Resolutions of the 12th Annual General Meeting of Binder+Co AG
Re. Item 2 of the agenda: “Resolution concerning the distribution of the net profit for the 2010 financial year”
Re. Item 3 of the agenda: “Resolution concerning the granting of discharge to the members of the Management Board for the 2010 financial year”
Re. Item 4 of the agenda: “Resolution concerning the granting of discharge to the members of the Supervisory Board for the 2010 financial year”
Re. Item 5 of the agenda:“Resolution concerning remuneration to the members of the Supervisory Board for the 2010 financial year”
Re. Item 6 of the agenda: “Election to the Supervisory Board”
Re. Item 7 of the agenda: ”Selection of the company and Group auditors for the 2011 financial year”
Re. Item 8 of the agenda: “Resolution concerning modifications to the articles of association in §4, Para. 4 (approved capital)”
Re. Item 10 of the agenda: ”Resolution concerning the rescinding of the resolution of the Annual General Meeting from March 25, 2009, authorizing the Management Board to purchase (buy-back) own shares and a simultaneous resolution concerning a mandate for the purchase (buy-back) of own shares in accordance with §65 Para.1 (4) of the Austrian Stock Corporation Act for the purpose of issue to the workforce, executive management and members of the Management Board for a period of 30 months following the passing of this resolution, i.e. until September 30, 2013, as well as a resolution concerning the lowest and the highest equivalent price of the shares to be purchased.”
The net profit reported for the 2010 financial year of EUR 3,664,567.93 is to be distributed as follows:
On the date of the Annual General Meeting, the company held 109,113 of its own shares on which no dividend will be paid.
| a. |
Payment of a dividend of EUR 1.00 (one euro) per share, which represents a total of EUR 3,640,887; and |
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| b. |
Carry forward of the remaining amount of EUR 3,680.93 to new account. |
On the date of the Annual General Meeting, the company held 109,113 of its own shares on which no dividend will be paid.
Re. Item 3 of the agenda: “Resolution concerning the granting of discharge to the members of the Management Board for the 2010 financial year”
All members of the Management Board are granted a discharge for the 2010 financial year.
Re. Item 4 of the agenda: “Resolution concerning the granting of discharge to the members of the Supervisory Board for the 2010 financial year”
All members of the Supervisory Board are granted a discharge for the 2010 financial year.
Re. Item 5 of the agenda:“Resolution concerning remuneration to the members of the Supervisory Board for the 2010 financial year”
For services rendered during the 2010 financial year, the chairman of the Supervisory Board is to 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 to the Supervisory Board”
The number of Supervisory Board members is increased from four to six. Erhard Schaschl and Alexander Liaunig are elected as additional members of the Supervisory Board for the period up to the Annual General Meeting that grants a discharge for the 2012 financial year.
Re. Item 7 of the agenda: ”Selection of the company and Group auditors for the 2011 financial year”
The Vienna-based Grant Thornton Unitreu Wirtschaftsprüfungs- und Steuerberatungs GmbH is selected as the auditing company for the 2011 annual and consolidated financial statements.
Re. Item 8 of the agenda: “Resolution concerning modifications to the articles of association in §4, Para. 4 (approved capital)”
§4, Para. 4 of the articles is to be amended to read as follows:
§ 4
Share capital and shares
Share capital and shares
| (4) | |
Following the entry of the change in the articles, with the consent of
the Supervisory Board, the Management Board shall be empowered to raise
the pro rata amount of company share capital not related to individual
bearer shares to a maximum nominal amount of EUR 1,875,000
(onemillioneighthundredandseventy fivethousandeuros) for a period of five years from the date of entry of the change in the articles and if apposite in several tranches, through the issue of up to 1,875,000 (onemillioneighthundredandseventyfivethousand) no-par value bearer shares with voting rights in exchange for cash and/or payments in kind, and to establish the issue price and conditions with the approval of the Supervisory Board (approved capital). With the consent of the Supervisory Board, the Management Board shall also be empowered to exclude the right of subscription. The new shares shall carry a dividend entitlement from the beginning of their year of issue. The Supervisory Board shall be empowered to agree changes to the articles resulting from the issue of the new shares from the approved capital. |
Re. Item 10 of the agenda: ”Resolution concerning the rescinding of the resolution of the Annual General Meeting from March 25, 2009, authorizing the Management Board to purchase (buy-back) own shares and a simultaneous resolution concerning a mandate for the purchase (buy-back) of own shares in accordance with §65 Para.1 (4) of the Austrian Stock Corporation Act for the purpose of issue to the workforce, executive management and members of the Management Board for a period of 30 months following the passing of this resolution, i.e. until September 30, 2013, as well as a resolution concerning the lowest and the highest equivalent price of the shares to be purchased.”
The resolution of the Annual General Meeting from March 25, 2009, authorizing the Management Board to purchase (buy-back) own shares is rescinded. The Management Board is empowered to purchase (buy-back) of own shares in accordance with §65 Para.1 (4) of the Austrian Stock Corporation Act for the purpose of issue to the workforce, executive management and members of the Management Board for a period of 30 months following the passing of this resolution, i.e. until September 30, 2013. EUR 1 is established as the lowest equivalent value of the shares to be purchased and EUR 100 as the highest.
Member of the Management Board