EANS-News: ams AG Convocation of the Extraordinary General Meeting
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Annual & Special Corporate Meetings
Premstaetten - ams AG
Company Register Number FN 34109 k
ISIN AT0000A18XM4
C O N V O C A T I O N
of the General Meeting
We herewith invite our shareholders to the
extraordinary General Meeting of ams AG
on Friday, January 24, 2020 at 12.00 (noon) Vienna time at the company´s
premises at A-8141 Premstaetten, Tobelbader Strasse 30.
AGENDA
1. Resolution on the ordinary increase of the share capital of the company by
way of a rights issue pursuant to sec. 149 et seq AktG against cash
contribution and protecting the shareholders' statutory subscription rights
DOCUMENTS FOR THE GENERAL MEETING (sec. 106 no. 4 AktG)
In particular, the following documents will be accessible on the company's
website www.ams.com/general- [http://www.ams.com/general-meeting] meeting [http:
//www.ams.com/general-meeting]as of January 03, 2020 at the latest:
* Proposal of Resolution to agenda item 1;
* Forms for granting a power of attorney;
* Form for revoking a power of attorney;
* Complete text of this convocation.
SHAREHOLDER INFORMATION ON DATA PROCESSING
ams AG processes personal data of shareholders (in particular those pursuant to
sec. 10a para 2 Austrian Stock Corporation Act ("AktG"), i.e. name, address,
date of birth, number of the securities account, number of shares of the
shareholder, if applicable share class, number of the voting card, and, if
applicable, name and date of birth of the authorized representative[s]) in
accordance with the applicable data protection laws, in particular the European
General Data Protection Regulation ("GDPR") and the Austrian Data Protection
Act, in order to enable the shareholders to exercise their rights at the general
meeting.
The processing of the personal data of shareholders is a mandatory requirement
for the attendance and participation of shareholders and their representatives
at the general meeting. The legal basis for processing is Article 6 para 1 lit.
(c) GDPR.
ams AG is the responsible body for processing. ams AG makes use of several
external service providers (such as for example public notaries, attorneys,
banks, IT-providers, etc) for the purposes of holding of the general meeting.
These service providers of ams AG will only receive certain personal data from
ams AG which are necessary for the rendering of the commissioned service and
will process the data exclusively pursuant to the instructions of ams AG. ams AG
has concluded respective agreements under data protection laws with these
service providers to the extent legally required.
If a shareholder attends the general meeting, all present shareholders or their
representatives, the members of the management board and the supervisory board,
the notary public and all other persons with a statutory right to attend the
general meeting are entitled to inspect the legally required attendance list
(sec. 117 AktG) and, therefore, able to see the personal data contained in such
list (inter alia name, residence, shareholding). Moreover, ams AG is required by
statutory law to submit personal data of shareholders (in particular the list of
attendees) as part of the notarial protocol to the company register (sec. 120
AktG).
The data of shareholders will be anonymized or deleted as soon as they are no
longer necessary for the purposes for which they were collected or processed,
and unless other legal obligations require further storage. Such statutory
documentation and retention obligations are particularly resulting from
commercial law, stock corporation law, takeover law, tax law as well as from
anti-money laundering laws. If legal claims are asserted by shareholders against
ams AG or by ams AG against shareholders, the stored personal data serves the
purpose of clarifying and enforcing such claims in individual cases. In the
context of legal proceedings involving civil lawsuits, this may lead to storage
of personal data during the statute of limitations period plus the duration of
such legal proceedings until their finally binding conclusion.
Each shareholder has a right to information, rectification, limitation,
opposition and cancellation at any time regarding the processing of personal
data, as well as a right to data transfer according to Chapter III of the
General Data Protection Regulation.
