EANS-Adhoc: phion AG
Extraordinary General Meeting
Intended Changes of
Supervisory Board Members
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Company Information
20.10.2009
The management board of phion AG convenes an extraordinary General Meeting of the shareholders on Friday, November 13th, 2009 at 3 p.m.. The meeting will be held at the phion AG premises in 6020 Innsbruck, Eduard-Bodem-Gasse 1, with the following agenda:
Agenda
1. Resolution on the reduction from currently four to three members of the Supervisory Board to be elected by the General Meeting; 2. Election of three members of the Supervisory Board due to the resignation from office of all previous members of the Supervisory Board to be elected by the General Meeting; 3. Resolution on the change of the fiscal year period which shall begin on March 1st and ends on the last day of February of the next calendar year, as well as on the insertion of a short fiscal year from April 1st, 2009 to February 28th, 2010; 4. Resolution on the amendment of the Articles of Association of the company at clause XXIV. "Fiscal year - Annual Financial Statement, Dividend", in such manner that clause 24.1 shall be read as follows: "The fiscal year of the company begins on March 1st and ends on the last day of February of the next calendar year. A short fiscal year is being inserted for the period from April 1st, 2009 to February 28th, 2010".
Documents
Following documents are available for consultation to the shareholders at the seat of the company.
(i) Submission of candidates for the Supervisory Board pursuant to art. 87
sec 2 Austrian Stock Corporation Act ("Aktiengesetz", "AktG"), including their
expertise, professional or comparable functions as well as the declaration on
the absence of recusal reasons.(ii) Proposal for resolution on agenda items 1., 2., 3. and 4.;
(iii) Draft of the amended Articles of Association of the company in accordance with item 4 of the agenda concerning clause XXIV. "Fiscal year - Annual Financial Statement, Dividend" at point 24.1 and a comparison of the current and proposed version of point 24.1 of the Articles of Association.
The invitation to the extraordinary General Meeting, along with the documents mentioned in (i) to (iii) (inclusively) above, can be obtained free of charge at the company premises from October 21st, 2009 onwards or downloaded from the company website (www.phion.com) under Investor Relations. All forms for the appointment or revocation of a proxy pursuant to art. 114 AktG are also available on the website.
Reference to the rights of the shareholders (art. 106 subsec. 5 AktG)
As set forth in art. 109 AktG, shareholders holding together at least 5% of the share capital are entitled to request in writing the inclusion of items on the agenda of the General Meeting, as well as their notification. A proposal for resolution and a statement of grounds must be enclosed to every item thereby included. The applicants must have owned their respective shares for at least three months and the request must reach the company 19 days before the General Meeting at the latest, i.e. no later than October 25th, 2009.
As set forth in art 110 AktG, shareholders holding together at least 1% of the share capital are entitled to submit in writing proposals for resolution on any items of the agenda. The proposal for resolution along with a statement of grounds, the name of the submitting shareholders and the response of the Management Board or the Supervisory Board (if applicable), must be made available on the website of the company upon request of the applicants. To be admissible, the request must reach the company no later than 7 working days before the General Meeting, i.e. by November 4th, 2009 at the latest. By submission of candidates for the Supervisory Board, the declaration pursuant to art. 87 sec 2 AktG replaces the statement of grounds.
As set forth in art. 118 AktG, every shareholder is entitled, during the General Meeting, to be provided with information regarding the businesses of the company, as far as necessary for a correct evaluation of an agenda item. The request for information can be denied when, after reasonable commercial consideration, the information to be provided is likely to cause a significant prejudice to the company or to an affiliated company or if providing the information would be punishable by law.
Shareholders rights which are connected with the holding of the
shares during a certain period of time can only be exercised when the
quality of shareholders for the relevant period of time can be proved
by the deposit certificate ("Depotbestätigung"), as set forth in art.
10a AktG.Further information on shareholders rights pursuant arts. 109, 110 and 118 AktG are available on the company website (www.phion.com) under Investor Relations.
