EANS-Adhoc: phion AG / Extraordinary General Meeting / Intended Changes of Supervisory Board Members

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Company Information

20.10.2009

The management board of phion AG convenes an extraordinary General
Meeting of the shareholders on Friday, November 13th, 2009 at 3 p.m..
The meeting will be held at the phion AG premises in 6020 Innsbruck,
Eduard-Bodem-Gasse 1, with the following agenda:

Agenda

1. Resolution on the reduction from currently four to three members of the
Supervisory Board to be elected by the General Meeting;
2. Election of three members of the Supervisory Board due to the
resignation from office of all previous members of the Supervisory Board to be
elected by the General Meeting;
3. Resolution on the change of the fiscal year period which shall begin on
March 1st and ends on the last day of February of the next calendar year, as
well as on the insertion of a short fiscal year from April 1st, 2009 to February
28th, 2010;
4. Resolution on the amendment of the Articles of Association of the
company at clause XXIV. "Fiscal year - Annual Financial Statement, Dividend", in
such manner that clause 24.1 shall be read as follows: "The fiscal year of the
company begins on March 1st and ends on the last day of February of the next
calendar year. A short fiscal year is being inserted for the period from April
1st, 2009 to February 28th, 2010".

Documents

Following documents are available for consultation to the
shareholders at the seat of the company.

(i) Submission of candidates for the Supervisory Board pursuant to art. 87
sec 2 Austrian Stock Corporation Act ("Aktiengesetz", "AktG"), including their
expertise, professional or comparable functions as well as the declaration on
the absence of recusal reasons.

(ii) Proposal for resolution on agenda items 1., 2., 3. and 4.;

(iii) Draft of the amended Articles of Association of the company in
accordance with item 4 of the agenda concerning clause XXIV. "Fiscal year -
Annual Financial Statement, Dividend" at point 24.1 and a comparison of the
current and proposed version of point 24.1 of the Articles of Association.

The invitation to the extraordinary General Meeting, along with the
documents mentioned in (i) to (iii) (inclusively) above, can be
obtained free of charge at the company premises from October 21st,
2009 onwards or downloaded from the company website (www.phion.com)
under Investor Relations. All forms for the appointment or revocation
of a proxy pursuant to art. 114 AktG are also available on the
website.

Reference to the rights of the shareholders (art. 106 subsec. 5 AktG)

As set forth in art. 109 AktG, shareholders holding together at least
5% of the share capital are entitled to request in writing the
inclusion of items on the agenda of the General Meeting, as well as
their notification. A proposal for resolution and a statement of
grounds must be enclosed to every item thereby included. The
applicants must have owned their respective shares for at least three
months and the request must reach the company 19 days before the
General Meeting at the latest, i.e. no later than October 25th, 2009.

As set forth in art 110 AktG, shareholders holding together at least
1% of the share capital are entitled to submit in writing proposals
for resolution on any items of the agenda. The proposal for
resolution along with a statement of grounds, the name of the
submitting shareholders and the response of the Management Board or
the Supervisory Board (if applicable), must be made available on the
website of the company upon request of the applicants. To be
admissible, the request must reach the company no later than 7
working days before the General Meeting, i.e. by November 4th, 2009
at the latest. By submission of candidates for the Supervisory Board,
the declaration pursuant to art. 87 sec 2 AktG replaces the statement
of grounds.

As set forth in art. 118 AktG, every shareholder is entitled, during
the General Meeting, to be provided with information regarding the
businesses of the company, as far as necessary for a correct
evaluation of an agenda item. The request for information can be
denied when, after reasonable commercial consideration, the
information to be provided is likely to cause a significant prejudice
to the company or to an affiliated company or if providing the
information would be punishable by law.

Shareholders rights which are connected with the holding of the
shares during a certain period of time can only be exercised when the
quality of shareholders for the relevant period of time can be proved
by the deposit certificate ("Depotbestätigung"), as set forth in art.
10a AktG.

Further information on shareholders rights pursuant arts. 109, 110
and 118 AktG are available on the company website (www.phion.com)
under Investor Relations.

