EANS-General Meeting: Pfeiffer Vacuum Technology AG
Announcement convening the
general meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
Pfeiffer Vacuum Technology AG
Asslar
ISIN DE0006916604
Notice of Annual Shareholders Meeting
We cordially invite our shareholders to attend our
Annual Shareholders Meeting on Thursday, May 26, 2011, at 2:00 PM
at the Stadthalle, Brühlsbachstr. 2B, 35578 Wetzlar, Germany.
Agenda
1. Presentation of the approved Annual Financial Statements of Pfeiffer Vacuum
Technology AG and of the endorsed Consolidated Financial Statements for the
year ended December 31, 2010. Presentation of the Management Report
("Management´s Discussion and Analysis") on Pfeiffer Vacuum Technology AG
and the Pfeiffer Vacuum Group, the report of the Management Board relating
to the statements pursuant to §§ 289 Sub-Para. 4, 315, Sub-Para. 4, German
Commercial Code ("HGB"), as well as the Report of the Supervisory Board for
the 2010 fiscal year.
Pursuant to the rules of the German Stock Corporation Act, the above-
indicated documents must be made available to the Annual Shareholders
Meeting. No resolution of the Annual Shareholders Meeting is planned for
Point 1 of the Agenda, as pursuant to statutory requirements the
Supervisory Board had respectively approved or endorsed the Annual and
Consolidated Financial Statements on March 17, 2011.2. Resolution on the appropriation of retained earnings
The Management and Supervisory Boards propose the following appropriation
of the retained earnings in the amount of EUR 90,029,312.32 as presented in
the Annual Financial Statements:
Distribution of a dividend in the amount
of EUR 2.90 per no-par share enjoying
dividend entitlement for the 2010 fiscal year: EUR 28,616,211.10
Carried forward to new account: EUR 61,413,101.22
EUR 90,029,312.32
The dividend will be payable on May 27, 2011.
The proposed appropriation of retained earnings takes into consideration
the fact that the Company does not presently hold any treasury shares,
which pursuant to § 71b, German Stock Corporation Act ("AktG"), would not
enjoy dividend entitlement. The number of shares enjoying dividend
entitlement could decrease prior to the Annual Shareholders Meeting through
the acquisition of treasury shares. In this case, a correspondingly
modified proposed resolution on the appropriation of retained earnings will
be submitted to the Annual Shareholders Meeting, whereby there will be no
change in the distribution of EUR 2.90 per share of no-par stock enjoying
dividend entitlement.
3. Resolution to ratify the actions of the Management Board for the 2010
fiscal year
The Management and Supervisory Boards propose that the actions of the
Management Board for the 2010 fiscal year be ratified.
4. Resolution to ratify the actions of the Supervisory Board for the 2010
fiscal year
The Management and Supervisory Boards propose that the actions of the
Supervisory Board for the 2010 fiscal year be ratified.
5. Election of the independent auditor for the Company and the consolidated
accounts for the 2011 fiscal year
As recommended by the Audit Committee the Supervisory Board proposes that
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, of Eschborn/ Frankfurt
am Main, Germany, be appointed as the independent auditor of both the
accounts of the Company and the consolidated accounts for the 2011 fiscal
year.
6. Resolution on the adoption of the compensation system for members of the
Management Board
The German Appropriateness of Management Board Compensation Act which went
into force on August 5, 2009, created an option enabling the Annual
Shareholders Meeting to resolve to endorse the system of compensation for
members of the Management Board. In embracing good corporate governance,
this option is to be utilized. The Supervisory Board informed itself in
detail on the compensation systems that are currently practiced by leading
publicly traded enterprises in Germany. The Supervisory Board is convinced
that the Management Board compensation system has to satisfy three
criteria: Appropriateness, sustainability and transparency. With due
consideration being given to the compensation systems that are practiced at
leading German enterprises and in endeavoring to satisfy the criteria of
appropriateness, sustainability and transparency, the Supervisory Board has
adopted the compensation system. The adopted compensation system is
described in the Compensation Report published in the 2010 Annual Report as
a section of the Corporate Governance Report in Management´s Discussion and
Analysis of the Corporate Group. This compensation system is to be
implemented beginning in 2012, as the intention is not to alter the
existing employment agreements with members of the Management Board.
