AGM Information • Aug 9, 2011
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Download Source FileFlughafen Wien AG / Announcement of the Convening of the General Meeting
Flughafen Wien AG: Invitation to the 23rd Extraordinary General Meeting on
31 August 2011
Announcement of the Convening of the General Meeting, transmitted by DGAP
- a company of EquityStory AG. The issuer is solely responsible for the
content of this announcement.
Flughafen Wien Aktiengesellschaft
FN 42984 m
ISIN AT0000911805
Invitation to the 23rd Extraordinary General Meeting
We hereby invite our shareholders to the 23rd Extraordinary General Meeting
of Flughafen Wien Aktiengesellschaft on Wednesday, 31 August 2011, at 10
am, in the Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1.
Agenda
Resolution on the amendment of the articles of association under § 7
para. 1 (increase in the number of Supervisory Board members to a maximum
of ten members elected by the annual general meeting)
Elections to the Supervisory Board
Resolution on the amendment of the articles of association under § 6
para. 1 sentence 1 (increase up to four in the number of Management Board
members for the period ending on 31 December 2011)
This Extraordinary General Meeting is hereby convened in accordance with a
written request by the city of Vienna and NÖ Landes-Beteiligungsholding
GmbH, as shareholders, in the sense of § 105 para. 3 of the Austrian Stock
Corporation Act.
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
The following documentation will be available for review by shareholders at
the latest on 10 August 2011 at the registered offices of the company, 1300
Wien-Flughafen, Office Park 1, Investor Relations Department, Mr. Mario
Santi:
Proposals for resolutions on the points of the agenda
Statements by the nominees to the Supervisory Board (point 2 of the
agenda) pursuant to § 87 (2) of the Austrian Stock Corporation Act.
These documents as well as the full transcript of this invitation and forms
for the granting and cancellation of a proxy pursuant to § 114 of the
Austrian Stock Corporation Act will also be available in the internet under
http://www.viennaairport.com/hv beginning on 10 August 2011 and at the
Extraordinary General Meeting.
INFORMATION ON THE RIGHTS OF SHAREHOLDERS UNDER §§ 109, 110, 118 AND 119 OF
THE AUSTRIAN STOCK CORPORATION ACT
Shareholders whose stakes reach a combined total of 5% of share capital and
who have held these shares for at least three months prior to the filing of
their proposal can petition in writing for the inclusion and announcement
of additional points to the agenda for this Extraordinary General Meeting,
if this request is submitted to the Company in writing at the following
address no later than 12 August 2011: 1300 Wien-Flughafen, P.O. Box 1,
Wolfgang Köberl, General Secretariat. Each point submitted for the agenda
in this manner must include a proposed resolution together with a statement
of the reasons. For bearer shares held in a depository, proof of the
shareholding may be provided by depository confirmation as described in §
10a of the Austrian Stock Corporation Act; this confirmation must verify
that the shareholder(s) filing the motion has (have) held these shares for
a least three months prior to the proposal and may not be older than seven
days when it is submitted to the Company. Further requirements for
depository confirmation are listed in the invitation under the section on
the right to participate in the Extraordinary General Meeting.
Shareholders whose stakes reach a combined total of 1% of share capital can
submit written proposals for resolutions, together with a statement of the
reasons, for any point on the agenda and require that these proposals,
together with the statement of reasons and any statement by the Management
Board or Supervisory Board, be published on the company's website, if these
requests are submitted to the company in writing no later than 22 August
2011 by telefax to +43(0)1-7007/23622, or by mail to 1300 Wien-Flughafen,
P. O. Box 1, Wolfgang Köberl, General Secretariat, or by e-mail to
[email protected], whereby in this case the written request must be
attached to the e-mail, e.g. as a pdf-file. For nominations to the
Supervisory Board, a statement by the nominee in accordance with § 87 (2)
of the Austrian Stock Corporation Act must be submitted in place of the
reasons for a proposal. For bearer shares held in a depository, proof of
the shareholding for the exercise of this shareholder right may be provided
by depository confirmation as described in § 10a of the Austrian Stock
Corporation Act; this confirmation may not be older than seven days when it
is submitted to the Company. Further requirements for depository
confirmation are listed in the invitation under the section on the right to
participate in the Extraordinary General Meeting.
On request, every shareholder must be provided with information concerning
the business matters of the company at a general meeting, if this
information is necessary for the correct evaluation of a point on the
agenda.
This request for information may be refused if, according to reasonable
business judgment, it could result in significant damage for the company or
a related enterprise, or if the provision of this information is punishable
under law.
In order to ensure the efficient handling of issues, inquiries whose
responses require lengthy preparation should be submitted in writing to the
Management Board on a timely basis prior to the Extraordinary General
Meeting. These inquiries may be submitted to the Company by mail at 1300
Wien-Flughafen, P.O. Box 1, or by telefax to +43(0)1-7007/23622.
Every shareholder is entitled to make a proposal to any point of the
agenda. Nominations for election to the Supervisory Board (point 2 of the
agenda) can only be made by shareholders whose combined stake equals at
least 1% of share capital. These nominations must be received by the
Company no later than 22 August 2011 as described above. Each nomination
must include a statement by the nominee pursuant to § 87 (2) of the
Austrian Stock Corporation Act concerning his/her professional
qualifications, professional or comparable functions and any circumstances
that could raise concerns over possible bias.
