Conditions for Participation and Proxies for MEDION Shareholders at the Annual Shareholders’ Meeting 2011
In accordance with § 13 of the Articles of Incorporation, shareholders are entitled to attend the Annual Shareholders' Meeting and exercise their voting rights if they have registered in text form (Textform as defined in section 126b German Civil Code, BGB) in German or English by no later than the end of the seventh day before the date of the Annual Shareholders' Meeting (May 11, 2011, 24:00 o’clock CEST). In addition, shareholders must provide proof of their entitlement to attend the Annual Shareholders’ Meeting and exercise their voting rights. The foregoing must be accomplished by the end of the seventh day before the date of the Annual Shareholders' Meeting (May 11, 2011, 24:00 o’clock CEST) by submission in text form (Textform as defined in section 126b BGB) in German or English of proof of the shareholding as provided by the depository bank. The proof must relate to the beginning of the 21st day before the Annual Shareholders' Meeting (April 27, 2011, 00:00 o’clock CEST) ("record date"), and must be submitted to the registration office at
c/o Deutsche Bank AG
Postfach 20 01 07
60605 Frankfurt am Main
Only those persons who have submitted this proof will be considered as shareholders of the Company for participation in the Annual Shareholders' Meeting and the exercise of voting rights. Entitlement to participate in the Annual Shareholders' Meeting and the extent of voting rights are based upon the shareholder's shareholdings on the record date. The record date does not signify any blocking of the power of disposal over the shares; in particular, shares can be purchased and sold regardless of the record date. Even in the event of complete or partial sale of shares after the record date, the shareholdings of the shareholder on the record date is determinative for the shareholder’s participation and extent of voting rights, i.e. sales of shares after the record date have no effect on the entitlement to participate and the extent of the shareholder's voting rights. This applies mutatis mutandis for purchases of shares after the record date. Persons who do not yet hold shares on the record date and become shareholders only after that date are not entitled to participate and vote in the Annual Shareholders' Meeting on May 18, 2011 unless they have been given power of attorney or authority to exercise legal rights.
Voting by proxy
Shareholders who do not wish to attend the Annual Shareholders' Meeting in person may have their voting rights exercised by a proxy, such as the depository bank, a shareholders' association, or another person of their choice. In the event that a shareholder authorizes more than one person, the Company may reject one or more of these persons. Even if a proxy is appointed, registration and proof of shareholding must be submitted by the deadline in accordance with the aforementioned conditions.
The issuance of the power of attorney, its revocation, and proof of the authorization to the Company must be presented in text form if neither a bank, a shareholders' association, nor an equivalent person pursuant to section 135 (8) and (10) AktG is authorized. Shareholders wishing to be represented by a proxy voting on their behalf should use the power of attorney form on the reverse of the admission ticket, which is sent to shareholders after they have completed the aforementioned registration procedure in a correct and timely manner. A power of attorney form can also be downloaded at http://www.medion.com/agm. The use of the power of attorney form is not mandatory. Shareholders may also submit a separate power of attorney in text form. The Company also allows shareholders to submit proof of a proxy appointment electronically via email to HV2011@medion.com.
The appointment of banks, institutions or companies equivalent to banks pursuant to section 135 (10), section 125 (5) AktG, shareholders' associations, or persons for whom the regulations of section 135 (1) through (7) AktG apply according to section 135 (8) AktG, generally involves special circumstances, which must be discussed with the respective authorized party. By law, power of attorney in such cases must be issued to a specific authorized person, and proof of such authorization must be held by this authorized person. The power of attorney declaration must also be complete and may contain only declarations related to the exercise of voting rights.
As a special service, we offer our shareholders the option to appoint in advance of the Annual Shareholders' Meeting a proxy who is provided by the Company and bound by instructions. Shareholders who would like to issue a power of attorney to the proxy provided by the Company can use the form for power of attorney and instruction of the proxy that is provided on the admission ticket for the Annual Shareholders’ Meeting, which they can request from the depository bank. To ensure they receive their admission ticket in time, they should request it from the depository bank at their earliest possible convenience. Shareholders can use the admission ticket to issue power of attorney and instructions to the proxy. This form must be filled out completely and sent as early as possible, although no later than May 17, 2011, 24:00 o’clock CEST (deadline based upon receipt by the Company), in text form to the following address: MEDION AG, Investor Relations, Am Zehnthof 77, 45307 Essen, Germany, or fax: +49-201-8383-6510, email address HV2011@medion.com. Shareholders may still issue power of attorney to the proxy provided by the Company, revoke such authorizations, submit proof of authorization, and issue instructions to the proxy provided by the Company by email even after this date and during the Annual Shareholders' Meeting. The Company provides the email address HV2011@medion.com for transmitting powers of attorney and instructions, revocation of authorization, and proof of authorization of the proxy provided by the Company.
Related information is also available to shareholders on the Internet at http://www.medion.com/agm. If the proxy provided by the Company is appointed, then this proxy must be instructed on how to exercise the voting right. The proxy is required to vote in accordance with the instructions. In the absence of explicit and clear instructions, the proxy will refrain from voting on a particular item.
Please do no hesitate to contact us if you have any further questions:
Phone: +49 (0)201-8383-6500