 30.
1. Presentation of the annual accounts including the report of the management
board and the corporate governance report, the group accounts together with the
group annual report, the proposal for the appropriation of the profit and the
report of the supervisory board for the business year 2011.
2. Resolution on the appropriation of the balance-sheet profit.
3. Resolution on the release of the members of the management board for the
business year 2011.
4. Resolution on the release of the members of the supervisory board for the
business year 2011.
5. Resolution on the remuneration for the members of the supervisory board.
6. Resolution on the election of the auditor and the group auditor for the
business year 2012.
7. Resolution on
a. the creation of a new Authorized Capital, also including the authorization to
exclude subscription rights and the option to issue the new shares against
contribution in kind [Authorized Capital 2012],
b. the cancellation of the Authorized Capital adopted by the Annual General
Meeting on 26. May 2011.
8. Resolution on the authorization of the management board to issue financial
instruments pursuant to § 174 Austrian Stock Corporation Act (AktG), in
particular convertible bonds, participating bonds, profit participation rights
which grant the right of subscription and/or conversion of shares of the
9. Resolution on the conditional increase of the share capital pursuant to § 159
section 2 paragraph 1 Austrian Stock Corporation Act (AktG) for issuing to
creditors of financial instruments (Conditional Capital 2012).
10. Resolution on the amendment of the Articles of Association, in particular
change of the company, change with regard to the Authorized Capital 2012, the
Conditional Capital 2012 pursuant to § 159 section 2 paragraph 1 Austrian Stock
Corporation Act (AktG) and the adjustments to the changed statutory provisions -
Company Law Amendment Act 2011.
11. Report on the SOP 2009.
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents will be accessible on 03 May 2012 on the Internet under
www.austriamicrosystems.com at the latest and will also be available at the
Annual General Meeting.
- Annual accounts with the report of the management board,
- Corporate Governance report,
- Annual group accounts with the group annual report,
- Resolution on the appropriation of the result,
- Report of the supervisory board,
each for the business year 2011,
- Proposed resolutions for the items 2-10 on the agenda,
- Report of management board to TOP 7 - Authorized Capital 2012, Exclusion of
- Report of management board to TOP 8 - Financial instruments pursuant to § 174
Austrian Stock Corporation Act (AktG),
- Report of management board to TOP 9 - Conditional Capital 2012,
- Articles of Association by making the proposed changes apparent,
- Form for granting a power of attorney,
- Form for revoking a power of attorney,
- Complete text of this invitation
NOTICE REGARDING THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109, 110 UND 118
AUSTRIAN STOCK CORPORATION ACT (AKTG)
Shareholders, whose shares jointly represent 5 % of the share capital and who
have been owners of these shares for at least three months before filing an
application, can request in writing, that additional items are placed and made
public on the agenda of this general meeting, if such a request in written form
is received exclusively by the Company at the address Schloss Premstätten,
A-8141 Unterpremstätten, Tobelbaderstrasse 30, General Counsel, Jann H. Siefken
at the latest on 03. May 2012. Each item requested in this manner must include a
proposal for resolution plus a justification. To prove shareholder
qualifications a deposit certificate pursuant to § 10a Austrian Stock
Corporation Act (AktG) shall be sufficient for bearer shares kept in deposit, in
which it is confirmed that the requesting shareholders have been shareholders
for at least three months before filing such request and which must not be older
than seven days upon presentation to the Company. As regards the other
requirements for a deposit certificate please see the specifications regarding
the right to attend.
Shareholders, whose shares jointly represent 1% of the share capital, may submit
in text form proposals for the passing of resolutions plus justifications on
each item on the agenda, and may request that these proposals including
justifications and statements of the management board or the supervisory board,
if any, are made available on the website of the Company, if this request is
received in written text form by the Company at the latest on 14. May 2012
either by fax to +43 (3136) 500 5420 or at austriamicrosystems AG, Schloss
Premstätten, A-8141 Unterpremstätten, Tobelbaderstrasse 30, General Counsel,
Jann H. Siefken, or by e-mail firstname.lastname@example.org, whereas the request
in text form, such as a PDF file must be attached to the e-mail. To prove the
shareholding in order to exercise this shareholder right, submission of a
deposit certificate pursuant to § 10a Austrian Stock Corporation Act (AktG)
shall be sufficient, which at the time of presentation to the Company must not
be older than seven days. As regards the other requirements for the deposit
certificate please see the specifications regarding the right to attend.
Each shareholder must - upon request - be informed in the general meeting on the
matters concerning the Company, to the extent that such information is necessary
to appropriately assess an item on the agenda.
The provision of information may be refused to the extent that it might be
liable according to reasonable entrepreneurial assessment to cause serious
damage to the Company or an affiliated company or if provision of such
information could lead to prosecution under the law.
Further information on these rights of the shareholders pursuant to §§ 109, 110,
118 and 119 Austrian Stock Corporation Act (AktG) shall be available with
immediate effect on the website of the Company www.austriamicrosystems.com.
