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EANS-General Meeting: Telekom Austria AG
Invitation to the General Meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
Telekom Austria Aktiengesellschaft Company no. 144477t, Commercial Court Vienna ISIN AT 0000720008
Invitation to the Annual General Meeting
We are pleased to invite our shareholders to the Annual General Meeting, which will take place on Thursday, May 27, 2010, at 10:00 a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Vogelweidplatz 14.
The General Meeting will be published by live-streaming in the internet under www.telekomaustria.com/agm. The recording can also be accessed after the General Meeting. The live streaming ends - unless the Chairman determines otherwise - after the management report concerning the fiscal year 2009.
Agenda Item 1: Presentation of the adopted financial statements and the management report as well as the consolidated financial statements including the consolidated management report and the corporate governance report, the proposal for utilization of the net profit and the Supervisory Board report on the fiscal year 2009.
Agenda Item 2: Resolution on the utilization of the net profit shown in the financial statements for the fiscal year 2009.
Agenda Item 3: Resolution on the discharge of the members of the Management Board for the fiscal year 2009.
Agenda Item 4: Resolution on the discharge of the members of the Supervisory Board for the fiscal year 2009.
Agenda Item 5: Resolution on the compensation for the members of the Supervisory Board for the fiscal year 2009.
Agenda Item 6: Election of the auditors of the financial statements and of the consolidated financial statements for the fiscal year 2010.
Agenda Item 7: Election of one member of the Supervisory Board.
Agenda Item 8: Management report on share buy-back effected, number of treasury shares held and use of treasury shares.
Agenda Item 9: Resolution on the amendment of the Articles of Association in particular for adaptation according to the Stock Corporation Amendment Act 2009 (Aktienrechts-Änderungsgesetz 2009). Shareholder information
In preparation for the forthcoming General Meeting, as of today we are providing our shareholders with the following documents on our website www.telekomaustria.com/agm and www.telekomaustria.com/ir/annual-reports.php
1. The annual report 2009 including the consolidated financial statements and the consolidated management report, the financial statements of the fiscal year 2009 including the management report, the corporate governance report, the proposal for the utilization of the net profit and the Supervisory Board report for the fiscal year 2009; 2. the report by the Management Board on agenda item 8 about the share buy- back effected, the number of treasury shares held and the use of treasury shares according to Para 65 Sec 3 Stock Corporation Act; 3. the invitation to the General Meeting; 4. forms for proxy and revocation of proxy. From May 6, 2010, also the resolution proposals for the agenda as well as the
Articles of Association including the proposed changes will be available on our website. Furthermore, these documents are also available to the public during business hours (workdays 8:00 a.m. to 5:00 p.m.) at the seat of the company, Telekom Austria AG, A-1020 Vienna, Lassallestrasse 9. For postal delivery, please contact our Investor Relations Department (phone +43 (0)59 059 - 119002 or e- mail firstname.lastname@example.org).
Additional items to the agenda: Shareholders whose shares amount collectively to 5 % of the share capital may request in writing (signature required) that additional items are placed on the agenda of the General Meeting of May 27, 2010, and that these additional items are published. Each additional item must be accompanied by a proposal for the resolution to be passed (in any event in German and if desired an additional language) including reasons (German required). The written request must be submitted to Telekom Austria AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, at the latest until the 21st day prior to the General Meeting (thus by May 6, 2010). The requesting shareholders must be owners of the shares since at least 3 months prior to the date of the request. Proof of this shall be given at the same time the request is made by means of a deposit confirmation by the custodian bank according to Para 10a Stock Corporation Act in German or English that is no more than seven days old upon submission to the company. The custodian bank shall have its registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD. Furthermore, the deposit confirmation must show that the requesting shareholder has held the shares continuously for at least 3 months at the time of the date of the request. For several shareholders who only jointly hold the required number of shares amounting to 5 % of the share capital, the deposit confirmations for all the shareholders shall refer to the same point of time (date and time).
