Pankl Racing Systems AG
Pankl Racing Systems AG: Invitation to the 14th Annual General Meeting
Pankl Racing Systems AG / Announcement of the Convening of the General Meeting 29.03.2012 08:12 Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Pankl Racing Systems AG Bruck an der Mur, FN 143981 m Invitation Herewith we invite our shareholders to the 14th Annual General Meeting of Pankl Racing Systems AG on Friday, 27 April 2012, at 10.00am, at the Company's offices in 4 Industriestrasse West, 8605 Kapfenberg, Austria. Agenda 1. Report of the Management Board 2. Presentation of the annual financial statements including the status report and the corporate governance report as well as the dividend distribution proposal and the Supervisory Board report for the fiscal year 2011. 3. Motion regarding the use of the balance sheet profit for the fiscal year 2011. 4. Motion regarding the discharge of the Management Board members for the fiscal year 2011. 5. Motion regarding the discharge of Supervisory Board members for the fiscal year 2011. 6. Motion regarding the remuneration for members of the Supervisory Board for the fiscal year 2011. 7. Election of the annual auditor and group auditor for the fiscal year 2012. 8. Supervisory Board elections. AGM DOCUMENTATION The following documents will be available for our shareholders to be reviewed as of 6 April 2012 on our homepage under the link http://www.pankl.com/Hauptversammlung.497.1.html. These documents will also be distributed at the AGM: - Annual financial statements including status report, - Corporate governance report, - Consolidated financial statements with group status report - Dividend distribution proposal, - Report of the Supervisory Board each for the fiscal year 2011; - Proposals for the motions regarding the agenda items 3 - 8, - Declarations of the candidates for the Supervisory Board election regarding agenda item 8 according to chapter 87 paragraph 2 of the Public Companies' Act (§87 Abs 2 AktG) - Proxy forms - Forms to revoke a proxy - Complete text of convening this AGM REFERENCE REGARDING THE SHAREHOLDERS' RIGHTS IN ACCORDANCE WITH CHAPTERS 109, 110 AND 118 OF THE PUBLIC COMPANIES ACT (§§ 109, 110, 118 AKTG) Shareholders, whose combined stake exceeds 5% of the share capital and who have been holding this stake for at least 3 months prior to the application described herein, may request in writing that additional agenda items shall be included in the agenda of the AGM and publicly announced as long as this application reaches the Company by 6 April 2012 exclusively at the address A-8605 Kapfenberg, Industriestrasse West 4, Investor Relations Department for the attention of Brigitte Putz, or via telefax +43(0)3862 33 999 - 181. Further information for depositary banks is available on the internet under the link http://www.pankl.com/Hauptversammlung.497.1.html as of now. In order to proof that the applying shareholders have been holding their shares for at least 3 months prior to their application, they have to present a confirmation of their depositary in accordance with chapter 10a of the Public Companies Act (§10a AktG) dated within 7 days from the day this confirmation is presented to the Company. For other requirements of depositary confirmations, please refer to the text regarding the right to attend the AGM. Shareholders, whose combined stake exceeds 1% of the share capital may request in writing that their motion proposals regarding any agenda item including the appropriate reasons shall be published on the Company's homepage provided this request has been received by the Company in writing by 18 April 2012 either via telefax on +43 (0)3862 33 999 - 181 or via post or personal delivery to A-8605 Kapfenberg, Industriestrasse West 4, Investors Relations Department for the attention of Brigitte Putz, or by email to ir@pankl.com with the request being attached as a separate text file (e.g. a PDF document). To propose a person for the election to the Supervisory Board the appropriate reasons shall be replaced by the declaration of the appropriate person in accordance with chapter 87 paragraph 2 of the Public Companies Act (§87 Abs 2 AktG). In order to proof that the applying shareholders have been holding their shares for at least 3 months prior to their application, they have to present a confirmation of their depositary in accordance with chapter 10a of the Public Companies Act (§10a AktG) dated within 7 days from the day this confirmation is presented to the Company. For other requirements of depositary confirmations, please refer to the text regarding the right to attend the AGM. A written confirmation of a public notary is sufficient, in case the bearer shares are not held with a depositary. The requirements described above apply also to such confirmations. In the AGM, each shareholder shall receive appropriate information at his/her request provided this information is necessary for the adequate assessment of an agenda item. Every shareholder is entitled to present motions in the AGM to each agenda item. Only shareholders representing at least 1% of the share capital are entitled to propose persons to be elected to the Supervisory Board (agenda item 8). Such proposals have to be received by the Company by 18 April 2012 in the manner described above. Each such proposal has to contain the declaration in accordance with chapter 87 paragraph 2 of the Public Companies Act (§87 Abs 2 AktG) regarding the professional qualifications, functions and any other circumstances which may give reason to assume a conflict of interest. Further information on these