EMTS Technologie AG
EMTS Technologie AG english
EMTS Technologie AG
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Salzburg, January 15, 2003
EMTS Technologie AG
Elsbethen
INVITATION
to the extraordinary general meeting of the stockholders of the company
scheduled for February 5, 2003 at 14:00h, at the Renaissance Salzburg Hotel –
Congress Center, Fanny v. Lehnert-Straße 7, 5020 Salzburg
Agenda:
1.) Resolution by the general meeting concerning:
(a) authorization of the Board of Management to increase the capital stock
from a current level of EUR 5,812,542.00 within a period of five years upon
registration of the relevant amendment to the articles of incorporation in the
commercial register, taking account of the existing authorized capital
amounting to EUR 346,833.00 in nominal terms, to the greatest extent possible
by up to EUR 2,559,438.00, to reach up to EUR 8,718,813.00 by issuing no-par
value bearer stocks at least at the pro-rated amount of the capital stock
against a cash contribution, including a full or partial exclusion of
stockholders’ subscription rights and to fix (i) the issue price, (ii) the
terms and conditions of issue and (iii) the number of stocks to be granted, in
each case with the consent of the Supervisory Board;
(b) authorization of the Supervisory Board to adopt amendments to the articles
of incorporation resulting from the issue of stocks based on the authorized
capital;
(c) the relevant amendments to the articles of incorporation.
2.) Resolution by the general meeting concerning the authorization of the
Board of Management to redeem own stocks in accordance with § 65 par. 1 line 8
of AktG (Austrian Stock Corporation Act) to a total maximum extent of 10% of
the capital stock subject to a period of validity for such acquisition of no
more than 18 months as of the date of the resolution. In selling the Company’s
own stocks, the Board of Management shall be authorized to opt for some form of
disposal other than on the stock market or by public offer and to exclude the
stockholders’ subscription rights wholly or in part. In addition, the Board of
Management shall be authorized to recall the Company’s own stocks without a
further resolution by the general meeting being necessary in this regard.
A report in writing from the Board of Management in accordance with § 170 par.
2, read in conjunction with § 153 par. 4 of AktG and § 65 par. 1b in
conjunction with § 153 par. 4 of AktG justifying the exclusion of subscription
rights, including a statement relating to the fixing of the issue price and the
terms and conditions of issue, is available for inspection in the Company’s
offices, of which the stockholders can obtain a copy from the Company upon
request.
3.) Resolution by the general meeting concerning:
(a) the relocation of the Company’s headquarters from Elsbethen to Brunn am
Gebirge, and
(b) the relevant amendment to the articles of incorporation.
4.) Miscellaneous:
The general meeting may only be attended and voting rights may only be
exercised by those stock-holders who have deposited their stocks with the
Company, with an Austrian notary public or with the main branch of a domestic
credit institution during the usual office hours until such time as the general
meeting is closed, by:
January 30, 2003 at the latest.
Such deposit shall also be deemed to have been duly made if the stocks, with
the consent of one of the depositories indicated above, are kept on their
behalf in a blocked custody account with one or several other domestic or
foreign credit institutions at the latest from the end of the deposit period at
least until the end of the general meeting.
The depositaries shall submit originals or certified copies of the
documentation relating to the deposit effected to the Company at the latest one
working day after the deposit period has expired.
Voting cards shall be available for collection on February 5, 2003 from 13.00h.
Voting rights by proxy can only be exercised against presentation of such proxy
in writing, which shall be retained by the Company.
Elsbethen, January 2003 The Board of Management
Investor Relations: E-mail: investor.relations@emtscenter.com
Tel.: +43-662-623 391-0
Company Spokesperson: Karin Keglevich
E-mail: keglevich@spa.co.at
Tel.: +43-1-532 25 45-10
Title: EMTS Technologie AG, Salzburg
ISIN Nr.: AT0000926266
end of message, (c)DGAP 15.01.2003
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WKN: 616516; ISIN: AT0000926266; Index: SWX New Market
Listed: Swiss Exchange; Freiverkehr in Berlin, Frankfurt und München
151840 Jän 03
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