Resolution proposals: Until the end of the 7th business day prior to the General Meeting (thus, by May 17, 2010), shareholders whose shares collectively amount to at least 1 % of the share capital may submit (by fax to +43 (0)59 059 9 270510 or by mail to Telekom Austria AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, or by e-mail to email@example.com) written (i.e. in text form) proposals for the resolutions to be passed and may request that these proposals are made available on the company's website, together with the names of the respective shareholders, the reasons which must be attached and a possible statement by the Management Board or the Supervisory Board. In case of a proposal for election of a Supervisory Board member (agenda item 7) the reasons which must be attached are replaced by a declaration of the Supervisory Board candidate according to Para 87 Sec 2 Stock Corporation Act. The Supervisory Board candidate must disclose in such declaration his/her expert qualifications, professional or similar functions, as well as all circumstances which might give rise to concerns of a conflict of interests. In order to prove the shareholder´s status the shareholder shall submit a deposit confirmation according to Para 10a Stock Corporation Act in German or English from the custodian bank with registered office in a member state of the European Economic Area (EEA) or in a full member state of the OECD. This confirmation may not be more than 7 days old upon submission to the company. For several shareholders who only jointly hold the required number of shares amounting to 1 % of the share capital, the deposit confirmations for all the shareholders shall refer to the same point of time (date and time). The company
will comply with such request within 2 business days after its receipt, unless 1. it contains no reasons or the declaration according to Para 87 Sec 2 Stock Corporation Act is not provided, 2. it would lead to a resolution by the General Meeting, which is unlawful or in contradiction to the Articles of Association, 3. a similar proposal based on the same circumstances is already accessible for the shareholders, 4. the proposal qualifies as slander (Para 111 Austrian Penal Code) or libel (Para 115 Austrian Penal Code) or the Management Board would become liable to prosecution for making the proposal accessible, 5. the shareholders indicate that they will not attend the General Meeting and will not be represented by anyone.
The reasons do not have to be published on the company´s website, if they contain more than 5,000 characters total or if the statement fulfils one of the elements in the above-mentioned item 4. If several shareholders deliver resolution proposals for the same item of the agenda, the Management Board may summarize the resolution proposals and their reasons. The resolution proposals must be submitted in any event in German and if desired an additional language; a German version of the reasons is required. In respect of agenda item 7 we point out that if the declaration according Para 87 Sec 2 Stock Corporation Act is not provided, the candidate must not be put to the vote.
Please note that each shareholder is entitled to make proposals at the General Meeting for each item of the agenda. Resolution proposals which according to Para 110 Stock Corporation Act have been published on the company's website shall only be voted on if they are repeated at the General Meeting as proposals for passing a resolution. A shareholder proposal to elect a member of the Supervisory Board must mandatorily be preceded by the submission of a resolution proposal according to Para 110 Stock Corporation Act together with a declaration according to Para 87 Sec 2 Stock Corporation Act (see above).
Right to information: Upon request at the General Meeting each shareholder shall be granted information about the affairs of the company, if necessary to enable correct evaluation of an item on the agenda. The right to information extends to legal and business relations of the company with affiliated companies. The right to information also extends to the status of the group and the companies included in the consolidated financial statements. Information rendered shall comply with the principles of diligent and accurate accountability. The information may be refused if
1. such information - according to a reasonable economic evaluation - could be of considerable detriment to the company or to an affiliated company, or 2. providing the information would constitute an offence.
The reason for refusing to provide information must be stated.
