EANS-News: austriamicrosystems AG Invitation to Extraordinary General Meeting
(ISIN AT0000920863)
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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Annual & Special Corporate Meetings
Unterpremstaetten, August 2, 2011 (euro adhoc) - We herewith invite our
shareholders to the
Extraordinary General Meeting of Shareholders of austriamicrosystems AG
to be held on Thursday, August, 25. 2011, at 10.00 a.m. at the Company´s
premises at Schloss Premstätten, A- 8141 Unterpremstätten, Tobelbaderstrasse 30.
AGENDA
1. Resolution on the amendment of Article 8 par. (1) Articles of
Association (increasing the number of Supervisory Board members to a maximum of
twelve).
2. Resolution on the amendment of Article 21 par. (2) Articles of
Association (removal of members of the Supervisory Board from office will in
future require a majority of three quarters of the votes cast)
3. Appointment of members of the Supervisory Board
4. Report on the SOP TAOS (Texas Advanced Optoelectronic Solutions, Inc.)
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents are available for inspection by the shareholders in the
business premises at the registered seat of the company at Schloss Premstätten,
8141 Unterpremstätten, Tobelbaderstrasse 30, Investor Relations, Moritz M.
Gmeiner, on August, 04. 2011 at the latest:
- Proposed resolutions for the items 1-3 on the agenda,
- Declaration of candidates for the election to the Supervisory Board according
to item 3 on the agenda pursuant to § 87 (2) AktG.
These documents, as also the complete text of this convocation and the form for
granting or withdrawing proxy pursuant to § 114 Austrian Stock Corporation Act
(AktG) shall also be accessible at the latest on August, 04 2011 on the Internet
under www.austriamicrosystems.com and will also be available at the Annual
General Meeting.
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, Dr. Jann H.
Siefken at the latest on August, 08. 2011. 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 August, 16. 2011
either by fax to +43 (3136) 500 5420 or at austriamicrosystems AG, Schloss
Premstätten, A-8141 Unterpremstätten, Tobelbaderstrasse 30, General Counsel, Dr.
Jann H. Siefken, or by e-mail agm@austriamicrosystems.com, whereas the request
in text form, such as a PDF file must be attached to the e-mail. On the making
of a proposal for the election of a supervisory board member the statement of
the proposed person pursuant to § 87 section 2 Austrian Stock Corporation Act
(AktG) shall replace the justification. 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.
Each shareholder is entitled to submit an application to each agenda-item of the
general meeting. Precondition is the proof of eligibility according to the
convening. It is expressly noted that: persons for election to the Supervisory
Board (agenda item 2) can only be proposed by shareholders whose shares jointly
represent at least 1% of the share capital. Such nominations must be submitted
latest by August, 16. 2011, as described above.
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
Due to amendments of the Austrian Stock Corporation Act (AktG) by the Austrian
Stock Corporation Amendment Act 2009 the provisions of the Articles of
Association on the convocation of the general meeting, the deposit of the shares
for the attendance and voting rights and the attendance and voting rights at the
general meeting shall not apply.
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 August, 15. 2011, 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 August, 22. 2011.
By post or by messenger
austriamicrosystems AG
Schloss Premstätten
Tobelbaderstrasse 30
A-8141 Unterpremstätten
By SWIFT
GIBAATWGGMS
Message type MT598, please state ISIN AT0000920863 in text under all
circumstances
By fax
+43 (1) 8900 500 - 86
By e-mail
anmeldung.austriamicrosystems@hauptversammlung.at, whereas the deposit
certificate must be attached in text format to the e-mail, e.g. as PDF file
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
AT0000920863,
- 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 August, 15. 2011 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
certificate.
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
austriamicrosystems AG
Schloss Premstätten
Tobelbaderstrasse 30
8141 Unterpremstätten
By fax
+43 (1) 8900 500 - 86
By e-mail
anmeldung.austriamicrosystems@hauptversammlung.at, 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 August, 24. 2011.
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
Per July 25. 2011, the share capital of the Company amounts to a nominal of EUR
33,370,413.45, divided into 13.775.607 no par value share, each share granting
one vote. As of July, 25. 2011 the Company holds 950.018 own shares for which it
does not have any rights. The total number of shares entitled to attend and vote
amounts to 12.825.589 at the time of the convocation of the general meeting.
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.
Unterpremstaetten, August 2011
The Board of Management
Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-5970
Fax: +43 3136 500-5420
Email: investor@austriamicrosystems.com
end of announcement euro adhoc
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company: austriamicrosystems AG
Schloß Premstaetten
A-8141 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-5420
mail: investor@austriamicrosystems.com
WWW: www.austriamicrosystems.com
sector: Technology
ISIN: AT0000920863
indexes:
stockmarkets: official dealing: SIX Swiss Exchange
language: English