AGM Information • May 16, 2014
AGM Information
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publication: 16.05.2014 16:45 source: http://adhoc.pressetext.com/news/1400251500840 keywords: Results / Annual General Meeting / Wienerberger
Shareholders' meeting results
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 18,793,934.15 and the carryforward of the remaining EUR 4,986,419.03.
Votes in favor: 56,388,792 Votes against: 62,823 Abstentions: 1
Number of shares, for which valid votes were made: 56,451,615 Percentage of the registered capital represented by these votes: 48.03% Total number of valid votes: 56,451,615
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 2013 financial year.
Votes in favor: 55,918,205 Votes against: 346,310 Abstentions: 187,151
Number of shares, for which valid votes were made: 56,264,515 Percentage of the registered capital represented by these votes: 47.87% Total number of valid votes: 56,264,515
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 2013 financial year.
Votes in favor: 55,511,981 Votes against: 347,473 Abstentions: 592,212
Number of shares, for which valid votes were made: 55,859,454 Percentage of the registered capital represented by these votes: 47.53% Total number of valid votes: 55,859,454
(1) The Supervisory Board recommends that the Annual General Meeting approve an increase 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 five members by two persons to a total of seven members.
Votes in favor: 56,441,032 Votes against: 8,248 Abstentions: 586
Number of shares, for which valid votes were made: 56,449,280 Percentage of the registered capital represented by these votes: 48.03% Total number of valid votes: 56,449,280
(2) The Supervisory Board recommends the election of the following persons:
Votes in favor: 56,291,632 Votes against: 156,174 Abstentions: 2,060
Number of shares, for which valid votes were made: 56,447,806 Percentage of the registered capital represented by these votes: 48.03% Total number of valid votes: 56,447,806
Votes in favor: 56,292,332 Votes against: 155,474 Abstentions: 2,060
Number of shares, for which valid votes were made: 56,447,806 Percentage of the registered capital represented by these votes: 48.03% Total number of valid votes: 56,447,806
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 2014 financial year.
Votes in favor: 56,288,898 Votes against: 158,047 Abstentions: 2,921
Number of shares, for which valid votes were made: 56,446,945 Percentage of the registered capital represented by these votes:48.03% Total number of valid votes: 56,446,945
(a) Resolution on an authorized capital and on the amendment of § 4 (3) of the Articles of Association (Authorized Capital) as follows:
"(3) The Managing Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company within five years from the date the amendment to the Articles of Association is registered in the Commercial Register - in multiple tranches, if required - against cash or contributions in kind by up to EUR 17,629,014 through the issue of up to 17,629,014 new bearer no par value shares and to determine the issue price and the issue conditions.
The statutory subscription rights can be granted to the shareholders in such a way that the capital increase will be undertaken by a bank or a consortium of banks with the obligation to offer the shareholders the opportunity to participate in the capital increase in proportion to their subscription rights (indirect subscription right). The Managing Board is authorized, with the approval of the Supervisory Board, to exclude the subscription rights of shareholders for fractional amounts which arise as a consequence of subscription ratios.
The Managing Board is also authorized, with the approval of the Supervisory Board, to exclude subscription rights in relation to a capital increase from the authorized capital (i) for contributions in kind for the granting of shares for the purpose of acquiring companies, parts of companies or interests in companies or (ii) for over-allotment options in connection with the placement of new shares of the Company (Greenshoe). The number of shares issued under exclusion of the subscription right may in total not exceed 5,876,338.
The Supervisory Board is authorized to resolve on amendments to the Articles of Association resulting from the issue of shares under the authorized capital."
Votes in favor: 54,818,567 Votes against: 1,630,253 Abstentions: 1,046
Number of shares, for which valid votes were made: 56,448,820 Percentage of the registered capital represented by these votes: 48.03% Total number of valid votes: 56,448,820
(b) Not forwarded for voting.
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 16, 2014 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 11, 2012.
Votes in favor: 55,944,933 Votes against: 503,904 Abstentions: 1,029
Number of shares, for which valid votes were made: 56,448,837 Percentage of the registered capital represented by these votes: 48.03% Total number of valid votes: 56,448,837
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.
Barbara Braunöck, Head of Corporate Communications T +43 1 601 92 - 10221 | [email protected]
If you do not wish to receive the Wienerberger newsletter any longer, send an e-mail with subject: "unsubscribe newsletter" to [email protected].
Wienerberger AG is a pure free float company, whereby the majority of shares are held by Austrian and international institutional investors. Additional information on the shareholder structure is provided under http://www.wienerberger.com/investor-relations/thewienerberger-share/the-wienerberger-share/shareholder-structure.http://www.wienerberger.com/investor-relations/thewienerberger-share/the-wienerberger-share/shareholder-structure.
| emitter: | Wienerberger AG Wienerbergstraße 11 1100 Wien Austria |
|---|---|
| contact person: | Barbara Braunöck |
| phone: | +43 1 60192 10221 |
| e-mail: | [email protected] |
| website: | www.wienerberger.com |
| ISIN(s): | AT0000831706 (share) |
| stock exchanges: | official trade in Vienna |
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