Release of 29.05.2013
Vienna, May 29, 2013
Resolutions and voting results of the Annual General Meeting, which took place on May 29, 2013, at 10:00 a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Vogelweidplatz 14.
The share capital of the company amounts to EUR 966,183,000 and is divided into 443 million bearer shares without par value.
Agenda Item 1: Presentation of the adopted financial statements and the management report as well as the consolidated financial statements including the consolidated management report and the corporate governance report, the proposal for utilisation of the net profit and the Supervisory Board report on the fiscal year 2012.
No resolution required.
Agenda Item 2: Resolution on the utilization of the net profit shown in the financial statements for the fiscal year 2012.
The following resolution was passed:
“Distribution of a dividend of EUR 0.05 per eligible no par value share. The rest and the amount that is allotted to non-eligible treasury shares will be carried forward onto new account.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 320,937,873
Proportion of the share capital represented by these votes: 72.45%
Pro: 320,907,042
Contra: 30,831
Abstentions: 3,996
Agenda Item 3: Resolution on the discharge of the members of the Management Board for the fiscal year 2012.
The following resolution was passed:
“The members of the Management Board are granted discharge for the fiscal year 2012.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 319,450,439
Proportion of the share capital represented by these votes: 72.11%
Pro: 277,870,307
Contra: 41,580,132
Abstentions: 1,491,500
Agenda Item 4: Resolution on the discharge of the members of the Supervisory Board for the fiscal year 2012.
The following resolutions were passed:
“Mr Ronny Pecik as a member of the Supervisory Board is granted discharge for the fiscal year 2012.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 320,929,262
Proportion of the share capital represented by these votes: 72.44%
Pro: 316,294,910
Contra: 4,634,352
Abstentions: 7,567
“The remaining members of the Supervisory Board are granted discharge for the fiscal year 2012.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 320,925,005
Proportion of the share capital represented by these votes: 72.44%
Pro: 316,333,386
Contra: 4,591,619
Abstentions: 11,824
Agenda Item 5: Resolution on the compensation for the members of the Supervisory Board for the fiscal year 2012.
The following resolution was passed:
“The remuneration for elected members of the Supervisory Board for the fiscal year 2012 is determined as follows:
-\tfor the chairman EUR 30,000
-\tfor each of the deputy chairmen EUR 22,500
-\tfor every further member of the Supervisory Board EUR 15,000
-\tthe attendance fee for each member of the Supervisory Board per meeting shall amount to EUR 300 until further notice.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 315,651,436
Proportion of the share capital represented by these votes: 71.25%
Pro: 315,642,646
Contra: 8,790
Abstentions: 4,166
Agenda Item 6: Election of the auditors of the financial statements and of the consolidated financial statements for the fiscal year 2013.
The following resolution was passed:
“Deloitte Audit Wirtschaftsprüfungs GmbH, Vienna, is elected as company auditor and group auditor for the fiscal year 2013.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 320,897,830
Proportion of the share capital represented by these votes: 72.44%
Pro: 320,841,348
Contra: 56,482
Abstentions: 28,996
Agenda Item 7: Election to the Supervisory Board.
The following resolutions were passed:
“Mr
Mag. Dr. Alfred Brogyányi, born 13.07.1948, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,381
Proportion of the share capital represented by these votes: 48.76%
Pro: 210,502,062
Contra: 5,515,319
Abstentions: 104,879,870
“Ms
Dr. Elisabetta Castiglioni, born 01.10.1964, is elected as a member of the Supervisory Board. She is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,016,235
Proportion of the share capital represented by these votes: 48.76%
Pro: 210,498,336
Contra: 5,517,899
Abstentions: 104,881,280
“Ms
Dr. Henrietta Egerth-Stadlhuber, born 16.02.1971, is elected as a member of the Supervisory Board. She is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,645
Proportion of the share capital represented by these votes: 48.76%
Pro: 210,297,276
Contra: 5,720,369
Abstentions: 104,879,870
“Mr
Univ.-Prof. Dr. Michael Enzinger, born 20.10.1959, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,245
Proportion of the share capital represented by these votes: 48.76%
Pro: 210,371,335
Contra: 5,645,910
Abstentions: 104,880,270
“Mr
Oscar Von Hauske Solís, born 01.09.1957, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 320,891,176
Proportion of the share capital represented by these votes: 72.44%
Pro: 309,999,005
Contra: 10,892,171
Abstentions: 6,339
“Mr
MMag. Peter J. Oswald, born 29.10.1962, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,245
Proportion of the share capital represented by these votes: 48.76%
Pro: 210,401,240
Contra: 5,616,005
Abstentions: 104,880,270
“Mr
Ronny Pecik, born 04.03.1962, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,535
Proportion of the share capital represented by these votes: 48.76%
Pro: 208,805,873
Contra: 7,211,662
Abstentions: 104,879,980
“Mr
Mag. Dr. Wolfgang Ruttenstorfer, born 15.10.1950, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,645
Proportion of the share capital represented by these votes: 48.76%
Pro: 207,226,432
Contra: 8,791,213
Abstentions: 104,879,870
“Mr
Dipl. Ing. Harald Stöber, born 25.06.1952, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,645
Proportion of the share capital represented by these votes: 48.76%
Pro: 210,527,758
Contra: 5,489,887
Abstentions: 104,879,870
“Mr
Ing. Rudolf Kemler, born 09.05.1956, is elected as a member of the Supervisory Board. He is elected until the end of the Annual General Meeting resolving upon the discharge of the Supervisory Board for the fiscal year 2017.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 216,017,645
Proportion of the share capital represented by these votes: 48.76%
Pro: 203,416,229
Contra: 12,601,416
Abstentions: 104,879,870
Agenda Item 8: Management report on share buy-back effected, number of treasury shares held and use of treasury shares.
