EANS-News: austriamicrosystems AG / Invitation to Annual General Meeting (ISIN AT0000920863)

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Annual & Special Corporate Meetings

Unterpremstaetten (euro adhoc) - We herewith invite our shareholders
to the Annual General Meeting of Shareholders of austriamicrosystems
AG to be held on Thursday, 24 May 2012 at 10.00 a.m. at the Company's
premises at Schloss Premstätten, A-8141 Unterpremstätten,
Tobelbaderstrasse 30.

AGENDA

1. Presentation of the annual accounts including the report of the
management board and the corporate governance report, the group
accounts together with the group annual report, the proposal for the
appropriation of the profit and the report of the supervisory board
for the business year 2011. 2. Resolution on the appropriation of the
balance-sheet profit. 3. Resolution on the release of the members of
the management board for the business year 2011. 4. Resolution on the
release of the members of the supervisory board for the business year
2011. 5. Resolution on the remuneration for the members of the
supervisory board. 6. Resolution on the election of the auditor and
the group auditor for the business year 2012. 7. Resolution on a. the
creation of a new Authorized Capital, also including the
authorization to exclude subscription rights and the option to issue
the new shares against contribution in kind [Authorized Capital
2012], b. the cancellation of the Authorized Capital adopted by the
Annual General Meeting on 26. May 2011. 8. Resolution on the
authorization of the management board to issue financial instruments
pursuant to § 174 Austrian Stock Corporation Act (AktG), in
particular convertible bonds, participating bonds, profit
participation rights which grant the right of subscription and/or
conversion of shares of the company. 9. Resolution on the conditional
increase of the share capital pursuant to § 159 section 2 paragraph 1
Austrian Stock Corporation Act (AktG) for issuing to creditors of
financial instruments (Conditional Capital 2012). 10. Resolution on
the amendment of the Articles of Association, in particular change of
the company, change with regard to the Authorized Capital 2012, the
Conditional Capital 2012 pursuant to § 159 section 2 paragraph 1
Austrian Stock Corporation Act (AktG) and the adjustments to the
changed statutory provisions - Company Law Amendment Act 2011. 11.
Report on the SOP 2009.

DOCUMENTS FOR THE ANNUAL GENERAL MEETING

The following documents will be accessible on 03 May 2012 on the
Internet under www.austriamicrosystems.com at the latest and will
also be available at the Annual General Meeting.

- Annual accounts with the report of the management board, -
Corporate Governance report, - Annual group accounts with the group
annual report, - Resolution on the appropriation of the result, -
Report of the supervisory board, each for the business year 2011, -
Proposed resolutions for the items 2-10 on the agenda, - Report of
management board to TOP 7 - Authorized Capital 2012, Exclusion of
subscription rights, - Report of management board to TOP 8 -
Financial instruments pursuant to § 174 Austrian Stock Corporation
Act (AktG), - Report of management board to TOP 9 - Conditional
Capital 2012, - Articles of Association by making the proposed
changes apparent, - Form for granting a power of attorney, - Form for
revoking a power of attorney, - Complete text of this invitation

NOTICE REGARDING THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO §§ 109,
110 UND 118 AUSTRIAN STOCK CORPORATION ACT (AKTG)

Shareholders, whose shares jointly represent 5 % of the share capital
and who have been owners of these shares for at least three months
before filing an application, can request in writing, that additional
items are placed and made public on the agenda of this general
meeting, if such a request in written form is received exclusively by
the Company at the address Schloss Premstätten, A-8141
Unterpremstätten, Tobelbaderstrasse 30, General Counsel, Jann H.
Siefken at the latest on 03. May 2012. Each item requested in this
manner must include a proposal for resolution plus a justification.
To prove shareholder qualifications a deposit certificate pursuant to
§ 10a Austrian Stock Corporation Act (AktG) shall be sufficient for
bearer shares kept in deposit, in which it is confirmed that the
requesting shareholders have been shareholders for at least three
months before filing such request and which must not be older than
seven days upon presentation to the Company. As regards the other
requirements for a deposit certificate please see the specifications
regarding the right to attend. Shareholders, whose shares jointly
represent 1% of the share capital, may submit in text form proposals
for the passing of resolutions plus justifications on each item on
the agenda, and may request that these proposals including
justifications and statements of the management board or the
supervisory board, if any, are made available on the website of the
Company, if this request is received in written text form by the
Company at the latest on 14. May 2012 either by fax to +43 (3136) 500
5420 or at austriamicrosystems AG, Schloss Premstätten, A-8141
Unterpremstätten, Tobelbaderstrasse 30, General Counsel, Jann H.
Siefken, or by e-mail agm@austriamicrosystems.com, whereas the
request in text form, such as a PDF file must be attached to the
e-mail. To prove the shareholding in order to exercise this
shareholder right, submission of a deposit certificate pursuant to §
10a Austrian Stock Corporation Act (AktG) shall be sufficient, which
at the time of presentation to the Company must not be older than
seven days. As regards the other requirements for the deposit
certificate please see the specifications regarding the right to
attend.

Each shareholder must - upon request - be informed in the general
meeting on the matters concerning the Company, to the extent that
such information is necessary to appropriately assess an item on the
agenda. The provision of information may be refused to the extent
that it might be liable according to reasonable entrepreneurial
assessment to cause serious damage to the Company or an affiliated
company or if provision of such information could lead to prosecution
under the law. Further information on these rights of the
shareholders pursuant to §§ 109, 110, 118 and 119 Austrian Stock
Corporation Act (AktG) shall be available with immediate effect on
the website of the Company www.austriamicrosystems.com.

