Proposals for Resolutions

  • Creation date: 29 March 2013
  • Last update: 29 March 2013

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69th Ordinary Shareholders‘ Meeting of Lenzing Aktiengesellschaft
Wednesday, April 24, 2013, 11:00 a.m.

I. Proposed resolution regarding agenda item 2:

Adopting a resolution on the use of the net profit shown in the 2012 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, 2012 in the amount of EUR 147,111,280.58 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 2.00 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 53,100,000.00;
  • Payment date for these dividends is April 30, 2013;
  • The remaining balance sheet profit in the amount of 94.011.280,58 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 2012

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 2012 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 2012

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 2012 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 the remuneration for the Members of the Supervisory Board for the business year 2012

The Management Board and the Supervisory Board propose that the shareholders’ meeting in accordance with Article 13 of the company's Articles of Incorporation and section 98 Stock Corporation Act adopts the following

Resolutions

  1. „The remuneration for the members of the Supervisory Board with respect to the business year 2012 shall amount to:
    a. EUR 30.000,00 for the Chairman of the Supervisory Board
    b. EUR 25.000,00 for the Deputy Chairman of the Supervisory Board
    c. EUR 20.000,00 for each other member of the Supervisory Board
    d. EUR 2.500,00 for each member of a Supervisory Board Committee
  2. The attendance fee for each Member of the Supervisory Board with respect to the business year 2012 amounts to EUR 1.000,00 for each Supervisory Board meeting attended
  3. The attendance fee for each Member of the Supervisory Board Committee with respect to the business year 2012 amounts to EUR 500,00 for each Committee meeting attended“
V. Proposed resolutions regarding agenda item 6:

Election of three members to the Supervisory Board

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

Resolutions

  1. „The total number of the members of the Supervisory Board as elected by the shareholders' meeting shall, within the framework of the company's Articles of Incorporation, increase from eight members to nine members, so that – considering the reelection of two existing members of the Supervisory Board – under this point V., three members shall be elected to the Supervisory Board.“
  2. „Dr. Michael Junghans, born on 06.07.1967, 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 2015.“
  3. „Mag. Patrick Prügger, born on 08.08.1975, 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 2015.“
  4. „Dr. Franz Gasselsberger, born on 12.4.1959, is elected 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 2015.“

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. In future the Supervisory Board shall include nine elected members.

Pursuant to Article 8 para 2 of the company's Articles of Incorporation, at least two members of the Supervisory Board shall yearly retire from office upon completion of the company's ordinary shareholders' meeting. The Supervisory Board members to retire are determined as follows: firstly, those members of the Supervisory Board whose term expires shall retire. If this is not the case for at least two members of the Supervisory Board, then such members of the Supervisory Board shall retire whose term of office has been the longest. If this is the case for more than two members of the Supervisory Board, then the lot has to decide on it. The lot also has to decide in such cases if pursuant to the foregoing the members of the Supervisory Board to be retiring from office have not been determined yet. Retired members of the Supervisory Board can be reelected immediately.

Upon completion of the shareholders’ meeting dated April 24, 2013, the term of office of Dr. Michael Junghans will expire.

Upon completion of the shareholders’ meeting dated April 24, 2013, Mag. Patrick Prügger retires in accordance with Article 8 para 2 of the company's Articles of Incorporation.

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

The Supervisory Board therefore nominates Dr. Michael Junghans and Mag. Patrick Prügger for reelection to the Supervisory Board 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 2015.

The Supervisory Board therefore further nominates Dr. Franz Gasselsberger for new election to the Supervisory Board 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 2015. Dr. Gasselsberger is the Chief Executive Officer (Generaldirektor) of Oberbank AG, which is a long term and important shareholder of Lenzing AG. Dr Gasselsberger is going to support the company's Supervisory Board in particular with his financial expertise.

Each of the suggested candidates has 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 2013

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 2013.“