EANS-General Meeting: AMAG Austria Metall AG
Invitation to the General Meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Invitation to the 1. Annual General Meeting of AMAG Austria Metall AG (FN 310593f; ISIN: AT00000AMAG3) We would like to hereby invite our shareholders to the first Annual General Meeting to be held on Wednesday, 16 May 2012 at 11:00 a.m. in the Design Center Linz, Europaplatz 1, A-4020 Linz. A g e n d a: 1. Presentation of the approved annual financial statements as of 31 December 2011, including the report of the Management Board and the corporate governance report, as well as the consolidated financial statements as of 31 December 2011 and the group management report along with the report of the Supervisory Board for the financial year 2011. 2. Resolution on the distribution of the net profit, as shown in the annual financial statements as of 31 December 2011. 3. Resolution on the discharge of the members of the Management Board for the financial year 2011. 4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2011. 5. Resolution on the remuneration of the Supervisory Board members for the financial year 2011. 6. Appointment of the auditor and the group auditor for the financial year 2012. 7. Election to the Supervisory Board. 8. Resolution on amendments to the Articles of Associations in Section 4 "Share Capital and Shares" and Section 15 "Participation" pursuant to the Corporate Law Amendment Act 2011 (Gesellschaftsrechts-Änderungsgesetz 2011). Documents for the General Meeting: The following documents will be available for free inspection by the shareholders as from the 21st day before the general meeting, thus as from 25 April 2012, at the seat of the Company, Lamprechtshausenerstraße 61, A-5282 Braunau-Ranshofen, during the normal office hours (weekdays 9:00 a.m. until 05:00 p.m.): a. Financial statements for the financial year 2011 including report of the Management Board b. Corporate governance report for the financial year 2011 c. Consolidated financial statements including the group management report for the financial year 2011 d. Report of the Supervisory Board for the financial year 2011 e. Draft resolutions of the Management Board and the Supervisory Board concerning items 2, 3, 4, 5 and 8 of the agenda, as well as the draft resolutions of the Supervisory Board concerning items 6 and 7 of the agenda f. Declarations of the persons nominated for election to the Supervisory Board regarding their qualifications, professional or similar experience, and concerns with regard to potential conflicts of interest. These documents will also be available as from the 21st day before the general meeting, thus as from 25 April 2012, on the website of the Company at www.amag.at under "Annual General Meeting 2012". The forms for proxy authorisation and the revocation of proxy pursuant to Section 114 Austrian Stock Corporation Act (§ 114 AktG) as well as this invitation will also be available on the website of the Company. Note referring to the rights of shareholders pursuant to Sections 109, 110 und 118 Austrian Stock Corporation Act: Shareholders whose total shareholding equals 5% or more of the Company´s share capital may request in writing that additional items shall be put on the agenda of the next general meeting, and that these are made public, provided, however, that these shareholders have held their shares for a period of at least three months prior to making such request. Any such request to add another item to the agenda must be accompanied by a proposed resolution together with a statement of reasons. In addition, such a request shall only be considered if it is received by the Company no later than the 21st day before the general meeting, thus no later than 25 April 2012. Furthermore shareholders whose aggregate shareholding equals 1% or more of the Company´s share capital may propose draft resolutions in writing (§ 13 para 2 Austrian Stock Corporation Act, AktG) in respect to each item on the agenda for the next general meeting, and may request that these proposals together with the names of the shareholders, the accompanying explanation for such a proposal and the statement by the Management Board or the Supervisory Board, if any, are made available on the Company´s website. Such shareholder's request will only be considered if they are received by the Company no later than the 7th business day before the general meeting, thus no later than 7 May 2012. If, concerning agenda item 7, candidates are proposed for nomination for election to the Supervisory Board, each proposal has to include statements as to their qualifications, professional or similar experience, and concerns with regard to potential conflicts of interest. Regarding all the other agenda items, each shareholder can make proposals even in the general meeting itself, without any prior notification. Every shareholder attending the general meeting is entitled, upon request, to be provided with information on matters concerning the Company´s affairs, to the extent that this information is required to enable the shareholder to properly evaluate the relevant item of the agenda. The obligation to provide information also extends to the Company's legal and business relations to affiliated companies and to the state of the group and the consolidated companies. The request for information may be refused if, according to reasonable business judgment, it is likely that the disclosure of such information causes a significant harm to the Company or any of its affiliates or if the disclosure of that information would result in a criminal offense. Information may also be refused as far as it was available, without interruption, on the website of the Company in the form of question and answer for a period of at least seven days prior to the beginning of the general meeting. In order to ensure a timely and smooth general meeting, we would kindly ask you to submit in writing to the Company any questions that will take longer to answer in due time prior to the general meeting. The shareholders' rights that require the possession of shares for a specified period of time can only be executed if proof of share property for the relevant period has been provided according to Section 10a Austrian Stock Corporation Act. Further information on the rights of shareholders pursuant to Sections 109, 110 and 118 Austrian Stock Corporation Act are available also on the website of the Company at www.amag.at under "Annual General Meeting 2012". Proposals for additional agenda items, draft resolutions and questions shall be sent to the Company, exclusively to one of the following addresses: By mail: AMAG Austria Metall AG c/o. Ing. Mag. Gerald Wechselauer Postfach 3, A-5282 Ranshofen By fax: +43 (1) 8900 500 91 By E-Mail: anmeldung.amag@hauptversammlung.at Record date and requirements for the participation in the General Meeting: The right to participate in the general meeting and to exercise voting rights