Pfeiffer Vacuum Technology AG Notice of Annual Shareholders Meeting

Thursday, 01. April 2010 16:32
Pfeiffer Vacuum Technology AG / Pfeiffer Vacuum Technology AG Notice of Annual Shareholders Meeting processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement.

Pfeiffer Vacuum Technology AG

ISIN DE0006916604

Notice of Annual Shareholders Meeting


We cordially invite our shareholders to attend our
Annual Shareholders Meeting on Thursday, May 20, 2010, at 2:00 PM
at the Stadthalle, Brühlsbachstr. 2B, 35578 Wetzlar, Germany.


Agenda


1.Presentation of the approved Annual Financial Statements of Pfeiffer Vacuum
Technology AG and of the endorsed Consolidated Financial Statements for the year
ended December 31, 2009. Presentation of the Management Report ("Management's
Discussion and Analysis") on Pfeiffer Vacuum Technology AG and the Pfeiffer
Vacuum Group, the report of the Management Board relating to the statements
pursuant to §§ 289 Sub-Para. 4, 315, Sub-Para. 4, German Commercial Code
("HGB"), as well as the Report of the Supervisory Board, for the 2009 fiscal
year.

Pursuant to the rules of the German Stock Corporation Act, the above-indicated
documents must be made available to the Annual Shareholders Meeting. No
resolution of the Annual Shareholders Meeting is planned forPoint 1 of the
Agenda, as pursuant to statutory requirements the Supervisory Board had endorsed
the Annual and Consolidated Financial Statements on March 11, 2010.
2.Resolution on the appropriation of retained earnings
The Management and Supervisory Boards propose the following appropriation of the
retainedearnings in the amount of € 53,471,914.11 as presented in the Annual
Financial Statements:
Distribution of a dividend in the amount of €2.45
per share of no-parshare enjoying dividend
entitlement for the 2009 fiscal year€ 20,859,907.60
Carried forward to new account€ 32,612,006.51
€53,471,914.11
============
Thedividend shall be payable on May 21, 2010.
The proposed appropriation of retained earnings takes into consideration the
treasury shares held by the Company, which pursuant to§ 71b, German Stock
Corporation Act ("AktG"), do not enjoy dividend entitlement. The number of
shares enjoying dividend entitlement could increase or decrease prior to the
Annual Shareholders Meeting through the sale or acquisition of treasury shares.
In this case, a correspondingly modified proposed resolution on the
appropriation of retained earnings will be submitted to the Annual Shareholders
Meeting, whereby there will be no change in the distribution of € 2.45 per share
of no-par share enjoying dividend entitlement.
3.Resolution to ratify the actions of the Management Board for the 2009 fiscal
year
The Management and Supervisory Boards propose that theactions of the Management
Board for the 2009 fiscal year be ratified.


4.Resolution to ratify the actions of the Supervisory Board for the 2009 fiscal
year
The Management and Supervisory Boards propose that the actions of the
Supervisory Board for the 2009 fiscal year be ratified.


5.Election of the independent auditor for the Company and the consolidated
accounts for the 2010 fiscal year
As recommended by the Audit Committee the Supervisory Board proposes that Ernst
& Young GmbH Wirtschaftsprüfungsgesellschaft, of Eschborn/Frankfurt am Main, be
appointed as the independent auditor of both the accounts of the Company and the
consolidated accounts for the 2010 fiscal year.
6.Resolution authorizing the Company to acquire treasury shares pursuant to
§ 71, Sub-Para. 1, No. 8, German Stock Corporation Act, and for disposition
thereof

The Management and Supervisory Boardspropose that the following be resolved:

