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EANS-News: ams AG
Convocation of Annual General Meeting
-------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Annual & Special Corporate Meetings ams AG Company Register Number 34109 k ISIN AT0000A18XM4 CONVOCATION We herewith invite our shareholders to the Annual General Meeting of Shareholders of ams AG to be held on Friday, June 9, 2017 at 10.00 a.m.at the Company?s premises at A-8141 Premstaetten, Tobelbader Strasse 30. AGENDA 1. Presentation of the annual accounts including the report of the management board, 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 2016. 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 2016. 4. Resolution on the release of the members of the supervisory board for the business year 2016. 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 2017. 7. Resolution on cancellation of conditional capital in accordance with § 159 par. 2 sub-par. 3 Austrian Stock Corporation Act (AktG) pursuant to the resolution adopted by the annual General Meeting dated May 19, 2005 and resolution on the amendment of the Articles of Association in Article 3 ,,Nominal Capital and Stock" by removal and deletion of par. 5. 8. Resolution on the creation of new authorized capital [Authorized Capital 2017] i) under consideration of the statutory subscription right, as well in in the sense of indirect subscription rights pursuant to § 153 para 6 Austrian Stock Corporation Act (AktG), ii) with the authorization to exclude subscription rights, iii) with the option of issuing the new shares against contributions in kind, and iv) the amendment of the Articles of Association in § 3 para 4. 9. Resolution on the authorization of the Management Board to issue financial instruments within the meaning of § 174 Austrian Stock Corporation Act (AktG), in particular convertible bonds, profit bonds, profit participation rights, which may also grant the subscription and / or conversion right to the acquisition of shares of the company, also with the authorization to exclude the share capital Shareholders' right to the financial instruments. 10. Resolution on the conditional increase of share capital of the Company in accordance with § 159 par. 2 sub-par. 1 Austrian Stock Corporation Act (AktG) to be issued to creditors of financial instruments [Conditional Capital 2017 for financial instruments]. 11. Adoption of Resolutions on the authorization of the Management Board a) to acquire own stock in accordance with Article 65 par. 1 sub-par. 4 and 8 as well as par. 1a and par. 1b Austrian Stock Corporation Act (AktG) either through the stock exchange or outside of the stock exchange to an extent of up to 10% of the share capital, also with exclusion of the proportional right of disposal which might be associated with such an acquisition (reversal of exclusion of subscription rights), b) to decide pursuant to Article 65 par. 1b Austrian Stock Corporation Act (AktG) for the sale respectively use of own stock on any other mode of disposal for the sale of own stock than via the stock exchange or through a public offering under corresponding application of the provisions of the exclusion of subscription rights of the stockholders, c) to reduce the share capital by calling in these own stock without the need of any further resolution to be adopted by the General Meeting, d) to acquire by revocation of the authorization own stock that have not been fully used so far according to the resolution adopted at the General Meeting of June 06, 2015 on item 9 of the agenda. 12. Report concerning the volume, the purchase and sale of own stock pursuant to Article 65 para 3 (AktG) and presentation of the new SSOP 2017. DOCUMENTS FOR THE ANNUAL GENERAL MEETING The following documents will be accessible on May 19, 2017on the Internet under www.ams.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 2016, · Report of the Management Board in accordance with § 170 par. 2 AktG and § 153 par. 4 S 2 Austrian Stock Corporation Act (AktG) - exclusion of subscription rights and authorized capital 2017 to TOP 8, · Report of the Management Board on the exclusion of subscription rights for convertible bonds according to § 174 par.4, § 153 Par. 4 Austrian Stock Corporation Act (AktG) to TOP 9 und 10, · Report of Supervisory Board and Management Board in accordance with §§ 65 par. 1b and § 170 par. 2, § 153 par. 4 S 2 and S 3 and § 159 par.2 Z 3 Austrian Stock Corporation Act (AktG) to TOP 11, · 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 AND 118 Austrian Stock COrporation Act (AktG) Additions of Shareholders to the agenda Shareholders, whose shares jointly represent 5 % of the share capitaland 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 A-8141 Premstaetten, Tobelbader Strasse 30, General Counsel, Jann H. Siefken at the latest on May 19, 2017. 