VERIFICATION KEY DATE AND ATTENDANCE OF GENERAL MEETING

The right to attend the general meeting and to exercise the voting
right and the other shareholder rights, which are to be asserted in
the general meeting depend on the shareholding as of 14. May 2012,
12:00 midnight, Vienna time (verification key date). Only such
persons shall be entitled to attend the general meeting, who are
shareholders on the key date and can verify this to the Company. For
bearer shares that are kept in a deposit the verification of the
shareholding on the verification key date shall be a deposit
certificate pursuant to § 10a Austrian Stock Corporation Act (AktG),
which shall be transmitted to the Company exclusively to one of the
following addresses at the latest by 21. May 2012. By post or by
messenger austriamicrosystems AG Schloss Premstätten
Tobelbaderstrasse 30 A-8141 Unterpremstätten By fax +43 (1) 8900 500
- 86 By e-mail anmeldung.austriamicrosystems@hauptversammlung.at,
whereas the deposit certificate must be attached in text format to
the e-mail, e.g. as PDF file

austriamicrosystems AG is not accepting deposit receipts and
declarations pursuant to § 114 section 1 fourth sentence Austrian
Stock Corporation Act (AktG) by way of an international, especially
secure communications network for financial institutions (SWIFT)
since other electronic communication paths (fax and e-mail) are
provided instead. This is because, austriamicrosystems AG provided
SWIFT as electronic communication path in each of the two previous
annual general meetings but the depositary financial institutions did
not make significant use of it.

DEPOSIT CERTIFICATE PURSUANT TO § 10A AUSTRIAN STOCK CORPORATION ACT
(AKTG)

The deposit certificate must be issued by a credit institution
maintaining deposits which has its seat in a member state of the
European Economic Area or in a full member state of the OECD and must
include the following information: - Information on the issuer :
Name/Firm and address or a code which is customary in the
transactions between credit institutions (SWIFT Code), - Information
on the shareholder: Name/firm, address, date of birth of natural
persons, if applicable register and register number of legal persons,
- Information on the shares : number of shares of the shareholder,
ISIN AT0000920863, - Deposit number and/or other designation, - Date
to which the deposit certificate relates. Extending beyond this, the
deposit certificates of SIX SegaInterSettle AG, Olten, Switzerland
are accepted. The deposit certificate as proof of the shareholding
for attending the general meeting must relate to the verification key
date 14. Mai 2012 referred to above. The deposit certificate is
accepted in both German and English languages. Shareholders are not
blocked by a registration for a general meeting or transmission of a
deposit certificate; Shareholders shall be free to dispose of their
shares also subsequent to their registration or transmission of a
deposit certificate.

REPRESENTATION BY PROXY

Each shareholder entitled to attend the general meeting has the right
to appoint a proxy who attends the general meeting on behalf of the
shareholder and has the same rights as the shareholder whom he
represents. A proxy must be granted to a certain person (a natural or
legal person) in text format, whereas several persons may be granted
proxy. This proxy must be sent to the Company exclusively to one of
the addresses listed below: By post or by messenger
austriamicrosystems AG Schloss Premstätten Tobelbaderstrasse 30 8141
Unterpremstätten By fax +43 (1) 8900 500 - 86 By e-mail
anmeldung.austriamicrosystems@hauptversammlung.at, whereas the power
of attorney must be attached to the e-mail in text format, e.g. as
PDF file On the day of the general meeting only: In person: at the
registration for the general assembly at the venue

A power of attorney (proxy) form and a form for revoking the power of
attorney (proxy) will be sent upon request and can be downloaded from
the homepage of company under www.austriamicrosystems.com. If the
power of attorney is not submitted personally at the day of the
general meeting upon registration then it must be received by the
Company at the latest at 4 p.m. on 23. May 2012. The above provisions
for granting a power of attorney (proxy) shall analogously apply to
the revoking of a power of attorney (proxy). If a shareholder has
granted a power of attorney (proxy) to his deposit carrying credit
institution, then it shall be sufficient if this institution makes a
declaration together with the deposit certificate that it was granted
power of attorney (proxy). For transmitting this declaration § 10a
section 3 Austrian Stock Corporation Act (AktG) shall apply
accordingly. As a special service to shareholders, an independent
proxy shall be available for voting subject to directives in the
general meeting, this being Dr. Walter Pisk, Notary, A-8010 Graz,
Raubergasse 20; a special proxy form is available on the website of
the Company under www.austriamicrosystems.com.

TOTAL OF SHARES AND VOTING RIGHTS

The share capital of the Company amounts to a nominal of EUR
33,315,872.49, and is divided into 13,753,092 no-par value shares.
Each share granting one vote. As of 20. April 2012 the Company holds
1.141.160 own shares for which it does not have any rights. The total
number of shares entitled to attend and vote amounts to 12.611.932.
To guarantee smooth proceedings at the entrance control, the
shareholders are asked to appear in good time at the venue of the
general meeting before it commences. The shareholders are requested
to bring an official photo identification document. Entrance to pick
up voting cards shall be at 9.00 a.m.

Vienna, April 2012

The Board of Management

Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-5970
Fax: +43 3136 500-5420
Email: investor@austriamicrosystems.com

end of announcement euro adhoc
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company: austriamicrosystems AG
Schloß Premstaetten
A-8141 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-5420
mail: investor@austriamicrosystems.com
WWW: www.austriamicrosystems.com
sector: Technology
ISIN: AT0000920863
indexes:
stockmarkets: official dealing: SIX Swiss Exchange
language: English