Shareholders can assert these rights free of charge to ams AG via the following
contact details:
ams AG
Data Protection Officer Tobelbader Strasse 30
8141 Premstaetten
E-mail: dataprotection@ams.com [dataprotection@ams.com]
In addition, the shareholders have the right of appeal to the data protection
supervisory authorities for data protection pursuant to Article 77 GDPR. Further
information on data protection is accessible on the company's website
www.ams.com/privacy-policy. [http://www.ams.com/privacy-policy]
NOTICE REGARDING THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO SECTIONS 109, 110,
118 AND 119 AKTG (sec. 106 no. 5 AktG)
Additions to the agenda by shareholders (sec. 109 AktG)
Shareholders, whose shares individually or jointly represent 5 % of the share
capital and who have held these shares for at least three months prior to
filing, may request in writing that additional items are placed on the agenda of
this general meeting and made public, if such a request in written form is
received by the company exclusively at the address ams AG, Tobelbader Strasse
30, A-8141 Premstaetten, c/o Franz Fazekas, General Counsel, or via SWIFT
GIBAATWGGMS (Message Type MT598 and MT599; please implicitly indicate ISIN
AT0000A18XM4 in the text), or by e-mail agm@ams.com [agm@ams.com]on January 05,
2020 at the latest. "Written form" means (i) personal signature or company
signature by each requestor, (ii) via e- mail with qualified electronic
signature, or (iii) submitted in text form via an international, specially
secured communication network of credit institutions, as long as its
participants can be clearly identified (e.g. SWIFT). Each item requested in this
manner must include a resolution proposal and the reasons thereto. The agenda
item and the resolution proposal, but not the reasons thereto, have to be drawn
in German language. To prove the shareholder status, a deposit certificate
pursuant to sec. 10a AktG shall be sufficient for bearer shares kept in deposit,
in which it is confirmed that the requesting shareholders have consecutively
been shareholders for at least three months prior to filing of such request;
such certificate must not be older than seven days upon presentation to the
company. Several individual deposit certificates, which only jointly reach the
required shareholding of 5%, have to refer to the same point in time (date and
time) in each case. As regards the other requirements for a deposit certificate,
please refer to the provisions on the right to attend (section "RECORD DATE AND
ATTENDANCE OF GENERAL MEETING") below.
Resolution proposals of shareholders to items on the agenda (sec. 110 AktG)
Shareholders, whose shares jointly represent 1% of the share capital, may submit
proposals for the passing of resolutions including justifications on each item
on the agenda in text form within the meaning of sec 13 para 2 AktG, and may
request that these proposals including justifications and corresponding
statements of the management board or the supervisory board thereto, if any, are
made available on the website of the company, if this request is received in
text form within the meaning of sec 13 para 2 AktG by
the company at the latest on January 15, 2020 either by fax to +43 3136 500
92105 or at ams AG, A-8141 Premstaetten, Tobelbader Strasse 30, c/o Franz
Fazekas, General Counsel, or by e-mail agm@ams.com [agm@ams.com], whereas the
request in text form within the meaning of sec 13 para 2 AktG, such as a PDF
file must be attached to the e-mail. A declaration in text form within the
meaning of sec 13 para 2 AktG means that such declaration has to be submitted in
document form or an alternative form that enables the permanent reproduction of
the characters, has to name the declaring person and the end of such declaration
has to be indicated by facsimile of the signature of the declaring or person or
otherwise. The proposal but not the justification needs to be drawn up in German
language.
The shareholder status must be evidenced by the submission of a deposit
certificate pursuant to sec. 10a AktG, which at the time of presentation to the
company must not be older than seven days. Several individual deposit
certificates, which only jointly reach the required shareholding of 1%, have to
refer to the same point in time (date and time) in each case. As regards the
other requirements for a deposit certificate, please refer to the provisions on
the right to attend (section "RECORD DATE AND ATTENDANCE OF GENERAL MEETING")
below.
Right to information (sec. 118 AktG)
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 if, according to reasonable entrepreneurial assessment, it is likely
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 to be answered may be submitted in
text form within the meaning of sec. 13 para 2 AktG to the management board in
due time prior to the general meeting in order to preserve the efficiency of the
meeting, either by post to ams AG, c/o Moritz Gmeiner, Investor Relations,
Tobelbader Straße 30, 8141 Premstaetten, or by e-mail to investor@ams.com.
[investor@ams.com]
Motions at the general meeting (sec. 119 AktG)
Each shareholder is - irrespective of a specific share ownership - entitled to
make motions at the general meeting to each item on the agenda. Prerequisite is
the proof of the right to attend as defined in this convening notice.
Information on the website
Information on shareholders' rights pursuant to sec. 109, 110, 118, and 119 AktG
will be available on the company's website www.ams.com/general-meeting. [http://
www.ams.com/general-meeting]
RECORD DATE AND ATTENDANCE OF GENERAL MEETING (sec. 106 no. 6 and 7 AktG)
The right to attend the general meeting and to exercise the voting right and the
other shareholder rights, which are to be exercised in the general meeting
depend on the shareholding as of January 14, 2020, 12:00 midnight, Vienna time
(record date).
