AT&S Austria Technologie & Systemtechnik AG / AGM/EGM 07.07.2010 13:12 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. =-------------------------------------------------------------------------- AT&S General Meeting elects Supervisory Board, authorizes Management Board to capital measures and prolongs authorizations to repurchase treasury shares The 16th Ordinary General Meeting of AT&S Austria Technologie und Systemtechnik Aktiengesellschaft (AT&S) held on July 7, 2010 has elected Mr. Ing. Willibald Dörflinger, Mr. Dkfm. Dr. Hannes Androsch, Mr. Dkfm. Karl Fink and Mr. Dipl.Ing. Albert Hochleitner again into the Supervisory Board of the Company. Furthermore, the General Meeting has resolved to authorize the Management Board pursuant to section 174 (2) Stock Corporation Act to issue until July 6, 2015 and with the consent of the Supervisory Board convertible bonds in a total nominal amount of up to EUR 100.000.000,--, also in several tranches, to determine all terms and conditions, the emission and the exchange ratio of the convertible bonds and also to exclude shareholders' pre-emptive rights. This authorization can be exercised in whole or in parts. In addition, the nominal capital has been conditionally increased by an amount of up to EUR 14.245.000,-- by the issue of up to 12.950.000 new no-par-value bearer shares. The conditional increase of the nominal capital will only be executed to the extent that holders of the convertible bonds issued based on the resolution by the General Meeting at July 7, 2010 exercise the subscription or exchange right for shares in the Company granted to them. The Management Board has been authorized to determine all conditions, the issuance and the exchange ratio of the convertible bonds and to exclude pre-emptive rights of shareholders. The Supervisory Board has been authorized to resolve on amendments to the Articles of Association which result from the issuance of the shares from the conditional capital. The newly issued shares from the conditional nominal capital increase participate in the profits in the same way as the shares traded at the stock exchange at the time of issuance. Moreover, the Management Board has been authorized to increase the nominal capital of the Company until July 6, 2015 and with the consent of the Supervisory Board, also in several tranches if necessary, by up to EUR 14.245.000,-- by issuing up to 12.950.000 no-par-value bearer shares in exchange for cash payment or contribution in kind, even if the shareholders' pre-emptive rights are excluded in whole or in part and to determine the details of issuance (including without limitation the issue price, nature of contribution in kind, contents of share rights, exclusion of pre-emptive rights etc) with the consent of the Supervisory Board. The Supervisory Board has been authorized to resolve amendments to the Articles of Association resulting from the issuance of the shares from authorized capital. The following limitation of the aforementioned authorizations according to amount has to be observed: The sum of (i) the number of the new shares actually or potentially issued from the conditional capital in accordance with the terms and conditions of the convertible bonds, and (ii) the number of the shares issued from the authorized capital may not exceed the number of 12.950.000. Therefore, within the scope of the granted authorizations shares may only be issued to an extent of up to 50% of the current nominal capital of the Company. The General Meeting has also resolved to amend the Articles of Association in accordance with the aforementioned resolutions and for the adjustment to the Stock Corporation Amendment Act 2009 in § 3 (Publication and Notices) para 2 and in § 4 (Nominal Capital) para 5 as well as in § 22 (General Provisions) para 3 to 11. Furthermore the 16th Ordinary General Meeting has resolved to revoke the authorization of the Management Board, granted by a resolution in the fourteenth ordinary General Meeting of July 3, 2008 under item 9. of the agenda for a period of 30 months - as far as it has not been exercised - by which the Management Board was authorized to the repurchase and use of treasury shares, and at the same time to authorize the Management Board according to section 65 (1) (8) Stock Corporation Act to purchase, within a period of 30 months from the adoption of the resolution treasury shares to an extent of up to 10% of the nominal capital, whereas the acquisition price of every no-par-value share to be purchased shall not be below EUR 1,10 and not exceed EUR 110,--, as well as to authorize the Management Board to redeem the repurchased treasury shares without a further resolution by the General Meeting or to utilize the repurchased treasury shares for the implementation of the employee participation scheme programme respectively the stock option programme of the Company. The Supervisory Board has been authorized to resolve amendments to the Articles of Association resulting from the redemption of shares. Accordingly, the Management Board has therefore resolved today, to make use of this authorization and to proceed with the repurchase of treasury shares. Hence, AT&S may repurchase nominal capital to an extent of up to 10% within the next 30 months. As of June 30, 2010 AT&S holds 2.577.412 treasury shares; this corresponds to 9,95% of the nominal capital or a proportionate amount of EUR 2.835.153,20 respectively. The repurchase of treasury shares will be carried out through Xetra and in accordance with the Regulation (EC) No 2273/2003. The Company will report regularly on the progress of the share buy-back programme on its homepage under www.ats.net (Investors). Finally, today's General Meeting has resolved to revoke the authorization of the Management Board, granted by a resolution in the fourteenth Ordinary General Meeting of July 3, 2008 under item 10. of the agenda for a period of 5 years by which the Management Board was authorized to the disposal of treasury shares, and at the same time to authorize the Management Board according to sec 65 (1b) Stock Corporation Act to the disposal of treasury shares for a period of 5 years from the adoption of the resolution, therefore, until and including July 6, 2015, with the consent of the Supervisory Board and without a further resolution by the General Meeting, also in other ways than on the stock market or through public offering, in particular in order to serve stock options of employees, executive employees and members of the Management Board / the management of the Company or any of its affiliates or for issued convertible bonds, as the case may be, for redemption, as consideration for the acquisition of businesses, participations or other assets, for disposal in the form of an accelerated-bookbuilding-procedure, and to utilize them for any other legally permitted purpose and in this connection to exclude any pre-emptive rights of shareholders pursuant to section 65 (1b) in conjunction with 169 to 171 Stock Corporation Act. The authorization shall be exercisable in whole or in part. In addition, a dividend in the amount of EUR 0,10 per share has been resolved upon in the course of the 16th Ordinary General Meeting. Ex-Day is July 28, 2010. The dividend will be paid on July 28, 2010. With this announcement also the notification requirements pursuant to the regulation on disclosures are fulfilled. The results for the first quarter of AT&S will be published on [July 22,] 2010. Mag. Martin Theyer Fabriksgasse 13 8700 Leoben Tel: 0043 3842 200 5909 Email: email@example.com 07.07.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de =-------------------------------------------------------------------------- Language: English Company: AT&S Austria Technologie & Systemtechnik AG Fabriksgasse 13 8700 Leoben Österreich Phone: +43 (1) 3842200-0 Fax: +43 (1) 3842200-216 E-mail: firstname.lastname@example.org Internet: www.ats.net ISIN: AT0000969985, AT0000A09S02 WKN: 922230 Listed: Freiverkehr in Berlin, Düsseldorf, München, Hannover, Stuttgart, Hamburg; Open Market in Frankfurt; Foreign Exchange(s) Wien (Amtlicher Handel / Official Market) End of News DGAP News-Service =--------------------------------------------------------------------------
Copyright (c) 2007 Dow Jones & Company, Inc.