a)The Company shall be authorized to acquire treasury shares representing up to
10 % of the present capital stock. At no time shall the shares thus acquired,
together with any treasury shares acquired for other reasons which may be in the
possession of the Company or distributable to it pursuant to §§ 71a ff., German
Stock Corporation Act, exceed 10 % of the capital stock of the Company. This
authorization shall not be utilized for the purpose of trading treasury shares.
b)Said authorization shall be able to be exercised in whole or in part, one or
more times, in pursuance of one or more purposes by the Company as well as by
controlled companies or by other companies in which the Company holds a majority
interest or by third parties acting for its or their account. Said authorization
to acquire treasury shares shall be valid through May 19, 2015. The existing,
time-limited authorization to acquire treasury shares granted by resolution of
the Annual Shareholders Meeting on May 26, 2009, and limited through November
25, 2010, shall become void for the period following the coming into force of
said new authorization.
c)At the option of the Management Board, said acquisition shall be able to be
effected either (1) on the stock exchange or (2) in the form of a public offer
to purchase directed at all shareholders.
(1)If acquired on the stock exchange, the consideration paid for acquisition of
the shares shall not be more than 10 % higher or lower than the average trading
prices of shares of Pfeiffer Vacuum Technology AG on the five trading days
preceding said acquisition, as represented by the closing auction under the
Xetra trading system or a comparable successor system ("average closing price").
(2)In the case of a public offer to purchase, the offer price shall not be more
than 15 % higher or lower than the average closing price prior to the day of
publication of the tender offer. Should the volume of offered shares exceed the
intended buyback volume in connection with a public purchase offer, acceptance
shall be made in the ratio of the respectively offered shares. Preferred
acceptance of small quantities of up to 50 shares per shareholder for the
acquisition of offered shares of the Company shall be possible. The purchase
offer shall also be able to include further terms and conditions.
d)The Management Board shall be authorized to utilize shares of the Company
acquired under this authorization for all legally permissible purposes, in
particular the following:
(1)They shall be able to be sold against contributions in kind, in particular as
compensation in full or in part in conjunction with corporate mergers or for
acquiring other companies, investing in other companies or in elements thereof.
The right of subscription of the shareholders shall be excluded to this extent.
(2)They shall be able to be utilized to satisfy conversion or option rights
granted by the Company or a member of the corporate group in connection with the
issuance of bonds or to satisfy conversion or option exercise obligations
arising from bonds that the Company may issue in the future. In these cases, the
right of subscription of the shareholders shall be excluded to this extent.
(3)They shall be able to be offered as employee shares to employees of the
Company and the companies affiliated with it. The right of subscription of the
shareholders shall be excluded to this extent.
(4)They shall also be able to be sold otherwise than on the stock exchange or
through an offer to the shareholders that excludes the shareholders' right of
subscription if the shares are sold against cash payment of a price that is not
materially (i.e. more than 5 %) lower than the average closing price. However
said authorization shall be subject to the stipulation that neither at the time
said authorization shall go into effect nor at the time said authorization shall
be exercised the total number of shares sold under exclusion of the right of
subscription pursuant to § 186, Sub-Para. 3, Sent. 4, German Stock Corporation
Act, shall not exceed 10 % of the capital stock of the Company. Included in said
limitation shall be those shares that have been issued from authorized capital
subject to the exclusion of the right of subscription pursuant to § 186,
Sub-Para. 3, Sent. 4, German Stock Corporation Act, during the term of this
authorization. Moreover, those shares shall be included in said limitation that
have been issued to cover bonds containing conversion and option rights or
obligations to exercise conversion or option rights if said bonds are issued
during the term of this authorization subject to the exclusion of the right of
subscription analogously to § 186, Sub-Para. 3, Sent. 4, German Stock
Corporation Act.
(5)They shall be able to be called without said call or the execution thereof
requiring a further resolution by the Annual Shareholders Meeting. Said call
shall be able to be limited to a portion of the acquired shares; the call
authorization shall also be able to be utilized multiple times. Calling said
shares shall result in a reduction of capital. However calling shall also be
able to be effected under a simplified procedure without any reduction of
capital by adjusting the proportionate amount of the capital stock of the
remaining shares pursuant to § 8, Sub-Para. 3, German Stock Corporation Act. In
this case, the Management Board shall be authorized to appropriately modify the
notation of the number of shares in the Articles of Association.
e)The authorizations set forth under Point d) shall also include the utilization
of those shares of the Company acquired under prior authorization resolutions
pursuant to § 71, Sub-Para. 1, No. 8, German Stock Corporation Act, and of those
shares acquired from controlled members of the corporate group in the sense of
§ 17, German Stock Corporation Act, or pursuant to § 71d, Sent. 5, German Stock
Corporation Act.
f)The authorizations set forth under Point d) shall be able to be utilized one
or more times, in whole or in part, individually or jointly; the authorizations
set forth under Point d), (1), (2), (3) and (4), shall also be able to be
utilized by controlled companies or by other companies in which the Company
holds a majority interest or by third parties acting for its or their account.
Report of the Management Board relating to Point 6 of the Agenda of the Annual
Shareholders Meeting of Vacuum Technology AG on May 20, 2010