The Supervisory and Management Boards propose that the following resolution
be adopted:
The compensation system for the members of the Management Board of Pfeiffer
Vacuum Technology AG as described in Management´s Discussion and Analysis
of the Corporate Group for the 2010 fiscal year is endorsed.7. Resolution on adjustment of the Supervisory Board compensation
The demands placed upon the members of the Company´s Supervisory Board as
well as their duties and responsibilities have steadily risen in the recent
past - as a result of both more stringent statutory requirements as well as
the larger size of the Corporate Group. Given this situation, the amount of
the compensation paid to members of the Supervisory Board which was last
resolved by the Annual Shareholders Meeting in 2006 is to be adjusted.
The Management and Supervisory Boards therefore propose that the following
resolution be adopted:
For each full fiscal year in which they hold a seat on the Supervisory
Board, the members of the Supervisory Board shall receive fixed annual
compensation in the amount of EUR 25,000.00 for each individual member,
triple this amount for the Chairman and twice this amount for both the Vice
Chairman as well as the Chairman of the Audit Committee. No additional
compensation shall be made for dual roles; in such case, only the higher
compensation shall be paid. Should a member join or retire from the
Supervisory Board during the course of a year, the compensation shall be
paid pro rata temporis. The members of the Supervisory Board shall be
included in D & O liability insurance coverage to be maintained in an
appropriate amount in the interest of the Company insofar as one is in
place. The premiums herefor shall be paid by the Company. Moreover, the
Company shall reimburse to each member of the Supervisory Board his or her
out-of-pocket expenses as well as the value added tax to be paid on his or
her compensation. The above provisions shall apply for the first time to
the full 2011 fiscal year until such time as they may be newly stipulated
by the Annual Shareholders Meeting pursuant to § 11, Sent. 2, of the
Articles of Association.
8. Resolution on the creation of new authorized capital, with the existing
authorized capital being revoked
A resolution adopted by the Annual Shareholders Meeting on May 20, 2010,
authorized the Management Board, subject to the consent of the Supervisory
Board, to increase the capital stock of the Company one or more times
through the issuance of new no-par bearer shares of stock in consideration
of contributions in cash and/or kind up to a total of EUR 11,482,368.00 by
May 19, 2015. By partially exercising this authorization, which was
recorded in the Commercial Register on June 16, 2010, pursuant to § 5, Sub-
Para. 5, of the Articles of Association (authorized capital), on November
17, 2010, with the consent of the Supervisory Board, the Management Board
resolved to increase the capital stock of the Company in the amount of EUR
22,964,736.00 by up to EUR 2,296,471.04 to up to EUR 25,261,207.04 against
contributions in cash. As a result of this increase of capital effected in
the full amount in November 2010 a portion of the authorized capital was
utilized which means that authorized capital of only EUR 9,185,896.96 is
still available.
An authorized capital in the amount of one half of the capital stock is
legally permissible. The capital stock of the Company amounts to EUR
25,261,207.04. In order to preserve the Company´s latitude with respect to
any increases of capital, the amount of the existing authorized capital is
to be revoked and new authorized capital in the amount of EUR 12,630,603.24
- representing approximately 50% of the capital stock existing at the time
this resolution is adopted - is to be created. The Management and
Supervisory Boards therefore propose that the following resolution be
adopted:
a) The authorization of the Management Board set forth in § 5, Sub-
Para. 5, of the Articles of Association to increase the capital
stock of the Company one or more times through May 19, 2015, through
the issuance of new no-par bearer shares of stock in consideration
of contributions in cash and/or in kind by up to a total of EUR
9,185,896.96 shall be revoked in accordance with the details set
forth in Point e), below, effective the date said revocation is
recorded in the Commercial Register.
b) The Management Board shall be authorized, subject to the consent of
the Supervisory Board, to increase the capital stock of the Company
one or more times through May 25, 2016, through the issuance of new
no-par bearer shares of stock in consideration of contributions in
cash and/or in kind by up to a total of EUR 12,630,603.24 (authorized
capital).