VERIFICATION KEY DATE AND ATTENDANCE OF GENERAL MEETING
The right to attend the general meeting and to exercise the voting right and the
other shareholder rights, which are to be asserted in the general meeting depend
on the shareholding as of 14. May 2012, 12:00 midnight, Vienna time
(verification key date).
Only such persons shall be entitled to attend the general meeting, who are
shareholders on the key date and can verify this to the Company.
For bearer shares that are kept in a deposit the verification of the
shareholding on the verification key date shall be a deposit certificate
pursuant to § 10a Austrian Stock Corporation Act (AktG), which shall be
transmitted to the Company exclusively to one of the following addresses at the
latest by 21. May 2012.
By post or by messenger
By fax +43 (1) 8900 500 - 86
By e-mail email@example.com, whereas the deposit
certificate must be attached in text format to the e-mail, e.g. as PDF file
austriamicrosystems AG is not accepting deposit receipts and declarations
pursuant to § 114 section 1 fourth sentence Austrian Stock Corporation Act
(AktG) by way of an international, especially secure communications network for
financial institutions (SWIFT) since other electronic communication paths (fax
and e-mail) are provided instead. This is because, austriamicrosystems AG
provided SWIFT as electronic communication path in each of the two previous
annual general meetings but the depositary financial institutions did not make
significant use of it.
DEPOSIT CERTIFICATE PURSUANT TO § 10A AUSTRIAN STOCK CORPORATION ACT (AKTG)
The deposit certificate must be issued by a credit institution maintaining
deposits which has its seat in a member state of the European Economic Area or
in a full member state of the OECD and must include the following information:
- Information on the issuer : Name/Firm and address or a code which is customary
in the transactions between credit institutions (SWIFT Code),
- Information on the shareholder: Name/firm, address, date of birth of natural
persons, if applicable register and register number of legal persons,
- Information on the shares : number of shares of the shareholder, ISIN
- Deposit number and/or other designation,
- Date to which the deposit certificate relates.
Extending beyond this, the deposit certificates of SIX SegaInterSettle AG,
Olten, Switzerland are accepted.
The deposit certificate as proof of the shareholding for attending the general
meeting must relate to the verification key date 14. Mai 2012 referred to above.
The deposit certificate is accepted in both German and English languages.
Shareholders are not blocked by a registration for a general meeting or
transmission of a deposit certificate; Shareholders shall be free to dispose of
their shares also subsequent to their registration or transmission of a deposit
REPRESENTATION BY PROXY
Each shareholder entitled to attend the general meeting has the right to appoint
a proxy who attends the general meeting on behalf of the shareholder and has the
same rights as the shareholder whom he represents.
A proxy must be granted to a certain person (a natural or legal person) in text
format, whereas several persons may be granted proxy.
This proxy must be sent to the Company exclusively to one of the addresses
By post or by messenger
By fax +43 (1) 8900 500 - 86
By e-mail firstname.lastname@example.org, whereas the power
of attorney must be attached to the e-mail in text format, e.g. as PDF file
On the day of the general meeting only:
In person: at the registration for the general assembly at the venue
A power of attorney (proxy) form and a form for revoking the power of attorney
(proxy) will be sent upon request and can be downloaded from the homepage of
company under www.austriamicrosystems.com.
If the power of attorney is not submitted personally at the day of the general
meeting upon registration then it must be received by the Company at the latest
at 4 p.m. on 23. May 2012.
The above provisions for granting a power of attorney (proxy) shall analogously
apply to the revoking of a power of attorney (proxy).
If a shareholder has granted a power of attorney (proxy) to his deposit carrying
credit institution, then it shall be sufficient if this institution makes a
declaration together with the deposit certificate that it was granted power of
attorney (proxy). For transmitting this declaration § 10a section 3 Austrian
Stock Corporation Act (AktG) shall apply accordingly.
As a special service to shareholders, an independent proxy shall be available
for voting subject to directives in the general meeting, this being Dr. Walter
Pisk, Notary, A-8010 Graz, Raubergasse 20; a special proxy form is available on
the website of the Company under www.austriamicrosystems.com.
TOTAL OF SHARES AND VOTING RIGHTS
The share capital of the Company amounts to a nominal of EUR 33,315,872.49, and
is divided into 13,753,092 no-par value shares. Each share granting one vote. As
of 20. April 2012 the Company holds 1.141.160 own shares for which it does not
have any rights. The total number of shares entitled to attend and vote amounts
To guarantee smooth proceedings at the entrance control, the shareholders are
asked to appear in good time at the venue of the general meeting before it
commences. The shareholders are requested to bring an official photo
Entrance to pick up voting cards shall be at 9.00 a.m.
Vienna, April 2012
The Board of Management
Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-5970
Fax: +43 3136 500-5420
end of announcement euro adhoc
company: austriamicrosystems AG
phone: +43 3136 500-0
FAX: +43 3136 500-5420
stockmarkets: official dealing: SIX Swiss Exchange