Resolutions of the 11thAnnual General Meeting of Binder+Co
Re. Item 2 of the agenda
“Resolution concerning the distribution of the net profit for the 2009 financial year.”
Initially, the Management Board reported that on the day of the Annual General Meeting the company held 107,299 own shares, which bear no entitlement to receive dividends. Thus, the dividend was to be distributed on 3,642,701 shares.
Accordingly, it was agreed that the net profit reported for the 2009 financial year of EUR 3,124,666.36 (in words:
threemilliononehundredandtwentyfourthousandsixhundredandsixtysixeurosandthirtysixcents) be distributed as follows:
a) Payment of a base dividend of EUR 0.32 per share and a bonus dividend of EUR 0.28 per share, which for 3,642,701 shares gives a base dividend of EUR 1,165,664.32, a bonus dividend of EUR 1,019,956.28, and thus a total of EUR 2,185,620.60; and
b) The remaining amount of EUR 939,045.76 to be carried forward to new account.
The payment day for the dividend is April 12, 2010. April 9, 2010 is the ex-dividend day.
Re. Item 3 of the agenda
"Resolution concerning the granting of discharge of the members of the Management Board for the 2009 financial year.”
All members of the Management Board were granted a discharge for their activities during the 2009 financial year.
Re. Item 4 of the agenda
"Resolution concerning the granting of discharge to the members of the Supervisory Board for the 2009 financial year.”
All members of the Supervisory Board were granted a discharge for their activities during the 2009 financial year.
Re. Item 5 of the agenda
“Resolution concerning remuneration to the members of the Supervisory Board for the 2009 financial year.”
For services rendered during the 2009 financial year, the chairman of the Supervisory Board will receive remuneration of EUR 9,000, the deputy chairman EUR 7,500, and each other member, EUR 6,000.
Re. Item 6 of the agenda
„Election of the Supervisory Board.“
No motions were brought regarding this item and thus no resolutions were passed. The composition of the Supervisory Board remains unchanged.
Re. Item 7 of the agenda
"Selection of the company and Group auditors for the 2010 financial year.”
The Vienna-based unitreu Wirtschaftsprüfungs- und Steuerberatungs GmbH was selected as the auditing company for the 2010 annual and consolidated financial statements.
Re. Item 8 of the agenda
“Resolution concerning modifications of the articles of association to the new regulations of the 2009 Share Rights Amendment Act, change of the articles of association in §§3, 10, 17, 19, 20, 21, 22 and 24.”
The following paragraphs of the articles were amended and now read as follows:
§3 Publications
Company announcements will be made via its website and if required by law, in the “Gazette of the Wiener Zeitung”.
§10 Supervisory Board – General
(6) §87 Para. 9 Stock Corporations Act shall apply to the appointment of the first Supervisory Board. (The quotation §87 Para. 4 has thus been replaced by the quotation §87 Para. 9.)
§17 Supervisory Board – Committees
(1) The Supervisory Board may appoint one or more committees from its members and determine the related assignments and authorisations. The committees may possess standing status or be appointed for individual tasks. The right of decision can also be transferred to the committees. Should the related criteria be fulfilled, an audit committee shall be appointed pursuant to §92 Para. 4 Stock Corporations Act.
§19 Annual General Meeting – Convocation
(3) Shareholders, whose combined holdings add up to five per cent of the share capital, are entitled to make a written application for the convocation of an Annual General Meeting, subject to the presentation of an agenda and a proposal for a resolution concerning each item that it contains. This demand is to be justified. Similarly, these shareholders are entitled to require that items be announced for resolutions at an AGM, whereby in this case, they must provide a resolution proposal together with a reason for each of the requested agenda items. However, in both cases the applicants must have been shareholders for at least three months prior to their application and must retain the shares until a decision is made in this regard.
(4) Convocation shall take place in line with the legally approved content through an official
announcement in the “Gazette of the Wiener Zeitung”.
§20 Annual General Meeting – Sphere of Influence
(1) The Annual General Meeting shall take place yearly during the first eight months
of the financial year. It determines the distribution of the net profit, the discharge of the members of the Management and Supervisory Boards, the appointment of the auditors, and in the cases foreseen by law, the approval of the annual financial statements.
§21 Annual General Meeting – Participation
(1) The right to participate in the Annual General Meeting is determined by the possession of shares at the beginning of the AGM.
(2) The right to attend the AGM shall be limited to those shareholders, who until the end of the AGM deposit their shares at the company, a public notary in Austria, the main branch of a domestic bank, or during the standard business hours of other national or international banks determined in the convocation to the AGM.
(3) At the latest, deposits shall be made on the seventh day prior to the Annual General Meeting. For the deposit, at least fourteen days from the date of the convocation must be available to shareholders.