The Management Board herewith submits the following written report relating to
Point 6 of the Agenda, citing the reasons for the authorization to exclude the
shareholders right of subscription pursuant to § 71,Sub-Para. 1, No. 8, Sent.
5, in conjunction with § 186, Sub-Para. 4, Sent. 2, German Stock Corporation
Act:
Point 6 of the Agenda authorizes the Company to acquire treasury shares. The
existing, time-limited authorization to acquire treasury shares granted by
resolution of the Annual Shareholders Meeting on May 26, 2009, is limited
through November 25, 2010, and shall therefore be replaced.
The option of reselling treasury shares enables them to be employed to raise new
equity funding. In addition to the option of selling said shares on the stock
exchange or through an offer to all shareholders - with equal treatment of all
shareholders already being secured through the legal definition - the proposed
resolution also calls for the Company's treasury shares to be available in order
to be offered as compensation within the context of corporate mergers or to
acquire other companies, to invest in other companies or in elements thereof,
with the right of subscription of the shareholders being excluded. The purpose
of this is to provide the Company with the opportunity of being able to respond
swiftly and successfully to advantageous offers or opportunities that present
themselves on national and international markets in order to acquire other
companies or to invest in other companies or in elements thereof. Not
infrequently, negotiations result in the need to provide shares, and not money,
as compensation. This authorization reflects that need.
Moreover, the authorization creates the option of utilizing treasury shares to
satisfy conversion or option rights granted by the Company or by a member of the
corporate group in conjunction with the issuance of bonds, with the
shareholders' right of subscription being restricted, or to satisfy obligations
relating to the exercise of conversion or option rights arising from convertible
bonds to be issued by the Company. In satisfying the resulting rights to procure
Pfeiffer Vacuum shares, it can sometimes be practical to utilize treasury
shares, instead of an increase of capital, to cover this need or portions
thereof.
In addition, the authorization creates the option of being able to offer said
shares for purchase as employee shares to employees of the Company and the
companies affiliated with it. The issuance of employee shares is in the interest
of the Company and its shareholders, as this fosters the identification of the
employees with their Company and their willingness to assume joint
responsibility. In § 5, Sub-Para. 5, of the Articles of Association, the Company
has created authorized capital for the purpose of issuing employee shares. The
employment of existing treasury shares instead of an increase of capital can be
economically reasonable, and to this extent the authorization is intended to
provide available latitude. Moreover, the employment of acquired treasury shares
can also effectively control any trading price risk that might exist.
And, finally, under the authorization treasury shares acquired can also be sold
for cash in a form other than on the stock exchange, with the right of
subscription being excluded. A prerequisite for this is that the shares be sold
for cash at a price that is not materially lower than the trading price of the
Company's shares at the time of sale. This authorization makes use of the option
of simplified exclusion of the subscription right permitted by § 71, Sub-Para.
1, No. 8, German Stock Corporation Act, under the analogous application of
§ 186, Sub-Para. 3, Sent. 4, German Stock Corporation Act. This reflects the
notion of protecting shareholders against dilution in that said shares may only
be sold at a price that is not materially lower than the governing trading
price. Final stipulation of the selling price of the Company's treasury shares
will be made at a point in time that is close to that of the sale. The
Management Board will keep any discount on the governing trading price as low as
possible subject to the market conditions prevailing at the time of placement.
This authorization will be subject to the stipulation that neither at the time
this authorization goes into effect nor at the time this authorization is
exercised shares sold under exclusion of the right of subscription pursuant to
§ 186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, may not exceed a
total of 10 % of the capital stock of the Company. Included in this limitation
will be those shares that have been issued from authorized capital subject to
the exclusion of the right of subscription pursuant to § 186, Sub-Para. 3, Sent.
4, German Stock Corporation Act, during the term of this authorization.
Moreover, this limitation will also include those shares that have been issued
to cover bonds containing conversion or option rights or an obligation to
exercise conversion or option rights analogously to § 186, Sub-Para. 3, Sent.
4, German Stock Corporation Act, under an authorization in force at the time
this authorization goes into effect. Given this limitation and the fact that the
issue price must be based upon the trading price, the shareholders' interests in
assets and voting rights will be appropriately assured. Shareholders
fundamentally have the opportunity of maintaining their ratio of holdings by
purchasing Pfeiffer Vacuum shares on the stock exchange.
This authorization is in the interest of the Company because it gives it greater
flexibility. For example, it enables treasury shares to be sold to institutional
investors or new circles of investors to be addressed.
7. Resolution on the creation of new authorized capital, with the existing
authorized capital being revoked

