Proposals for Resolutions

  • Creation date: 29 March 2012
  • Last update: 29 March 2012

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68th Ordinary Shareholders‘ Meeting of Lenzing Aktiengesellschaft
Thursday, April 19, 2012, 11:00 a.m.

I. Proposed resolution regarding agenda item 2:

Adopting a resolution on the use of the net profit shown in the 2011 annual financial statements

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 statements as of December 31, 2011 in the amount of EUR 133,734,490.63 is to be distributed in accordance with the suggestion of the Management Board, as approved by the Supervisory Board, as follows:

  • A dividend of EUR 2.50 is to be assigned to every share that is entitled to a share in profits. The total amount of the dividend therefore amounts to EUR 66,375,000.00;
  • Payment date for these dividends is April 25,2012;
  • The remaining balance sheet profit in the amount of 67,359,490.63 is to be carried forward onto new account.“
II. Proposed resolution regarding agenda item 3:

Adopting a resolution on discharge of the Members of the Management Board for the business year 2011

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

Resolution


„The persons who served on the Management Board of Lenzing Aktiengesellschaft in business year 2011 are discharged from liability with regard to their managing activities during the relevant period.“

III. Proposed resolution regarding agenda item 4:

Adopting a resolution on discharge of the Members of the Supervisory Board for the business year 2011

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

Resolution


„The persons who served on the Supervisory Board of Lenzing Aktiengesellschaft in business year 2011 are discharged from liability with regard to their supervisory activities during the relevant period.“

IV. Proposed resolution regarding agenda item 5:

Adopting a resolution on amendments to the Articles of Incorporation to comply with modified legal provisions, in particular with the Company Law Amendment Act 2011, in Articles 5, 15 and 17 and on amendments to the Articles of Incorporation in Article 8 (election to the Supervisory Board), Article 13 (remuneration of the Supervisory Board) and Article 14 (possible locations of Shareholders’ Meetings)

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

Resolution


“In order to comply with modified legal provisions, in particular with the Company Law Amendment Act 2011, the Articles of Incorporation are amended in articles 5 para 3, 15 and 17 para 1 with the effect that (the relevant parts of) these articles are newly worded as follows:

Article 5

(3) The bearer shares shall be represented in one or several global certificate(s) and be deposited with a securities bank according to article 1 (3) of the Safe Custody Act or with an equivalent foreign institution. To the extent permitted by law, any shareholders’ claims to share certificates are excluded.

If share certificates, global certificates, bonds, interest coupons, dividend coupons and renewal coupons are issued in accordance with applicable law, their form and contents are determined by the Management Board upon the approval by the Supervisory Board.

Article 15

(1) Shareholders are entitled to exercise their right of vote at the Regular Shareholders’ Meeting, provided they have submitted proof of share property by the end of the 10th day before the Regular Shareholders’ Meeting latest. For deposited shares proof of share property is provided in the form of a list of shares held on account in safe custody issued by the custodian bank registered in a country of the European Economic Area or a full member state of the OECD.

(2) Proof of share property must be submitted to the company by the third work day before the Regular Shareholders' Meeting latest to the address detailed in the announcement.

(3) Members of the Management Board and the Supervisory Board may attend the Shareholders' Meeting by means of two-way optical and acoustic communication.

Article 17

(1) The chairperson of the Supervisory Board or a deputy chairs the General Shareholders’ Meeting. In their absence, the notary public attending for purposes of authentication shall initially chair a meeting for the election of a chairperson.


Furthermore, the Articles of Incorporation are amended in Articles 8 para 2 (regarding the election to the Supervisory Board), 13 (regarding the remuneration of the Supervisory Board) and 14 para 2 (regarding possible locations of shareholders’ meeting) with the effect that (the relevant parts of) these articles are newly worded as follows:

Article 8

(2) Unless the Shareholders’ Meeting resolves otherwise, the members of the Supervisory Board are elected for the maximum period permitted under article 87 of the Austrian Stock Corporation Act. However, each year at least two members of the Supervisory Board shall retire effective with the end of the annual Shareholders’ Meeting. The members to retire from the Supervisory Board are determined as follows: primarily, the members whose terms of office expire shall retire. If this does not apply to at least two members of the Supervisory Board, those members who have served in their current term of office for the longest time shall retire. If on the basis of the foregoing the number of members who come into consideration for retirement is higher than necessary, the members to retire shall be chosen among these members by lot. If the members to retire are not determined on basis of the aforesaid mechanism they shall be chosen by lot as well. The retiring members may be reelected immediately.

Article 13

(1) In addition to reimbursement of cash expenses and adequate travel expenses which are incurred by fulfilling their duties, each member of the Supervisory Board shall receive an attendance fee for each meeting the amount of which is determined by resolution of the Shareholders’ Meeting.

(2) In addition, the members of the Supervisory Board shall receive an annual allowance the amount of which shall be in accordance with their duties and the situation of the company and determined by resolution of the Shareholders’ Meeting.

(3) Any fees on the Supervisory Board members’ allowances shall be borne by the company.

Article 14

(2) The General Shareholders’ Meeting is held at the registered office of the company or at Vienna, Heiligenkreuz, Linz, Seewalchen am Attersee, Timelkam or at any other location within Upper Austria where a notary public is officially residing.

V. Proposed resolutions regarding agenda item 6:

Election of six members to the Supervisory Board

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

Resolutions

6.1. „Dr. Astrid Skala-Kuhmann, born on 07.09.1953, is elected as new member of the Supervisory Board of Lenzing Aktiengesellschaft. Her term of office runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.“

6.2. „Mag. Helmut Bernkopf, born on 10.05.1967, is reelected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.“

6.3. „Dr. Josef Krenner, born on 15.06.1952, is reelected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.“

6.4. „Mag. Martin Payer, born on 31.08.1978, is reelected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.“

6.5. „Mag. Andreas Schmidradner, born on 18.04.1961, is reelected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.“

6.6. „Dr. Veit Sorger, born on 10.06.1942, is reelected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.“

Reasoning


Pursuant to Article 8 para 1 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. Currently, Lenzing AG’s Supervisory Board includes eight elected members.

Upon completion of the shareholders’ meeting dated April 19, 2012, the term of office of six Supervisory Board members will expire. Notably, the terms of office of Mag. Helmut Bernkopf, Dr. Josef Krenner, Dr. Walter Lederer, Mag. Martin Payer, Mag. Andreas Schmidradner and Dr. Veit Sorger will expire.

In order to maintain the current status of eight elected members of the Supervisory Board, six members must be elected to the Supervisory Board on the upcoming shareholders’ meeting.

The Supervisory Board therefore nominates Dr. Astrid Skala-Kuhmann as new member of, and Mag. Helmut Bernkopf, Dr. Josef Krenner, Mag. Martin Payer, Mag. Andreas Schmidradner and Dr. Veit Sorger for reelection to the Supervisory Board each for a period that runs from the end of this shareholders’ meeting until the end of the shareholders‘ meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2014.

The candidates have already presented statements within the meaning of section 87 para 2 Stock Corporation Act. Such statements are available on the company’s website as well.

Pursuant to section 87 para 3 Stock Corporation Act, it is intended to resolve separately on each vacant mandate in the upcoming shareholders’ meeting.

VI. Proposed resolutions regarding agenda item 7:

Election of the auditor of the annual financial statements and consolidated financial statements for the business year 2012

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

Resolution

„Deloitte Audit Wirtschaftsprüfungs GmbH, Wien is appointed to be Auditor for the annual financial statements and the consolidated financial statements relating to business year 2012.“