(4) Correct deposition is also deemed to have taken place when, with the approval of the depository, the shares are frozen by other banks until the end of the AGM.
(5) At the latest, an attestation by the depositary concerning the deposition shall be received by the company in original form or as an authenticated copy one working day after the expiry of the deposition deadline.
(6) Should interim certificates be issued, the shareholders registered in the stock ledger at the end of the tenth day prior to the date of the Annual General Meeting (evidence date) are also entitled to participate even without deposition, if they register at the address stated in the convocation not later than three working days prior to the AGM.
(7) Should bearer shares be stored in depots, the entitlement to participate in the Annual General Meeting shall depend upon the shareholding on the evidence date. Pursuant to §10a of the Stock Corporations Act, written depot confirmation shall constitute sufficient proof of the shareholding on the evidence date. Unless a later date has been established in the convocation, at the latest this confirmation must be received by the company at the address stated in the convocation on the third day prior to the AGM.
(8) The exercise of voting rights by proxies shall only be possible with a written authorisation, which shall be kept by the company. Should a shareholder with bearer shares kept at a depot grant power of attorney to the bank administering the depot, it shall be sufficient when in addition to a depot confirmation, the shareholder provides a declaration that proxy has been granted.
§22 Annual General Meeting – Resolutions, Notarization
(1) The Annual General Meeting shall be chaired by the Supervisory Board chairperson or one of his/her deputies. Should these not be present, the notary public certifying the Annual General Meeting shall administer the meeting for the election of a chairperson .
(2) The chairperson shall conduct the proceedings and decide on the form of voting. The announced agenda shall be decisive with regard to the sequence of the items handled. The chairperson shall be entitled to proceed and allow votes in a deviation from this rule.
§24 Financial Year, Financial Statements, Reporting
(2) The Management Board shall produce a balance sheet and an income statement complete with notes and management report on an annual basis. If necessary, consolidated financial statements and a group management report may also be required. Should the financial statements show a net profit, these documents are to be presented to the Supervisory Board together with a proposal for the distribution of profits.
(3) The Supervisory Board shall examine these documents together with any proposal for the distribution of profits within two months of receipt. It shall then provide a declaration to the Management Board and a report to the Annual General Meeting.
(5) The Annual General Meeting shall determine the distribution of profits on an annual basis.
(6) A dividend approved by the Annual General Meeting for distribution shall be due for payment ten days after the passing of a resolution by the Annual General Meeting, unless that should decide otherwise.
“Resolution concerning the distribution of the net profit for the 2009 financial year.”
Initially, the Management Board reported that on the day of the Annual General Meeting the company held 107,299 own shares, which bear no entitlement to receive dividends. Thus, the dividend was to be distributed on 3,642,701 shares.
Accordingly, it was agreed that the net profit reported for the 2009 financial year of EUR 3,124,666.36 (in words:
threemilliononehundredandtwentyfourthousandsixhundredandsixtysixeurosandthirtysixcents) be distributed as follows:
a) Payment of a base dividend of EUR 0.32 per share and a bonus dividend of EUR 0.28 per share, which for 3,642,701 shares gives a base dividend of EUR 1,165,664.32, a bonus dividend of EUR 1,019,956.28, and thus a total of EUR 2,185,620.60; and
b) The remaining amount of EUR 939,045.76 to be carried forward to new account.
The payment day for the dividend is April 12, 2010. April 9, 2010 is the ex-dividend day.
Re. Item 3 of the agenda
"Resolution concerning the granting of discharge of the members of the Management Board for the 2009 financial year.”
All members of the Management Board were granted a discharge for their activities during the 2009 financial year.
Re. Item 4 of the agenda
"Resolution concerning the granting of discharge to the members of the Supervisory Board for the 2009 financial year.”
All members of the Supervisory Board were granted a discharge for their activities during the 2009 financial year.
Re. Item 5 of the agenda
“Resolution concerning remuneration to the members of the Supervisory Board for the 2009 financial year.”
For services rendered during the 2009 financial year, the chairman of the Supervisory Board will receive remuneration of EUR 9,000, the deputy chairman EUR 7,500, and each other member, EUR 6,000.
Re. Item 6 of the agenda
„Election of the Supervisory Board.“
No motions were brought regarding this item and thus no resolutions were passed. The composition of the Supervisory Board remains unchanged.
Re. Item 7 of the agenda
"Selection of the company and Group auditors for the 2010 financial year.”
The Vienna-based unitreu Wirtschaftsprüfungs- und Steuerberatungs GmbH was selected as the auditing company for the 2010 annual and consolidated financial statements.
Re. Item 8 of the agenda
“Resolution concerning modifications of the articles of association to the new regulations of the 2009 Share Rights Amendment Act, change of the articles of association in §§3, 10, 17, 19, 20, 21, 22 and 24.”
