Conditions for Participation and Proxies for MEDION Shareholders at the Annual Shareholders’ Meeting 2012
In accordance with § 13 of the Articles of Incorporation, shareholders are entitled to attend the Annual Shareholders' Meeting and exercise their voting right 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 day of the Annual Shareholders' Meeting (August 24, 2012, midnight CEST). In addition, shareholders must provide proof of their entitlement to attend the Annual Shareholders Meeting and exercise their voting right. The foregoing must be accomplished by the end of the seventh day before the day of the Annual Shareholders' Meeting (August 24, 2012, midnight CEST) by submission to the registration office in text form (Textform as defined in section 126b BGB) in German or English of proof provided by the depositary bank about the shareholding as at the start of the 21st day before the Annual Shareholders' Meeting (August 10, 2012, 0:00 CEST) ('shareholding reference date'):
c/o Deutsche Bank AG
Postfach 20 01 07
60605 Frankfurt am Main
Fax: +49 (0)69 12012 86045
In the relationship with the Company, the only criterion for participation in the Annual Shareholders' Meeting and the exercise of voting rights by a shareholder is whether or not the shareholder has provided the proof of shareholding. A shareholder's entitlement to participate in the Annual Shareholders' Meeting and the extent of the shareholder's voting rights are determined by the number of shares held by the shareholder on the shareholding reference date. The shareholding reference date does not constitute any restriction on the use of the shares; in particular, the shares can be bought or sold regardless of the shareholding reference date. Even if all or some of the shares are sold after the shareholding reference date, the sole determining factor for participation in the meeting and the extent of voting rights remains the number of shares held by the shareholder on the shareholding reference date; in other words, the disposal of shares after the shareholding reference date does not affect the entitlement of the shareholder to attend the meeting, nor does it impact the shareholder's voting rights. Corresponding terms apply for the purchase of shares after the shareholding reference date. A person who does not hold any shares on the shareholding reference date and only becomes a shareholder after this date does not have any entitlement to attend or vote at the Annual Shareholders' Meeting on August 31, 2012 unless he/she has been duly authorized to act as a proxy or has been given authority to exercise a right.
Voting by proxy
Shareholders who do not wish to attend the Annual Shareholders' Meeting in person may appoint a proxy, such as the depositary bank, a shareholders' association, or another person of their choice, to vote on their behalf. If a shareholder appoints more than one person as a proxy, 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 specified date in accordance with the abovementioned provisions.
If the proxy is not a bank, shareholders' association, or equivalent entity as specified in section 135 (8) and section 135 (10) AktG, the appointment, withdrawal, and documentary proof of proxy to be submitted to the Company must be in text form as defined in section 126b BGB. Shareholders wishing to be represented by a proxy attending and voting on their behalf should use the power of attorney form on the reverse of the ticket, which is sent to shareholders after they have properly completed the registration procedure described above by the specified date. A power of attorney form can also be downloaded at www.medion.com/agm. It is not mandatory to use the power of attorney form. Shareholders can also issue a separate power of attorney in text form (as defined in section 126b BGB). As another option for the submission of proof of the appointment of a proxy, shareholders can submit the proof by email to HV2012@medion.com.
If the appointed proxy is a bank, an institution equivalent to a bank as specified in section 135 (10) and section 125 (5) AktG, shareholders' association, or entity or person to whom the provisions of section 135 (1) to (7) AktG apply mutatis mutandis in accordance with section 135 (8) AktG, such arrangements are normally subject to special requirements, details of which must be obtained from the proposed proxy concerned. Under the law, the authorization must be issued to a specific appointed proxy and verifiably retained by the proxy concerned. The proxy declaration must also be complete and must only include statements related to the exercise of voting rights.
As a special service, we offer our shareholders the option of appointing a proxy provided by the Company in advance of the Annual Shareholders' Meeting, such proxy to be bound by instructions from the shareholder concerned. Shareholders wishing to appoint the proxy provided by the Company should use the form for power of attorney and voting instructions on the ticket for the Annual Shareholders' Meeting, which they can request from the depositary bank. To ensure they receive their admission ticket in time, they should request it from the depositary bank at the earliest possible convenience. Shareholders can use the admission ticket to appoint and instruct the proxy. This form should be completed in full and sent in text form (as defined in section 126b BGB) to the following address as early as possible, but to arrive at the Company no later than midnight CEST on August 30, 2012: MEDION AG, Investor Relations, Am Zehnthof 77, 45307 Essen, Germany, fax: +49 (0)201 8383 6510, email: HV2012@medion.com. The proxy provided by the Company can still be appointed or withdrawn, proof of proxy can still be submitted, and instructions can still be issued to the appointed proxy provided by the Company even after this date by email and during the Annual Shareholders' Meeting itself. The special Company email address HV2012@medion.com should be used for the appointment of proxy, the issue of instructions, the cancellation of proxy, and the submission of proof of the appointment of the proxy provided by the Company.
Related information is available to shareholders on the internet at www.medion.com/agm. If shareholders appoint the proxy provided by the Company, they must instruct the proxy on how to exercise their voting right. The proxy is required to vote in accordance with the instructions. If no specific, clear instruction is given, the proxy will abstain in the voting on the item concerned.
Please do not hesitate to contact us if you have any further questions:
Phone: +49 (0)201 8383 6500
We wish you a safe trip to our Annual Shareholders' Meeting. Please kindly regard the road blocking of the A40 within the area of Essen on the day of the Annual Shareholders' Meeting.