Authorized Capital I pursuant to § 5,Sub-Para. 5, of the Articles and
Association in the amount of € 11,251,968.00 will expire effective June
7, 2010. In the past, neither this authorization no any portion thereof were
utilized. In order to maintain the Company's freedom of action with respect to
potential increases of capital, new authorized capital in the amount of
€ 11,482,368.00 - representing 50 % of the capital stock existing at the time of
the resolution - is to be created.

The Management and Supervisory Boards therefore propose that the following be
resolved:

a) The Management Board shall be authorized, subject to the consent of the
Supervisory Board, to increase the capital stock of the Company one or more
times through the issuance of new no-par bearer shares of stock in consideration
of contributions in cash and/or in kind up to a total of € 11,482,368.00,
representing 50 % of the existing capital stock at the time of this resolution
(authorized capital). Said authorization shall be valid through May 19, 2015.
Should shares be issued in consideration of contributions in kind, the
Management Board shall be authorized, subject to the consent of the Supervisory
Board, to exclude the right of subscription of the shareholders in the amount of
up to € 2,296,473.60, representing 10 % of the of the capital stock existing at
the time of this resolution.
Should the capital stock be increased in consideration of contributions in cash,
the shareholders shall be granted a right of subscription. However the
Management Board shall be authorized, subject to the consent of the Supervisory
Board, to exclude the right of subscription of the shareholders should the issue
price not be materially lower than the trading price of the Company's shares
vested with the same entitlements. However said authorization shall be subject
to the stipulation that said shares issued under exclusion of the right of
subscription pursuant to § 186, Sub-Para. 3, Sent. 4, German Stock Corporation
Act, shall not exceed a total of 10 % of the capital stock, neither at the time
said authorization shall go into effect nor at the time it shall be exercised.
Included in said limitation to 10 % of the capital stock shall be those shares

* that have been or might potentially be issued in the future to cover bonds
containing conversion or option rightsprovided said bonds have been or will
be issued subject to the exclusion of the right of subscription analogously
to § 186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, under an
authorization in force at the time said authorization shall go into effect
or under an authorization replacing it;


* that shall be sold as treasury shares subject to the exclusion of the right
of subscription of the shareholders pursuant to § 186,Sub-Para. 3, Sent. 4,
German Stock Corporation Act, under an authorization in force at the time
said authorization shall go into effect or under an authorization replacing
it.

The Management Board shall also be authorized, subject to the consent of the
Supervisory Board, to exclude the right of subscription of the shareholders for
the purpose of issuing new shares to employees of the Company and of companies
affiliated with itup to a proportionate amount of € 500,000.00. The Management
Board shall further be authorized, subject to the consent of the Supervisory
Board, to exclude residual amounts from the right of subscription of the
shareholders.

Moreover, the Management Board shall be authorized, subject to the consent of
the Supervisory Board, to define the further content of the rights vested in the
shares and the terms and conditions of issuance of the shares.

b) § 5, Sub-Para. 5, of the Articles of Association shall be amended to read as
follows:

   "(5) The Management Board shall be authorized, subject to the consent of the
Supervisory Board, to increase the capital stock of the Company one or more
times through the issuance of new no-par bearer shares of stock in consideration
of contributions in cash and/or in kind by up to a total of € 11,482,368.00
(authorized capital). Said authorization shall be valid through May 19, 2015.

Should shares be issued in consideration of contributions in kind, the
Management Board shall be authorized, subject to the consent of the Supervisory
Board, to exclude the right of subscription of the shareholders in the amount of
up to € 2,296,473.60, representing
10 % of the capital stock existing at the time of this resolution.
Should the capital stock be increased in consideration of contributions in cash,
the shareholders shall be granted a right of subscription. However the
Management Board shall be authorized, subject to the consent of the Supervisory
Board, to exclude the right of subscription of the shareholders should the issue
price not be materially lower than the trading price of the Company's shares
vested with the same entitlements. However said authorization shall be subject
to the stipulation that said shares issued under exclusion of the right of
subscription pursuant to § 186, Sub-Para. 3, Sent. 4, German Stock Corporation
Act, shall not exceed a total of 10 % of the capital stock, neither at the time
said authorization shall go into effect nor at the time it shall be exercised.
Included in said limitation to 10 % of the capital stock shall be those shares

