for transmission of the deposit certificate in text-form, sufficient according
§ 17 para 3 of the Articles of Association.
Via telefax: + 43 (0) 1 8900 500 86; or
Via e-mail email@example.com [firstname.lastname@example.org]
(deposit certificates may only be submitted in PDF format)
Without the deposit certificate reaching the Company in time, the appointment of
the special voting proxy and the exercise of the information rights by
shareholders cannot be done validly.
The shareholders are requested to contact their custodian bank and to arrange
for the issuance and delivery of a deposit certificate.
The Record Date has no effect on the saleability of the shares and has no
significance for dividend entitlement.
Deposit certificate pursuant to section 10a AktG
The deposit certificate must be issued by a custodian bank, 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: (company) name and address or a code which is
customary in the transactions between credit institutions (BIC- or SWIFT
o Information on the shareholder: (company) name, address, date of birth of
natural persons, if applicable register and register number of legal
o Information on the shares: number of shares of the shareholder, ISIN
(International Securities Identification Number)
o Deposit number and/or other designation,
o Date to which the deposit certificate relates.
Moreover, 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 Record Date (May 23, 2021, 12:00 midnight, Vienna
time,) referred to above.
The deposit certificate is accepted in both German and English languages.
1. APPOINTMENT OF A SPECIAL VOTING PROXY AND CORRESPONDING PROCEDURE
Each shareholder entitled to attend the virtual General Meeting, who has proven
that pursuant to section IV. above, has the right to appoint a special voting
In the virtual General Meeting of ams AG pursuant to COVID-19-CorpReg on June 2,
2021, shareholders can only propose resolutions, cast votes and/or raise
objections through one of the special voting proxies. The Company proposes the
following persons as special voting proxies, each appropriate and independent of
Mr. Walter Pisk, public notary
Raubergasse 20, 8010 Graz
Mr. Andreas Schuetz, attorney-at-law
Taylor Wessing e|n|w|c Natlacen Walderdorff Cancola Attorneys
Schwarzenbergplatz 7, 1030 Vienna
Mr. Philipp Stossier, attorney-at-law
Dragonerstrasse 54, 4600 Wels
Mr. Arno Weigand, public notary
Untere Donaustrasse 13-15/7th floor, 1020 Vienna
Each shareholder may select one of the four persons named above as its special
voting proxy and grant such person power of attorney.
A specific form for the appointment of a special voting proxy is available on
the Company's website www.ams.com/general-meeting for each of the four proposed
special voting proxies. The Company kindly asks its shareholders to use the
For the granting of a power of attorney, as well as the modalities and deadlines
for its submission, please pay attention to the Information on Participation.
Personal delivery of the power of attorney on site is explicitly prohibited.
1. Notice regarding the rights of the shareholders pursuant to SECTIONS 109,
110, 118 AND 119 AktG (section 106 no. 5 AktG)
1. Additions to the agenda by shareholders (section 109 AktG)
Shareholders, whose shares individually or jointly represent 5 % of the share
capital and who have held these shares for at least three months prior to
filing, may request in writing that additional items are placed on the agenda of
this General Meeting and made public, if such a request in written form is
received by the Company exclusively at the address ams AG, Tobelbader Strasse
30, A-8141 Premstaetten, c/o Franz Fazekas, Vice President & Head of Legal
Global, or via SWIFT GIBAATWGGMS (Message Type MT598 and MT599; please
implicitly indicate ISIN AT0000A18XM4 in the text), or by e-mail email@example.com on
May 12, 2021, 12:00 midnight, Vienna time, at the latest. "Written form" means
(i) personal signature or company signature by each requestor, (ii) via e-mail
with qualified electronic signature, or (iii) submitted in text form via an
international, specially secured communication network of credit institutions,
as long as its participants can be clearly identified (e.g. SWIFT).
