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18.04.2012 – 08:04

AMAG Austria Metall AG

EANS-General Meeting: AMAG Austria Metall AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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Invitation to the 1. Annual General Meeting of AMAG Austria Metall AG 
(FN 310593f; ISIN: AT00000AMAG3)

We would like to hereby invite our shareholders to the first Annual General
Meeting to be held on Wednesday, 16 May 2012 at 11:00 a.m. in the Design Center
Linz, Europaplatz 1, A-4020 Linz.

A g e n d a:

1. Presentation of the approved annual financial statements as of 31 December
2011, including the report of the Management Board and the corporate governance
report, as well as the consolidated financial statements as of 31 December 2011
and the group management report along with the report of the Supervisory Board
for the financial year 2011.
2. Resolution on the distribution of the net profit, as shown in the annual
financial statements as of 31 December 2011.
3. Resolution on the discharge of the members of the Management Board for the
financial year 2011.
4. Resolution on the discharge of the members of the Supervisory Board for the
financial year 2011.
5. Resolution on the remuneration of the Supervisory Board members for the
financial year 2011.
6. Appointment of the auditor and the group auditor for the financial year 2012.
7. Election to the Supervisory Board.
8. Resolution on amendments to the Articles of Associations in Section 4 "Share
Capital and Shares" and Section 15 "Participation" pursuant to the Corporate Law
Amendment Act 2011 (Gesellschaftsrechts-Änderungsgesetz 2011).

Documents for the General Meeting:
The following documents will be available for free inspection by the
shareholders as from the 21st day before the general meeting, thus as from 25
April 2012, at the seat of the Company, Lamprechtshausenerstraße 61, A-5282
Braunau-Ranshofen, during the normal office hours (weekdays 9:00 a.m. until
05:00 p.m.):

a. Financial statements for the financial year 2011 including report of the
Management Board
b. Corporate governance report for the financial year 2011 
c. Consolidated financial statements including the group management report for
the financial year 2011
d. Report of the Supervisory Board for the financial year 2011
e. Draft resolutions of the Management Board and the Supervisory Board
concerning items 2, 3, 4, 5 and 8 of the agenda, as well as the draft
resolutions of the Supervisory Board concerning items 6 and 7 of the agenda
f. Declarations of the persons nominated for election to the Supervisory Board
regarding their qualifications, professional or similar experience, and concerns
with regard to potential conflicts of interest.

These documents will also be available as from the 21st day before the general
meeting, thus as from 25 April 2012, on the website of the Company at
www.amag.at under "Annual General Meeting 2012". The forms for proxy
authorisation and the revocation of proxy pursuant to Section 114 Austrian Stock
Corporation Act (§ 114 AktG) as well as this invitation will also be available
on the website of the Company.

Note referring to the rights of shareholders pursuant to Sections 109, 110 und
118 Austrian Stock Corporation Act:
Shareholders whose total shareholding equals 5% or more of the Company´s share
capital may request in writing that additional items shall be put on the agenda
of the next general meeting, and that these are made public, provided, however,
that these shareholders have held their shares for a period of at least three
months prior to making such request. Any such request to add another item to the
agenda must be accompanied by a proposed resolution together with a statement of
reasons. In addition, such a request shall only be considered if it is received
by the Company no later than the 21st day before the general meeting, thus no
later than 25 April 2012.

Furthermore shareholders whose aggregate shareholding equals 1% or more of the
Company´s share capital may propose draft resolutions in writing (§ 13 para 2
Austrian Stock Corporation Act, AktG) in respect to each item on the agenda for
the next general meeting, and may request that these proposals together with the
names of the shareholders, the accompanying explanation for such a proposal and
the statement by the Management Board or the Supervisory Board, if any, are made
available on the Company´s website. Such shareholder's request will only be
considered if they are received by the Company no later than the 7th business
day before the general meeting, thus no later than 7 May 2012. If, concerning
agenda item 7, candidates are proposed for nomination for election to the
Supervisory Board, each proposal has to include statements as to their
qualifications, professional or similar experience, and concerns with regard to
potential conflicts of interest. Regarding all the other agenda items, each
shareholder can make proposals even in the general meeting itself, without any
prior notification.

