Invitation
to the 11th Ordinary Annual General Meeting of Binder+Co AG Shareholders to be held at 10 a.m. on April 7, 2010 in the Börsensälen Wien, Wipplingerstrasse 34, A-1010 Vienna with the following agenda:
1. Presentation of the approved financial statements and the Group financial statements as at December 31, 2009, the Management Report and the Report of the Supervisory Board for the 2009 financial year.
2. Passing of a resolution concerning the distribution of the net profit for the 2009 financial year.
3. Passing of a resolution concerning the discharge of the Management Board for the 2009 financial year.
4. Passing of a resolution concerning the discharge of the Supervisory Board for the 2009 financial year.
5. Passing of a resolution concerning remuneration to the members of the Supervisory Board for the 2009 financial year.
6. Election of the Supervisory Board.
7. Selection of the company and Group auditors for the 2010 financial year.
8. Passing of a resolution concerning the adjustment of company articles to the new regulations contained in the Share Rights Amendment Act 2009 and changes to the articles in §§3, 10, 17, 19, 20, 21, 22 and 24.
9. A report by the Management Board concerning the number of own shares held, the reason, purpose and type of purchase, as well as sales of own shares, the pro rata amount of no par bearer shares in issued share capital and the total amount of issued share capital, the current value of the shares or the income from sales, as well as the employment of any gains.
10. Any other business.
Entitled to participate in this Annual General Meeting shall be all shareholders, who have surrendered their shares to an Austrian public notary, or at the main branch of a domestic bank by March 30, 2010 at the latest, and who leave them there until the conclusion of the ordinary Annual General Meeting. At the latest, the custodial bodies are obliged to submit confirmation of the deposits to the company one day after the expiry of the surrender deadline (Fax +43-3112-800-320).
Admission for the collection of voting cards will commence at 9.30 a.m.
The Binder+Co AG financial statements (Group and company) for the 2009 financial year, including the Management Report and the Group Management Report, the proposal for the distribution of profits, the report of the Supervisory Board for the 2009 financial year and the suggestions for resolutions relating to the individual items on the agenda will be available to the public for daily perusal, as from March 10, 2009, between 10.00 a.m. and 12 noon at the company, Grazer Strasse 19-25, A-8200 Gleisdorf and under www.binder-co.at
All shareholders with an entitlement to attend the Annual General Meeting have the right to select a proxy, who will participate in the Annual General Meeting in their name and will have the same rights as the shareholder being represented. The proxy must be allocated to a determined person (a natural or a legal personage) in written form. The proxy can be brought to the Annual General Meeting, or be sent to one of the named addresses in advance:
Per post:
Binder+Co AG
Grazer Strasse 19-25
8200 Gleisdorf
Per e-mail:
gabriele.hadler@binder-co.at, whereby the proxy must be attached to the email in written form, for example as a pdf.
Gleisdorf, March 2010
The Management Board
1. Presentation of the approved financial statements and the Group financial statements as at December 31, 2009, the Management Report and the Report of the Supervisory Board for the 2009 financial year.
2. Passing of a resolution concerning the distribution of the net profit for the 2009 financial year.
3. Passing of a resolution concerning the discharge of the Management Board for the 2009 financial year.
4. Passing of a resolution concerning the discharge of the Supervisory Board for the 2009 financial year.
5. Passing of a resolution concerning remuneration to the members of the Supervisory Board for the 2009 financial year.
6. Election of the Supervisory Board.
7. Selection of the company and Group auditors for the 2010 financial year.
8. Passing of a resolution concerning the adjustment of company articles to the new regulations contained in the Share Rights Amendment Act 2009 and changes to the articles in §§3, 10, 17, 19, 20, 21, 22 and 24.
9. A report by the Management Board concerning the number of own shares held, the reason, purpose and type of purchase, as well as sales of own shares, the pro rata amount of no par bearer shares in issued share capital and the total amount of issued share capital, the current value of the shares or the income from sales, as well as the employment of any gains.
10. Any other business.
Entitled to participate in this Annual General Meeting shall be all shareholders, who have surrendered their shares to an Austrian public notary, or at the main branch of a domestic bank by March 30, 2010 at the latest, and who leave them there until the conclusion of the ordinary Annual General Meeting. At the latest, the custodial bodies are obliged to submit confirmation of the deposits to the company one day after the expiry of the surrender deadline (Fax +43-3112-800-320).
Admission for the collection of voting cards will commence at 9.30 a.m.
The Binder+Co AG financial statements (Group and company) for the 2009 financial year, including the Management Report and the Group Management Report, the proposal for the distribution of profits, the report of the Supervisory Board for the 2009 financial year and the suggestions for resolutions relating to the individual items on the agenda will be available to the public for daily perusal, as from March 10, 2009, between 10.00 a.m. and 12 noon at the company, Grazer Strasse 19-25, A-8200 Gleisdorf and under www.binder-co.at
All shareholders with an entitlement to attend the Annual General Meeting have the right to select a proxy, who will participate in the Annual General Meeting in their name and will have the same rights as the shareholder being represented. The proxy must be allocated to a determined person (a natural or a legal personage) in written form. The proxy can be brought to the Annual General Meeting, or be sent to one of the named addresses in advance:
Per post:
Binder+Co AG
Grazer Strasse 19-25
8200 Gleisdorf
Per e-mail:
gabriele.hadler@binder-co.at, whereby the proxy must be attached to the email in written form, for example as a pdf.
Gleisdorf, March 2010
The Management Board
Member of the Management Board