shareholder rights according to chapters 109, 110, 118 and 119 of the Public Companies Act (§§ 109, 110, 118, 119 AktG) are available on the internet under the link http://www.pankl.com/Hauptversammlung.497.1.html. DATE OF VERIFICATION AND ATTENDANCE IN THE AGM Shareholders are required to evidence their shareholding as of 17 April 2012 (Date of Verification) to be able to attend the AGM, exercise the voting rights and other shareholders' rights. Only persons who hold shares in the Company on this date and who can proof that to the Company are entitled to take part in the AGM. A depositary confirmation in accordance with chapter 10a of the Public Companies Act (§10a AktG) is sufficient to proof the shareholding provided the Company has received such by 24 April 2012 in the following manner: By Post Pankl Racing Systems AG or Courier Investor Relations for the attention of Frau Brigitte Putz Industriestraße West 4 8605 Kapfenberg, Per Telefax +43(0)3862 33 999 - 181 Per email ir@pankl.com, with the depositary confirmation to be attached as a text file (e.g. PDF file) Pankl Racing Systems AG does not accept depositary confirmations and declarations according to chapter 114 paragraph 1, 4th sentence of the Public Companies Act (§114 Abs 1, 4. Satz AktG) via an international, secure communciation network of banks (SWIFT) as other electronic communication channels are available (email and telefax). In the last 2 AGMs, Pankl Racing Systems AG offered SWIFT as an electronic communication channel with hardly any of the depositary banks making use of it. Depositary Confirmation in accordance with Chapter 10a of the Public Companies Act (§10a AktG) The depositary confirmation shall be issued by a custodian bank domiciled in the EU, or in a full OECD member state and shall contain the following: - Information regarding the issuer: Name and address or customary transfer code used for identification purposes between banks, - Information regarding the shareholder: Name and address, date of birth for natural persons, commercial register identification for legal entities, - Information regarding the shares: Number of shares of the shareholder, - Deposit account number or any other appropriate description, - Date of the depositary confirmation. The depositary confirmation shall refer to the Date of Verification, which is the 17 April 2012. The depositary confirmation shall be in the German or English language. The registration to take part in the AGM or the transfer of a depositary confirmation does not restrict shareholders in their disposal of their shares. REPRESENTATION BY PROXY Each shareholder who is entitled to take part in the AGM may elect a proxy who takes part in the AGM on his/her behalf and who can exercise all rights which the shareholder himself/herself is entitled to. Chapter 10a paragraph 3 of the Public Companies Act (§10a Abs.3 AktG) applies appropriately for such declarations. The power of attorney shall be issued to a defined person (natural person or legal entity) in writing. The power of attorney shall be delivered to the Company in the following manner: By Post: Pankl Racing Systems AG Investor Relations for the attention of Brigitte Putz Industriestraße West 4 8605 Kapfenberg, By Telefax: +43(0)3862 33 999 - 181 By E-Mail: ir@pankl.com with the power of attorney being attached to the email as a separate text file (e.g. a PDF document) By Personal Submission: ahead of the AGM at the registration point A power of attorney form can be sent by the Company if requested and is available on the internet under the link http://www.pankl.com/Hauptversammlung.497.1.html. If a shareholder issues a power of attorney to his/her depositary bank, it shall be sufficient that the bank provides the depositary confirmation and a declaration that it acts as proxy. Shareholders may use the special service to appoint a representative from the shareholders' association IVA, 22 Feldmühlgasse, A-1130 Vienna, as their proxy. This representative is bound by the instructions of the represented shareholders. If you are interested in this service, please contact Mr. Michael Knap from the IVA either directly - Tel. +43-1-8763343-0, Fax +43-1-8763343-49 or email michael.knap@iva.or.at or use the special power of attorney form which is available on the internet under the link http://www.pankl.com/Hauptversammlung.497.1.html. Total Amount of Shares and Voting Rights At the time the AGM is convened, the share capital of the Company is divided into 3,500,000 shares without nominal value. Each share represents one equal vote. At the time the AGM is convened, the Company holds 350,000 own shares. The Company shall not exercise any rights with regards to these shares. At the time the AGM is convened, the total number of shares entitled to attend the AGM and to vote in the AGM is 3,150,000. To assure smooth progress at the registration point for the AGM, we kindly ask all shareholders to arrive in due time before the official start of the AGM. Voting cards are issued and shareholders admitted from 9.30 am. Bruck upon Mur, in March 2012 The Management Board 29.03.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Pankl Racing Systems AG Industriestraße West 4 8605 Kapfenberg Austria Phone: +43 3862 33 999 -317 Fax: +43 3862 33 999 -810 E-mail: ir@pankl.com Internet: www.pankl.com ISIN: AT0000800800 WKN: 914732 Listed: Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart; Open Market in Frankfurt; Wien (Amtlicher Handel / Official Market) End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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