In this connection, the shareholders shall fundamentally be granted
a right of subscription. Pursuant to § 186, Sub-Para. 5, German
Stock Corporation Act ("AktG"), this right of subscription shall
also be able to be granted indirectly.
However the Management Board shall be authorized, subject to the
consent of the Supervisory Board, to exclude fractional amounts from
the right of subscription of the shareholders. The Management Board
shall also be authorized, subject to the consent of the Supervisory
Board, to exclude the right of subscription of the shareholders for
the purpose of issuing new shares to employees of the Company or of
companies affiliated with it up to a pro rata amount of EUR
500,000.00.
Should the capital stock be increased in consideration of
contributions in cash, the Management Board shall additionally be
authorized, subject to the consent of the Supervisory Board, to
exclude the right of subscription of the shareholders should the
issue price not be materially lower than the trading price of the
Company´s shares vested with the same entitlements. However this
authorization shall be subject to the stipulation that the shares
issued under exclusion of the right of subscription pursuant to §
186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, shall not
exceed a total of 10% of the capital stock, neither at the time the
authorization goes into effect nor at the time it is exercised.
Included in the said limitation to 10% of the capital stock shall be
those shares
- that have been or might potentially be issued in the future to
cover bonds containing conversion or option rights, provided
the bonds shall be issued subject to the exclusion of
subscription rights analogously to § 186, Sub-Para. 3, Sent. 4,
German Stock Corporation Act;
- that are sold as treasury shares during the term of this
authorization pursuant to § 186, Sub-Para. 3, Sent. 4, German
Stock Corporation Act, under the exclusion of the shareholders´
subscription right.
Should shares be issued in consideration of contributions in kind,
the Management Board shall be authorized, subject to the consent of
the Supervisory Board, to exclude the right of subscription of the
shareholders in the amount of up to EUR 2,526,120.70, representing
10% of the capital stock existing at the time of the resolution.
Moreover, the Management Board shall be authorized, subject to the
consent of the Supervisory Board, to define the further content of
the rights vested in the shares and the terms and conditions of
their issuance.
c) § 5, Sub-Para. 5, of the Articles of Association shall be reworded
as follows:
"(5) The Management Board is authorized, subject to the consent of the
Supervisory Board, to increase the capital stock of the Company one
or more times through May 25, 2016, through the issuance of new no-
par bearer shares of stock in consideration of contributions in cash
and/or in kind by up to a total of EUR 12,630,603.24 (authorized
capital).
In this connection, the shareholders shall fundamentally be granted
a right of subscription. Pursuant to § 186, Sub-Para. 5, German
Stock Corporation Act, said right of subscription shall also be able
to be granted indirectly.
However the Management Board is authorized, subject to the consent
of the Supervisory Board, to exclude fractional amounts from the
right of subscription of the shareholders.
The Management Board is further authorized, subject to the consent
of the Supervisory Board, to exclude the right of subscription of
the shareholders for the purpose of issuing new shares to employees
of the Company or of companies affiliated with it up to a pro rata
amount of EUR 500,000.00
Should the capital stock be increased in consideration of
contributions in cash, the Management Board is authorized, subject
to the consent of the Supervisory Board, to exclude the right of
subscription of the shareholders as long as the issue price is not
materially lower than the trading price of the Company´s shares
vested with the same entitlements. However said authorization is
subject to the stipulation that said shares issued under exclusion
of the right of subscription pursuant to § 186, Sub-Para. 3, Sent.
4, German Stock Corporation Act, shall not exceed a total of 10% of
the capital stock, neither at the time said authorization goes into
effect nor at the time it is exercised. Included in said limitation
to 10% of the capital stock shall be those shares
- that have been or might potentially be issued in the future to
cover bonds containing conversion or option rights, provided
said bonds have been or will be issued subject to the exclusion
of the right of subscription analogously to § 186, Sub-Para. 3,
Sent. 4, German Stock Corporation Act, during the term of said
authorization;
- that are sold as treasury shares subject to the exclusion of
the right of subscription of the shareholders pursuant to §
186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, during
the term of said authorization.
