Proposals for Resolutions

  • Creation date: 31 March 2014
  • Last update: 31 March 2014

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70th Ordinary Shareholders‘ Meeting of Lenzing Aktiengesellschaft
Monday, April 28, 2014, 10:30 a.m.

I. Proposed resolution regarding agenda item 2:

Adopting a resolution on the use of the net profit shown in the 2013 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, 2013 in the amount of EUR 151,216,955.03 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 1,75 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 46,462,500.00;
  • Payment date for these dividends is May 5,2014;
  • The remaining balance sheet profit in the amount of 104,754,455.03 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 2013

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 2013 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 2013

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 2013 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 compensation of the Members of the Supervisory Board for the business year 2013

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 compensation for the members of the Supervisory Board with respect to the business year 2013 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 5.000,00 for the Chairman of the Audit Committee, the Strategy Committee and the Finance Experts
    e. EUR 2.500,00 for the Chairman of the Nomination and Compensation Committee and for each member of a Committee of the Supervisory Board
  2. The attendance fee for each Member of the Supervisory Board with respect to the business year 2013 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 2013 amounts to EUR 500,00 for each Committee meeting attended unless this meeting is held on the same day as the Supervisory Board meeting“
V. Proposed resolutions regarding agenda item 6:

Election of two members to the Supervisory Board

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

Resolutions

  1. „Dr. Hanno M. Bästlein, born on 19.04.1963, is elected as new 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 2016.“
  2. „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 2016.“

Reasoning


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 28, 2014, the term of office of Mag. Martin Payer will expire at his own request.

Upon completion of the shareholders’ meeting dated April 28, 201, Mag. Andreas Schmidradner 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, two members must be elected to the Supervisory Board on the upcoming shareholders’ meeting.

The Supervisory Board therefore nominates Mag. Andreas Schmidradner 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 2016.

The Supervisory Board therefore further nominates Dr. Hanno Bästlein 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 2016. Dr. Hanno Bästlein strengthen the Supervisory Board in particular through his great industrial 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 resolution regarding agenda item 7:

Adopting of a resolution on the authorisation (valid up to not more than 30 months of the resolution date) of the Management Board to purchase, with the consent by the Supervisory Board, own shares of up to 10 % of the share capital pursuant to section 65 para 1 rec. 8 of the Austrian Stock Corporation Act (AktG), and on the definition of the repurchase terms and conditions.

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

Resolution

  1. Pursuant to section 65 para 1 rec. 4 and 8 as well as 1a and 1b of the Austrian Stock Corporation Act, the Management Board is authorised to purchase via the stock exchange, with the consent by the Supervisory Board, own shares of up to 10 % of the [Company's] share capital during a period of 30 months from 28 April 2014, with the lowest equivalent of not more than 20 % below and the highest equivalent of not more than 10 % above the average closing price of the last three stock exchange days prior to the purchase of the shares. The purchase may not be for the purpose of trading in own shares. The authorisation may be exercised in whole or in part or in several partial amounts and in pursuit of one or several purposes by the company, by a subsidiary (section 228 para 3 of the Austrian Commercial Code [UGB]) or by third parties for the Company's account.
  2. If necessary, the Management Board is also authorised to reduce the share capital by redeeming such own shares without any further resolution by the shareholders' meeting pursuant to section 65 para 1 rec. 8, last sentence, in conjunction with section 192 of the Austrian Stock Corporation Act. The Supervisory Board is authorised to adopt any amendments to the articles of association resulting from the redemption of shares.

Reasoning


Section 65 para 1 rec. 8 of the Austrian Stock Corporation Act enables listed companies, such as Lenzing AG, to repurchase own shares for general purposes. The resolution is intended to authorise Lenzing AG's Management Board to execute, with the consent by the Supervisory Board, a share repurchase program in compliance with the extensive statutory publication obligations. This option to execute a share repurchase program shall allow the Company to quickly and flexibly respond to market chances and, in case of falling prices, to repurchase shares for the purpose of stabilising prices.

In addition, this allows the Company to invest liquid funds in own shares on attractive conditions.

A repurchase of shares leads to a liquidity transfer from the Company to its shareholders, especially if the shares are to be repurchased solely via the stock exchange, as provided in the resolution under consideration. The increased and transparent purchase demand on the capital market associated with the repurchase of shares provides shareholders with an additional exit right - they may sell their shares.

The ability to reduce the share capital by redeeming shares, as provided in the resolution, is intended to increase the Company's flexibility when dealing with the shares that may have been repurchased. A redemption of shares would result in a reduction of the shares issued and a higher value of the remaining shares in Lenzing AG.

The execution of a share repurchase program is generally beneficial to the shareholders because they benefit from price-stabilising effects and, due to the extensive statutory publication obligations before and during the execution of a repurchase program, they are provided with a transparent selling option while enjoying complete equal treatment.

VII. Proposed resolution regarding agenda item 8:

Adopting a resolution on amendments to the Articles of Incorporation in § 9 (1) and (3)

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

Resolution


“Resolution that the Articles of Incorporation are amended in § 9 (1) and (3) with the effect that (the relevant parts of) these articles are newly worded as follows:

Article 9

(1) After the ordinary Shareholders' Meeting, the Supervisory Board will elect on an annual basis a chairperson and several deputies from among its members.

(3) Declarations of the Supervisory Board and of its committees, if any, will be issued on behalf of the Supervisory Board by its chairperson or by his or her deputies.”

Reasoning


By this amendment of the Articles of Incorporation, the Supervisory Board shall be put in the position to elect several deputies of the chairman instead of only one deputy.

VIII. Proposed resolution regarding agenda item 9:

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 2014.“