Right to attend, deposit certificates ("Depotbestätigung"), record
date and representation (art. 106 subsec. 6, subsec. 7 and subsec. 8
AktG)Due to the amendments of the Austrian Stock Corporation Act, the stipulations of the Articles of Association concerning the convocation and the deposit of shares to attend the General Meeting are not applicable. Pursuant to art. 111 sec. 1 AktG as amended, the right to attend the General Meeting and the exercise of shareholders rights are determined by the equity holding at the end of the 10th day before the General Meeting (Record date). Consequently, only the shareholders having this status at the end of the 10th day before the General Meeting (Record date) are entitled to attend the General Meeting and exercise the shareholders rights. The record date is November 3rd, 2009, 12.00 p.m. Vienna local time.
The shareholder quality on the record date shall be evidenced by the deposit of the shares with the company by means of a deposit certificate in accordance with art. 10a AktG, which shall reach the company no later than three working days before the General Meeting, i.e. by November 10th, 2009 at the latest; either via post (6020 Innsbruck, Eduard-Bodem-Gasse 1. attn. Mag. Günter Klausner), telefax (+43 508100 20, attn. Mag. Günter Klausner) or email with qualified electronic signature to g.klausner@phion.com (Mag. Günter Klausner). The deposit certificate must be issued by a custodian bank having its seat within the European Union or in a country being full member of the OECD, and contain at least the information required in art. 10a sec. 2 AktG. To evidence the current quality of shareholder, the deposit certificate shall not be older than seven days on the day of the submission. Deposit certificates may be issued in German or English.
Every shareholder entitled to attend the General Meeting may appoint a natural or legal person as representative. The company itself, a Member of the Management Board or of the Supervisory Board, can only exercise a delegated voting right which was granted along with specific instruction on every agenda item. The power to exercise a delegated voting right must be granted in writing to a specific person. Every shareholder may use the standard form provided by the company on its website (www.phion.com), which also enables to grant restricted power of representation. The use of this standard form is not mandatory. The power to exercise a delegated voting right must be sent to the company via post (6020 Innsbruck, Eduard-Bodem-Gasse 1), telefax (+43 508100 20, attn. Mag. Günter Klausner) or email to g.klausner@phion.com (Mag. Günter Klausner). The power of representation will be retained by the company. If a shareholder has granted power to his custodian bank (§ 10a AktG), it is sufficient that the custodian bank makes a statement, in addition to the transfer of the deposit certificate, declaring that it has been granted power to exercise the voting rights. The precedent stipulations in respect to the granting of delegated voting rights analogously apply to the revocation of that power.
Total number of shares and voting rights at the time of convocation (Art. 106 subsec. 9 AktG and Art. 83 para. 2 subsec. 1 BörseG)
At the time of convocation of the General Meeting, the total share capital of the company amounts to 800,000, divided into 800,000 no-par-value bearer shares. Every share grants one voting right. At the time of convocation, the company does not hold any of its own shares. The company has not issued more than one class of shares.
In order to ensure a time efficient meeting, questions which answers require a longer preparation period should be addressed to the management board timely before the General Meeting.
The invitation to the General Meeting will be released on October
21st, 2009 in the official Gazette Wiener Zeitung. The invitation,
along with the agenda and the documents and information to be
provided to the shareholders in accordance with the Austrian Stock
Corporation Act ("Aktiengesetz"), can be obtained free of charge at
the company premises from October 21st, 2009 onwards or downloaded
from the company website (www.phion.com) under Investor Relations.The company has been given pre-notice by all current members of the Supervisory Board of their intention to resign from office as at the end of the General Meeting to be held on November 13th, 2009.
Further inquiry note:
Constanze Liebenau
Eduard-Bodem-Gasse 1
Tel. +43 (0) 508 100
Email: c.liebenau@phion.com
Branche: Computing & Information Technology
ISIN: AT0000PHION3
WKN:
Index: mid market
Börsen: Wien / Regulated free trade