for transmission of the deposit certificate in text-form, sufficient according to § 17 para 3 of the Articles of Association. Via telefax: + 43 (0) 1 8900 500 86; or Via e-mail anmeldung.ams@hauptversammlung.at [anmeldung.ams@hauptversammlung.at] (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 Code), o Information on the shareholder: (company) name, address, date of birth of natural persons, if applicable register and register number of legal persons, o Information on the shares: number of shares of the shareholder, ISIN AT0000A18XM4, (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 are accepted. 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 proxy. 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 the Company: Mr. Walter Pisk, public notary Raubergasse 20, 8010 Graz E-mail pisk.ams@hauptversammlung.at Mr. Andreas Schuetz, attorney-at-law Taylor Wessing e|n|w|c Natlacen Walderdorff Cancola Attorneys Schwarzenbergplatz 7, 1030 Vienna E-mail schuetz.ams@haupversammlung.at Mr. Philipp Stossier, attorney-at-law Dragonerstrasse 54, 4600 Wels E-mail stossier.ams@haupversammlung.at Mr. Arno Weigand, public notary Untere Donaustrasse 13-15/7th floor, 1020 Vienna E-mail weigand.ams@hauptversammlung.at 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 provided form. 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 agm@ams.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 agm@ams.com, 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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