AGM Announcements | 29 March 2011 13:08
Flughafen Wien AG / Announcement of the Convening of the General Meeting
29.03.2011 13:08
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.
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as published in the Wiener Zeitung Nr.060 - 29 March 2011, page 37
Flughafen Wien Aktiengesellschaft
FN 42984 m
ISIN AT0000911805
Invitation
to the 22nd Annual General Meeting
We hereby invite our shareholders to the Annual General Meeting of
Flughafen Wien Aktiengesellschaft on Friday, 29 April 2011, at 10 am, in
the Austria Center Vienna, 1220 Vienna, Bruno-Kreisky-Platz 1.
Agenda
1. Presentation of the annual financial statements and management report,
the corporate governance report, the consolidated financial statements
and the group management report and the report of the Supervisory Board
on the 2010 financial year
2. Resolution on the distribution of profit
3. Resolution on the release of the members of the Management Board from
liability for the 2010 financial year
4. Resolution on the release of the members of the Supervisory Board from
liability for the 2010 financial year
5. Resolution on remuneration for the members of the Supervisory Board for
the 2010 financial year
6. Election of the auditor for the financial statements and consolidated
financial statements for the 2011 financial year
7. Elections to the Supervisory Board
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
The following documentation will be available for review by shareholders at
the latest on 8 April 2011 at the registered offices of the company, 1300
Wien-Flughafen, Office Park 1, Investor Relations Department, Mr. Mario
Santi:
- Annual financial statements and management report,
- Corporate governance report,
- Consolidated financial statements and group management report,
- Recommendation for the distribution of profit,
- Report of the Supervisory Board,
each for the 2010 financial year; as well as
- Proposals for resolutions on the various points of the agenda
- Statements by the candidates for election to the Supervisory Board
(point 7 of the agenda) in accordance with § 87 (2) of the Austrian
Stock Corporation Act.
These documents as well as the full transcript of this invitation and the
forms for the granting and cancellation of a proxy in accordance with § 114
of the Austrian Stock Corporation Act will also be available in the
Internet under http://www.viennaairport.com/hv beginning on 8 April 2011
and at the Annual General Meeting.
INFORMATION ON THE RIGHTS OF SHAREHOLDERS AS DEFINED BY §§ 109, 110 AND 118
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 Annual General Meeting, if this
request is submitted to the company in writing at the following address no
later than 8 April 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 status as a
shareholder may be provided by the submission of depository confirmation as
described § 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 under the section on the right to
participate in the Annual 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 this
request is submitted to the company in writing no later than 19 April 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
HV2011@viennaairport.com, 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 status as a shareholder for the exercise of this shareholder right may
be provided by the submission of depository confirmation as described § 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 under the section on the right to
participate in the Annual General Meeting.
On request, every shareholder must be provided with information concerning
the business matters of the company at the Annual 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 subsidiary, 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 Annual 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 7 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 19 April 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 ANNUAL GENERAL MEETING
Eligibility to participate in the Annual General Meeting and to exercise
voting rights and other shareholder rights that apply to the Annual General
Meeting are based on the shareholding or, if interim certificates have been
issued, on listing in the register of shareholders at the end of 19 April
2011 (date for proof of shareholding).
A person is only eligible to participate in the Annual 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 April 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 - 50
Via w-mail anmeldung.flughafenwien@hauptversammlung.at, 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 the confirmation provided by a notary public
(with the exception of the depository number).
Interim certificates
If interim certificates have been 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 Annual General
Meeting.
Depository confirmation in accordance with § 10a of the Austrian Stock
Corporation Act
The depository confirmation must be issued by the depository institution,
which maintains its registered offices 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 Annual General Meeting must relate to the above date for the proof of
shareholding, i.e. 19 April 2011.
Depository confirmations will be accepted in German or English.
Shareholders will not be blocked by registration for the Annual General
Meeting or by the submission of depository confirmation; shareholders will
therefore retain the right to freely dispose over their shares after
registration or submission of depository confirmation.
REPRESENTATION BY PROXY
Every shareholder who is entitled to participate in the Annual General
Meeting also has the right to delegate a proxy, who will participate in the
Annual General 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 anmeldung.viennaairport@hauptversammlung.at, whereby the proxy
must be attached to the e-mail in writing, e.g. as a pdf-file
Personally: Upon registration for the Annual 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 Annual General Meeting, it must be received by the company
no later than 4 pm on 28 April 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 Annual 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 Annual 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 Annual General
Meeting was issued. The company does not have more than one class of
shares.
We kindly ask you to plan your arrival 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, March 2011
The Management Board
of
Flughafen Wien Aktiengesellschaft
29.03.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Flughafen Wien AG
Postfach 1
1300 Wien-Flughafen
Österreich
Phone: +43-1-7007/22826
Fax: +43-1-7007/23806
E-mail: m.santi@viennaairport.com
Internet: 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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