The General Meeting
Article 16 Place
General Meetings shall be held in Vienna or in the capital of one of the federal provinces of Austria.
Article 17 Convocation
- General Meetings shall be called by the Management Board; the notice of the meeting shall specify the agenda of the meeting. The notice of the meeting shall be published.
- The notice of the meeting shall be published on the 28th day before the ordinary General Meeting, in case of an extraordinary General Meeting on the 21st day before the extraordinary General Meeting.
Article 18 Right to Attend
- Only those shareholders shall have the right to attend the General Meeting who prove their qualification as shareholder on the Record Date, which is the end of the tenth day before the day of the General Meeting, in accordance with the statutory provisions.
- The form of the proof of qualification as shareholder is determined in accordance with the statutory provisions.
- The proof of qualification as shareholder has to be submitted timely to the Company, so that the Company receives the proof at least on the third working day before the General Meeting at the address published in the convening notice. For the deposit receipt the text format defined in Section 10a (3) of the Austrian Stock Corporation Act shall suffice. The invitation may provide that deposit receipts be transmitted by fax or email or in a similar way (and the electronic format may be defined in the invitation in more detail).
- Account Confirmations (Depotbestätigungen) have to be in the German or the English language. Legally binding communication of shareholders or financial institutions with the Company has to be in the German or the English language. The language of the Annual General Meeting is German.
Article 19 Voting Right, Adoption of Resolutions
- The voting right shall be exercised according to the number of no-par value shares.
- The voting right may be exercised by proxies only if a power of attorney in text format has been issued, which must be retained by the Company.
- If shares have not been paid up in full, the minimum contribution made on each share is deemed to grant one vote. In case of contributions higher than the minimum contribution, the votes shall correspond to the amount of the contributions made; fractions of votes shall be taken into account only if their sum results in one or more full votes for the shareholder having a right to vote.
- Unless otherwise stipulated by mandatory provisions of law or these Articles of Association, the General Meeting shall adopt its resolutions by a simple majority of the votes cast; where a majority of the capital is required, the decisions shall be adopted by a simple majority of the share capital represented at the meeting.
Article 20 Chairmanship, Recordings
- General Meetings shall be presided by the chairman or one of his deputy chairmen of the Supervisory Board. If none of them has come to, or is willing to preside at, the meeting, the notary public invited for certification purposes shall preside over the election of a chairman.
- The chairman shall preside at the meeting and shall determine the sequence of the items on the agenda as well as the manner of voting.
- The Company may record the General Meeting in sound and vision and publicly broadcast such recordings.