Only such persons, who are shareholders on the record date and can proof this to
the company, shall be entitled to attend the general meeting.
For proof of share ownership on the record date, a deposit certicifate pursuant
to § 10a AktG is required, which refers to the record date and which must be
received by the company no later than 21 January 2020 (24:00 hours Vienna time)
exclusively via one of the following communication channels and addresses:
1. for transmission of the deposit certificate in text-form, sufficient
according to
§ 17 para 3 of the Articles of Association.
Via telefax: + 43 (0) 1 8900 500 86; or
Via e-mail anmeldung.ams@hauptversammlung.at [anmeldung.ams@hauptversammlung.at]
(deposit certificates may only be submitted in PDF format)
1. for transmission of the deposit certificate in written form By mail or by
courier: ams AG
c/o HV-Veranstaltungsservice GmbH Koeppel 60
A-8242 St. Lorenzen am Wechsel
Via SWIFT: GIBAATWGGMS
(Message Type MT598 and MT599; ISIN AT0000A18XM4 must be included in the text)
The shareholders are requested to contact their custodian bank and to arrange
for the issuance and delivery of a deposit certificate.
The record date has no effect on the saleability of the shares and has no
significance for dividend entitlement.
Deposit certificate pursuant to sec. 10a AktG
The deposit certificate must be issued by a custodian bank 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: (company) name and address or a code which is
customary in the transactions between credit institutions (BIC- or SWIFT
Code),
* Information on the shareholder: (company) name, 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, (International Securities Identification Number)
* Deposit number and/or other designation,
* Date to which the deposit certificate relates.
Moreover, 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 record date January 14, 2020 referred to above.
The deposit certificate is accepted in both German and English languages. If the
deposit certificate shall evidence the shareholder status, such deposit must not
be older than seven days at the time of presentation to the company.
REPRESENTATION BY PROXY (sec. 106 no. 8 AktG)
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 power of attorney must be granted to a certain person (a natural or legal
person) in text form within the meaning of sec. 13 para 2 AktG, whereas several
persons may be granted power of attorney.
This power of attorney must be sent to the company exclusively to one of the
addresses listed below:
By mail or by courier ams AG
c/o HV-Veranstaltungsservice GmbH Koeppel 60
A-8242 St. Lorenzen am Wechsel
By fax: + 43 (0) 1 8900 500 86
By e-mail anmeldung.ams@hauptversammlung.at,
[anmeldung.ams@hauptversammlung.at]whereas the power of attorney must be
attached to the e-mail in text form within the meaning of sec 13 para 2 AktG as
PDF file.
Via SWIFT: GIBAATWGGMS - Message Type MT598; ISIN AT0000A18XM4 must be
included in the text.
On the day of the general meeting only:
In person: at the registration desk for the general meeting at the venue.
Power of attorney forms and a form for revoking the power of attorney will be
sent upon request and can be downloaded from the company's website at
www.ams.com/general-meeting [http://www.ams.com/general-meeting]. The use of
these forms is not compulsory within the meaning of sec. 114 para 3 AktG.
If the power of attorney is not handed over personally at the day of the general
meeting upon registration then it must be received by the company at the latest
at January 23, 2020, 16.00 hours Vienna time.
The above provisions for granting a power of attorney shall analogously apply to
the revoking of a power of attorney.
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 public, A-8010 Graz, Raubergasse 20; in that regard a special power of
attorney form is available on the company's website www.ams.com [http://
www.austriamicrosystems.com/]/general-meeting.
TOTAL OF SHARES AND VOTING RIGHTS (sec. 106 no. 9 AktG)
On the date of convocation of the general meeting, the share capital of the
company amounts to EUR 84,419,826.00 and is divided into 84,419,826 no-par value
bearer shares. Each share is granting one vote. As of November 30, 2019, the
company holds 3,451,616 own shares, whereby the company is not entitled to any
rights arising from these own shares. Therefore, total number of voting rights
amounts to 80,968,210 voting rights as of November 30, 2019. Any change in the
number of own shares and therefore of the total number of voting rights until
the General Meeting will be communicated in the General Meeting.
ORGANISATIONAL INFORMATION
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.
Admission to pick up voting cards begins at 11.00 a.m. Vienna time.
Premstaetten, January 2020
The Management Board
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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issuer: 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
ISIN: AT0000A18XM4
indexes:
stockmarkets: SIX Swiss Exchange
language: English