EANS-General Meeting: AMAG Austria Metall AG
Invitation to the General Meeting
according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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15.03.2018
Zwtl.: Invitation to the 7th Ordinary Annual General Meeting of AMAG Austria
Metall AG (FN 310593f; ISIN: AT00000AMAG3)
We invite our shareholders to the 7th Ordinary Annual General Meeting to be held
on Tuesday, April 17, 2018 at 11:00 a.m. in the Schlossmuseum Linz, Schlossberg
1, 4010 Linz.
Zwtl.: A g e n d a:
1. Submission of the adopted separate financial statements for the financial
year ending December 31, 2017, including the management report by the
Management Board and the corporate governance report, the consolidated
statements for the financial year ending December 31, 2017, including the
Group management report by the Management Board as well as the report by
the Supervisory Board pursuant to Section 96 of the Austrian Stock
Corporation Act (AktG) for the 2017 financial year.
2. Resolution concerning the application of the unappropriated net profit as
reported in the separate financial statements for the financial year ending
December 31, 2017.
3. Resolution concerning the discharge of the members of the Management Board
for the 2017 financial year.
4. Resolution concerning the discharge of the members of the Supervisory Board
for the 2017 financial year.
5. Resolution concerning the compensation of the members of the Supervisory
Board for the 2017 financial year.
6. Election of the auditor of the separate and consolidated financial
statements for the 2018 financial year.
7. Elections to the Supervisory Board.
8. Resolution concerning
o a. the authorisation of the Management Board for a period of up to a
maximum of 30 months from the resolution date to purchase, with
Supervisory Board approval, treasury shares pursuant to Section 65 (1) Z
8 as well as (1a) and (1b) of the Austrian Stock Corporation Act (AktG)
in a volume of up to 10 % of the share capital both through the stock
market and off-bourse, including under exclusion of the proportionate
selling right (reverse exclusion of subscription rights), as well as
concerning the setting of the repurchase terms and concerning the
authorisation of the Management Board to withdraw shares without a
further resolution by the Shareholders' General Meeting; and also
concerning
o b. the revocation of the existing authorisation of the Management Board
to approve without a further AGM resolution the sale of the company's
treasury shares and to determine the selling terms pursuant to the AGM
resolution of April 16, 2015; and also concerning
o c. the authorisation of the Management Board valid for the duration of
five years from the resolution date to approve, with Supervisory Board
assent, albeit without a further AGM resolution, the sale of the
Company's treasury shares in a manner also permitted by law other than
through the stock market or by a public offer, including under exclusion
of the shareholders' right to repurchase (exclusion of subscription
rights), and to determine the selling terms; and also concerning
o d. the authorisation of the Supervisory Board to approve amendments to
the articles of incorporation arising from the withdrawal of shares.
9. Resolution concerning the revision of the articles of incorporation,
especially in Sections 1, 3, 4, 5, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20,
21.
Zwtl.: AGM documents:
The following documents will be available for downloading from the 21st day
before the AGM, consequently from March 27, 2018 from the Company's website at
www.amag.at [http://www.amag.at/] under "Ordinary Annual General Meeting 2018":
* a. Separate financial statements for the 2017 financial year including the
separate management report
* b. Corporate governance report for the 2017 financial year
* c. Consolidated financial statements including the Group management report for
the 2017 financial year
* d. Report by the Supervisory Board for the 2017 financial year
* e. Resolutions proposed by the Management and Supervisory boards relating to
agenda items 2 (Proposal for the application of unappropriated net profit), 3
(Discharge of the Management Board members), 4 (Discharge of the Supervisory
Board members), 5 (Compensation of the Supervisory Board members), 8
(Resolution concerning the purchase and sale of treasury shares) and 9
(Revision of the articles of incorporation) as well as the resolutions
proposed by the Supervisory Board in relation to agenda items 6 (Election of
the auditor of the separate and consolidated financial statements) and 7
(Elections to the Supervisory Board)
* f. Statements relating to the persons proposed for election to the Supervisory
Board concerning their specialist qualifications and their professional or
comparable functions, and that no circumstances exist that could substantiate
concern about their impartiality, as well as their curricula vitae (Section 87
(2) of the Austrian Stock Corporation Act (AktG))
* g. Report by the Management Board on agenda item 8
* h. Comparative wording in relation to the previous articles of incorporation
of AMAG Austria Metall AG
The forms for the issuing and revocation of representative authorisations
pursuant to Section 114 AktG as well as the respective invitation can be
downloaded from the Company's website (www.amag.at).