Should shares be issued in consideration of contributions in kind,
the Management Board is authorized, subject to the consent of the
Supervisory Board, to exclude the right of subscription of the
shareholders in the amount of up to EUR 2,526,120.70, representing
10% of the capital stock existing at the time of said resolution.
Moreover, the Management Board is authorized, subject to the consent
of the Supervisory Board, to define the further content of the
rights vested in the shares and the terms of conditions of issuance
of the shares."
d) The Supervisory Board shall be authorized to amend § 5, Sub-Para. 5,
of the Articles of Association to reflect the respective level of
utilization of the authorized capital or upon the expiration of the
term of authorization.
e) The Management Board shall be instructed to apply for the recording
of the revocation of the existing authorized capital only in
conjunction with the recording of the resolved creation of new
authorized capital in the amount of EUR 12,630,603.24, together with
the corresponding amendments to the Articles of Association in
accordance with Point c), above, for recording in the Commercial
Register, with the stipulation that the revocation of the existing
authorized capital shall only be recorded in the Commercial
Register, if it has been assured that the new authorized capital
will be recorded in the Commercial Register at the same time or
directly thereafter.
Report of the Management Board to the Annual Shareholders Meeting pursuant
to § 203, Sub-Para. 2, Sent. 2, § 186, Sub-Para. 4, Sent. 2, German Stock
Corporation Act, on Point 8 of the Agenda
The authorization for the Management Board resolved by the Annual
Shareholders Meeting on May 20, 2010, to increase the capital stock of the
Company one or more times through the issuance of new no-par bearer shares
of stock in consideration of contributions in cash and/or kind up to a
total of EUR 11,482,368.00 by May 19, 2015, was partially exercised through
the increase of the capital stock of the Company by EUR 2,296,471.04 to EUR
25,261,207.04 in consideration of contributions in cash in the amount of EUR
22,964,736.00, which was resolved by the Management Board in November 2010
with the consent of the Supervisory Board. This means that authorized
capital pursuant to § 5, Sub-Para. 5, of the Articles of Association of
only EUR 9,185,896.96 is still available.
An authorized capital in the amount of one half of the capital stock is
legally permissible. The capital stock of the Company amounts to EUR
25,261,207.04. In order to preserve the Company´s latitude with respect to
any increases of capital, the amount of the existing authorized capital is
to be revoked and new authorized capital in the amount of EUR 12,630,603.24
- representing approximately 50% of the capital stock existing at the time
this resolution is adopted - is to be created.
This authorization will provide the Company with a farther reaching option
for raising equity capital. This represents an important means of adjusting
the correlation between equity and borrowed capital to reflect the
Company´s further growth. Subject to the consent of the Supervisory Board,
the Management Board will thus be able to respond with greater flexibility
to and optimally utilize favorable market conditions. In particular with a
view to the development of opportunities for acquiring equity investments,
greater freedom of action appears to be appropriate.
The stated strategy of Pfeiffer Vacuum Technology AG also includes
strengthening its competitiveness through the acquisition of enterprises,
the equity investments in enterprises or elements of enterprises, thereby
enabling steady, long-term increases in profit and returns. This will also
enhance the value of Pfeiffer Vacuum shares as well. In order to have
equity capital available to also finance larger projects, it is necessary
that an authorization of the proposed scope be adopted. The reason for the
designated amount of the authorized capital is to assure the Company´s
ability to finance even larger corporate acquisitions in consideration of
contributions in cash or in kind. Since an increase of capital would have
to be effected swiftly in connection with an acquisition, it is typically
not feasible to resolve this increase of capital directly at an Annual
Shareholders Meeting, which is only conducted once a year. On the contrary,
it is for this reason that it is necessary to create authorized capital
which the Management Board can swiftly utilize.
The shareholders are fundamentally granted a right of subscription when the
authorized capital is utilized.
