Ordinary General Meeting
BÖHLER-UDDEHOLM Aktiengesellschaft
Vienna
Invitation
to the 17th Annual General Meeting
of the shareholders of our company
on Monday, 23 June 2008, at 10.00 am
and, if required, with a continuation on Tuesday, 24 June 2008, at 00.00 am
in the Vienna Stock Exchange (festival hall)
1010 Vienna, Wipplingerstrase 34
with the following
A g e n d a :
- Presentation of the approved annual financial statements as of 31 December 2007 together with the directors’ report by the Management Board and the report of the Supervisory Board on the 2007 financial year.
- Resolution on the use of retained earnings as presented in the annual financial statements as of 31 December 2007.
- Resolution on the release from liability of the members of the Management Board and Supervisory Board for the 2007 financial year.
- Resolution on the remuneration of the members of the Supervisory Board for the 2007 financial year.
- Presentation of the approved annual financial statements together with the directors’ report by the Management Board and the report of the Supervisory Board on the abbreviated financial year from 1 January to 31 March 2008 as well as the consolidated financial statements and consolidated directors’ report for the period from 1 January 2007 to 31 March 2008.
- Resolution on the use of retained earnings as presented in the annual financial statements as of 31 March 2008.
- Resolution on the release from liability of the members of the Management Board and Supervisory Board for the abbreviated financial year from 1 January to 31 March 2008.
- Resolution on the remuneration of the members of the Supervisory Board for the abbreviated financial year from 1 January to 31 March 2008.
- Election of the auditor for the annual and consolidated financial statements for the 2008/2009 financial year.
- Resolution on the squeeze out of shareholders in accordance with § 1 (1) of the Austrian Minority Shareholder Squeeze Out Act as well as a resolution on the transfer of all shares from shareholders of the company other than the core shareholder voestalpine AG to voestalpine AG in exchange for a reasonable cash settlement as defined in the Austrian Minority Shareholder Squeeze Out Act.
In accordance with § 21 of the articles of association, shareholders are permitted to attend the annual general meeting if they deposit their shares no later than Tuesday, 17 June 2008, with the company, with an Austrian notary public or with the main office of a domestic bank and leave these shares in deposit until the end of the annual general meeting. This deposit is also considered to be correct if shares are held in blocked deposit at another credit institution with the agreement of a depositary institution until the end of the annual general meeting. The depository institutions are required to provide the company with confirmation of deposit no later than one day after the end of the end of the deposit period. In accordance with § 83 (2) 1 of the Austrian Stock Exchange Act, it is also hereby announced that the company has issued 51,000,000 of bearer shares and that each share carries one vote. Every shareholder who has registered for the annual general meeting on a timely basis in accordance with the above rules is entitled to take part in the annual general meeting and exercise his/her shareholder rights as defined by law (above all the right to ask questions and the right to vote), either personally or through a proxy who has been provided with written authorization.
Vienna, May 2008 The Management Board
|