Zwtl.: Notice concerning shareholders' rights pursuant to Sections 109, 110 and
118 AktG:
Pursuant to Section 109 AktG, shareholders whose shareholdings together reach 5%
of the share capital can demand in writing that items be placed on the agenda
for the next AGM, and be announced accordingly. A proposed resolution as well as
a justification must be included with each agenda item for which an application
is submitted. The applicants must have been the owners of the shares for at
least three months before the application is submitted. The shareholder demand
must be submitted to the Company at the latest on the 21st day before the AGM,
and consequently at the latest by March 27, 2018.
Furthermore, pursuant to Section 110 AktG, shareholders whose shareholdings
together reach 1% of the share capital can submit in writing proposals
concerning a resolution in relation to any agenda item (Section 13 (2) AktG),
and request that such proposals together with the names of the respective
shareholders, the justification that is to be attached and any opinion of the
Management Board or of the Supervisory Board be made available on the Company's
website. The shareholder request must be submitted to the Company at the latest
on the 7th working day before the AGM, and consequently at the latest by April
6, 2018. If candidates are proposed for election to the Supervisory Board, each
election proposal must disclose the specialist qualifications of the proposed
individual, their professional or comparable functions as well as all
circumstances that might substantiate concern about their impartiality.
Each shareholder is also entitled to submit motions on any agenda item during
the meeting. Such motions do not require any prior announcement.
Pursuant to Section 118 AktG, each shareholder is entitled to demand that
information be provided at the AGM about the Company's affairs, to the extent
required for an objective assessment of an agenda item. Such right to
information shall also extend to the Company's legal and business relationships
to an affiliated company, the Group's position and the companies included in the
consolidated financial statements.
Information can be refused if prudent commercial judgement suggests that
disclosing such information might incur a significant disadvantage for the
Company or one of its associated companies, or make it liable to prosecution.
Information can also be refused if it has been made permanently available on the
Company's website in the form of questions and answers for at least seven days
before the start of the AGM.
To ensure - for the benefit of all shareholders - that the AGM proceeds
efficiently and expediently, we would kindly request you to submit in writing to
the Company in good time before the AGM questions whose answers require lengthy
preparation periods.
The rights of shareholders connected to share ownership during a certain period
can only be exercised if the evidence of share ownership is rendered in the
respective relevant period; a custodian account confirmation pursuant to Section
10a AktG is satisfactory for this purpose. Motions to add to the agenda, draft
resolutions and questions are to be conveyed to the Company exclusively to one
of the addresses listed below.
By post:
AMAG Austria Metall AG
FAO Mr. Dipl. Kfm. Felix Demmelhuber
PO Box 3
A-5282 Ranshofen
By fax: +43 (0) 7722 801 8 2203
By email: felix.demmelhuber@amag.at
Zwtl.: Proof of shareholding cut-off date and preconditions for participating in
the AGM:
The entitlement to participate in the AGM and to exercise shareholder rights is
based on the share ownership at the end of the tenth day before the AGM date
(evidence of shareholding cut-off date), and consequently according to the
shareholding on April 7, 2018, 24:00 hours (Central European Time). Only parties
that are shareholders on this cut-off date and that have submitted corresponding
evidence to the Company shall be entitled to participate in the AGM.
In the case of bearer shares held in custody accounts, the submission of a
custody account confirmation pursuant to Section 10a AktG shall be sufficient to
prove shareholdings on the shareholding evidence cut-off date, which must be
received by the Company at the latest on the third working day before the AGM,
and consequently by April 12, 2018, 24:00 hours (Central European Time) at one
of the addresses listed below.
By post:
AMAG Austria Metall AG
FAO Mr. Dipl. Kfm. Felix Demmelhuber
PO Box 3
A-5282 Ranshofen
By fax: +43 (0) 1 8900 500 91
By email: anmeldung.amag@hauptversammlung.at (in this case to be attached as a
scanned PDF file to the email)
By Swift: GIBAATWGGMS - Message Type MT598; ISIN AT00000AMAG3 must be stated in
the text
The custody account confirmation is to be issued by a custodian bank based in a
member state of the European Economic Area or in a full member state of the
OECD. The custody account confirmation must include the following minimum
information pursuant to Section 10a (2) AktG:
1. Information about the bank issuing the confirmation: name (company) and
address;
2. Information about the shareholder: name (company) and address, and in the
case of natural persons additionally the date of birth, and in the case of
legal persons if required the register and number under which the legal
person is registered in its state of origin;
3. The custody account number, otherwise another designation;
4. Information about the shares: the number of the shareholder's shares, ISIN
AT00000AMAG3;
5. Express disclosure that the confirmation relates to the custody account
position on April 7, 2018 at 24:00 hours Central European Time.
