AGM Information • May 11, 2012
AGM Information
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publication: 11.05.2012 18:00 source: http://adhoc.pressetext.com/news/1336752000373 keywords: Annual General Meeting / Wienerberger AG / Results of Voting
Shareholders' meeting results
Vienna (pta036/11.05.2012/18:00) - Point 2 of the Agenda: Use of profit as shown in the Annual Financial Statements for 2011 The Managing Board and the Supervisory Board recommend that the Annual General Meeting approve a dividend payment of EUR 0.12 per share, i.e. a total dividend of EUR 14,103,211.68, on issued capital of EUR 117,526,764, less a proportional amount of EUR 295,696.56 for treasury shares, for a total distribution of EUR 13,807,515.12 from retained earnings of EUR 15,000,396.23 and the carryforward of the remaining EUR 1,192,881.11.
Votes in favor: 48,768,942 Votes against: 37,459 Abstentions: 854,516
Number of shares, for which valid votes were made: 48,806,401 Percentage of the registered capital represented by these votes: 41.53 % Total number of valid votes: 48,806,401
The Managing Board and the Supervisory Board recommend that the Annual General Meeting approve the release from liability of the persons who served on the Managing Board during the 2011 financial year for this period.
Votes in favor: 49,660,219 Votes against: 11 Abstentions: 1,072
Number of shares, for which valid votes were made: 49,660,230 Percentage of the registered capital represented by these votes: 42.25 % Total number of valid votes: 49,660,230
The Managing Board and the Supervisory Board recommend that the Annual General Meeting approve the release from liability of the persons who served on the Supervisory Board during the 2011 financial year for this period.
Votes in favor: 49,598,829 Votes against: 63,657 Abstentions: 269
Number of shares, for which valid votes were made: 49,662,486 Percentage of the registered capital represented by these votes: 42.26 % Total number of valid votes: 49,662,486
The Supervisory Board recommends that the Annual General Meeting approve a reduction in the size of the Supervisory Board of Wienerberger AG within the limit defined by the articles of association (three to ten members) from the current level of nine members by one person to a total of eight members.
Votes in favor: 49,661,613 Votes against: 0 Abstentions: 10
Number of shares, for which valid votes were made: 49,661,613 Percentage of the registered capital represented by these votes: 42.26 % Total number of valid votes: 49,661,613
The Supervisory Board recommends that the Annual General Meeting elect KPMG Wirtschaftsprüfungs- und Steuerberatungs AG, Vienna, to audit the Annual Financial Statements and Consolidated Financial Statements for the 2012 financial year.
Votes in favor: 49,654,839 Votes against: 6,404 Abstentions: 280
Number of shares, for which valid votes were made: 49,661,243 Percentage of the registered capital represented by these votes: 42.26 % Total number of valid votes: 49,661,243
The Managing Board and the Supervisory Board recommend that the Annual General Meeting approve the following amendments to the Articles of Association:
"The registered capital shall be divided into 117,526,764 shares with zero par value."
"The shares shall be securitized in a global certificate that is deposited with a central securities depository bank."
Votes in favor: 46,041,643 Votes against: 3,631,438 Abstentions: 0
Number of shares, for which valid votes were made: 49,673,081 Percentage of the registered capital represented by these votes: 42.27% Total number of valid votes: 49,673,081
The Managing Board and the Supervisory Board recommend that the Annual General Meeting approve the following addition to the Articles of Association:
"The threshold for the attainment of a controlling interest as defined in § 22 (2) of the Austrian Takeover Act shall be reduced to 20% in accordance with § 27 (1) nr. 1 of the Austrian Takeover Act."
Votes in favor: 45,702,232 Votes against: 3,970,708 Abstentions: 11
Number of shares, for which valid votes were made: 49,672,940 Percentage of the registered capital represented by these votes: 42.27 % Total number of valid votes: 49,672,940
The Managing Board and the Supervisory Board recommend that the Annual General Meeting authorize the Managing Board, in accordance with § 65 (1) nr. 8 of the Austrian Stock Corporation Act, to repurchase the company's shares up to the maximum amount permitted by law during a period of 30 months beginning on the date this resolution is passed, whereby the price for this buyback may not be higher than twice the stock exchange price on May 11, 2012 and not lower than one euro per share. Furthermore, the Managing Board will be authorized, without a further resolution by the Annual General Meeting, to withdraw or resell these repurchased shares or to sell these repurchased shares in another manner than over the stock exchange or through a public tender. This authorization replaces the authorization for the repurchase of the company's shares that was approved by the Annual General Meeting on May 20, 2010.
Votes in favor: 49,028,726 Votes against: 624,378 Abstentions: 19,847
Number of shares, for which valid votes were made: 49,653,104 Percentage of the registered capital represented by these votes: 42.25 % Total number of valid votes: 49,653,104
This is a working translation from the German language version and for convenience purposes only. In the event of conflict with the German language version, the German language version shall prevail.
| emitter: | Wienerberger AG Wienerbergstraße 11 1100 Wien Austria |
|---|---|
| contact person: | Barbara Braunöck |
| phone: | +43 1 60192-471 |
| e-mail: | [email protected] |
| website: | www.wienerberger.com |
| ISIN(s): | AT0000831706 (share) |
| stock exchanges: | official trade in Vienna |
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