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 5th Annual General Meeting of AMAG Austria Metall AG
(commercial register number FN 310593f; ISIN: AT00000AMAG3)
We would like to hereby invite our shareholders to the fifth Annual General
Meeting to be held on Tuesday, 12 April 2016 at 11:00 a.m. in the Schlossmuseum
Linz, Schlossberg 1, A-4010 Linz.
Agenda:
1. Presentation of the approved annual financial statements as of 31 December
2015, including the operating and financial review of the Management Board and
the Corporate Governance report, as well as the consolidated financial
statements as of 31 December 2015 and the group operating financial review along
with the report of the Supervisory Board pursuant to Section 96 of the Austrian
Stock Corporation Act (Aktiengesetz, AktG) for the financial year 2015.
2. Resolution on the distribution of the net profit as shown in the annual
financial statements as of 31 December 2015.
3. Resolution on the discharge of the members of the Management Board for the
financial year 2015.
4. Resolution on the discharge of the members of the Supervisory Board for the
financial year 2015.
5. Resolution on the remuneration of the Supervisory Board members for the
financial year 2015.
6. Appointment of the auditor and the group auditor for the financial year 2016.
Documents for the General Meeting:
The following documents will be available as from the 21st day before the
General Meeting, thus as from 22 March 2016, on the website of the Company at
www.amag.at under "Annual General Meeting 2016":
a. Financial statements for the financial year 2015 including operating and
financial review
b. Corporate governance report for the financial year 2015
c. Consolidated financial statements including the group operating and financial
review for the financial year 2015
d. Report of the Supervisory Board for the financial year 2015
e. Draft resolutions of the Management Board and the Supervisory Board
concerning items 2 (Proposal for the appropriation of profits), 3, 4, 5 as well
as the draft resolution of the Supervisory Board concerning item 6 of the agenda
The forms for granting and revoking power of attorney pursuant to Section 114 of
the Austrian Stock Corporation Act as well as this invitation will also be
available on the website of the Company (www.amag.at).
Note referring to the rights of shareholders pursuant to Sections 109, 110 and
118 of the Austrian Stock Corporation Act:
Shareholders whose aggregate shareholding equals 5% or more of the Company's
share capital may request in writing that additional items be put on the agenda
of the next General Meeting, and that these be 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 draft resolution together with a statement of
reasons. In addition, such shareholder 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 22 March 2016.
Furthermore, shareholders whose aggregate shareholding equals 1% or more of the
Company's share capital may propose draft resolutions in text form (Section 13
para. 2 of the Austrian Stock Corporation Act) in respect of 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 statement of
reasons for such proposal and the comments by the Management Board or the
Supervisory Board, if any, be made available on the Company's website. Such a
request will only be considered if it is received by the Company no later than
the 7th working day before the General Meeting, thus no later than 1 April 2016.
If candidates are proposed for nomination for election to the Supervisory Board,
each proposal has to include statements as to their expertise, their
professional or similar functions, and all circumstances that could give rise to
concerns of partiality.
Regarding all the other agenda items, each shareholder can put forward proposals
even directly at the General Meeting, 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 on 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 disadvantage to the Company or any of its affiliates or if the
disclosure of that information would constitute a criminal offence. 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 the smooth and proper conduct of the General Meeting in the
interest of all shareholders, please submit to the Company in writing in due
time prior to the General Meeting any questions requiring more time to prepare
an answer.
Shareholders' rights that require the possession of shares for a specified
period of time can only be exercised if proof of share ownership for the
relevant period has been provided; a share deposit confirmation according to
Section 10a of the Austrian Stock Corporation Act will suffice.
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 Felix Demmelhuber
PO Box 3
A-5282 Ranshofen
By fax: +43 (0) 7722 801 8 2203
By e-mail: felix.demmelhuber@amag.at
Record date and requirements for participation in the General Meeting:
The right to participate in the General Meeting and to exercise shareholder
rights in the course of the General Meeting depends on the shares held at the
end of the tenth day before the day of the General Meeting (Record Date), thus
the shares held on 2 April 2016 at 12:00 p.m. (CET). Participation in the
General Meeting is limited to persons who own shares on the Record Date, and
supply proof of such ownership to the Company.