-that have been or might potentially be issued in the future to cover bonds
containing conversion or option rights provided said bonds have been or will be
issued subject to the exclusion of the right of subscription analogously to §
186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, under an authorization
in force at the time said authorization shall go into effect or under an
authorization replacing it;
-that shall be sold as treasury shares subject to the exclusion of the right of
subscription of the shareholders pursuant to § 186, Sub-Para. 3, Sent. 4, German
Stock Corporation Act, under an authorization in force at the time said
authorization shall go into effect or under an authorization replacing it.

The Management Board shall also be authorized, subject to the consent of the
Supervisory Board, to exclude the right of subscription of the shareholders for
the purpose of issuing new shares to employees of the Company or of companies
affiliated with it up to a proportionate amount of € 500,000.00.

The Management Board shall be authorized, subject to the consent of the
Supervisory Board, to exclude residual amounts from the right of subscription of
the shareholders.
Moreover, the Management Board shall be authorized, subject to the consent of
the Supervisory Board, to define the further content of the rights vested in the
shares and the terms and conditions of issuance of the shares."

Report of the Management Board to the Annual Shareholders Meeting pursuant to §
203,Sub-Para. 2, Sent. 2, § 186, Sub-Para. 4, Sent. 2, German Stock Corporation
Act, on Point 7 of the Agenda

Authorized Capital I pursuant to § 5,Sub-Para. 5, of the Articles of Association
in the amount of € 11,251,968.00 will expire effective June 7, 2010. In the
past, neither this authorization nor any portion thereof was utilized. In order
to maintain the Company's freedom of action with respect to potential increases
of capital, new authorized capital in the amount of € 11,482,368.00 -
representing 50 % of the capital stock existing at the time of the resolution -
is to be created.

This authorization will provide the Company with afarther reaching option for
procuring equity capital. This represents an important means of adjusting the
correlation between equity and borrowed capital to reflect the Company's further
growth from within. Subject to the consent of the Supervisory Board, the
Management Board will thus be able to respond with greater flexibility to and
optimally utilize favorable market conditions. In particular with a view to the
development of opportunities for acquiring equity investments, greater freedom
of action appears to be appropriate.

The stated strategy of Pfeiffer Vacuum Technology AG also includes strengthening
its competitiveness through the acquisition of enterprises, the equity
investmentsin enterprises or elements of enterprises, thereby enabling steady,
long-term increases in profit and returns. This shall also enhance the value of
Pfeiffer Vacuum shares as well. In order to have equity capital available to
also finance larger projects, it is necessary that an authorization of the
proposed scope be adopted. The reason for the designated amount of the
authorized capital is to assure the Company's ability to finance even larger
corporate acquisitions in consideration of contributions in cash or in kind.
Since an increase of capital would have to be effected swiftly in connection
with an acquisition, it is typically not feasible to resolve this increase of
capital directly at an Annual Shareholders Meeting, which is only conducted once
a year. On the contrary, it is for this reason that it is necessary to create
authorized capital, which the Management Board can swiftly utilize.

Should shares be issued in consideration of contributions in kind in the case of
an increase of capital, the Management Board shall be authorized, subject to the
consent of the Supervisory Board, to exclude the right of subscription of the
shareholders in the amount of up to € 2,296,473.60, representing 10 % of the of
the capital stock existing at the time of this resolution. This will enable the
Management Board to have treasury shares of the Company available, without
having to acquire them on the stock exchange, for employment in suitable
individual instances in connection with mergers, the acquisition of enterprises,
of elements of enterprises or of the equity investments in enterprises. The
Company must always be in a position to act swiftly and flexibly in changing
markets in the interests of its shareholders. This also includes the acquisition
of enterprises, elements of enterprises or equity investments in enterprises for
the purpose of improving the Company's competitive position. In this connection,
it has been found that increasingly larger entities are involved in connection
with the acquisition of enterprises or elements of enterprises or equity
investments in enterprises. In many instances, this involves the payment of very
high levels of consideration. This consideration often no longer can or should
be effected in cash - in particular with a view to an optimum financing
structure. Sellers occasionally insist upon receiving consideration in the form
of shares of the acquiring company. The option of being able to offer treasury
shares as an acquisition currency thus creates an advantage in competing for
interesting potential acquisitions. In any event, the Company's administration
intends to utilize the option of an increase of capital from the authorized
capital in consideration of contributions in kind under the exclusion of the
right of subscription only if there is an appropriate correlation between the
value of the new shares and the value of the consideration. In this connection,
the issue price of the new shares to be issued should fundamentally reflect the
trading price of the shares. This will prevent shareholders who are excluded
from the right of subscription from being economically disadvantaged. With due
consideration to all of these circumstances, the authorization to exclude the
right of subscription within the proscribed limits is appropriate and in the
interest of the Company.