Every shareholder attending the general meeting is entitled, upon request, to be
provided with information on matters concerning the Company´s affairs, to the
extent that this information is required to enable the shareholder to properly
evaluate the relevant item of the agenda. The obligation to provide information
also extends to the Company's legal and business relations to affiliated
companies and to the state of the group and the consolidated companies. 

The request for information may be refused if, according to reasonable business
judgment, it is likely that the disclosure of such information causes a
significant harm to the Company or any of its affiliates or if the disclosure of
that information would result in a criminal offense. Information may also be
refused as far as it was available, without interruption, on the website of the
Company in the form of question and answer for a period of at least seven days
prior to the beginning of the general meeting.

In order to ensure a timely and smooth general meeting, we would kindly ask you
to submit in writing to the Company any questions that will take longer to
answer in due time prior to the general meeting.

The shareholders' rights that require the possession of shares for a specified
period of time can only be executed if proof of share property for the relevant
period has been provided according to Section 10a Austrian Stock Corporation
Act. Further information on the rights of shareholders pursuant to Sections 109,
110 and 118 Austrian Stock Corporation Act are available also on the website of
the Company at www.amag.at under "Annual General Meeting 2012".
Proposals for additional agenda items, draft resolutions and questions shall be
sent to the Company, exclusively to one of the following addresses: 

By mail: AMAG Austria Metall AG
c/o. Ing. Mag. Gerald Wechselauer
Postfach 3, A-5282 Ranshofen
By fax: +43 (1) 8900 500 91 
By E-Mail: anmeldung.amag@hauptversammlung.at

Record date and requirements for the participation in the General Meeting:
The right to participate in the general meeting and to exercise voting rights
and all other shareholder rights in the course of the general meeting depend on
the shares held at end of the tenth day before the day of the general meeting
(Record Date), thus the shares held on 6 May 2012, 12:00 pm (CET). Participation
in the general meeting is limited to persons who own the shares on the Record
Date, and supply proof of such ownership to the Company.
The confirmation of the custodian bank (deposit certificates) pursuant to
Section 10a Austrian Stock Corporation Act (§ 10a AktG) shall suffice as proof
of shareholding on the Record Date. This confirmation of shareholding must be
received by the Company no later than the third working day before the Annual
General Meeting, thus no later than 11 May 2012, 12:00 pm (CET) at one of the
following addresses:

By mail: AMAG Austria Metall AG
c/o. Ing. Mag. Gerald Wechselauer
PO Box 3, A-5282 Ranshofen
By fax: +43 (1) 8900 500 91 
By E-Mail: anmeldung.amag@hauptversammlung.at (in which case the document must
be attached to the e-mail as PDF-file)

Deposit certificates are to be issued by the depository bank based in a Member
State of the European Economic Area or in a full member state of the OECD, and
must contain the following information pursuant to Section 10a para 2 Austrian
Stock Corporation Act: 

1. Information on the issuing depository bank: name (company) and address;
2. Information on the shareholder: name (company), address, date of birth for
natural persons, register and registration number for legal entities under which
they are registered in their country of origin;
3. Security deposit account number, or if applicable any other matter of
identification;
4. Information on the shares: number of shares held by the shareholder and in
case of several share classes, the name of the class or the international
securities identification number; and
5. The deposit certificates as evidenced for the shareholding must explicitly
refer to the state of the custody account as of 6 May 2012, 12:00 pm (CET).
In case the confirmation of the depository bank (deposit certificates) shall
serve as proof of shareholding, the deposit account confirmation must not be
more than seven days old at the time it is submitted to the Company. The deposit
certificates will be accepted in German or in English. The deposit certificates
as evidence for the shareholding in order to participate in the Annual General
Meeting must explicitly refer to the above mentioned Record Date, i.e., 6 May
2012.