However to simplify execution, the subscription right of the shareholders
can be excluded with respect to fractional amounts stemming from the
subscription ratio that could no longer be equally distributed among all
shareholders.
The proposed authorization will also enable the Company to have at its
disposal treasury shares of the Company up to a proportionate amount of EUR
500,000.00, without having to acquire them on the stock exchange, in order
to be able to offer them at preferential terms to employees of the Company
and the companies affiliated with it as employee shares. It is in the
interest of the Company and its shareholders to issue employee shares, as
this promotes the identification of the employees with the Company and
their assumption of joint responsibility. In order to be able to offer
employees shares from authorized capital, it is necessary to exclude the
right of subscription of the shareholders. At the present point in time, it
is not yet possible to provide information relating to the issue prices of
the shares to be issued, as the date and scope of the respective
utilization of the authorized capital have not yet been determined.
Should the capital stock be increased in consideration of contributions in
cash, the Management Board should additionally be authorized, subject to
the consent of the Supervisory Board, to exclude the right of subscription
of the shareholders should the issue price not be materially lower than the
trading price of the Company´s shares vested with the same entitlements.
However the authorization is subject to the stipulation that the shares
issued under exclusion of the right of subscription pursuant to § 186, Sub-
Para. 3, Sent. 4, of the German Stock Corporation Act will not exceed a
total of 10% of the capital stock, neither at the time the authorization
goes into effect nor at the time it is exercised. Included in the
limitation to 10% of the capital stock are those shares
- that have been or might potentially be issued in the future to cover
bonds containing conversion or option rights, provided the bonds have
been or will be issued subject to the exclusion of subscription rights
analogously to § 186, Sub-Para. 3, Sent. 4, German Stock Corporation
Act, during the term of said authorization;
- that may have been sold as treasury shares subject to the exclusion
of the right of subscription of the shareholders pursuant to § 186,
Sub-Para. 3, Sent. 4, German Stock Corporation Act, during the term of
the authorization.
The authorization to exclude the right of subscription in an amount of up
to a total of 10% of the capital stock for the purpose of issuing new
shares at an issue price that is not materially lower than the trading
price of shares of the Company vested with the same rights will enable the
Management Board to issue shares for the purpose of placement at an issue
price that is similar to the trading price. This will afford the
opportunity of achieving higher proceeds in connection with an increase of
capital than would be possible, if shares were issued with a right of
subscription. This reflects the shareholders´ need for protection against
dilution of their shareholdings through the possibility of subsequently
acquiring shares on the stock exchange at the current trading price.
Should shares be issued in consideration of contributions in kind in the
case of an increase of capital, the Management Board will be authorized,
subject to the consent of the Supervisory Board, to exclude the right of
subscription of the shareholders in the amount of up to EUR 2,526,120.70,
representing 10 % of the capital stock existing at the time of this
resolution. This will enable the Management Board to have treasury shares
of the Company available, without having to acquire them on the stock
exchange, for employment in suitable individual instances in connection
with mergers, the acquisition of enterprises, of elements of enterprises or
of the equity investments in enterprises. The Company must always be in a
position to act swiftly and flexibly in changing markets in the interests
of its shareholders. This also includes the acquisition of enterprises,
elements of enterprises or equity investments in enterprises for the
purpose of improving the Company´s competitive position. In this
connection, it has been found that increasingly larger entities are
involved in connection with the acquisition of enterprises or elements of
enterprises or equity investments in enterprises. In many instances, this
involves the payment of very high levels of consideration. This
consideration often no longer can or should be effected in cash - in
particular with a view to an optimum financing structure. Sellers
occasionally insist upon receiving consideration in the form of shares of
the acquiring company. The option of being able to offer treasury shares as
an acquisition currency thus creates an advantage in competing for
interesting potential acquisitions. In any event, the Company´s
administration intends to utilize the option of an increase of capital from
the authorized capital in consideration of contributions in kind under the
exclusion of the right of subscription only, if there is an appropriate
correlation between the value of the new shares and the value of the
consideration. In this connection, the issue price of the new shares to be
issued should fundamentally reflect the trading price of the shares. This
will prevent shareholders who are excluded from the right of subscription
from being economically disadvantaged. With due consideration to all of
these circumstances, the authorization to exclude the right of subscription
within the proscribed limits is appropriate and in the interest of the
Company.