The proposed authorization will also enable the Company to have at its disposal
treasury shares of the Company up to a proportionate amount of € 500,000.00,
without having to acquire them on the stock exchange, in order to be able to
offer them at preferential terms to employees of the Company and the companies
affiliated with it as employee shares. It is in the interest of the Company and
its shareholders to issue employee shares, as this promotes the identification
of the employees with the Company and their assumption of joint responsibility.
In order to be able to offer employees shares from authorized capital, it is
necessary to exclude the right of subscription of the shareholders. At the
present point in time, it is not yet possible to provide information relating to
the issue prices of the shares to be issued, as the date and scope of the
respective utilization of the authorized capital have not yet been determined.

Should the capital stock be increased in consideration of contributions in cash,
the shareholders will be offered a right of subscription. However the Management
Board will be authorized, subject to the consent of the Supervisory Board, to
exclude the right ofsubscription of the shareholders should the issue price not
be materially lower than the trading price of the Company's shares vested with
the same entitlements. However this authorization will be subject to the
provision that the shares issued under exclusion of the right of subscription
pursuant to § 186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, do not
exceed a total of 10 % of the capital stock, neither at the time this
authorization goes into effect nor at the time it is exercised. Included in the
limitation to 10 % of the capital stock will be those shares

-that have been or might potentially be issued in the future to cover bonds
containing conversion or option rights provided the bonds have been or will be
issued subject to the exclusion of the right of subscription analogously to §
186, Sub-Para. 3, Sent. 4, German Stock Corporation Act, under an authorization
in force at the time the authorization goes into effect or under an
authorization replacing it;
-that will be sold as treasury shares subject to the exclusion of the right of
subscription of the shareholders pursuant to § 186, Sub-Para. 3, Sent. 4, German
Stock Corporation Act, under an authorization in force at the time the
authorization goes into effect or under an authorization replacing it.

The authorization to exclude the right of subscription in an amount of up to a
total of 10 % of the capital stock for the purpose of issuing new shares at an
issue price that is not materially lower than the trading price of shares of the
Company vested with the same rights will enable the Management Board to issue
shares for the purpose of placement at an issue price that is similar to the
trading price. This will afford the opportunity of achieving higher proceeds in
connection with an increase of capital than would be possible if shares were
issued with a right of subscription. This reflects the shareholders' need for
protection against dilution of their shareholdings through the possibility of
subsequently acquiring shares on the stock exchange at the current trading
price.
Aside from the above-indicated authorizations to exclude the right of
subscription, the right of subscription of the shareholders will only be able to
be excluded, subject to the consent of the Supervisory Board, for residual
amounts that can no longer be equally distributed among all shareholders due to
the ratio of subscriptions for the purpose of simplifying handling.
Moreover, the Management Board will be authorized, subject to the consent of the
Supervisory Board, to define the further content of the rights vested in the
shares and the terms and conditions of issuance of the shares.
In every individual instance, the Management Board will carefully review whether
it will utilize the authorization to increase capital under the exclusion of the
right of subscription of the shareholders. This possibility will be utilized
when the Management and Supervisory Boards judge this to be in the interest of
the Company and thus its shareholders. The Management Board will report on any
utilization of the authorized capital at the next subsequent Annual Shareholders
Meeting. There are currently no concrete plans for utilizing the authorization.


8.Elections to the Supervisory Board

Our Supervisory Board member Mr. Michael J. Anderson will retire from the
Supervisory Board at the conclusion of the Annual Shareholders Meeting on May
20, 2010. A successor to him is therefore to be elected for the remainder of the
term of office of the retiring member of the Supervisory Board through a
resolution of the Annual Shareholders Meeting.

