Proposals for Resolutions

  • Creation date: 08 March 2010
  • Last update: 08 March 2010

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67th annual shareholders‘ meeting of Lenzing AG
Tuesday, March 29, 2011, 11:30 am,
Reitersaal of the OeKB, Strauchgasse 3, A-1010 Vienna.

Proposals for Resolutions

I. Agenda Item 2:

Resolution on the distribution of the balance sheet profit as shown in the annual financial statement of 2010.

The Management Board and the Supervisory Board propose that the shareholders’ meeting adopts the following

Resolution


„The balance sheet profit as shown in the company’s annual financial statement as of December 31, 2010 in the amount of EUR 79,879,743.25 is to be distributed in accordance with the suggestion of the Management Board and the Supervisory Board as follows:

  • A dividend of EUR 1.55 is to be assigned to every share that is entitled to a share in profits;
  • Payment date for these dividends is April 1, 2011;
  • The remaining balance sheet profit in the amount of 40,005,993.25 is to be carried forward onto new account.“
II. Agenda Item 3:

Resolution on the discharge of the members of the Management Board and the Supervisory Board in respect of fiscal year 2010.

The Management Board and the Supervisory Board propose that the shareholders’ meeting adopts the following

Resolution


„The members of the Management Board and of the Supervisory Board are discharged from liability with regard to their managing and supervisory activities during fiscal year 2010.“

III. Agenda Item 4

Election of a new Supervisory Board member.

The Supervisory Board proposes that the shareholders’ meeting adopts the following

Resolution


„Mag. Patrick Prügger is elected to be new member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from March 29, 2011 until the date of the annual shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to fiscal year 2013.“

Reasoning

Pursuant to Section 8 of the company’s Articles of Incorporation, Lenzing AG’s Supervisory Board may comprise from (at least) three to (at most) ten members that are elected by the shareholders’ meeting. Their terms of office usually equate the maximum term of office of Supervisory Board members as set forth in Section 87 Stock Corporation Act. Currently, Lenzing AG’s Supervisory Board includes eight elected members.

Upon completion of the shareholders’ meeting dated March 29, 2011, the term of office of the Supervisory Board’s chairman, Dkfm. Dr. Hermann Bell, will expire. In order to maintain the current status of eight elected members of the Supervisory Board, a new member must be elected on the upcoming shareholders’ meeting.

The Supervisory Board therefore nominates Mag. Patrick Prügger for election as new member of the Supervisory Board for a period that runs from March 29, 2011 until the date of the annual shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to fiscal year 2013. Mag. Prügger has already presented a statement within the meaning of Section 87 para 2 Stock Corporation Act. Such statement is available on the company’s website.

IV. Agenda Item 5:

Appointment of the Auditor for fiscal year 2011.

According to the recommendation of its Audit Committee, the Supervisory Board proposes that the shareholders’ meeting adopts the following

Resolution


Deloitte Audit Wirtschaftsprüfungs GmbH is appointed to be Auditor for the annual financial statement and the end-of-year statement as well as the consolidated financial statement relating to fiscal year 2011.“