THIS IS A NON-BINDING
Company Register Number 34109 k
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.
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
4. Resolution on the release of the members of the supervisory board for the business year
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
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
The following documents will be accessible from today on the Internet under
ams.com and will also be available at the Annual General Meeting.
- Annual accounts with the report of the Management Board,
- Corporate Governance report,
- Annual group accounts with the group annual report,
- Resolution on the appropriation of the result,
- Report of the Supervisory Board, each for the business year 2015,
- Proposed resolutions for the items on the agenda,
- Declaration of the candidates for election to the Supervisory Board to TOP 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,
- Form for revoking a power of attorney,
- Complete text of this invitation.
NOTICE 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 firstname.lastname@example.org, 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 email@example.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
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
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 our website
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
By fax +43 (1) 8900 500 - 86
By e-mail firstname.lastname@example.org, 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,
- Date to which the deposit certificate relates.
Extending beyond this, the deposit certificates of SIX SegaInterSettle AG, Olten, Switzerland
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
By fax +43 (1) 8900 500 - 86
By e-mail email@example.com, 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 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 https://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