AGM Announcements | 23 March 2012 14:34
Flughafen Wien AG / Announcement of the Convening of the General Meeting
23.03.2012 14:34
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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Flughafen Wien Aktiengesellschaft
FN 42984 m
ISIN AT0000911805
Invitation
to the 24th Annual General Meeting
We hereby invite our shareholders to the Annual General Meeting of
Flughafen Wien Aktiengesellschaft on Tuesday, 24 April 2012, at 10 am, in
the Multiversum Schwechat, Möhringgasse 2-4, 2320 Schwechat
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 2011 financial year
2. Resolution on the use of net profit
3. Resolution on the release of the members of the Management Board from
liability for the 2011 financial year
4. Resolution on the release of the members of the Supervisory Board from
liability for the 2011 financial year
5. Resolution on remuneration for the members of the Supervisory Board for
the 2011 financial year
6. Election of the auditor for the financial statements and consolidated
financial statements for the 2012 financial year
7. Resolution on the amendment of the articles of association (above all
to reflect changes in Austrian company law
('Gesellschaftsrechts-Änderungsgesetz 2011')
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
The following documentation will be available for review by shareholders at
the latest on 3 April 2012 on the company's website under
www.viennaairport.com and will also be available at the Annual General
Meeting:
- 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 2011 financial year; as well as
- Proposals for resolutions on the various points of the agenda
- Articles of association, with notation of recommended amendments
- Form for the granting of a proxy
- Form for the cancellation of a proxy
- The complete text of this invitation.
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 3 April 2012: 1300 Wien-Flughafen, P.O. Box 1, Mr. 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 13 April 2012
by telefax to +43(0)1-7007/23622 or by mail to 1300 Wien-Flughafen, P.O.
Box 1, Mr. Wolfgang Köberl, General Secretariat, or by
e-mail to HV2012@viennaairport.com, whereby in this case the written
request must be attached to the e-mail, e.g. as a pdf-file. 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.
Additional information on these shareholder rights as defined in §§ 109,
110, 118 and 119 of the Austrian Stock Corporation Act are available
immediately on the company's website under http://www.viennaairport.com.
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 14 April
2012 (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
19 April 2012 at one of the following addresses:
Via mail or messenger
Flughafen Wien Aktiengesellschaft
to Investor Relations
Attn.: Mr. Mario Santi
1300 Flughafen-Wien
Via SWIFT to:
GIBAATWGGMS
(Message Type MT598; ISIN AT0000911805 must be included
with the text)
Via telefax to:
+43 (1) 8900 500 - 88
Via e-mail to:
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 pursuant to § 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. 14 April 2012.
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 or messenger to:
Flughafen Wien Aktiengesellschaft
Investor Relations
Attn: Mr. Mario Santi
1300 Wien-Flughafen
Via telefax to:
+43 (1) 8900 500 - 88
Via e-mail to:
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 Multiversum, Schwechat
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
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 23 April 2012.
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.
The Management Board of Flughafen Wien Aktiengesellschaft
Vienna, March 2012
23.03.2012 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
Austria
Phone: +43-1-7007/22826
Fax: +43-1-7007/23806
E-mail: investor-relations@viennaairport.com
Internet: http://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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