Invitation



to the Ordinary Annual General Meeting of Binder+Co AG Shareholders to be held at 10 a.m. on March 25, 2009 in the Börsensälen Wien, Wipplingerstrasse 34, A-1010 Vienna with the following agenda:
 
1. Presentation of the approved financial statements as at December 31, 2008, the Management Report and the Report of the Supervisory Board for the 2008 financial year.

2. Passing of a resolution concerning the distribution of the net profit for the 2008
financial year.

3. Passing of a resolution concerning the discharge of the Management Board for the 2008 financial year.

4. Passing of a resolution concerning the discharge of the Supervisory Board for the 2008 financial year.

5. Passing of a resolution concerning remuneration to the members of the Supervisory Board for the 2008 financial year.

6. Election of the Supervisory Board.

7. Selection of the company and Group auditors for the 2009 financial year.

8. 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.   

9. Passing of a resolution concerning the introduction of a stock option programme for the Management Board.

10. Passing of a resolution concerning the rescinding of the resolution from March 26, 2008, authorising the Management Board to purchase (buy back) own shares and the simultaneous passing of another resolution empowering the Management Board to purchase (buy back) own shares pursuant to § 65 (1), 4 of the Austrian Corporations Act for the purpose of issue to the company’s workforce, executive managers and Board of Management, as well as the authorisation to purchase (buy back) own shares pursuant to § 65 (1), 8 of the Austrian Corporations Act for a period of 30 months from the passing of the resolution and hence until September 25, 2011, and the passing of a resolution concerning the lowest and the highest market value of the shares to be purchased.

11. Any other business.


Entitled to participate in this Annual General Meeting shall be all shareholders that have surrendered their shares to an Austrian public notary, or at the main branch of a domestic bank by March 20, 2009 at the latest, and that 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 (consolidated and company) for the 2008 financial year, including the Management Report, will be available to the public for daily perusal, as from March 4, 2009, between 10.00 a.m. and 12 noon at the company, Grazer Strasse 19-25, A-8200 Gleisdorf.

Gleisdorf, March 2009
The Management Board

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