Information on shareholders’ rights with a view to the 67th Ordinary Shareholders’ Meeting on March 29, 2011

  • Creation date: 01 March 2010
  • Last update: 01 March 2010

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Dear shareholders,

Below please find a short overview of the conditions of attendance and the most important shareholders’ rights in connection with the 67th Ordinary Shareholders’ Meeting of Lenzing AG on March 29, 2011:

Attendance of the Ordinary Shareholders’ Meeting, Record Date

In case of bearer shares, the right to attend the Ordinary Shareholders’ Meeting and to exercise the voting right and the remaining shareholders’ rights which are to be asserted during the Shareholder’s Meeting is determined by share ownership on March 19, 2011 24:00 hours CET (the Record Date). Shareholders wishing to attend the Ordinary Shareholders’ Meeting and to exercise their shareholders’ rights must prove to the Company that they are the shareholders at the Record Date.

- Deposited bearer shares

In case of deposited bearer shares proof of share ownership at the Record Date shall be furnished in the form of a deposit certificate pursuant to section 10a of the Stock Corporations Act which must be received by the Company by March 24, 2011.

Deposit certificates are issued by the depositary bank and sent directly to the Company. They shall be issued and mailed to the Company after the Record Date. Information concerning its contents has been provided below. Please inform your bank in due time before the Record Date that you wish to attend the Ordinary  Shareholders’ Meeting.

- Non-deposited bearer shares

In case of non-deposited bearer shares it shall be sufficient proof of share ownership to submit a written certification by a Notary public which must be received by the Company by March 24, 2011. The certification by the Notary shall be issued after the Record Date. Concerning its contents the following shall apply analogously (except for the deposit number).

Deposit certificates shall be sent exclusively to the address mentioned below as follows:
By mail or courier service: Oesterreichische Kontrollbank AG, Department KMS/HV Operation Center 1, Strauchgasse 1-3, 1st floor, 1010 Vienna; by fax: +43 (0)1 928 90 60 or by email: hv.anmeldung-1@oekb.at

Deposit certificates transmitted through an internationally used and particularly secure communications network of banks (e.g. SWIFT) where users can be clearly identified will not be accepted, and therefore will not constitute entitlement to attend the Ordinary Shareholders’ Meeting.

Deposit certificate pursuant to Section 10a of the Stock Corporations Act

The deposit certificate shall be issued by the depositary 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:

1. the issuer, stating the name and address (of the bank) or a code common in inter-bank communications;
2. the shareholder, stating the name (company name) and address, in case of natural persons additionally the date of birth, in case of legal persons the register and registration number under which the legal person is registered in the state of origin (if applicable);
3. deposit number or other designation;
4. number and par value (if applicable) of shares held by the shareholder, in case of several classes of shares the class designation or internationally used security identification code;
5. the date or period to which the deposit certificate refers.

A deposit certificate proving share ownership for the purpose of attending the Ordinary Shareholders’ Meeting must refer to the above-mentioned Record Date i.e. March 19, 2011.
Deposit certificates will be accepted in German or English.
Shareholders will not be blocked by registration for the Ordinary Shareholders’ Meeting nor by submitting a deposit certificate. Consequently, they can continue disposing of their shares at their discretion even after registration and/or submitting a deposit certificate.

Appointment of a proxy pursuant to Sections 113 and subsequent sections of the Stock Corporations Act

Any shareholder entitled to attend the Ordinary Shareholders’ Meeting shall be entitled to appoint a natural or legal person as proxy. The  proxy will attend the Ordinary Shareholders’ Meeting on behalf of the shareholder, and will have the same rights as the shareholder represented.

The Company itself or a member of the Management Board or Supervisory Board may exercise voting rights as a proxy only insofar as the shareholder has explicitly provided detailed voting instructions regarding the individual items of the agenda The proxy must be granted to a specific person.

Forms for granting power of attorney which may also be used to grant limited power of attorney are available on the Company website www.lenzing.com under Ordinary Shareholders’ Meeting 2011. 

