Telekom Austria AG

EANS-General Meeting: Telekom Austria AG
Resolutions of the General Meeting


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  General meeting information transmitted by euro adhoc. The issuer is
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Dear Sir or Madam,

Hereby we would like to inform you about the resolutions and voting results of
the Extraordinary General Meeting, which took place on 14 August, 2014, at 10:00
a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Roland Rainer Platz 1.

The share capital of the company amounts to EUR 966,183,000 is divided into 443
million bearer shares without par value.


Agenda Item 1: Elections to the Supervisory Board.

The following resolutions were passed:

"The number of members of the Supervisory Board elected by the General Meeting
has been raised from nine to ten."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 352,500,376
Proportion of the share capital represented by these votes: 79.57%
Pro: 351,848,391
Contra: 651,985
Abstentions: 24,953,364


"Mr Carlos José García Moreno Elizondo, born 06.01.1957, is elected as a member
of the Supervisory Board. He is elected until the end of the Annual General
Meeting resolving upon the discharge of the Supvervisory Board for the fiscal
year 2017."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,452,225
Proportion of the share capital represented by these votes: 85.20%
Pro: 353,572,913
Contra: 23,879,312
Abstentions: 6,727


 
"Mr Alejandro Cantu Jimenez, born 26.04.1972, is elected as a member of the
Supervisory Board. He is elected until the end of the Annual General Meeting
resolving upon the discharge of the Supvervisory Board for the fiscal year
2015."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,461,568
Proportion of the share capital represented by these votes: 85.21%
Pro: 353,677,342
Contra: 23,784,226
Abstentions: 4,175


"Mr Stefan Pinter, born 15.04.1978, is elected as a member of the Supervisory
Board. He is elected until the end of the Annual General Meeting resolving upon
the discharge of the Supvervisory Board for the fiscal year 2015."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,460,467
Proportion of the share capital represented by these votes: 85.21%
Pro: 353,701,076
Contra: 23,759,391
Abstentions: 2,705


"Mr Carlos M. Jarque, born 18.10.1954, is elected as a member of the Supervisory
Board. He is elected until the end of the Annual General Meeting resolving upon
the discharge of the Supvervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,457,717
Proportion of the share capital represented by these votes: 85.20%
Pro: 353,676,501
Contra: 23,781,216
Abstentions: 4,640


"Mr Reinhard Kraxner, born 07.05.1970, is elected as a member of the Supervisory
Board. He is elected until the end of the Annual General Meeting resolving upon
the discharge of the Supvervisory Board for the fiscal year 2015."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,443,826
Proportion of the share capital represented by these votes: 85.20%
Pro: 353,701,372
Contra: 23,742,454
Abstentions: 18,211


 
"Mr Oscar Von Hauske Solís, born 01.09.1957, is elected as a member of the
Supervisory Board. He is elected until the end of the Annual General Meeting
resolving upon the discharge of the Supvervisory Board for the fiscal year
2017."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,458,245
Proportion of the share capital represented by these votes: 85.21%
Pro: 354,560,881
Contra: 22,897,364
Abstentions: 3,160


"Mr Ronny Pecik, born 04.03.1962, is elected as a member of the Supervisory
Board. He is elected until the end of the Annual General Meeting resolving upon
the discharge of the Supvervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,458,041
Proportion of the share capital represented by these votes: 85.20%
Pro: 353,152,422
Contra: 24,305,619
Abstentions: 3,341


"Mrs Elisabetta Castiglioni, born 01.10.1964, is elected as a member of the
Supervisory Board. She is elected until the end of the Annual General Meeting
resolving upon the discharge of the Supvervisory Board for the fiscal year
2015."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,460,100
Proportion of the share capital represented by these votes: 85.21%
Pro: 354,155,325
Contra: 23,304,775
Abstentions: 1,745


"Mr Günter Leonhartsberger, born 12.07.1968, is elected as a member of the
Supervisory Board. He is elected until the end of the Annual General Meeting
resolving upon the discharge of the Supvervisory Board for the fiscal year
2017."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,453,055
Proportion of the share capital represented by these votes: 85.20%
Pro: 353,682,022
Contra: 23,771,033
Abstentions: 6,195


 
"Mr Rudolf Kemler, born 09.05.1956, is elected as a member of the Supervisory
Board. He is elected until the end of the Annual General Meeting resolving upon
the discharge of the Supvervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,444,388
Proportion of the share capital represented by these votes: 85.20%
Pro: 354,136,733
Contra: 23,307,655
Abstentions: 2,702


Agenda Item 2: Resolution on the creation of Authorized Capital 2014 (§ 169
AktG) against cash contribution. § 4 of the Articles is adapted accordingly.