No resolution required.
Agenda Item 9: Resolution on the prolongation of Authorisation of the Management Board to buy-back shares and the Authorisation of Use in this regard, as well as with entitlement to exclude the general purchase opportunity.
The following resolution was passed:
“The authorisation resolved by the Annual General Meeting on 23 May 2012 as item 9 of the agenda with regard to share buyback and use treasury shares is hereby revoked.
The Management Board is authorised according to Para 65 Sec 1 No. 8 of the Stock Corporation Act to buy back treasury registered or bearer shares in an amount of up to 5 % of the share capital during a period of 18 months following the day of this resolution for a minimum price of EUR 5 and a maximum price of EUR 15 per share.
Furthermore the Management Board is authorised to
a)\tissue treasury shares to, be it with or without consideration to employees, managers and members of the Management Board/management of the company and its affiliated companies, and/or to use treasury shares to serve Performance Share Programs granted to such persons;
b)\tuse treasury shares – also abroad – as consideration for the acquisition of enterprises, businesses or parts thereof, or shares of one or more companies;
c)\tsell treasury shares in accordance with Para 65 Sec 1b of the Stock Corporation Act (i) any time via the stock exchange or by public offer; (ii) for a period of 5 years from the day of this resolution in any way permitted by law, also other than via the stock exchange, whereby the Management Board is entitled to exclude the general purchase opportunity.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 317,069,451
Proportion of the share capital represented by these votes: 71.57%
Pro: 316,628,624
Contra: 440,827
Abstentions: 3,813,661
Agenda Item 10: Resolution on the amendment of the Articles of Association for adaptation according to the Company Law Amendment Act 2011 (Gesellschaftsrechts-Änderungsgesetz 2011).
The following resolution was passed:
“The Articles of Assocation shall be amended in Para 4 and 16 as follows, to adapt them to the Company Law Amendment Act 2011 (Gesellschaftsrechts-Änderungsgesetz 2011):
§ 4: In the second sentence in Sec (3) the word “scrips” and the comma shall be deleted. § 4 Sec (3) shall therefore read as follows:(3)\tThe form and content of the share certificates and the profit sharing and renewal certificates are determined by the Management Board. The same applies to debenture bonds, interest warrants and warrants. Any entitlement of a shareholder to the issue of certificates for his or her share shall be excluded.
§ 16: In Sec (2) the words “, for scrips and” shall be deleted and the words “and for” shall be inserted. § 16 Sec (1) shall therefore be read as follows:(1)\tThe entitlement to participate in the General Meeting and to exercise those shareholder rights, which are to be exercised in the General Meeting, depends for bearer shares on the share ownership and for registered shares on the entry in the register of shareholders, in each case at the end of the tenth day before the day of the General Meeting (record date).
§ 16: Sec (3) shall be deleted entirely. The existing Sec (4), (5), (6) and (7) shall be renumbered as Sec (3), (4), (5) and (6). In the renumbered Sec (3) the words “scrips or” shall be deleted. § 16 Sec (3) shall therefore be read as follows:(3)\tIf registered shares have been issued, the shareholders entered in the share register on the record date are entitled to participate in the General Meeting, provided that they register at the address referred to in the convocation by the third business days prior to the General Meeting, unless the convocation states a later date.”
Number of shares for which valid votes were cast as well as total number of valid votes cast: 320,879,070
Proportion of the share capital represented by these votes: 72.43%
Pro: 320,879,070
Contra: 0
Abstentions: 3,996
For further information on the Annual General Meeting please go to
www.telekomaustria.com/agmAnnual General Meeting certified as „Green Meeting”For the first time, Telekom Austria Group´s Annual General Meeting has been certified by the Austrian Ecolabel as “Green Meeting” due to concerted activities, helping to conserve environment and resources. This consequently led to more energy efficiency, waste prevention and less waste of resources. The catering for the shareholders, for example, consisted of seasonal and regional food only; the used guidance system can be applied at any other events.
About Telekom Austria GroupTelekom Austria Group, listed on the Vienna Stock Exchange since November 2000, is the leading communications provider in Central and Eastern Europe with more than 24 million customers across its markets of operations. The Group is currently operating in eight countries: Austria (A1), Slovenia (Si.mobil), Croatia (Vipnet), the Republic of Serbia (Vip mobile) and the Republic of Macedonia (Vip operator), Bulgaria (Mobiltel), Belarus (velcom) and Liechtenstein (mobilkom liechtenstein). The total market of the eight countries covers approximately 41 million inhabitants. The Group has roughly 16,500 employees as of March 31, 2013, Group revenues were EUR 4.33 billion as of year-end 2012. Telekom Austria Group’s portfolio encompasses products and services of voice telephony, broadband Internet, multimedia services, data and IT solutions, wholesale as well as m-payment solutions. For further information please go to
http://www.telekomaustria.com or follow us on Twitter
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