Right to attend, deposit certificates ("Depotbestätigung"), record
date and representation (art. 106 subsec. 6, subsec. 7 and subsec. 8
AktG)

Due to the amendments of the Austrian Stock Corporation Act, the
stipulations of the Articles of Association concerning the
convocation and the deposit of shares to attend the General Meeting
are not applicable. Pursuant to art. 111 sec. 1 AktG as amended, the
right to attend the General Meeting and the exercise of shareholders
rights are determined by the equity holding at the end of the 10th
day before the General Meeting (Record date). Consequently, only the
shareholders having this status at the end of the 10th day before the
General Meeting (Record date) are entitled to attend the General
Meeting and exercise the shareholders rights. The record date is
November 3rd, 2009, 12.00 p.m. Vienna local time.

The shareholder quality on the record date shall be evidenced by the
deposit of the shares with the company by means of a deposit
certificate in accordance with art. 10a AktG, which shall reach the
company no later than three working days before the General Meeting,
i.e. by November 10th, 2009 at the latest; either via post (6020
Innsbruck, Eduard-Bodem-Gasse 1. attn. Mag. Günter Klausner), telefax
(+43 508100 20, attn. Mag. Günter Klausner) or email with qualified
electronic signature to g.klausner@phion.com (Mag. Günter Klausner).
The deposit certificate must be issued by a custodian bank having its
seat within the European Union or in a country being full member of
the OECD, and contain at least the information required in art. 10a
sec. 2 AktG. To evidence the current quality of shareholder, the
deposit certificate shall not be older than seven days on the day of
the submission. Deposit certificates may be issued in German or
English.

Every shareholder entitled to attend the General Meeting may appoint a natural
or legal person as representative. The company itself, a Member of the
Management Board or of the Supervisory Board, can only exercise a delegated
voting right which was granted along with specific instruction on every agenda
item. The power to exercise a delegated voting right must be granted in writing
to a specific person. Every shareholder may use the standard form provided by
the company on its website (www.phion.com), which also enables to grant
restricted power of representation. The use of this standard form is not
mandatory. The power to exercise a delegated voting right must be sent to the
company via post (6020 Innsbruck, Eduard-Bodem-Gasse 1), telefax (+43 508100 20,
attn. Mag. Günter Klausner) or email to g.klausner@phion.com (Mag. Günter
Klausner). The power of representation will be retained by the company. If a
shareholder has granted power to his custodian bank (§ 10a AktG), it is
sufficient that the custodian bank makes a statement, in addition to the
transfer of the deposit certificate, declaring that it has been granted power to
exercise the voting rights. The precedent stipulations in respect to the
granting of delegated voting rights analogously apply to the revocation of that
power.

Total number of shares and voting rights at the time of convocation (Art. 106
subsec. 9 AktG and Art. 83 para. 2 subsec. 1 BörseG)

At the time of convocation of the General Meeting, the total share capital of
the company amounts to 800,000, divided into 800,000 no-par-value bearer shares.
Every share grants one voting right. At the time of convocation, the company
does not hold any of its own shares. The company has not issued more than one
class of shares.

In order to ensure a time efficient meeting, questions which answers require a
longer preparation period should be addressed to the management board timely
before the General Meeting.

The invitation to the General Meeting will be released on October
21st, 2009 in the official Gazette Wiener Zeitung. The invitation,
along with the agenda and the documents and information to be
provided to the shareholders in accordance with the Austrian Stock
Corporation Act ("Aktiengesetz"), can be obtained free of charge at
the company premises from October 21st, 2009 onwards or downloaded
from the company website (www.phion.com) under Investor Relations.

The company has been given pre-notice by all current members of the
Supervisory Board of their intention to resign from office as at the
end of the General Meeting to be held on November 13th, 2009.

Ende der Mitteilung euro adhoc
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ots Originaltext: phion AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Constanze Liebenau

Eduard-Bodem-Gasse 1

Tel. +43 (0) 508 100

Email: c.liebenau@phion.com

Branche: Computing & Information Technology
ISIN: AT0000PHION3
WKN:
Index: mid market
Börsen: Wien / Regulated free trade