Moreover, the Management Board will be authorized, subject to the consent
of the Supervisory Board, to define the further content of the rights
vested in the shares and the terms and conditions of issuance of the
shares.
In every individual instance, the Management Board will carefully review
whether it will utilize the authorization to increase capital under the
exclusion of the right of subscription of the shareholders. This
possibility will be utilized when the Management and Supervisory Boards
judge this to be in the interest of the Company and thus its shareholders.
The Management Board will report on any utilization of the authorized
capital at the next subsequent Annual Shareholders Meeting. There are
currently no concrete plans for utilizing the authorization.
9. Elections to the Supervisory Board
Pursuant to §§ 96, Sub-Para. 1, 101, Sub-Para. 1, German Stock Corporation
Act, § 4, German One-Third Participation Act ("DrittelbG") of 2004, and §
9, Sub-Para. 1, Articles of Association, the Supervisory Board of the
Company is to comprise four members elected by the Annual Shareholders
Meeting and two members elected by the Company´s employees.
The term of office of the four members of the Supervisory Board elected by
the Annual Shareholders Meeting, Dr. Michael Oltmanns, Götz Timmerbeil,
Wilfried Glaum and Dr. Wolfgang Lust, will end upon the adjournment of the
Annual Shareholders Meeting on May 26, 2011. Consequently, four new members
of the Supervisory Board must be elected by the Annual Shareholders
Meeting. The elections of the employee-representative Supervisory Board
members that are also required will already have been concluded prior to
May 26, 2011.
The Annual Shareholders Meeting is not bound by nominations in electing the
shareholder representatives.
It is our intention to conduct the elections to the Supervisory Board in
the form of individual votes.
Upon the proposal of the Nominating Committee, the Supervisory Board
proposes that the Annual Shareholders Meeting elect
Dr. Michael Oltmanns, Attorney at Law and Tax Advisor, of Stuttgart,
Germany
Götz Timmerbeil, Certified Public Accountant and Tax Advisor, of
Gummersbach, Germany
Wilfried Glaum, Business Administrator and former Chief Financial
Officer, of Hüttenberg, Germanyand
Dr. Wolfgang Lust, Entrepreneur, of Lahnau, Germany
as shareholder-representative Supervisory Board members to hold office
until the adjournment of the Annual Shareholders meeting at which the
actions of the Supervisory Board for the 2015 fiscal year are to be
ratified.
Of the proposed candidates for the Supervisory Board, Mr. Götz Timmerbeil
qualifies as an independent financial expert with expertise in the fields
of accounting and auditing in the sense of § 100, Sub-Para. 5, German Stock
Corporation Act.
In concurrence with the vote of the Supervisory Board, Dr. Michael Oltmanns
intends to be a candidate to chair the Supervisory Board.
Dr. Michael Oltmanns is a member of the following other supervisory boards
organized under German law or of comparable German or foreign oversight
bodies of corporate entities
Becker Mining Systems AG, of Friedrichsthal, Germany (supervisory
board chairman)
Jetter AG, of Ludwigsburg, Germany (supervisory board chairman)Merkur Bank KGaA, of Munich, Germany (supervisory board chairman)
Scholz AG, of Essingen, Germany (supervisory board chairman)
Mr. Götz Timmerbeil is a member of the following other supervisory boards
organized under German law or of comparable German or foreign oversight
bodies of corporate entities:
VfL Handball Gummersbach GmbH (supervisory board chairman)Arena Gummersbach GmbH & Co. KG (supervisory board vice chairman)
Mr. Wilfried Glaum and Dr. Wolfgang Lust do not hold any seats on
supervisory boards organized under German law or on comparable German or
foreign oversight bodies of corporate entities.Attendance at the Annual Shareholders Meeting
Only those shareholders who register with the Company at the address indicated below in writing, by telefax or in authenticated electronic form (§ 126b, German Civil Code) in the German or English language by no later than May 19, 2011, and who certify their shareholdings to the Company shall be eligible to attend the Annual Shareholders Meeting, to exercise their voting rights and to make motions. Certification of the shareholdings by the custodial financial or financial services institution shall suffice. Certification of the shareholdings shall reference the beginning of May 5, 2011 (midnight) ("record date") and must be received by the Company in the German or English language at the address indicated below by no later than May 19, 2011:
Pfeiffer Vacuum Technology AG
c/o Commerzbank AG
GS-MO 2.1.1 AGM Service
60261 Frankfurt am Main
Telefax +49 (0) 69/136 26351
E-Mail: hv-eintrittskarten@commerzbank.comIn exchange for the submitted certification of shareholdings, the shareholder or his or her proxy will receive an admission ticket to the Annual Shareholders Meeting. In contrast to the registration, however, the admission ticket shall not serve as a prerequisite for participation but merely to simplify the admission control process.
