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ams AG / Convocation of Annual General Meeting

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Annual & Special Corporate Meetings

ams AG

Company Register Number 34109 k
ISIN AT0000A18XM4
CONVOCATION
We herewith invite our shareholders to the
Annual General Meeting of Shareholders of ams AG
to be held on Friday, June 9, 2017 at 10.00 a.m.at the Company?s premises at
A-8141 Premstaetten, Tobelbader Strasse 30.

AGENDA
1. Presentation of the annual accounts including the report of the
management board, the group accounts together with the group annual report, the
proposal for the appropriation of the profit and the report of the supervisory
board for the business year 2016.
2. Resolution on the appropriation of the balance-sheet profit.
3. Resolution on the release of the members of the management board for
the business year 2016.
4. Resolution on the release of the members of the supervisory board

for the business year 2016.

5. Resolution on the remuneration for the members of the supervisory
board.
6. Resolution on the election of the auditor and the group auditor for

the business year 2017. 7. Resolution on cancellation of
conditional capital in accordance with § 159 par. 2 sub-par. 3
Austrian Stock Corporation Act (AktG) pursuant to the resolution
adopted by the annual General Meeting dated May 19, 2005 and
resolution on the amendment of the Articles of Association in Article
3 ,,Nominal Capital and Stock" by removal and deletion of par. 5. 8.
Resolution on the creation of new authorized capital [Authorized
Capital 2017] i) under consideration of the statutory
subscription right, as well in in the sense of indirect subscription
rights pursuant to § 153 para 6 Austrian Stock Corporation Act
(AktG),

ii) with the authorization to exclude subscription rights,
iii) with the option of issuing the new shares against contributions in kind,
and
iv) the amendment of the Articles of Association in § 3 para 4.
9. Resolution on the authorization of the Management Board to issue

financial instruments within the meaning of § 174 Austrian Stock
Corporation Act (AktG), in particular convertible bonds, profit
bonds, profit participation rights, which may also grant the
subscription and / or conversion right to the acquisition of shares
of the company, also with the authorization to exclude the share
capital Shareholders' right to the financial instruments. 10.