EANS-News: ams AG Convocation of Annual General Meeting
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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
agm@ams.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
investor@ams.com.
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 anmeldung.ams@hauptversammlung.at,
(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 anmeldung.ams@hauptversammlung.at
(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 anmeldung.ams@hauptversammlung.at, 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: investor@ams.com
end of announcement euro adhoc
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company: ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
sector: Technology
ISIN: AT0000A18XM4
indexes:
stockmarkets: official dealing: SIX Swiss Exchange
language: English