Should the custody account confirmation furnish evidence of current share
ownership, it may not be older than seven days as of the date when it is
submitted to the Company. Custody account confirmations will be accepted in
either German or English. The custody account confirmation as evidence of share
ownership to participate in the AGM must relate to the aforementioned April 7,
2018 evidence of shareholding cut-off date.
Pursuant to Section 262 (20) AktG, custody account confirmations and statements
pursuant to Section 114 (1) Clause 4 AktG will be accepted as a SWIFT message to
the Company's SWIFT address listed above via an internationally distributed and
specially secured communication network of banks whose participants can be
clearly identified, pursuant to Section 10a (3) Clause 2 AktG.
Zwtl.: Option to appoint a representative pursuant to Sections 113 f AktG:
Each shareholder entitled to participate in the AGM has the right to appoint a
natural or legal person as a representative to participate on the shareholder's
behalf at the AGM, embodying the same rights as the shareholder represented by
the natural or legal person. The authorisation must be issued to a specific
individual in textual form, whereby the shareholder is not restricted in
relation to demands and in relation to the number of individuals appointed as
representative. The Company itself or a member of the Management Board or
Supervisory Board may only exercise the voting right as a representative to the
extent that the shareholder has issued an express instruction concerning the
exercise of the voting right in relation to individual agenda items. If the
shareholder has issued authorisation to its custodian bank (Section 10a AktG),
it is sufficient for the bank to issue a statement in addition to the custody
account confirmation declaring that representative authorisation has been issued
to it.
In order to issue a representative authorisation, the form provided under
"Ordinary Annual General Meeting 2018" provided on the Company's website at
www.amag.at, which also enables a restricted representative authorisation to be
issued, can be utilised. The Company must have received the representative
authorisation at the latest by April 16, 2018, 15:00 hours, exclusively at the
address listed above, where it shall be filed by the Company. On the AGM day,
representative authorisations can be received when registering for the AGM at
the meeting venue.
The above regulations for issuing representative authorisations shall be valid
analogously for the revocation of a representative authorisation.
Zwtl.: Proxy voting
As a special service, shareholders have access to a representative of the
Austrian Shareholder Association (IVA), Feldmühlgasse 22, 1130 Vienna, as an
independent proxy for the exercising of voting rights at the AGM in accordance
with issued instructions; a special proxy authorisation form for this purpose
can be downloaded from March 27, 2018 from the Company's website at www.amag.at
under "Ordinary Annual General Meeting 2018". Alternatively, the option exists
to directly contact Dr. Michael Knap, Deputy President of the IVA, on telephone
+43 (0)1 87 63 343-30, fax +43 (0)1 87 63 343-39 or by email:
michael.knap@iva.or.at.
Zwtl.: Total number of shares and voting rights
Pursuant to Section 106 Z 9 AktG, it is announced that the Company's share
capital on the AGM convening date is divided into 35,264,000 ordinary bearer
shares. Each share grants one voting right. The Company holds no treasury shares
as of the AGM convening date. No rights accrue to the Company from such shares.
The total number of shares entitling to AGM participation and AGM voting amounts
to 35,264,000 on the AGM convening date.
Zwtl.: Entry
Entry to the AGM will commence at 10:30 a.m. Shareholders and their
representatives are notified that to check identities at the entrance to the AGM
official photo identification is to be presented, such as a driver's licence,
passport or identity card. In planning your timing, please kindly take into
consideration the many participants that are expected, as well as the now-usual
security precautions.
Zwtl.: Arrival
We wish to inform our shareholders that no public car parking facilities are
available in the area of the Schlossmuseum. Instructions about how to get to the
AGM are available on the Company's website at www.amag.at under "Ordinary Annual
General Meeting 2018".
Ranshofen, March 2018
The Management Board
Further inquiry note:
Investor contact:
Felix Demmelhuber
Head of Investor Relations
AMAG Austria Metall AG
Lamprechtshausenerstrasse 61
5282 Ranshofen, Austria
Tel.: +43 (0) 7722-801-2203
Email: investorrelations@amag.at
end of announcement euro adhoc
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issuer: AMAG Austria Metall AG
Lamprechtshausenerstraße 61
A-5282 Ranshofen
phone: +43 7722 801 0
FAX: +43 7722 809 498
mail: investorrelations@amag.at
WWW: www.amag.at
ISIN: AT00000AMAG3
indexes: VÖNIX, ATX BI, WBI, ATX GP
stockmarkets: Wien
language: English
Original content of: AMAG Austria Metall AG, transmitted by news aktuell