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2 – June 4, 2014 06:00:00 UTC DJ PTA AGM: AT & S Austria Technologie & Systemtechnik AG: convening the 20th Annual General Meeting
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General Meeting pursuant to § 107 Abs . 3 AktG
Leoben (pta006/04.06.2014/08: 00) – CONVOCATION for the 20th Annual General Meeting of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft on Thursday, 3 July 2014 10:00 clock in the University of Leoben Archduke Johann tract Archduke Johann Ignaz Auditorium book Müller-Platz 4 8700 Leoben <-! sh_cad_2 ->
The meeting is open to the public at www.ats.net the Internet . transferred Recording can also be accessed after
agenda
1 Report of the Board;. Presentation of the adopted annual financial statements, the management report and corporate governance report and the consolidated financial statements and the group management report for the fiscal year from 1 April 2013 to 31 March 2014 (2013/14) with the report of the Supervisory Board for the business year from 1 April 2013 to 31 March 2014 (2013/14) and the proposal for the appropriation of profits. <-! Sh_cad_4 ->
2 Resolution on the appropriation of the reported in the financial statements 2013/14 net profit.
3 Resolution on the discharge of the members of the Management Board for the financial year 2013 / 14th <-! Sh_cad_5 ->4 Resolution on the discharge of the members of the Supervisory Board for the financial year 2013 / 14th <-! Sh_cad_6 ->
5 Resolution on the remuneration of the members of the Supervisory Board for the financial year 2013 / 14th <-! Sh_cad_7 ->
6 Management report on the acquisition and use of treasury shares in accordance with § 65 para 3 of the AktG. <-! Sh_cad_8 ->
7 Election of the auditor and Group auditor for the financial year 2014/15 campaign.
8 Election to the Supervisory Board. <-! Sh_cad_9 ->9 Resolution authorizing the Management Board to increase the share capital pursuant to § 169 German Stock Corporation Act (authorized capital) with the option of excluding subscription rights and amending the statutes in § 4 and the authorization of the Supervisory Board, amendments to the statutes that are approved through the issuance of shares from the capital devoted to decide. <-! Sh_cad_10 ->
10 Resolution on (i) authorizing the Management Board to issue convertible bonds pursuant to § 174 para 2 AktG with the possibility of excluding subscription rights and the revocation of the relevant resolution of the General Meeting of 7 July 2010 and (ii) a conditional increase of the share capital in accordance with § 159 2 Z 1 AktG and amending the statutes in § 4 and the authorization of the Supervisory Board, to approve amendments to the Articles of Association resulting from the issuance of shares from the conditional capital. <-! Sh_cad_11 ->
AGM documentation
In preparation for the Annual General Meeting are available to our shareholders no later than June 12, 2014 with the following documents: <- sh_cad_12 -! ->
– annual financial statements and management report – corporate governance report – Consolidated financial statements and group management report – Report of the Supervisory Board pursuant to § 96 AktG, – Report of the Executive Board in accordance with § 65 para 3 of the AktG, each for the financial year 2013 / 14 – the joint decision of the Managing Board and the Supervisory Board on agenda items 2, 3, 4, 5, 9 and 10, including a proposal for the appropriation of profits, – the proposed resolution of the Supervisory Board on agenda items 7 and 8, and the declaration pursuant to § 87 para 2 AktG proposed for election to the Supervisory person concerning their professional qualifications, professional and similar functions and that no circumstances exist that could give rise to concern over bias, – Report of the Executive Board pursuant to § 170 Abs 2 in conjunction with § 153 para 4 of the AktG – Report of the Executive Board pursuant to § 174 para 2 in conjunction with § 153 para 4 AktG – Articles of Association to the proposed amendments. <-! Sh_cad_13 ->
Each shareholder is entitled to in the premises of the company’s headquarters in the Fabriksgasse 13, 8700 Leoben-back mountain, Austria, the business hours to take while access to those documents. In addition, the annual and consolidated financial statements, each including Appendix, published in the “Official Gazette”. <-! Sh_cad_14 ->
The specified documents, the full text of this invitation and forms for granting and revoking a power of attorney and all other publications of the Company in connection with this Annual General Meeting not later than 12 June 2014 also (investors Category> General Meeting) also take place on the Company’s website at www.ats.net freely available and their publications, as required by law, electronically in accordance with § 82 para 9 Austrian Stock Exchange Act. <-! Sh_cad_15 ->
participation of shareholders at the Annual General Meeting
The right to attend the General Meeting and exercise their voting rights and other shareholder rights at the General Meeting are to be made, based on the share owned on the record date, which is June 23, 2014, 24:00 clock CET / CEST (Vienna time). <-! Sh_cad_16 ->
to attend the Annual General Meeting is limited to persons who are shareholders on the record date and status to the company. <-! Sh_cad_17 ->
Deposited bearer shares
The proof of share ownership to the specified point in time by a confirmation of the credit institution, where the shareholder holds a securities account (certificate of deposit) provided it involves a credit institution established in a Member State of the EEA or the OECD. Shareholders whose depot does not meet these criteria are requested to contact with the company in connection. <-! Sh_cad_18 ->The certificate of deposit must be in accordance with statutory provisions (§ 10a AktG) be issued in German or English and include the following information: <-! Sh_cad_19 ->