The following paragraphs of the articles were amended and now read as follows:
§3 Publications
Company announcements will be made via its website and if required by law, in the “Gazette of the Wiener Zeitung”.
§10 Supervisory Board – General
(6) §87 Para. 9 Stock Corporations Act shall apply to the appointment of the first Supervisory Board. (The quotation §87 Para. 4 has thus been replaced by the quotation §87 Para. 9.)
§17 Supervisory Board – Committees
(1) The Supervisory Board may appoint one or more committees from its members and determine the related assignments and authorisations. The committees may possess standing status or be appointed for individual tasks. The right of decision can also be transferred to the committees. Should the related criteria be fulfilled, an audit committee shall be appointed pursuant to §92 Para. 4 Stock Corporations Act.
§19 Annual General Meeting – Convocation
(3) Shareholders, whose combined holdings add up to five per cent of the share capital, are entitled to make a written application for the convocation of an Annual General Meeting, subject to the presentation of an agenda and a proposal for a resolution concerning each item that it contains. This demand is to be justified. Similarly, these shareholders are entitled to require that items be announced for resolutions at an AGM, whereby in this case, they must provide a resolution proposal together with a reason for each of the requested agenda items. However, in both cases the applicants must have been shareholders for at least three months prior to their application and must retain the shares until a decision is made in this regard.
(4) Convocation shall take place in line with the legally approved content through an official
announcement in the “Gazette of the Wiener Zeitung”.
§20 Annual General Meeting – Sphere of Influence
(1) The Annual General Meeting shall take place yearly during the first eight months
of the financial year. It determines the distribution of the net profit, the discharge of the members of the Management and Supervisory Boards, the appointment of the auditors, and in the cases foreseen by law, the approval of the annual financial statements.
§21 Annual General Meeting – Participation
(1) The right to participate in the Annual General Meeting is determined by the possession of shares at the beginning of the AGM.
(2) The right to attend the AGM shall be limited to those shareholders, who until the end of the AGM deposit their shares at the company, a public notary in Austria, the main branch of a domestic bank, or during the standard business hours of other national or international banks determined in the convocation to the AGM.
(3) At the latest, deposits shall be made on the seventh day prior to the Annual General Meeting. For the deposit, at least fourteen days from the date of the convocation must be available to shareholders.
(4) Correct deposition is also deemed to have taken place when, with the approval of the depository, the shares are frozen by other banks until the end of the AGM.
(5) At the latest, an attestation by the depositary concerning the deposition shall be received by the company in original form or as an authenticated copy one working day after the expiry of the deposition deadline.
(6) Should interim certificates be issued, the shareholders registered in the stock ledger at the end of the tenth day prior to the date of the Annual General Meeting (evidence date) are also entitled to participate even without deposition, if they register at the address stated in the convocation not later than three working days prior to the AGM.
(7) Should bearer shares be stored in depots, the entitlement to participate in the Annual General Meeting shall depend upon the shareholding on the evidence date. Pursuant to §10a of the Stock Corporations Act, written depot confirmation shall constitute sufficient proof of the shareholding on the evidence date. Unless a later date has been established in the convocation, at the latest this confirmation must be received by the company at the address stated in the convocation on the third day prior to the AGM.
(8) The exercise of voting rights by proxies shall only be possible with a written authorisation, which shall be kept by the company. Should a shareholder with bearer shares kept at a depot grant power of attorney to the bank administering the depot, it shall be sufficient when in addition to a depot confirmation, the shareholder provides a declaration that proxy has been granted.
§22 Annual General Meeting – Resolutions, Notarization
(1) The Annual General Meeting shall be chaired by the Supervisory Board chairperson or one of his/her deputies. Should these not be present, the notary public certifying the Annual General Meeting shall administer the meeting for the election of a chairperson .
(2) The chairperson shall conduct the proceedings and decide on the form of voting. The announced agenda shall be decisive with regard to the sequence of the items handled. The chairperson shall be entitled to proceed and allow votes in a deviation from this rule.
§24 Financial Year, Financial Statements, Reporting
(2) The Management Board shall produce a balance sheet and an income statement complete with notes and management report on an annual basis. If necessary, consolidated financial statements and a group management report may also be required. Should the financial statements show a net profit, these documents are to be presented to the Supervisory Board together with a proposal for the distribution of profits.
(3) The Supervisory Board shall examine these documents together with any proposal for the distribution of profits within two months of receipt. It shall then provide a declaration to the Management Board and a report to the Annual General Meeting.
(5) The Annual General Meeting shall determine the distribution of profits on an annual basis.
(6) A dividend approved by the Annual General Meeting for distribution shall be due for payment ten days after the passing of a resolution by the Annual General Meeting, unless that should decide otherwise.
Member of the Management Board