and all other shareholder rights in the course of the general meeting depend on the shares held at end of the tenth day before the day of the general meeting (Record Date), thus the shares held on 6 May 2012, 12:00 pm (CET). Participation in the general meeting is limited to persons who own the shares on the Record Date, and supply proof of such ownership to the Company. The confirmation of the custodian bank (deposit certificates) pursuant to Section 10a Austrian Stock Corporation Act (§ 10a AktG) shall suffice as proof of shareholding on the Record Date. This confirmation of shareholding must be received by the Company no later than the third working day before the Annual General Meeting, thus no later than 11 May 2012, 12:00 pm (CET) at one of the following addresses: By mail: AMAG Austria Metall AG c/o. Ing. Mag. Gerald Wechselauer PO Box 3, A-5282 Ranshofen By fax: +43 (1) 8900 500 91 By E-Mail: anmeldung.amag@hauptversammlung.at (in which case the document must be attached to the e-mail as PDF-file) Deposit certificates are to be issued by the depository bank based in a Member State of the European Economic Area or in a full member state of the OECD, and must contain the following information pursuant to Section 10a para 2 Austrian Stock Corporation Act: 1. Information on the issuing depository bank: name (company) and address; 2. Information on the shareholder: name (company), address, date of birth for natural persons, register and registration number for legal entities under which they are registered in their country of origin; 3. Security deposit account number, or if applicable any other matter of identification; 4. Information on the shares: number of shares held by the shareholder and in case of several share classes, the name of the class or the international securities identification number; and 5. The deposit certificates as evidenced for the shareholding must explicitly refer to the state of the custody account as of 6 May 2012, 12:00 pm (CET). In case the confirmation of the depository bank (deposit certificates) shall serve as proof of shareholding, the deposit account confirmation must not be more than seven days old at the time it is submitted to the Company. The deposit certificates will be accepted in German or in English. The deposit certificates as evidence for the shareholding in order to participate in the Annual General Meeting must explicitly refer to the above mentioned Record Date, i.e., 6 May 2012. Pursuant to Section 262 para 20 Austrian Stock Corporation Act, it is hereby determined that in derogation of the second sentence of Section 10a para 3 Austrian Stock Corporation Act, the Company will not accept deposit certificates and statements pursuant to Section 114 para 1 fourth sentence Austrian Stock Corporation Act, through an international, specifically secured communications network of banks, the participants of which cannot be clearly identified. The deposit certificates shall therefore only be sent to one of the above mentioned addresses. Possibility to appoint a proxy pursuant to Sections 113 et seq Austrian Stock Corporation Act: Each shareholder entitled to attend the general meeting is entitled to appoint a natural person or legal entity as a proxy holder, who attends the general meeting in his/her name, whereas the proxy holder shall dispose of the rights held by the shareholder he/she is representing. The proxy must be granted to a specific person in writing, whereas the shareholder is not limited as to the requirements and number of proxies several persons can be granted. The Company itself or a member of the Supervisory Board or Management Board may exercise voting rights as a proxy holder only insofar as the shareholder has issued express instructions relating to the exercise of voting rights with respect to individual agenda items. If a shareholder has granted proxy to his depository bank or other credit institution (Section 10a Austrian Stock Corporation Act), such institution, in addition to issuing a deposit receipt, can simply declare that it has been granted proxy. The power of attorney can be granted using the proxy form, which also contains the possibility of limited proxies that is made available on the website of the Company www.amag.at under "Annual General Meeting 2012". The appointment of a proxy holder must be received by the Company no later than on 15 May 2012 at 3:00 p.m., exclusively at one of the above mentioned addresses and will be stored by the Company. On the day of the Annual General Meeting the power of attorney is delivered in person when registering for the general meeting at the designated meeting place. The aforementioned requirements for appointing a proxy holder shall apply mutatis mutandis for the revocation of the proxy. Proxy voting: A special service is available for shareholders. A representative of the Austrian shareholder association IVA, Feldmühlgasse 22/4, A-1130 Vienna, will serve as an independent proxy bound to comply with instructions from the shareholder in exercising the shareholder´s voting rights; for this purpose a special proxy form is available for downloading on the website of the Company at www.amag.at under "Annual General Meeting 2012". In addition, it is possible for the shareholders to directly contact Dr. Michael Knap, deputy president of IVA, by phone at +43 1 8763343 - 30, by fax at +43 1 8763343 - 39 or by E-mail at michael.knap@iva.or.at. Total number of shares and votes: Pursuant to Section 106 (9) Austrian Stock Corporation Act it is announced, that on the day the General Meeting has been convened, the Company's stated capital amount is divided into 35,264,000 no-par bearer shares. Each share grants one vote. On the day the general meeting is convened, the Company holds no treasury shares. The Company cannot derive any rights from treasury shares. On the day the General Meeting is convened, there are in total 35,264,000 shares eligible to attend and vote at the meeting. Admission: Admission to the General Meeting starts at 10:30 am. The shareholders and proxies holders may be asked, upon entering the venue of the General Meeting, to identity themselves by showing a photo bearing identity document, such as a passport, drivers licence or identification card. Please consider the expected number of participants and the customary security precautions and arrive at the venue in good time. Braunau-Ranshofen, April 2012 The Management Board Further inquiry note: Gerald Wechselauer Head of Investor Relations Phone: +43 (0) 7722-801-2203 Email: investorrelations@amag.at end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: AMAG Austria Metall AG Lamprechtshausnerstraße 61 A-5282 Ranshofen phone: +43 7722 801 0 FAX: +43 7722 809 498 mail: investorrelations@amag.at WWW: www.amag.at sector: Metal Goods & Engineering ISIN: AT00000AMAG3 indexes: Prime Market stockmarkets: official dealing: Wien language: English
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