1 Details of the issuing bank: Name (company) and address; 2 Information on the shareholder: name (company name) and address, date of birth for natural persons, register and register number for legal entities; 3rd Deposit number or other designation; 4 Information on the shares: Number of shares and its name or ISIN; 5 explicit indication that the confirmation relates to the deposit holding on June 23, 2014 at 24:00 clock (CET / CEST local time in Vienna). <-! Sh_cad_20 ->
Deposit confirmation must be received solely on one of the following ways by the Company no later than June 30, 2014 at 24:00 clock (CET / CEST Vienna local time): <-! - sh_cad_21 ->
– by post, courier or in person to: AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, Attn: Mr. Martin Theyer, Fabriksgasse 13, 8700 Leoben-back mountain, Austria; <- Sh_cad_22 ->
– as unchangeable document (PDF) by electronic mail at e-mail: anmeldung.ats @ hauptversammlung.at; <- Sh_cad_23 ->
– by fax to +43-1-8900 500 87;
– SWIFT: GIBAATWGGMS – message type MT598; please be sure ISIN AT0000969985 specify in the text. <-! Sh_cad_24 ->The transfer of the certificate of deposit to the Company shall at the same time as the shareholder’s registration to participate in the Annual General Meeting. <-! Sh_cad_25 ->
The banks are requested, collected by way of telling deposit certificates (in list form). Shareholders will not be blocked by registration for the Annual General Meeting or by submitting a certificate of deposit; Shareholders are able to freely dispose of their shares after registration or submission of a certificate of deposit. <-! Sh_cad_26 ->
Representation of shareholders at the Annual General Meeting
Each shareholder who is entitled to attend the general meeting, the right to a natural or legal person has to to appoint representatives. The representative participates on behalf of the shareholder at the Annual General Meeting and has the same rights as the shareholder he represents. Each proxy must indicate the name / representatives. The shareholder is not limited in the number of persons whom he appointed as representatives, and in their choice, but the company itself or a member of the Management Board or the Supervisory Board may only exercise the right to vote as a representative, if the shareholder an express instruction to the has granted individual agenda items. <-! Sh_cad_27 ->
A shareholder may grant his custodian bank under the agreement of that power. In this case, it is sufficient if the bank with the deposit certificate on the permitted means (see above) against the Company with a declaration that it has been granted power of attorney; the proxy itself need not be submitted to the company in this case. <-! Sh_cad_28 ->
A proxy may be revoked by the shareholder. The revocation becomes effective when it is received by the Company. <-! Sh_cad_29 ->
Declarations concerning the granting and revocation of proxies may the Company solely on one of the following ways no later than July 2, 2014, 16:00 clock (CET / CEST local time in Vienna ) are transmitted in text form: <-! sh_cad_30 ->
-by post, courier or in person to: AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, Attn: Mr. Martin Theyer, Fabriksgasse 13, 8700 Leoben-back mountain; <-! Sh_cad_31 ->
-as immutable document (PDF) by electronic mail at e-mail: anmeldung.ats @ hauptversammlung.at; <- Sh_cad_32 ->
-by fax to +43-1-8900 500 87;
-SWIFT: GIBAATWGGMS – message type MT598; please be sure ISIN AT0000969985 (MORE TO FOLLOW) Dow Jones Newswires <-! sh_cad_33 ->June 04, 2014 02:00 ET (06:00 GMT) – 02 00 AM EDT 06-04 -14
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2 – June 4, 2014 06:00:00 UTC DJ PTA AGM: AT & S Austria Technologie & -2 –
specify in the text. <-! Sh_cad_34 ->
On the day of the Annual General Meeting the transmission is only permitted personally by presenting it at registration for the general meeting on. <-! Sh_cad_35 ->
As a special service and in accordance with our corporate governance, shareholders are entitled Dr. Michael Knap of Investors’ Association, IVA, Feldmühlgasse 22, 1130 Vienna, Austria, as an independent representative for the exercise of voting rights at the Annual General Meeting. If you are interested, there is a possibility of direct contact by phone +43-1-8763343-30, fax or e-mail +43-1-8763343-39 michael.knap @ iva.or.at. The proxy is present at the meeting and on the e-mail address weisungen.ats @ hauptversammlung.at reachable during the General Meeting to be. The cost of proxy voting are of the AT & S Austria Technologie & Systemtechnik Aktiengesellschaft worn. All other costs, specifically the individual bank charges for the certificate of deposit or postage costs, the shareholder has to carry. <-! Sh_cad_36 ->
The shareholder must request the depositary bank deposit confirmation. This certificate of deposit (or on a separate sheet) Dr. Michael Knap is written to empower the representation. The deposit confirmation and a written proxy is then to send the shareholder to Dr. Knap, c / o IVA, Feldmühlgasse 22, 1130 Vienna. Since the deposit confirmation and original power of attorney must be received prior to the meeting at IVA on time, we ask the time of the post to be considered. <-! Sh_cad_37 ->
