Miba Aktiengesellschaft

EANS-General Meeting: Miba Aktiengesellschaft
Resolutions of the General Meeting

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Motions Proposed and Resolutions Passed by the Common Shareholder of Miba
Aktiengesellschaft to the 29th Annual General Meeting of Shareholders of Miba AG
on June 25, 2015
 
 
MOTION 2
"Resolution concerning the allocation of net profit for the 2014-2015 business
year"
The Management Board and the Supervisory Board moved that the Management Board's
proposal approved by the Supervisory Board be adopted and that a preferred
dividend of EUR 8.00 per share be paid to preferred shareholders from the net
retained profit in the amount of EUR EUR 85,193,166.97- an. It is further moved
that the Management Board's proposal to distribute a dividend of EUR 8.00 per
share to common shareholders and to carry the remaining amount over to the next
year be approved.
 
The motion was passed with 100% of the common shareholder's vote and thus with
the required majority.
 
                   

MOTION 3
"Resolution concerning the discharge of the members of the Management Board and
Supervisory Board for the 2014-2015 business year"
The Management Board and the Supervisory Board moved that the members of the
Management Board and the members of the Supervisory Board be granted discharge
for the 2014-2015 business year."
 
The motion was passed with 100% of the common shareholder's vote and thus with
the required majority.
 
 
MOTION 4
"Resolution concerning the level of compensation for the members of the
Supervisory Board"
The Management Board and the Supervisory Board moved that the Supervisory Board
of Miba be granted compensation totaling EUR 75,000.00 for the 2014-2015
business year and that distribution of this compensation be handled by the
Supervisory Board itself. Likewise, members of the Supervisory Board shall
receive an attendance fee of EUR 1 thousand per meeting.
 
The motion was passed with 100% of the common shareholder's vote and thus with
the required majority.
 
 
MOTION 5
"Appointment to the Supervisory Board"
Mitterbauer Beteiligungs-Aktiengesellschaft moved to elect Siegfried Wolf (born
on October, 31 1957) to the Supervisory Board of the company for a functional
period extending until the cessation of that Annual General Meeting which is to
resolve on the discharge of the members of the Supervisory Board for the 2018-
2019 business year.
 
The motion was passed with 100% of the common shareholder's vote and thus with
the required majority.
 
 
 
MOTION 6
"Selection of auditor for the 2015-2016 business year"
The Supervisory Board moved that KPMG Austria GmbH Wirtschaftsprüfungs- und
Steuerberatungsgesellschaft, Kudlichstrasse 41-43, 4020 Linz, Austria, be
selected as auditors for the 2015-16 business year.
 
The motion was passed with 100% of the common shareholder's vote and thus with
the required majority.
 
 
MOTION 7
"Resolution on the authorization of the Management Board to buy back treasury
shares, including authorization of the Management Board, with the agreement of
the Supervisory Board, to resolve to proceed with a different type of disposal
than via the stock exchange or by public offer and to disapply any repurchase
rights (preemptive rights) of shareholders."
 
The Management Board and Supervisory Board moved that the Annual General Meeting
should resolve as follows:
 
"a)       The Management Board is authorized - by revoking the authorization
granted at the 27th Annual General Meeting on June 28, 2013 - for the duration
of 30 months from the date of the resolution in accordance with section 65(1)
number 8 and section 1a and 1b of the Austrian Stock Corporation Act (AktG) to
buy back treasury shares of the company (category B preferred shares) with the
agreement of the Supervisory Board, whereby the lowest buy-back amount payable
is EUR 100 (one hundred euros) and the highest buy-back amount payable is 10%
above the average, non-weighted closing price of the ten trading days prior to
the buy-back, and to determine the buy-back conditions, whereby the Management
Board must (always) publish the Management Board resolution and the respective
buy-back program which is based on this including its duration in line with the
statutory provisions. The Management Board may, within the statutory provisions,
exercise this authorization over the highest permissible number of treasury
shares once or also a number of times, also repeatedly, but always only up to a
maximum limit of 10% (ten percent) of the respective share capital, whereby
treasury shares held by the company at the respective point in time must
correspondingly be taken into account when calculating this maximum limit (in
accordance with section 65(2) first sentence of the Austrian Stock Corporation
Act (AktG)). The authorization may be exercised wholly or in part, or also in a
number of partial amounts and in pursuit of one or more purposes by the company,
a subsidiary (section 228(3) of the Austrian Commercial Code (UGB), from January
1, 2016 section 189a number 7 of the Austrian Commercial Code (UGB)) or on
account of the company by third parties. The acquisition may take place in
compliance with statutory provisions via the stock-exchange or over the counter,
also from individual shareholders who are willing to sell (negotiated
purchases). Trading in treasury shares is precluded from being a purpose of the
acquisition.
 
b)         The Management Board is also being authorized for the duration of 5
(five) years from the date of the adoption of the resolution to resolve, with
the agreement of the Supervisory Board, a different legally permissible type of
sale than via the stock exchange or public offer for the sale of treasury shares
and any applicable disapplication of repurchase rights (preemptive rights) in
accordance with section 65(1b) in conjunction with sections 169 to 171 of the
Austrian Stock Corporation Act (AktG) - especially as consideration for the
acquisition of companies, (partial) operations, other assets or shares in one or
more companies in Austria or abroad."
 
The motion was passed with 100% of the common shareholder's vote and thus with
the required majority.


Further inquiry note:
Mag. Valerie Weixlbaumer-Pekari
Head of Corporate Communications & Marketing Services
Tel.: +43/664/5416364
mailto: valerie.weixlbaumer@miba.com

Investoren/Analysten
MMag. Markus Hofer
CFO
Tel.: +43/7613/2541-1138
mailto:markus.hofer@miba.com

end of announcement                               euro adhoc 
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issuer:      Miba Aktiengesellschaft
             Dr.Mitterbauer-Straße 3
             A-4663 Laakirchen
phone:       07613/2541-0
FAX:         07613/2541-1010
mail:     info@miba.com
WWW:      www.miba.com
sector:      Industrial Components
ISIN:        AT0000734835
indexes:     Standard Market Auction
stockmarkets: official market: Wien 
language:   English
 

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