Additional information on these shareholder rights as defined in §§ 109,
110 and 118 of the Austrian Stock Corporation Act are available immediately
on the company's website under http://www.viennaairport.com/hv.
PROOF OF SHAREHOLDING AND PARTICIPATION IN THE EXTRAORDINARY GENERAL
MEETING
Eligibility to participate in the Extraordinary General Meeting and to
exercise voting rights and other shareholder rights applicable to this
meeting are based on the shareholding or, if interim certificates were
issued, on listing in the register of shareholders at the end of 21 August
2011 (date for proof of shareholding).
A person is only eligible to participate in the Extraordinary General
Meeting, if he/she is a shareholder on this date and proves this status to
the company.
Bearer shares held in a depository
For bearer shares held in a depository, depository confirmation as defined
in § 10a of the Austrian Stock Corporation Act is sufficient proof of the
shareholding. This confirmation must be sent to the company no later than
26 August 2011 at one of the following addresses.
Via mail:
Flughafen Wien Aktiengesellschaft
Investor Relations
Attn: Mr. Mario Santi
P.O. Box 1
1300 Flughafen-Wien
Via SWIFT:
GIBAATWGGMS,(Message Type MT598; ISIN AT0000911805 must be included with
the text)
Via Telefax:
+43 (1) 8900 500 - 88
Via E-Mail:
[email protected], whereby the written
depository confirmation must be attached to the e-mail, e.g. as a pdf-file
Bearer shares not held in a depository
For bearer shares not held in a depository, written confirmation by an
Austrian notary public is sufficient proof of the shareholding. This
confirmation must be sent to the company at the above-mentioned mailing
address no later than the date indicated above. The requirements listed
below apply analogously to confirmation by a notary public (with the
exception of the depository number).
Interim certificates
If interim certificates were issued, only the listing in the register of
shareholders on the date for proof of the shareholding is relevant;
separate registration is not required to participate in the Extraordinary
General Meeting.
Depository confirmation pursuant to § 10a of the Austrian Stock Corporation
Act
The depository confirmation must be issued by a depository institution that
maintains its registered office in a member state of the European Economic
Community or in a full member state of the OECD, and must include the
following information:
Information on the issuer: name/company and address or a code commonly
used in transactions between financial institutions (SWIFT code),
Information on the shareholder: name/company, address, date of birth for
natural persons or register and registration number for legal entities,
Information on the shares: number of shares held by the shareholder, ISIN
AT0000911805,
Depository number or other designation,
Period covered by the depository confirmation.
The depository confirmation to verify the shareholding for participation in
the Extraordinary General Meeting must include reference to the above date
for the proof of shareholding, i.e. 21 August 2011.
Depository confirmations will be accepted in German or English.
Shareholders will not be blocked by registration for the Extraordinary
General Meeting or by the submission of depository confirmation;
shareholders therefore retain the right to freely dispose over their shares
after registration or the submission of depository confirmation.
REPRESENTATION BY PROXY
Every shareholder who is entitled to participate in the Extraordinary
General Meeting also has the right to delegate a proxy, who will
participate in this meeting on behalf of the shareholder and may exercise
the same rights as the shareholder who he/she represents.
The proxy must designate a specific person (a natural person or legal
entity) in writing, whereby more than one person may be authorised.
The proxy must be sent to the Company at one of the following addresses:
Via mail:
Flughafen Wien Aktiengesellschaft
Investor Relations
Attn: Mr. Mario Santi
P. O. Box 1
1300 Wien-Flughafen
Via telefax:
+43 (1) 8900 500 - 50
Via e-mail:
[email protected], whereby the proxy must be
attached to the e-mail in writing, e.g. as a pdf-file
Personally:
Upon registration for the Extraordinary General Meeting at the Austria
Center Vienna
Forms to grant and cancel proxies will be sent to shareholders on request
and are also available for download on the Company's website under
http://www.viennaairport.com/hv.
If the proxy is not to be submitted personally at the registration desk on
the day of the Extraordinary General Meeting, it must be received by the
Company no later than 4 pm on 30 August 2011.
The above rules for granting a proxy apply analogously to the cancellation
of a proxy.
The name of the depository institution should be included on the proxy form
to permit the identification of the shareholder.
Total number of shares and voting rights
The share capital of the Company totalled EUR 152,670,000.-- at the time
the invitation to the Extraordinary General Meeting was issued; this share
capital was divided into 21,000,000 bearer shares. Each share carries one
voting right. The Company held no treasury shares, either directly or
indirectly, at the time the invitation to the Extraordinary General Meeting
was issued. Therefore, the number of shares eligible for participation and
voting totalled 21,000,000 at the time the invitation to the Extraordinary
General Meeting was issued. The Company does not have more than one class
of shares.
We kindly ask you to arrive in sufficient time for the customary security
checks and to present valid, official photo identification at the
registration desk.
Admission and the distribution of voting cards will begin at 9 am.
Vienna, August 2011
The Management Board of Flughafen Wien Aktiengesellschaft
09.08.2011 DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Flughafen Wien AG
Postfach 1
1300 Wien-Flughafen
Austria
Phone: +43-1-7007/22826
Fax: +43-1-7007/23806
E-mail: [email protected]
Internet: http://www.viennaairport.com
ISIN: AT0000911805
WKN: 884216
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; London, Wien (Amtlicher Handel / Official Market)
End of Announcement DGAP News-Service
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