29.05.2017,
15774 Zeichen
Corporate news transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is responsible for the content of this announcement.
Annual & Special Corporate Meetings
Premstaetten -
ams AG
FN 34109 k
ISIN AT0000A18XM4
Withdrawal of an Agenda Item
for
the ordinary General Meeting of Shareholders of ams AG Friday, May 09, 2017, at
10:00 a.m.
The Management Board has published in due form and time and in accordance with
the provisions of §§ 106, 107 of the Austrian Stock Corporation Act (AktG) the
convocation of the next Annual General Meeting of ams AG and has thereby
announced a total of twelve agenda items.
The Board of Management has now decided, to withdraw the following Agenda Item
8 from the published Convocation to the Annual General Meeting:
"8. Resolution on the creation of new authorized capital [Authorized Capital
2017]
i) under consideration of the statutory subscription right, as well in in the
sense of indirect subscription rights pursuant to § 153 para 6 Austrian
Stock Corporation Act (AktG),
ii) with the authorization to exclude subscription rights,
iii) with the option of issuing the new shares against contributions in kind,
and
iv) the amendment of the Articles of Association in § 3 para 4."
Premstaetten, May 26, 2017
The Board of Management
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 Friday, June 9, 2017 at 10.00 a.m. at the Company´s premises at
A-8141 Premstaetten, 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 2016.
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 2016.
4. Resolution on the release of the members of the supervisory board for the
business year 2016.
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 2017.
7. Resolution on cancellation of conditional capital in accordance with § 159
par. 2 sub-par. 3 Austrian Stock Corporation Act (AktG) pursuant to the
resolution adopted by the annual General Meeting dated May 19, 2005 and
resolution on the amendment of the Articles of Association in Article 3
"Nominal Capital and Stock" by removal and deletion of par. 5.
8. [Agenda Item 8 was withdrawn from the Agenda]
9. Resolution on the authorization of the Management Board to issue financial
instruments within the meaning of § 174 Austrian Stock Corporation Act
(AktG), in particular convertible bonds, profit bonds, profit
participation rights, which may also grant the subscription and / or
conversion right to the acquisition of shares of the company, also with
the authorization to exclude the share capital Shareholders' right to the
financial instruments.
10. Resolution on the conditional increase of share capital of the Company in
accordance with § 159 par. 2 sub-par. 1 Austrian Stock Corporation Act
(AktG) to be issued to creditors of financial instruments [Conditional
Capital 2017 for financial instruments].
11. Adoption of Resolutions on the authorization of the Management Board
1. to acquire own stock in accordance with Article 65 par. 1 sub-par. 4
and 8 as well as 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),
2. 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,
3. 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,
4. 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 June 06, 2015 on item 9 of the agenda.
12. Report concerning the volume, the purchase and sale of own stock pursuant
to Article 65 para 3 (AktG) and presentation of the new SSOP 2017.
DOCUMENTS FOR THE ANNUAL GENERAL MEETING The following documents will be
accessible on May 19, 2017 on 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,\nCorporate Governance-Report,\nAnnual group accounts with the group annual report,\nResolution on the appropriation of the result,\nReport of the Supervisory Board, each for the business year 2016,\nReport of the Management Board in accordance with § 170 par. 2 AktG and § 153 par. 4 S 2 Austrian Stock Corporation Act (AktG) - exclusion of subscription rights and authorized capital 2017 to TOP 8,\nReport of the Management Board on the exclusion of subscription rights for convertible bonds according to § 174 par.4, § 153 Par. 4 Austrian Stock Corporation Act (AktG) to TOP 9 und 10,\nReport of Supervisory Board and Management Board in accordance with §§ 65 par. 1b and § 170 par. 2, § 153 par. 4 S 2 and S 3 and § 159 par.2 Z 3 Austrian Stock Corporation Act (AktG) to TOP 11,\nForm for granting a power of attorney,\nForm for revoking a power of attorney,\nComplete text of this invitation.\nNotice 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 capital and 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 A-8141 Premstaetten, Tobelbader Strasse 30, General
Counsel, Jann H. Siefken at the latest on May 19, 2017. 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 May 30, 2017 either by fax to +43 3136 500 92100 or at
ams AG, A-8141 Premstaetten, Tobelbader Strasse 30, General Counsel, Jann H.
Siefken, or by e-mail agm@ams.com [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 Tobelbader Straße 30, 8141
Premstaetten,
Moritz Gmeiner, Investor Relations, or by e-mail investor@ams.com
[investor@ams.com].
Applications at the general meeting Each shareholder is - irrespective of a
specific share ownership - entitled to make applications at the general meeting
to each item on the agenda. Prerequisite is the right to attend the general
meeting.
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 and attendance 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 May 30, 2017, 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 June 06, 2017
(24:00 h).
(i) applying for written transmission of the deposit certificate
By post or by messenger ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
By e-mail with certified electronic signature anmeldung.ams@hauptversammlung.at
[anmeldung.ams@hauptversammlung.at], (whereas the deposit certificate can be
acknowledged in PDF format) Via SWIFT: GIBAATWGGMS (Message Type MT598 and
MT599; please indicate indispensable ISIN AT0000A18XM4 in the text)
(ii) applying for transmission of the deposit certificate in text-form,
sufficient according to
§ 17 para 3 of the statute of the corporation.
Via telefax: + 43 (0) 1 8900 500 86
Via e-mail anmeldung.ams@hauptversammlung.at
[anmeldung.ams@hauptversammlung.at] (whereas the deposit certificate can be
acknowledged in PDF format) The shareholders are requested to contact their
custodian bank and to arrange for the issuance and delivery of a deposit
confirmation. The verification key date has no effect on the divestiture of the
shares and has no significance for dividend entitlement.
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),\nInformation on the shareholder: Name/firm, address, date of birth of natural persons, if applicable register and register number of legal persons,\nInformation on the shares : number of shares of the shareholder, ISIN AT0000A18XM4,\nDeposit number and/or other designation,\nDate to which the deposit certificate relates.\nExtending 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 May 30, 2017 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
Tobelbader Strasse 30
8141 Premstaetten
By fax +43 (1) 8900 500 - 86
By e-mail anmeldung.ams@hauptversammlung.at
[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 indispensable ISIN
AT0000A18XM4 in the text.
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 June 8, 2017. 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 84,419,826.-- and
is divided into 84,419,826 no-par value shares. Each share granting one vote.
The Company holds on the date of April, 13, 2017 1,392,055 own shares for which
it does not have any rights. The total number of voting rights at the date of
the convocation amounts to 83,027,771.
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.
Premstaetten, April / May 2017
The Board of Management
end of announcement euro adhoc
issuer: ams AG Tobelbader Strasse 30 A-8141 Premstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
ISIN: AT0000A18XM4
stockmarkets: SIX Swiss Exchange
language: English
Digital press kit: http://www.ots.at/pressemappe/2901/aom
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AMS
Akt. Indikation: 1.12 / 1.18
Uhrzeit: 22:59:54
Veränderung zu letztem SK: 2.34%
Letzter SK: 1.12 ( -0.66%)
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