Participation: According to the Stock Corporation Amendment Act 2009 (Aktienrechts- Änderungsgesetz 2009), the provision of Para 16 of the Articles of Association about escrowing the shares as a prerequisite for participation in the General Meeting does not apply. Instead, the legal provisions as provided for in Para 111 Stock Corporation Act shall apply. Shareholders may attend our General Meeting and may exercise shareholder rights, if they are shareholders of our company at the end of the 10th day prior to the General Meeting (record date), which is May 17, 2010, 12:00 midnight CEST (local time Vienna). The shareholder status shall be proven by a deposit confirmation in German or English. This deposit confirmation must be issued by the custodian bank which has its registered office in a member state of the European Economic Area (EEC) or in a full member state of the OECD and shall be received by the company by the 3rd business day prior to the General Meeting at the latest. Please note that due to public holiday on May 24, 2010, this deadline ends already on Friday, May 21, 2010. The deposit confirmations shall be sent in written form and duly signed (official company signature) by fax to +43 (0)59 059 9 270510, by mail to Telekom Austria AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, or by e-mail to firstname.lastname@example.org (deposit confirmation attached as a PDF-file). Submitting the deposit confirmation serves at the same time as registration for the General Meeting. The deposit confirmation shall contain the following information:
1. the issuer by reference to name (company name) and address or a code customary in transactions between banks (e.g. BIC code), 2. the shareholder by reference to name (company name) and address, date of birth in case of physical persons and in case of legal persons, if applicable, registry and company registration number under which the legal person is registered in its country of origin, 3. deposit number or, if not available, an alternative identification, 4. number of shares held by the shareholder, ISIN (AT 0000720008), 5. explicit confirmation that the deposit confirmation refers to the record date, which is May 17, 2010, 12:00 midnight CEST (local time Vienna).
For this General Meeting and until further notice Telekom Austria AG does not accept deposit confirmations via a banks' internationally used and especially secured communications network (SWIFT).
Shareholders may nominate representatives. The proxy or the revocation of a proxy shall be sent to the company by mail to Telekom Austria AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, by fax to +43 (0)59 059 9 270510 or by e-mail to email@example.com (proxy or revocation of a proxy attached as a PDF-file). The proxy or the revocation of the proxy has to be submitted to the company by 4:00 p.m. on the day prior to the General Meeting (thus by May 26, 2010). Thereafter, the proxy or the revocation must be brought personally for registration to the venue of the General Meeting. For the proxy or its revocation at least text form is required. If the shareholder has granted authority to his custodian bank, it is sufficient if this bank makes an additional statement along with the deposit confirmation that the shareholder has given authority to the bank. In order to facilitate the handling of the proxies we recommend the use of the forms available on our website.
Furthermore, our shareholders may grant proxy to a representative of the Austrian Shareholder Association ("Interessensverband für Anleger", "IVA"), A- 1130 Vienna, Feldmühlgasse 22, who shall act as an independent shareholder representative who exercises the voting rights at the General Meeting upon instructions received from shareholders. For such proxy, please use the form available on the website. Instructions shall only be given directly to IVA. You may contact Mr. Michael Knap by phone +43 (0)1 876 33 43-0, fax +43 (0)1 876 33 43-49 or via e-mail firstname.lastname@example.org. Also if an independent shareholder representative from IVA receives authorization, the proxy shall be sent to the company as described above.
To enable smooth access procedure to the meeting, we ask our shareholders to arrive at the venue on time before the General Meeting begins. To identify yourself, please bring along an official photo identification. Voting cards will be issued starting at 9:00 a.m.
Total number of shares and voting rights at time of invitation: The share capital of the company amounts to Euro 996,183,000 and is divided into 443,000,000 no par value bearer shares. Every share grants the right to one vote. At the time of this invitation, the company holds 436,031 treasury shares without entitlement to vote. At the time of this invitation, the total number of shares entitling to participation and the right to vote amounts to 442,563,969.
Paying Agent: UniCredit Bank Austria AG.
For further information please visit our website at www.telekomaustria.com/agm.
Vienna, April 29, 2010 The Management Board
International Securities Identification Number (ISIN) AT 0000720008
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Mag. Peter E. Zydek
Investor Relations Telekom Austria
Tel.: +43 (0) 59059 1-19001
Index: WBI, ATX Prime, ATX
Börsen: Wien / official market