EANS-Adhoc: ams AG / Convocation of Annual General Meeting

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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Annual & Special Corporate Meetings
11.05.2016

ams AG Company Register Number 34109 k ISIN AT0000A18XM4 CONVOCATION
We herewith invite our shareholders to the Annual General Meeting of
Shareholders of ams AG to be held on Thursday, June 2, 2016 at 10.00
a.m. at the Company's premises at A-8141 Premstaetten, Tobelbader
Strasse 30.

AGENDA

1. Presentation of the annual accounts including the report of the
management board, 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 2015.
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 2015.
4. Resolution on the release of the members of the supervisory board for
the business year 2015.
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 2016.
7. Election of up to two members of the Supervisory Board.
8. Resolution on
a. the cancellation of the authorized capital according to the shareholder
resolution dated 24.05.2012 [Authorized Capital 2012],
b. the creation of new authorized capital [Authorized Capital 2016]
i) under consideration of the statutory subscription right, as well in in
the sense of indirect subscription rights pursuant to § 153 para 6 Austrian
Stock Corporation Act (AktG),
ii) with the authorization to exclude subscription rights,
iii) with the option of issuing the new shares against contributions in kind,
and
c. the amendment of the Articles of Association in § 3 para 4
9. Report concerning the volume, the purchase and sale of own stock
pursuant to Article 65 para 3 (AktG).

DOCUMENTS FOR THE ANNUAL GENERAL MEETING

The following documents will be accessible from today on the Internet
under www.ams.com 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 2015,
- Proposed resolutions for the items on the agenda,
- Declaration of the candidates for election to the Supervisory Board to
TOP 7 in accordance with § 87 Abs 2 AktG including curriculum vitae,
- Report of the Management Board in accordance with § 170 Abs 2 AktG and §
153 Abs 4 S 2 AktG - exclusion of subscription rights and authorized capital -
to TOP 8,
- 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 AND 118 AUSTRIAN STOCK CORPORATION ACT (AKTG)

Additions of Shareholders to the agenda 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 A-8141 Premstaetten, Tobelbader Strasse 30, General Counsel,
Jann H. Siefken at the latest on May 12, 2016. 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.

Proposals of Shareholder to the agenda 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 May 23, 2016 either by fax to +43 3136 500
92100 or at ams AG, A-8141 Premstaetten, Tobelbader Strasse 30,
General Counsel, Jann H. Siefken, or by e-mail agm@ams.com, whereas
the request in text form, such as a PDF file must be attached to the
e-mail. In case of a proposal for election to a member of the
supervisory board, the justification has to be replaced by a
declaration of the nominee pursuant to § 87 para 2 AktG. 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.

Right to information 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. Any
questions that require longer preparation should, in the interest of
an efficient session, be submitted in text form to the Management
Board in due time prior to the general meeting. Questions may be
submitted by post to ams AG at the address Tobelbader Straße 30, 8141
Premstätten, Moritz Gmeiner, Investor Relations, or by e-mail
investor@ams.com.

Applications at the general meeting Each shareholder is -
irrespective of a specific share ownership - entitled to make
applications at the general meeting to each item on the agenda. A
shareholder proposal to elect a Supervisory Board member is, however,
necessarily subject to the timely transmission of a proposed
resolution in accordance with § 110 AktG: Persons for election to the
Supervisory Board (Agenda item 7) can only be proposed by
shareholders, whose shares represent at least 1% of the share
capital. Such proposals must be submitted to the company in the
manner described above, on May 23, 2016 at the latest. To each
nomination, the declaration in accordance with § 87 para 2 AktG
concerning the proposed person, the professional qualifications,
professional or comparable functions and any circumstances which may
give rise to concern over bias, has to be amended.

Information on the website 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.ams.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 May 23, 2016, 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 May 30, 2016. By post or by messenger
ams AG

Tobelbader Strasse 30
A-8141 Premstaetten
By fax +43 (1) 8900 500 - 86
By e-mail anmeldung.ams@hauptversammlung.at, whereas the
deposit certificate must be attached in text format to the e-mail,
e.g. as PDF file
Via SWIFT: GIBAATWGGMS - Message Type MT598; please
indicate in the wording: ISIN AT0000A18XM4.

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
AT0000A18XM4,
- 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 May 23, 2016
referred to above. The deposit certificate is accepted in both German
and English languages.

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 ams AG
Tobelbader Strasse 30
8141 Premstaetten
By fax +43 (1) 8900 500 - 86
By e-mail anmeldung.ams@hauptversammlung.at, whereas the power of attorney
must be attached to the e-mail in text format,
e.g. as PDF file.
Via SWIFT: GIBAATWGGMS - Message Type MT598; please indicate in the
wording: ISIN AT0000A18XM4.
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.ams.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 June 1, 2016.
The above provisions for granting a power of attorney (proxy) shall analogously
apply to the revoking of a power of attorney (proxy).

As a special service to shareholders, an independent proxy shall be
available for voting subject to directives in the general meeting,
this being Walter Pisk, Notary, A-8010 Graz, Raubergasse 20; a
special proxy form is available on the website of the Company under
www.ams.com.

TOTAL OF SHARES AND VOTING RIGHTS The share capital of the Company
amounts to a nominal of EUR 73,408,545.-- and is divided into
73,408,545 no-par value shares. Each share granting one vote. The
Company holds on the date of April 25, 2016 4,994,116 own shares for
which it does not have any rights. The total number of shares
entitled to attend and vote amounts to 68,464,429.

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.

The Board of Management

Further inquiry note:
Moritz M. Gmeiner
Senior Director Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement euro adhoc
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issuer: ams AG
Tobelbader Strasse 30
A-8141 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
sector: Technology
ISIN: AT0000A18XM4
indexes:
stockmarkets: official dealing: SIX Swiss Exchange
language: English