The power of attorney must be received by the Company by March 28, 2011, 15:00 hours by mail or courier (Oesterreichische Kontrollbank AG, Department KMS / HV Operation Center 1, Strauchgasse 1-3, 1st floor, 1010 Vienna), by fax (+43 (0) 1 928 90 60) or email (hv.anmeldung-1@oekb.at), and will be kept by the Company.

On the day of the Ordinary Shareholders' Meeting the power of attorney may only be submitted upon registration for the meeting at the venue of the meeting.

The aforementioned provisions on granting power of attorney shall apply analogously to revocation of power of attorney. Any revocation shall be valid only when received by the Company.

Putting additional items on the agenda, Section 109 of the Stock Corporations Act

Shareholders whose aggregate shareholding equals 5 % or more of the nominal capital and who have held these shares for a minimum period of three months prior to the date of the motion may request in writing that additional items be put on the agenda of this Ordinary Shareholders’ Meeting and published, provided that such motion shall be received in writing by the Company by March 8, 2011, at the following address:

By mail or courier service: Lenzing AG, 4860 Lenzing, attn. Mag. Angelika Guldt, by fax: +43 (0) 7672 – 918 2713 or by email: Hauptversammlung_2011@lenzing.com

Each motion to put an additional item on the agenda must be accompanied by a proposal for a resolution and a statement of reasons. In case of deposited bearer shares it shall be sufficient proof of share ownership to submit a deposit certificate pursuant to Section 10a of the Stock Corporations Act certifying that the shareholders filing the motion have held the shares for at least three months prior to filing the motion. This certificate must not be older than seven days when submitted to the Company.

Proposals for resolutions by shareholders pursuant to Section 110 of the Stock Corporations Act

Shareholders whose aggregate shareholding equals 1 % or more of the nominal capital may propose draft resolutions in text format concerning any item on the agenda accompanied by a statement of reasons, and request that these proposals plus statement of reasons be made available on the Company website along with any comments of the Management Board or Supervisory Board, provided that such request shall be received by the Company in text format by March 18, 2011 at the following address:

By mail or courier service: Lenzing AG, 4860 Lenzing,  attn. Mag. Angelika Guldt,
by fax: +43 (0) 7672 – 918 2713 or by email: Hauptversammlung_2011@lenzing.com, in which case the request shall be attached to the email (e.g. in pdf or tif format).

In case of deposited bearer shares it shall be sufficient proof of share ownership for the purpose of exercising this shareholders’ right to submit a deposit certificate pursuant to Section 10a of the Stock Corporations Act which shall not be older than seven days when submitted to the Company.
Each proposal for a resolution must also be submitted in a German-language version (Section 128 sub-section 5 of the Stock Corporations Act).

Advice on the right to obtain information and to file motions pursuant to Sections 118 and subsequent sections of the Stock Corporations Act

Pursuant to Section 118 of the Stock Corporations Act, shareholders shall be provided with information on the company’s affairs upon request at the Ordinary Shareholders’ Meeting to the extent that such information is required for proper assessment of an item on the agenda. The Company may deny providing information to the extent that according to sound business judgment it might cause material damage to the Company or any affiliated company or if providing such information would constitute a punishable offense. Providing information may also be denied when such information has been continuously available on the Company website in the form of question and answer for at least seven days prior to the beginning of the Ordinary Shareholders’ Meeting. We kindly ask you to send any questions requiring extensive preparation of an answer to the Company in writing in due time.

Pursuant to Section 119 of the Stock Corporations Act, at the Ordinary Shareholders’ Meeting any shareholder is entitled to file motions which are not subject to prior publication concerning any item on the agenda. Exercising this right is subject to furnishing proof of the right to attend as set out in the letter of invitation.

Opening of doors and registration

Doors for the Ordinary Shareholders’ Meeting will open on March 29, 2011, at 11:15 hours.

The shareholders and proxies are requested to show an identity document with a photograph (passport, ID card, driver’s license) at the entrance to the Ordinary Shareholders’ Meeting. We kindly ask you to take into account the high number of participants to be expected and the usual safety precautions when planning the timing of your arrival.