In case of bearer shares held in safekeeping, submission of a share deposit
confirmation pursuant to Section 10a of the Austrian Stock Corporation Act shall
suffice as proof of shareholding on the Record Date. Such confirmation of
shareholding must be received by the Company no later than the third working day
before the General Meeting, thus no later than 7 April 2016, 12:00 p.m. (CET) at
one of the following addresses:
By mail:
AMAG Austria Metall AG
c/o Felix Demmelhuber
PO Box 3
A-5282 Ranshofen
By fax: +43 (0) 1 8900 500 91
By e-mail: anmeldung.amag@hauptversammlung.at (in which case the document
must be attached to the e-mail as a PDF-file)
By SWIFT: GIBAATWGGMS - Message Type MT598; please specify ISIN AT00000AMAG3
in the text
Share deposit confirmations are to be issued by the credit institution managing
the securities account based in a Member State of the European Economic Area or
in a full member state of the OECD, and must at least contain the following
information pursuant to Section 10a para. 2 of the Austrian Stock Corporation
Act:
1. Information on the issuing credit institution: name (corporate name) and
address;
2. Information on the shareholder: name (corporate name), address, plus date of
birth for natural persons, or register and registration number in the country of
origin for legal entities;
3. Securities account number, or if applicable any other manner of
identification;
4. Information on the shares: number of shares held by the shareholder, ISIN
AT00000AMAG3;
5. The share deposit confirmations must explicitly refer to the shares held
in safekeeping as of 2 April 2016, 12:00 p.m. (CET).
In case the share deposit confirmation shall serve as proof of current
shareholder status, it must not be older than seven days at the time it is
submitted to the Company. Share deposit confirmations in German or in English
will be accepted. The share deposit confirmations evidencing the shareholding
required for participation in the General Meeting must refer to the above-
mentioned Record Date, i.e., 2 April 2016.
Pursuant to Section 262 para. 20 of the Austrian Stock Corporation Act, share
deposit confirmations and statements pursuant to Section 114 para. 1 fourth
sentence of the Austrian Stock Corporation Act transmitted via a specifically
secured communication network of credit institutions whose participants can be
clearly identified will be accepted as SWIFT messages sent to the Company's
above-mentioned SWIFT address in accordance with Section 10a para. 3 second
sentence of the Austrian Stock Corporation Act.
Possibility to appoint a proxy pursuant to Sections 113 et seq. of the 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 who shall attend the General Meeting
in the shareholder's name and shall have the same rights as the shareholder he/
she is representing. The power of attorney must be granted to a specific person
in text form, and the shareholder is not limited as to the eligibility and
number of persons who can be appointed as proxies. The Company itself or a
member of the Supervisory Board or Management Board may exercise voting rights
as a proxy 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 power of attorney to the credit institution
managing the shareholder's securities account (Section 10a of the Austrian Stock
Corporation Act), it will suffice if such institution, in addition to issuing a
share deposit confirmation, declares that it has been granted power of attorney.
The power of attorney can be granted using the proxy form made available on the
website of the Company www.amag.at under "Annual General Meeting 2016", which
also permits granting limited power of attorney. The power of attorney must be
received by the Company no later than 11 April 2016 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 General Meeting the power of attorney can be delivered in person when
registering for the General Meeting at the designated meeting place.
The aforementioned requirements for granting power of attorney shall, by
analogy, apply to the revocation of such power.
Proxy voting:
A special service is available for shareholders. A representative of the
Austrian shareholder association IVA, Feldmühlgasse 22, A-1130 Vienna, will
serve as an independent proxy bound to comply with instructions from the
shareholder in exercising the shareholder's voting rights at the General
Meeting; 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 2016".
In addition, it is possible for the shareholders to directly contact
Dr. Michael Knap, deputy president of IVA, by phone at +43 (0)1 8763343-30, by
fax at +43 (0)1 8763343-39 or by e-mail at michael.knap@iva.or.at.
Total number of shares and votes:
Pursuant to Section 106 (9) of the Austrian Stock Corporation Act it is hereby
announced that, on the day the General Meeting is convened, the Company's share
capital is divided into 35,264,000 non-par value 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
whose holders are eligible to attend and vote at the meeting.
Admission:
Admission to the General Meeting starts at 10:30 a.m. The shareholders and
proxies will be asked, upon entering the venue of the General Meeting, to
identify themselves by presenting official photo identification (passport,
driver's licence or ID card). Please consider the expected number of
participants and the customary security precautions and arrive at the venue in
good time.
Approach
Please note that no public parking is available in the area of the
Schlossmuseum. Information on how to approach the venue of the meeting is
provided on the company website at www.amag.at under "Annual General Meeting
2016".
Ranshofen, March 2016
The Management Board
Further inquiry note:
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
--------------------------------------------------------------------------------
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
sector: Metal Goods & Engineering
ISIN: AT00000AMAG3
indexes: WBI, ATX Prime, VÖNIX, ATX BI, ATX GP
stockmarkets: official market: Wien
language: English
Original-Content von: AMAG Austria Metall AG, übermittelt durch news aktuell