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. Proposals of Shareholder to the agenda 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 May 30, 2017 either by fax to +43 3136 500 92100 or at ams AG, A-8141 Premstaetten, Tobelbader Strasse 30, General Counsel, Jann H. Siefken, or by e-mail email@example.com, 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. Right to information 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. Any questions that require longer preparation should, in the interest of an efficient session, be submitted in text form to the Management Board in due time prior to the general meeting. Questions may be submitted by post to ams AG at the address Tobelbader Straße 30, 8141 Premstaetten, Moritz Gmeiner, Investor Relations, or by e-mail firstname.lastname@example.org. Applications at the general meeting Each shareholder is - irrespective of a specific share ownership - entitled to make applications at the general meeting to each item on the agenda. Prerequisite is the right to attend the general meeting. Information on the website 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.ams.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 May 30, 2017, 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 June 06, 2017(24:00 h). (i) applying for written transmission of the deposit certificate By post or by messenger ams AG Tobelbader Strasse 30 A-8141 Premstaetten By e-mail with certified electronic signature email@example.com, (whereas the deposit certificate can be acknowledged in PDF format) Via SWIFT: GIBAATWGGMS (Message Type MT598 and MT599; please indicate indispensable ISIN AT0000A18XM4 in the text) (ii) applying for transmission of the deposit certificate in text-form, sufficient according to § 17 para 3 of the statute of the corporation. Via telefax: + 43 (0) 1 8900 500 86 Via e-mail firstname.lastname@example.org (whereas the deposit certificate can be acknowledged in PDF format) The shareholders are requested to contact their custodian bank and to arrange for the issuance and delivery of a deposit confirmation. The verification key date has no effect on the divestiture of the shares and has no significance for dividend entitlement. 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 AT0000A18XM4, · 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 May 30, 2017 referred to above. The deposit certificate is accepted in both German and English languages. 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 listed below: By post or by messenger ams AG Tobelbader Strasse 30 8141 Premstaetten By fax +43 (1) 8900 500 - 86 By e-mail email@example.com, whereas the power of attorney must be attached to the e-mail in text format, e.g. as PDF file. Via SWIFT: GIBAATWGGMS - Message Type MT598; please indicate indispensable ISIN AT0000A18XM4 in the text. 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.ams.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 June 8, 2017. The above provisions for granting a power of attorney (proxy) shall analogously apply to the revoking of a power of attorney (proxy). As a special service to shareholders, an independent proxy shall be available for voting subject to directives in the general meeting, this being Walter Pisk, Notary, A-8010 Graz, Raubergasse 20; a special proxy form is available on the website of the Company under www.ams.com. TOTAL OF SHARES AND VOTING RIGHTS The share capital of the Company amounts to a nominal of EUR 84,419,826.-- and is divided into 84,419,826 no-par value shares. Each share granting one vote. The Company holds on the date of April, 13, 2017 1,392,055 own shares for which it does not have any rights. The total number of voting rights at the date of the convocation amounts to 83,027,771. 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 identification document. Entrance to pick up voting cards shall be at 9.00 a.m. Premstaetten, April 2017 The Board of Management Further inquiry note: Moritz M. Gmeiner Vice President Investor Relations Tel: +43 3136 500-31211 Fax: +43 3136 500-931211 Email: firstname.lastname@example.org end of announcement euro adhoc -------------------------------------------------------------------------------- company: ams AG Tobelbader Strasse 30 A-8141 Premstaetten phone: +43 3136 500-0 FAX: +43 3136 500-931211 mail: email@example.com WWW: www.ams.com sector: Technology ISIN: AT0000A18XM4 indexes: stockmarkets: official dealing: SIX Swiss Exchange language: English