The shareholder must provide Dr. Knap instructions as to how he (or any representative authorized by Dr. Knap) cast its vote. Dr. Michael Knap will vote solely on the basis of the instructions given by the shareholder. Without specific instructions, the proxy is invalid. Should take place on an agenda point an individual vote, a transfer in connection therewith shall apply accordingly for each sub-item. Please note that the proxy accepts-no requests to speak, to raise objections against shareholders’ resolutions, ask questions, or make requests. <-! Sh_cad_38 ->
The due for approval applications will be published by the Company on its website at www.ats.net (under Investors> Annual General Meeting) as soon as it has knowledge of them. <-! Sh_cad_39 ->
We recommend to use for granting or revocation of a proxy form, the (> Annual General Meeting under Investors) is under www.ats.net available on the Internet . <-! Sh_cad_40 ->
rights of shareholders in connection with the Annual General Meeting
Shareholders who hold shares amounting to at least 5% of the share capital together for at least three months may no later than June 12, 2014 request in writing that additional items be put on the agenda of the General Meeting and are known. For each such item on the agenda a resolution and justification must be provided. <-! Sh_cad_41 ->
Shareholders who together hold at least 1% of the share capital may submit proposals for decision in writing no later than June 24, 2014 to each agenda item, a justification to close , and require that these be made available together with the names of the shareholders and the grounds on the company’s website. For the election to the Supervisory Board (agenda item 8), note the following: For a proposal for the election of a Supervisory Board member shall take the place of justification, the declaration of the nominee in accordance with § 87 para 2 AktG. In the election of Supervisory Board members, the general meeting shall comply with the criteria of § 87 AktG 2a; especially the professional and personal qualifications of the members who professionally balanced composition of the Supervisory Board, aspects of diversity and internationality as well as the professional conduct. <-! Sh_cad_42 ->
For more information on these rights, especially as applications may be submitted to the company and as proof of each required share ownership is to be furnished, is now available on the Internet at www. ats.net (under Investors> Annual General Meeting) accessible. <-! Sh_cad_43 ->
For each agenda item, each shareholder may also make applications in the Assembly, which require no advance notice. The prerequisite for this is the proof of eligibility. A shareholder proposal to elect a Supervisory Board member is mandatory in the submission of a resolution proposed pursuant to § 110 Stock Corporation Act together with a declaration pursuant to § 87 para 2 AktG (see above) operating systems. <-! Sh_cad_44 ->
Each shareholder will be in accordance with § 118 AktG on request at the general meeting on the affairs of the Company so far as it is necessary for the proper assessment of an agenda item. The obligation to provide information on the legal and business relationships of the company with an affiliated company and to the position of the Group and of the companies included in the consolidated financial statements. The information must comply with the principles of conscientious and accurate accounting. The information may be refused if, after reasonable business judgment of the Company or an affiliated company cause significant harm to, or the provision of the information would constitute an offense. <-! Sh_cad_45 ->
total number of shares and voting rights
According to § 83 para 2 item 1 Stock Exchange Act, we are pleased to announce that the Company has issued 38.85 million par value bearer shares has and each share carries one vote. The Company holds no treasury shares at the time of convening the Annual General Meeting. The total number of voting rights amounts to 38.85 million at the time of the AGM. <-! Sh_cad_46 ->
entering the General Meeting
To enable the smooth admission control are requested, the shareholders themselves in due time before the General Meeting. Admission for the voting cards is done at 09:00 clock. <-! Sh_cad_47 ->
Shareholders or their representatives should be aware that in order to verify the identity of the entrance to the Annual General Meeting, an official photo ID (driver’s license, passport, identity card) is required. <-! Sh_cad_48 ->
The General Meeting is the prime organ of a public limited company, because it is the forum for the owners of the company – the shareholders – is. We therefore ask for your understanding that we can choose from a general meeting make no events for guests, so much we value such an interest, and that participation as guest is by invitation only and by appointment in advance by calling +43 3842 200 – 5909 is possible. <-! Sh_cad_49 ->
Leoben-back mountain, on June 4, 2014
The Board
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Released by: AT & S Austria Technologie & Systemtechnik AG Address: Fabriksgasse 13, 8700 Leoben Country: Austria Contact: (FH) Christina Schuller Tel: +43 3842 200 5908 E-mail: c.schuller @ ats.net Website: www.ats.net <-! - sh_cad_50 ->
ISIN (s): AT0000969985 (share) stockmarkets: official market in Vienna
Source: http://adhoc.pressetext.com/news/1401861600225
© presse news agency filings and Financial News transmitted by pressetext.adhoc. Archive: http://adhoc.pressetext.com. For the contents of this announcement is solely responsible. Contact for inquiries: adhoc@pressetext.com or +43-1-81140-300. <-! Sh_cad_52 ->
(END) Dow Jones Newswires
June 04, 2014 02:00 ET (06:00 GMT) – 02 00 06 AM EDT – 04-14
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