Pursuant to Section 262 para 20 Austrian Stock Corporation Act, it is hereby
determined that in derogation of the second sentence of Section 10a para 3
Austrian Stock Corporation Act, the Company will not accept deposit certificates
and statements pursuant to Section 114 para 1 fourth sentence Austrian Stock
Corporation Act, through an international, specifically secured communications
network of banks, the participants of which cannot be clearly identified. The
deposit certificates shall therefore only be sent to one of the above mentioned
addresses.

Possibility to appoint a proxy pursuant to Sections 113 et seq Austrian Stock
Corporation Act:
Each shareholder entitled to attend the general meeting is entitled to appoint a
natural person or legal entity as a proxy holder, who attends the general
meeting in his/her name, whereas the proxy holder shall dispose of the rights
held by the shareholder he/she is representing. The proxy must be granted to a
specific person in writing, whereas the shareholder is not limited as to the
requirements and number of proxies several persons can be granted. The Company
itself or a member of the Supervisory Board or Management Board may exercise
voting rights as a proxy holder only insofar as the shareholder has issued
express instructions relating to the exercise of voting rights with respect to
individual agenda items. If a shareholder has granted proxy to his depository
bank or other credit institution (Section 10a Austrian Stock Corporation Act),
such institution, in addition to issuing a deposit receipt, can simply declare
that it has been granted proxy. 

The power of attorney can be granted using the proxy form, which also contains
the possibility of limited proxies that is made available on the website of the
Company www.amag.at under "Annual General Meeting 2012". The appointment of a
proxy holder must be received by the Company no later than on 15 May 2012 at
3:00 p.m., exclusively at one of the above mentioned addresses and will be
stored by the Company. On the day of the Annual General Meeting the power of
attorney is delivered in person when registering for the general meeting at the
designated meeting place. 
The aforementioned requirements for appointing a proxy holder shall apply
mutatis mutandis for the revocation of the proxy.

Proxy voting:
A special service is available for shareholders. A representative of the
Austrian shareholder association IVA, Feldmühlgasse 22/4, A-1130 Vienna, will
serve as an independent proxy bound to comply with instructions from the
shareholder in exercising the shareholder´s voting rights; for this purpose a
special proxy form is available for downloading on the website of the Company at
www.amag.at under "Annual General Meeting 2012". In addition, it is possible for
the shareholders to directly contact Dr. Michael Knap, deputy president of IVA,
by phone at +43 1 8763343 - 30, by fax at +43 1 8763343 - 39 or by E-mail at
michael.knap@iva.or.at.

Total number of shares and votes:
Pursuant to Section 106 (9) Austrian Stock Corporation Act it is announced, that
on the day the General Meeting has been convened, the Company's stated capital
amount is divided into 35,264,000 no-par bearer shares. Each share grants one
vote. On the day the general meeting is convened, the Company holds no treasury
shares. The Company cannot derive any rights from treasury shares. On the day
the General Meeting is convened, there are in total 35,264,000 shares eligible
to attend and vote at the meeting.

Admission:
Admission to the General Meeting starts at 10:30 am. The shareholders and
proxies holders may be asked, upon entering the venue of the General Meeting, to
identity themselves by showing a photo bearing identity document, such as a
passport, drivers licence or identification card. Please consider the expected
number of participants and the customary security precautions and arrive at the
venue in good time.

Braunau-Ranshofen, April 2012
The Management Board


Further inquiry note:
Gerald Wechselauer
Head of Investor Relations
Phone:   +43 (0) 7722-801-2203 
Email: investorrelations@amag.at

end of announcement                               euro adhoc 
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issuer:      AMAG Austria Metall AG
             Lamprechtshausnerstraße 61
             A-5282 Ranshofen
phone:       +43 7722 801 0
FAX:         +43 7722 809 498
mail:     investorrelations@amag.at
WWW:      www.amag.at
sector:      Metal Goods & Engineering
ISIN:        AT00000AMAG3
indexes:     Prime Market
stockmarkets: official dealing: Wien 
language:   English
 

Original content of: AMAG Austria Metall AG, transmitted by news aktuell