EANS-News: ams AG
Convocation of Annual General Meeting
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Annual & Special Corporate Meetings
THIS IS A
NON-BINDING
CONVENIENCE TRANSLATION ONLY
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 Tuesday, 9 of June 2015 at 10.00 a.m.at the Company's premises at
Schloss Premstaetten, A-8141 Unterpremstaetten, 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 2014.
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 2014.
4. Resolution on the release of the members of the supervisory board
for the business year 2014.
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 2015.
7. Resolution on cancellation of conditional capital in accordance with
§ 159 par. 2 sub-par. 1 Austrian Stock Corporation Act (AktG) pursuant to the
resolution adopted by the annual General Meeting dated 24.05.2012 and resolution
on the amendment of the Articles of Association in Article 3 ,,Nominal Capital
and Stock" by removal and deletion of par. 6.
8. Resolution on the conditional increase of share capital of the
Company in accordance with § 159 par. 2 sub-par. 3 Austrian Stock Corporation
Act (AktG) in a manner that the share capital is increased up to EUR
5,000,000.00 over a 5 year period by issuance of up to 5,000,000 no-par bearer
shares for the purpose of granting stock options to employees, officers and
directors of the Company within the scope of the Performance Stock Unit Plan
(PSP) 2014-2029 [Conditional Capital 2015].
9. 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, 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 23. May 2013 on item 7 of the agenda.
10. Report concerning the volume, the purchase and sale of own stock pursuant
to Article 65 par. 3 Austrian Stock Corporation Act (AktG).
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents will be accessible on 19. May 2015on 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,
· 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 2014,
· Proposed resolutions for the items on the agenda,
· Report of Supervisory Board and Management Board to TOP 7
· Report of Supervisory Board and Management Board in accordance with § 159
Abs.2 Z 3 AktG to TOP 8,
· Long Term Incentive Plan ,,Performance Stock Unit Plan (PSP) 2014-2029",
· Report of Supervisory Board and Management Board in accordance with §§ 65
Abs 1b and 170 Abs 2, 153 Abs 4 S 2 and S 3 and 159 Abs 2 Z 3 AktG to TOP 9,
· 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 Schloss Premstaetten, A-
8141 Unterpremstaetten, Tobelbader Strasse 30, General Counsel, Jann H. Siefken
at the latest on 19. May 2015. 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 28. May 2015
either by fax to +43 3136 500 92100 or at ams AG, Schloss Premstaetten, A-8141
Unterpremstaetten, 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 Schloß Premstätten,
Tobelbader Straße 30, 8141 Unterpremstätten, 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 a applications at the general meeting to each item on the agenda.
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 andattendance 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 30. May 2015, 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 3. June 2015.
By post or by messenger ams AG
Schloss Premstaetten
Tobelbader Strasse 30
A-8141 Unterpremstaetten
By fax +43 (1) 8900 500 - 86
By e-mail anmeldung.ams@hauptversammlung.at,
whereas the deposit certificate must be attached in text
format to the e-mail, e.g. as PDF file
Via SWIFT: GIBAATWGGMS - Message Type MT598; please
indicate in the wording: ISIN AT0000A18XM4.
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 30. May 2015 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
Schloss Premstaetten
Tobelbader Strasse 30
8141 Unterpremstaetten
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 in the wording: ISIN AT0000A18XM4.
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 3. June 2015.
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 73,308,700.- and is
divided into 73,308,700 no-par value shares. Each share granting one vote. The
Company holds on 3 May 2015 4,477,743 own shares for which it does not have any
rights. The total number of shares entitled to attend and vote amounts to
68,830,957.
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.
Vienna, May 2015
The Board of Management
Further inquiry note:
Moritz M. Gmeiner
Director 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 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
sector: Technology
ISIN: AT0000A18XM4
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language: English
Original content of: ams AG, transmitted by news aktuell