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Telekom Austria AG — AGM Information 2014
May 28, 2014
762_agm-r_2014-05-28_81fbe0d1-df39-47bc-ad38-61f595967d74.pdf
AGM Information
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EANS-General Meeting: Telekom Austria AG / Resolutions of the General Meeting
General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Dear Sir or Madam,
hereby we would like to inform you about the resolutions and voting results of the Annual General Meeting, which took place on May 28, 2014, at 10:00 a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Roland Rainer Platz 1 (formerly: Vogelweidplatz 14).
The share capital of the company amounts to EUR 966,183,000 is divided into 443 million bearer shares without par value.
Agenda Item 1: Presentation of the adopted financial statements and the management report as well as the consolidated financial statements including the consolidated management report and the corporate governance report, the proposal for utilisation of the net profit and the Supervisory Board report on the fiscal year 2013.
No resolution required.
Agenda Item 2: Resolution on the utilization of the net profit shown in the financial statements for the fiscal year 2013.
The following resolution was passed:
"Distribution of a dividend of EUR 0.05 per eligible no par value share. The rest and the amount that is allotted to non-eligible treasury shares will be carried forward onto new account."
Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,582,887 Proportion of the share capital represented by these votes: 73,27% Pro: 324,578,383 Contra: 4,504 Abstentions: 186,411
Agenda Item 3: Resolution on the discharge of the members of the Management Board for the fiscal year 2013.
The following resolution was passed:
"The members of the Management Board are granted discharge for the fiscal year 2013."
Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,480,686 Proportion of the share capital represented by these votes: 73.25% Pro: 284,294,572 Contra: 40,186,114 Abstentions: 288,071
Agenda Item 4: Resolution on the discharge of the members of the Supervisory Board for the fiscal year 2013.
The following resolutions were passed:
"Mr Franz GEIGER as a member of the Supervisory Board is granted discharge for the fiscal year 2013."
Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,601 Proportion of the share capital represented by these votes: 73.25%
Pro: 317,496,504 Contra: 6,983,097 Abstentions: 286,816 "Mrs Edith HLAWATI as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,478,819 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,494 Contra: 6,982,325 Abstentions: 287,598 "Mr Wilfried STADLER as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,104 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,494 Contra: 6,982,610 Abstentions: 287,313 "Mr Ronny Pecik as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,478,840 Proportion of the share capital represented by these votes: 73.25% Pro: 317,473,959 Contra: 7,004,881 Abstentions: 287,577 "Mr Michael ENZINGER as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,154 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,829 Contra: 6,982,325 Abstentions: 287,263 "Mr Alfred BROGYÁNYI as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,154 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,554 Contra: 6,982,600 Abstentions: 287,263 "Mrs Elisabetta CASTIGLIONI as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,660 Proportion of the share capital represented by these votes: 73.25% Pro: 317,497,060 Contra: 6,982,600 Abstentions: 286,757 "Mrs Henrietta EGERTH-STADLHUBER as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of
valid votes cast: 324,479,836 Proportion of the share capital represented by these votes: 73.25% Pro: 317,497,236 Contra: 6,982,600 Abstentions: 286,581 "Mr Peter J. OSWALD as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,478,960 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,360 Contra: 6,982,600 Abstentions: 287,457 "Mr Wolfgang RUTTENSTORFER as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,650 Proportion of the share capital represented by these votes: 73.25% Pro: 317,497,050 Contra: 6,982,600 Abstentions: 286,757 "Mr Harald STÖBER as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,826 Proportion of the share capital represented by these votes: 73.25% Pro: 317,497,246 Contra: 6,982,580 Abstentions: 286,581 "Mr Oscar VON HAUSKE SOLÍS as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,611 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,385 Contra: 6,983,226 Abstentions: 286,796 "Mr Rudolf KEMLER as a member of the Supervisory Board is granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,826 Proportion of the share capital represented by these votes: 73.25% Pro: 317,494,691 Contra: 6,985,135 Abstentions: 286,581 "The employee representatives as members of the Supervisory Board are granted discharge for the fiscal year 2013." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,479,806 Proportion of the share capital represented by these votes: 73.25% Pro: 317,496,913 Contra: 6,982,893 Abstentions: 286,601
Agenda Item 5: Resolution on the compensation for the members of the Supervisory Board for the fiscal year 2013.
The following resolution was passed:
"The remuneration for elected members of the Supervisory Board for the fiscal year 2013 is determined as follows: - for the chairman EUR 30,000 - for each of the deputy chairmen EUR 22,500 - for every further member of the Supervisory Board EUR 15,000 The attendance fee for each member of the Supervisory Board per meeting shall amount to EUR 300 until further notice." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,579,598 Proportion of the share capital represented by these votes: 73.27% Pro: 324,552,337 Contra: 27,261 Abstentions: 186,699 Agenda Item 6: Election of the auditors of the financial statements and of the consolidated financial statements for the fiscal year 2014. The following resolution was passed: "Deloitte Audit Wirtschaftsprüfungs GmbH, Vienna, is elected as company auditor and group auditor for the fiscal year 2014." Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,579,986 Proportion of the share capital represented by these votes: 73.27% Pro: 324,548,773 Contra: 31,213 Abstentions: 186,111 Agenda Item 7: Management report on share buy-back effected, number of treasury shares held and use of treasury shares. No resolution required. Agenda Item 8: Resolution on the amendment of the Articles of Association in Para 11 Sec 1 and 6 to adjust the quorum of the Supervisory Board. The following resolution was passed: "The Articles of Assocation shall be changed in Para 11 Sec 1, so that this Sec shall be read as follows: "The Supervisory Board has a quorum if all the Supervisory Board members have been properly convened and at least half the members, including the Chairman or one of his deputies, are present in person. A member of the Supervisory Board deemed to be present, if it participates via video conference that allows the immediate reciprocity, confidentiality and authenticity of the communication ("qualified videoconference"). The Chairman determines the type of meeting and may in particular make use of the possibility of convening a qualified videoconference meeting, if it is due to the urgency of the meeting or the local absence of members of Supervisory Board, in the interest of the Company."
Furthermore, Para 11 Sec 6 shall be amended; the parenthetical expression in the first sentence shall be read as follows: "("simple videoconference")".
Number of shares for which valid votes were cast as well as total number of valid votes cast: 324,580,086 Proportion of the share capital represented by these votes: 73.27% Pro: 324,555,737 Contra: 24,349 Abstentions: 186,111
For further information on the Annual General Meeting please visit our website under www.telekomaustria.com/en/ir/annual-general-meeting
Disclaimer for forward-looking statements:
This document contains forward-looking statements. These forward-looking statements are usually accompanied by words such as "believe", "intend", "anticipate", "plan", "expect" and similar expressions. Actual events may differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. Neither Telekom Austria nor any other person accepts any liability for any such forward-looking statements. Telekom Austria will not update these forward-looking statements, whether due to changed factual circumstances, changes in assumptions or expectations. This report does not constitute a recommendation or invitation to purchase or sell securities of Telekom Austria.
Further inquiry note: Matthias Stieber
Director Investor Relations
Tel.: +43 (0) 50 664 39126
| mailto: [email protected] | |
|---|---|
| issuer: | Telekom Austria AG |
| Lassallestrasse 9 | |
| A-1020 Wien | |
| mail: | [email protected] |
| WWW: | www.telekomaustria.com/ir |
| sector: | Telecommunications |
| ISIN: | AT0000720008 |
| indexes: | WBI, ATX Prime, ATX |
| stockmarkets: official market: Wien | |
| language: | English |
Aussendung übermittelt durch euro adhoc The European Investor Relations Service