The following resolution was passed:

"Pursuant to Sec 169 Stock Corporation Act, the Management Board, within five
years of registration of the relevant amendment to the Articles of Association
in the commercial register, with the consent by the Supervisory Board, is
authorized to increase the Company's share capital by a nominal maximum amount
of EUR 483,091,500 by issuing up to 221,500,000 bearer shares against cash
contribution, also in several tranches, (also indirectly through a credit
institution pursuant to Sec 153 para 6 Stock Corporation Act), and to fix the
issue price, any other terms of the issue and any further details, and the
Management Board may in particular issue new shares carrying dividend rights
from the beginning of the business year in which the implementation of the
increase of the share capital is registered in the commercial register, provided
and on condition that the net issue proceeds for the Company do not exceed EUR
1,000,000,000. The net issue proceeds shall be the total proceeds from the issue
less any external costs resulting from the issue which are to be borne by the
Company. The Supervisory Board is authorized to adopt any amendments to the
Articles of Association resulting from the issue of shares from the Authorized
Capital 2014."

The new sub para 4 of the § 4 of the Articles is as follows:

"Authorized Capital 2014: Pursuant to Sec 169 Stock Corporation Act, the
Management Board, within five years of registration of the relevant amendment to
the Articles of Association in the commercial register, with the consent by the
Supervisory Board, is authorized to increase the Company's share capital by a
nominal maximum amount of EUR 483,091,500 by issuing up to 221,500,000 bearer
shares against cash contribution, also in several tranches, (also indirectly
through a credit institution pursuant to Sec 153 para 6 Stock Corporation Act),
and to fix the issue price, any other terms of the issue and any further
details, and the Management Board may in particular issue new shares carrying
dividend rights from the beginning of the business year in which the
implementation of the increase of the share capital is registered in the
commercial register, provided and on condition that the net issue proceeds for
the Company do not exceed EUR 1,000,000,000. The net issue proceeds shall be the
total proceeds from the issue less any external costs resulting from the issue
which are to be borne by the Company. The Supervisory Board is authorized to
adopt any amendments to the Articles of Association resulting from the issue of
shares from the Authorized Capital 2014."


Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,442,356
Proportion of the share capital represented by these votes: 85.20%
Pro: 370,396,012
Contra: 7,046,344
Abstentions: 1,392


Agenda Item 3: Resolution on the changes in the Articles of Association in §§ 5,
8, 9, 11, 12, 17 and 18.

The following resolution was passed:

"The Articles of Association is changed in §§ 5, 8, 9, 11, 12, 17 and 18 as
follows:


-       § 5: In sub para (3) the second and the third sentences shall be deleted
and a new second sentence "If a Chairman has been appointed, he shall not have a
casting vote." shall be included. Thus, § 5 sub para (3) reads as follows:

(3) The Management Board shall adopt its resolutions by a simple majority of the
votes cast. If a Chairman has been appointed, he shall not have a casting vote.

-       § 8: In sub para (4) the words "re-election should only take place" in
the first sentence shall be replaced by the words "a replacement shall in any
event be elected.". Thus, § 8 sub para (4) reads as follows:


(4) If elected members of the Supervisory Board resign from the Supervisory
Board before the end of their terms of office, a replacement shall in any event
be elected without delay if the number of elected Supervisory Board members
falls below three. The terms of office of members so elected shall last until
the end of the terms of office of the resigning Supervisory Board members,
unless the General Meeting decides otherwise. Resigning Supervisory Board
members may be re-elected.


-       § 9: In sub para (1) the words "or two Deputies" in the first sentence
shall be replaced by the word "Deputy". Thus, § 9 sub para (1) reads as follows:

(1) The Supervisory Board shall, immediately after its election, elect a
Chairman and one Deputy. They shall be elected for their entire terms of office
as members of the Supervisory Board, unless the Supervisory Board decides
otherwise.

-       § 9: In sub para (3) the words " the deputies" shall be replaced by the
words "his Deputy". Thus, § 9 sub para (3) reads as follows:

(3) The Chairman and his Deputy may resign from office at any time by giving
four weeks' written notice to the Supervisory Board, even if they do not
simultaneously resign from the Supervisory Board.