With respect to the Company, attendance at the Annual Shareholders Meeting or exercise of voting rights as a shareholder will only be permissible for the individual providing the special certification of shareholdings. In this connection, the authorization to attend the Annual Shareholders Meeting and the extent of voting rights shall be governed exclusively on the basis of shareholdings as at the record date. The record date does not involve any freeze on the salability of shareholdings. Even in the event the shareholdings or portions thereof are sold subsequent to the record date, attendance and the scope of voting rights will be governed exclusively by the shareholder´s shareholdings as at the record date. The same applies analogously for the initial or additional acquisition of shares subsequent to the record date.
Proxies
By issuing an appropriate form of proxy, shareholders can also have their voting rights at the Annual Shareholders Meeting exercised by a proxy, e.g. the custodial financial institution, a shareholder association or any other person of their choice. Should a shareholder grant a proxy to more than one person, the Company shall be entitled to reject one or more of them.
The Company offers its shareholders the option of designating as their proxy prior to the Annual Shareholders Meeting an individual named by the Company who will be bound by the instructions of the shareholder. Those shareholders who wish to designate the individual named by the Company as their proxy will require an admission ticket to the Annual Shareholders Meeting for this purpose. Shareholders will receive the required documents and information together with the admission ticket. Please note that it will only be possible to designate the individual named by the Company as proxy by providing notification to the address indicated below by midnight, May 24, 2011.
Should the proxy not be granted to a financial institution, a shareholder association, any other individual designated in accordance with the provisions of § 135, Sub-Para. 8, German Stock Corporation Act, a financial services institution or an enterprise operating in accordance with § 53, Sub-Para. 1, Sent. 1, or § 53b, Sub-Para. 1, Sent. 1, or Sub-Para. 7, German Banking Act "(KWG"), the issuance of a proxy, its revocation and certification of the proxy made in authenticated electronic form (§ 126b, German Civil Code) will suffice. The following address is available for notifying the Company that a proxy has been issued or revoked and for transmitting the certification or revocation of a form of proxy:
Pfeiffer Vacuum Technology AG
Investor Relations
Berliner Strasse 43
35614 Asslar, Germany
Telefax: +49 (0) 6441-802-365
E-Mail: HV2011@pfeiffer-vacuum.deA form that can be used to grant a proxy will be sent, together with the admission ticket, to those shareholders who register for the Annual Shareholders Meeting in the correct form and prior to the deadline.
The issuance of a proxy to financial institutions and comparable individuals and associations pursuant to § 135, German Stock Corporation Act, can also be effected in any other manner permissible in accordance with § 135, German Stock Corporation Act; we would point out, however, that in these cases the financial institutions, individuals or associations to whom the proxy is to be issued might require a special form of proxy, as they are required to retain the proxy for verification purposes pursuant to § 135, German Stock Corporation Act.