Each item requested in this manner must include a resolution proposal and the
reasons thereto. The agenda item and the resolution proposal, but not the
reasons thereto, have to be drawn in German language. To prove the shareholder
status, a deposit certificate pursuant to section 10a AktG shall be sufficient
for bearer shares kept in deposit, in which it is confirmed that the requesting
shareholders have consecutively been shareholders for at least three months
prior to filing of such request; such certificate must not be older than seven
days upon presentation to the Company. Several individual deposit certificates,
which only jointly reach the required shareholding of 5%, have to refer to the
same point in time (date and time) in each case. With regard to further
requirements of a deposit certificate, please refer to the provisions on the
right to attend (section IV of this convocation) above.
Resolution proposals of shareholders to items on the agenda (section 110 AktG)
Shareholders, whose shares jointly represent 1% of the share capital, may submit
proposals for the passing of resolutions including justifications on each item
on the agenda in text form within the meaning of section 13 para 2 AktG, and may
request that these proposals including justifications and corresponding
statements of the Management Board or the Supervisory Board thereto, if any, are
made available on the website of the Company, if this request is received in
text form within the meaning of section 13 para 2 AktG by the Company at the
latest on May 21, 2021, 12:00 midnight, Vienna time, either at ams AG, A-8141
Premstaetten, Tobelbader Strasse 30, c/o Franz Fazekas, Vice President & Head of
Legal Global, or by e-mail firstname.lastname@example.org, whereas the request in text form within
the meaning of section 13 para 2 AktG, such as a PDF file must be attached to
the e-mail. A declaration in text form within the meaning of section 13 para 2
AktG means that such declaration has to be submitted in document form or an
alternative form that enables the permanent reproduction of the characters, has
to name the declaring person and the end of such declaration has to be indicated
by facsimile of the signature of the declaring or person or otherwise. The
proposal but not the justification needs to be drawn up in German language.
The shareholder status must be evidenced by the submission of a deposit
certificate pursuant to section 10a AktG, which at the time of presentation to
the Company must not be older than seven days. Several individual deposit
certificates, which only jointly reach the required shareholding of 1%, have to
refer to the same point in time (date and time) in each case. As regards the
other requirements for a deposit certificate, please refer to the provisions on
the right to attend (section IV. of this convocation) above.
1. Information pursuant to section 110 para 2 AktG
With regard to agenda item 10. "Election of two members to the Supervisory
Board" and potential election proposals by shareholders pursuant to section 110
AktG, the Company provides the following information:
ams AG is subject to section 86 para 7 AktG.
The Supervisory Board of ams AG currently consists of six members elected by the
General Meeting (Shareholder Representatives) and three members delegated by the
Works Council (Employee Representatives) pursuant to section 110 of the Austrian
Work Organisation Act ("ArbVG"). The Shareholder Representatives currently
consist of two women and four men. The Employee Representatives currently
consist of one woman and two men. Therefore, the Company fulfils the minimum
quota pursuant to section 86 para 7 AktG.
It is communicated that a contradiction in accordance with section 86 para 9
AktG was neither raised by the majority of the Shareholder Representatives nor
by the majority of the members of the Works Council, therefore, no separate
fulfilment, but an overall fulfilment of the minimum proportion requirements
according to section 86 para 7 AktG is applicable.
Pursuant to § 8 para 1 of the Articles of Association of ams AG, the Supervisory
Board consists of a minimum of three and a maximum of six members elected by the
General Meeting and the members delegated in accordance with section 110 ArbVG.
In total, the Supervisory Board shall consist of not more than nine members.
Prior to the election of two members to the Supervisory Board (agenda item 10),
the Articles of Association of the Company shall be amended in order to increase
the number of Supervisory Board members to up to eight Shareholder
Representatives and up to four Employee Representatives (agenda item 9). If the
amendment of the Company's Articles of Association in § 8 para 1, proposed under
agenda item 9, is adopted by the General Meeting, potential nominations by
shareholders pursuant to section 110 AktG, the quota pursuant to section 86 para
7 AktG described above has to be observed and, as a rule, at least three women
have to be elected as Shareholder Representatives in order to comply with the
minimum quota set forth in section 86 para 7 AktG.
Information rights (section 118 AktG)
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