 
-       § 9: In sub para (4) the words "one of the deputies" in the first
sentence shall be replaced by the words "his Deputy". Thus, § 9 sub para (4)
reads as follows:

(4) If the Chairman or his Deputy resigns from office during their terms of
office, the Supervisory Board shall immediately replace the person resigned. The
Chairman and his Deputy may be re-elected.


-       § 9: In sub para (5) the words "The deputies" shall be replaced by the
words "The Deputy". Thus, § 9 sub para (5) reads as follows:

(5) The Deputy of the Chairman shall have the same rights and obligations as the
Chairman when acting as Chairman.

-       § 11: In sub para (1) the words "one of his deputies, is present" in the
first sentence shall be replaced by the words "his Deputy, are present; however,
in certain cases, the Rules of Procedure of the Supervisory Board may require
the presence of the Chairman for the meeting to form a quorum." Thus, § 11 sub
para (1) reads as follows:

(1) The Supervisory Board shall form a quorum if all Supervisory Board members
have been properly invited and at least half of the members, including the
Chairman or his Deputy, are present; however, in certain cases, the Rules of
Procedure of the Supervisory Board may require the presence of the Chairman for
the meeting to form a quorum. A member who participates via video conference
enabling direct reciprocity, confidentiality and authenticity of communication
("qualified video conference") shall also be deemed present. The Chairman shall
determine the type of meeting and may especially call a qualified video
conference if this seems appropriate in the interest of the Company taking into
consideration the urgency of holding a meeting or the absence of Supervisory
Board members."


-       § 11: In sub para (4) the third sentence is replaced by the sentence
"The Chairman shall not have a casting vote.". Thus, § 11 sub para (4) reads
follows:

(4) Resolutions are adopted by a simple majority of the votes cast. Any
abstention shall not count as a vote cast. The Chairman shall not have a casting
vote.

-       § 11: In sub para (6) the words "one of his deputies" in the second
sentence shall be replaced by the words "his Deputy". Further, the following
wording shall be included after the second sentence: "; however, in certain
cases, the Rules of Procedure of the Supervisory Board may require the presence
of the Chairman for a meeting to form a quorum." Thus, § 11 sub para (6) reads
as follows:

(6) Circular resolutions: In urgent cases, the Chairman may allow votes in
writing or by phone, by fax or e-mail, via the Internet or by video telephony
("simple video conference") without the Supervisory Board members gathering for
a meeting, provided that no Supervisory Board member objects in writing to this
procedure within one week of sending of the documents. A resolution is adopted
if all Supervisory Board members have been invited to vote and at least half of
the members, including the Chairman or his Deputy, have participated in the
circular resolution; however, in certain cases, the Rules of Procedure of the
Supervisory Board may require the presence of the Chairman for a meeting to form
a quorum. Any abstention from voting in circular resolutions shall be counted
for the purpose of establishing a quorum, but shall not be counted for the
purpose of establishing the results. A member of the Supervisory Board may not
be represented by another Supervisory Board member in circular resolutions.

-       § 12: Sub para (2) shall be deleted. The numbering of the following
paragraphs changes so that the existing paragraphs (3), (4), (5), (6) and (7)
become paragraphs (2), (3), (4), (5) and (6).

-       § 17: In § 17 a new sub para (3) shall be inserted, reading:

" As long as the Republic of Austria, directly or indirectly, holds at least 25%
+ 1 share in the registered share capital of the Company, resolutions pursuant
to Sec 149 Stock Corporation Act and Section 174 Stock Corporation Act, where
instruments including a conversion right or a conversion obligation into shares
of the Company are concerned, as well as changes to this provision of the
Articles of Association shall require a majority of at least three quarters of
the share capital represented upon the resolution. These majority requirements
cease to exist without requiring a change of the Articles of Association once
the shareholding of the Republic of Austria for the first time falls below 25% +
1 share in the registered share capital. The effective date shall be the
notification of the Company according to Sec 92 Stock Exchange Act or the
provision replacing the same. Provided that the agenda of a General Meeting
includes issues referred to in the first sentence of this paragraph, the
Chairman, in the context of chairing the meeting pursuant to Sec 116 para 1
Stock Corporation Act in connection with Sec 121 para 1 Stock Corporation, shall
determine at the beginning of the General Meeting whether the majority
requirements referred to in the first sentence of this paragraph are
applicable."

