11.05.2016,
12318 Zeichen
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
Annual & Special Corporate Meetings
11.05.2016
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 Thursday, June 2, 2016 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 2015.
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 2015. 4. Resolution on the release of the members of the
supervisory board for the business year 2015.
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 2016.
7. Election of up to two members of the Supervisory Board.
8. Resolution on
a. the cancellation of the authorized capital according to the shareholder
resolution dated 24.05.2012 [Authorized Capital 2012], b. the creation of new
authorized capital [Authorized Capital 2016] 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 c. the amendment of
the Articles of Association in § 3 para 4 9. Report concerning the volume, the
purchase and sale of own stock pursuant to Article 65 para 3 (AktG).
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents will be accessible from today on the Internet under
www.ams.com 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 2015,\nProposed resolutions for the items on the agenda,\nDeclaration of the candidates for election to the Supervisory Board to\nTOP 7 in accordance with § 87 Abs 2 AktG including curriculum vitae, - Report
of the Management Board in accordance with § 170 Abs 2 AktG and § 153 Abs 4 S 2
AktG - exclusion of subscription rights and authorized capital - to TOP 8,
Form 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 12, 2016. 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 23, 2016 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, whereas the request in text form, such as a
PDF file must be attached to the e-mail. In case of a proposal for election to
a member of the supervisory board, the justification has to be replaced by a
declaration of the nominee pursuant to § 87 para 2 AktG. 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 Premstätten,
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 applications at the general meeting
to each item on the agenda. A shareholder proposal to elect a Supervisory Board
member is, however, necessarily subject to the timely transmission of a
proposed resolution in accordance with § 110 AktG: Persons for election to the
Supervisory Board (Agenda item 7) can only be proposed by shareholders, whose
shares represent at least 1% of the share capital. Such proposals must be
submitted to the company in the manner described above, on May 23, 2016 at the
latest. To each nomination, the declaration in accordance with § 87 para 2 AktG
concerning the proposed person, the professional qualifications, professional
or comparable functions and any circumstances which may give rise to concern
over bias, has to be amended.
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 23, 2016, 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 May 30, 2016. By
post or by messenger ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
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,\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 23, 2016 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, 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 June 1, 2016. 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 73,408,545.-- and is divided into 73,408,545 no-par value
shares. Each share granting one vote. The Company holds on the date of April
25, 2016 4,994,116 own shares for which it does not have any rights. The total
number of shares entitled to attend and vote amounts to 68,464,429.
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.
The Board of Management
end of announcement euro adhoc
issuer: 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
indexes:
stockmarkets: official dealing: SIX Swiss Exchange language: English
Digital press kit: http://www.ots.at/pressemappe/EASY_2901/aom
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AMS
Akt. Indikation: 1.14 / 1.21
Uhrzeit: 22:59:55
Veränderung zu letztem SK: -0.55%
Letzter SK: 1.18 ( 1.72%)
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