Shareholder rights
The following information is limited to the deadlines for the exercise of shareholder rights pursuant to § 122, Sub-Para. 2, § 126, Sub-Para. 1, § 127, and § 131, Sub-Para. 1, German Stock Corporation Act. Farther reaching comments relating to the above-indicated shareholder rights are available on the Company´s Internet site at the following address: www.pfeiffer- vacuum.com/shareholders_meeting
Shareholder demands pursuant to § 122, Sub-Para. 2, German Stock Corporation Act, that items be placed on the agenda, with notification being made thereof, must be received by the Company by no later than midnight, April 25, 2011.
Countermotions from shareholders against a proposal by the Management and Supervisory Boards relating to a specific point of the agenda pursuant to § 126, Sub-Para. 1, German Stock Corporation Act, as well as proposals by shareholders for the election of Supervisory Board members or independent auditors pursuant to § 127, German Stock Corporation Act, will be made available on the Company´s Internet site if they are received by the Company prior to midnight, May 11, 2011.
The shareholders´ right to information pursuant to § 131, Sub-Para. 1, German Stock Corporation Act, can be exercised at the Annual Shareholders Meeting.
Shareholder inquiries, motions and demands
Inquiries and motions relating to the Annual Shareholders Meeting pursuant to §§ 126, 127, German Stock Corporation Act, should be sent to the Company at the following address:
Pfeiffer Vacuum Technology AG
Investor Relations
Berliner Strasse 43
35614 Asslar, Germany
Telefax: +49 (0) 6441-802-365
E-Mail: HV2011@pfeiffer-vacuum.deDemands relating to the Annual Shareholders Meeting pursuant to § 122, Sub- Para. 2, German Stock Corporation Act, should be sent to above-indicated mailing address.
Information pursuant to § 124a, German Stock Corporation Act
The information pursuant to § 124a, German Stock Corporation Act, is available on the Company´s Internet site at the following address: www.pfeiffer- vacuum.com/shareholders_meeting
Total number of shares and voting rights at the time of the convocation of this Annual Shareholders Meeting
At the time of the convocation of the Annual Shareholders Meeting, the capital stock of the Company totaled EUR 25,261,207.04, divided into 9,867,659 shares of no-par bearer stock ("shares"). Each share grants one vote. At the time of the convocation of the Annual Shareholders Meeting, the total number of shares entitled to attend and vote was 9,867,659 shares. The Company did not hold any treasury shares at the time of convocation of the Annual Shareholders Meeting.
Documents relating to the Annual Shareholders Meeting
Together with this Notice, all shareholders receive a Letter to Shareholders containing the key information about the 2010 fiscal year. The Consolidated Financial Statements and Management´s Discussion & Analysis of the Corporate Group as at December 31, 2010, the Annual Financial Statements and Management´s Discussion & Analysis of Pfeiffer Vacuum Technology AG for the 2010 fiscal year, the Report of the Management Board relating to the statements pursuant to §§ 289, Sub-Para. 4, 315, Sub-Para. 4, German Commercial Code, the Report of the Supervisory Board for the 2010 fiscal year, the proposal for appropriation of retained earnings, as well as the Report of the Management Board relating to Point 8 of the Agenda, which is reprinted in full above, will be available on our Company´s Internet site (www.pfeiffer-vacuum.com/shareholders_meeting) from the time of convocation of the Annual Shareholders Meeting until the adjournment of the Annual Shareholders Meeting. The documents will also be available at the Annual Shareholders Meeting.
Both the text of the presentation by the Chief Executive Officer as well as the voting results will also be announced at the above-indicated Internet address following the Annual Shareholders Meeting.
Asslar, Germany, April 2011
Management Board
This version of the Notice of the Annual Shareholders Meeting, prepared only for the convenience of English-speaking readers, is a translation of the German original. For the purposes of interpretation only the German text is legally binding.
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Brigitte Looß
Leiterin Investor Relations
Tel.: +49 (6441) 802-346
E-Mail: Brigitte.Loos[at]pfeiffer-vacuum.de
Branche: Machine Manufacturing
ISIN: DE0006916604
WKN: 691660
Index: TecDAX, CDAX, HDAX, Prime All Share, DAXsector All Industrial
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade
Original content of: Pfeiffer Vacuum Technology AG, transmitted by news aktuell