The numbering of the following paragraphs thus changes, so that the existing
paragraphs (3) and (4) become paragraphs (4) and (5).

-       § 18: In sub para (1) the word order "one of his deputies" shall be
deleted and shall be replaced by the words "his Deputy". Thus, § 18 sub para (1)
reads as follows:

(1) The General Meeting is chaired by the Chairman of the Supervisory Board; if
neither he nor his Deputy is present in person or willing to chair the meeting,
the notary present to record the proceedings shall chair the meeting to elect a
Chairman.


Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,442,487
Proportion of the share capital represented by these votes: 85.20%
Pro: 352,350,831
Contra: 25,091,656
Abstentions: 608


 
Agenda Item 4: Approval of conditional settlements with former Members of the
Management Board.

The following resolutions were passed:

4.1. Approval of a settlement with Mr. Rudolf Fischer
The key points of the settlement are:


In addition to the already paid EUR 500,000, Mr. Fischer shall be obliged to the
following two payments:
a)      immediately     EUR     1,250,000
b)      within 4 weeks from conclusion of settlement    EUR     750,000


Upon fulfillment of the settlement, all compensation claims or claims based on
unjust enrichment, which are known or transparent to Telekom Austria AG until
22/05/2014, either by access to the files of the criminal proceedings or
otherwise, are waived and settled. The result of the criminal proceedings shall
not affect the validity of this settlement. This shall also apply in case Mr.
Fischer is acquitted in respect to all proceedings.
Claims arising from any unlawful benefits and "kick-back" payments of third
people to Mr. Fischer are not waived and settled; except for one unresolved
issue with an amount of up to EUR 200,000, that is still under investigation by
the authorities.

The risk of recourse of jointly liable persons shall be borne by Mr. Fischer.

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,438,515
Proportion of the share capital represented by these votes: 85.20%
Pro: 377,415,026
Contra: 23,489
Abstentions: 2,968


4.2. Approval of framework conditions of a settlement with Dr. Stefano Colombo
The key points of a settlement with Dr. Stefano Colombo are:

In addition to the already paid EUR 196,000, Dr. Stefano Colombo shall be
obliged to pay an additional amount of EUR 3,130,000 to Telekom Austria AG.

Upon fulfillment of the settlement, all compensation claims or claims based on
unjust enrichment, which are known or transparent to Telekom Austria AG or its
subsidiaries until 14/08/2014, either by access to the files of the criminal
proceedings or by the parliamentary investigation committee, are waived and
settled. All claims of Telekom Austria AG or its subsidiaries (as far as they
are known by Telekom Austria AG or its subsidiaries) against Dr. Stefano Colombo
resulting from Dr. Stefano Colombo's former activities for Telekom Austria AG,
are finally waived and settled.

 
The risk of recourse of jointly liable persons shall be borne by Dr. Stefano
Colombo.

For the avoidance of doubt, the above shall constitute an authorization to
conclude a settlement with Dr. Stefano Colombo within the above limits, however
the Company may also abstain from such settlement.

Number of shares for which valid votes were cast as well as total number of
valid votes cast: 377,432,569
Proportion of the share capital represented by these votes: 85.20%
Pro: 377,407,033
Contra: 25,536
Abstentions: 2,671


For further information on the Annual General Meeting please visit our website
under www.telekomaustria.com/en/ir/annual-general-meeting



Disclaimer for forward-looking statements: 
This document contains forward-looking statements. These forward-looking
statements are usually accompanied by words such as "believe", "intend",
"anticipate", "plan", "expect" and similar expressions. Actual events may differ
materially from those anticipated in these forward-looking statements as a
result of a number of factors. Forward-looking statements involve inherent risks
and uncertainties. A number of important factors could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statement. Neither Telekom Austria nor any other person accepts any liability
for any such forward-looking statements. Telekom Austria will not update these
forward-looking statements, whether due to changed factual circumstances,
changes in assumptions or expectations. This report does not constitute a
recommendation or invitation to purchase or sell securities of Telekom Austria.


Further inquiry note:
Matthias Stieber
Director Investor Relations
Tel.: +43 (0) 50 664 39126
mailto: matthias.stieber@telekomaustria.com

end of announcement                               euro adhoc 
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issuer:      Telekom Austria AG
             Lassallestrasse 9
             A-1020 Wien
mail:     investor.relations@telekomaustria.com
WWW:      www.telekomaustria.com/ir
sector:      Telecommunications
ISIN:        AT0000720008
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English
 

 

 

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