Pursuant to§§ 96, Sub-Para. 1, 101, Sub-Para. 1, German Stock Corporation Act, §
4, German One-Third Participation Act ("DrittelbG") of 2004, and § 9, Sub-Para.
1, Articles of Association, the Supervisory Board is to comprise of four members
elected by the Annual Shareholders Meeting and two members elected by the
Company's employees. The Annual Shareholders Meeting is not bound by
nominations.

The Supervisory Board proposes that the Annual Shareholders Meeting elect

Dr. Wolfgang Lust, of Giessen, managing director of Lahnau-based LTI Drives GmbH
as a Supervisory Board member to serve until the conclusion of the Annual
Shareholders Meetingat which the actions of the Supervisory Board for the 2010
fiscal year are to be ratified.
Information relating to Point 8 of the Agenda pursuant to§ 125, Sub-Para. 1,
Sent. 5, German Stock Corporation Act:

Dr. Wolfgang Lust is not a member of any other supervisory board organized under
German law or of comparable German or foreign oversight bodies of corporate
entities.


9. Resolution amending the Articles of Association

The Management and Supervisory Boards propose that the following be resolved to
amend the Articles of Association of the Company to reflect the new deadlines
stemming from the coming into force of the German Act Implementing the
Shareholders Rights Directive ("ARUG"):

(a)§ 12, Sub-Para. 3, of the Articles of Association shall be amended to read as
follows:

"Notification of said convocation, including notification of the agenda, shall
be madein the German Federal Electronic Gazette at least 36 days prior to the
date of the Annual Shareholders Meeting. The date of the Annual Shareholders
Meeting and the date of its convocation shall not be included in the
calculation."
(b)§ 12, Sub-Para. 4, of the Articles of Association shall be amended to read as
follows:
"Only those shareholders shall be eligible to attend the Annual Shareholders
Meeting, to exercise their voting rights and to make formal motions who have
registered with the Company or with an office designated in the notice of said
meeting of their intention to attend in writing, by telefax or in authenticated
electronic form (§ 126b, German Civil Code ["BGB"]) by no later than the sixth
day prior to the date of the Annual Shareholders Meeting. The date of receipt
shall not be included in the calculation. Said registration shall be made in the
German or English language."
(c)§ 12, Sub-Para. 5, of the Articles of Association shall be amended to read as
follows:
"Certification in authenticated electronic form (§ 126b, German Civil Code)
written in the German or English language by the custodial financial or
financial services institution relating to the Shareholder's shareholdings shall
suffice to enable the Shareholder to attend the Annual Shareholders Meeting and
to exercise his or her voting rights. Said certification shall refer to the
beginning of the 21st day prior to the Annual Shareholders Meeting and shall be
received by the Company or by an office designated in the notice of said meeting
by no later than the sixth day prior to the date of the Annual Shareholders
Meeting at the address indicated in the Notice of Annual Shareholders Meeting.
The day of receipt shall not be included in the calculation."


Attendance at the Annual Shareholders Meeting
Only those shareholders who register with the Company at the address indicated
below in writing, by telefax or in authenticated electronic form (§ 126b, German
Civil Code) in the German or English language by no later than May 13, 2010, and
who certify their shareholdings to the Company shall be eligible to attend the
Annual Shareholders Meeting, to exercise their voting rights and to make
motions. Certification of the shareholdings by the custodial financial or
financial services institution shall suffice. Certification of the shareholdings
shall reference the beginning of April 29, 2010 (midnight) ("record date") and
must be received by the Company in the German or English language at the address
indicated below by no later than May 13, 2010:
Pfeiffer Vacuum Technology AG
c/o Commerzbank AG
WASHV dwpbank AG
Wildunger Strasse 14
D-60487 Frankfurt am Main, Germany
Fax: +49 (0) 69/5099-1110
E-Mail:hv-eintrittskarten@dwpbank.de

In exchange for the submitted certification of shareholdings, the shareholder or
his or her proxy will receive an admission ticket to the Annual Shareholders
Meeting.
With respect to the Company, attendance at the Annual Shareholders Meeting or
exercise of voting rights as a shareholder will only be permissible for the
individual providing the special certification of shareholdings. In this
connection, the authorization to attend the Annual Shareholders Meeting and the
extent of voting rights shall be governed exclusively on the basis of
shareholdings asat the record date. The record date does not involve any freeze
on the salability of shareholdings. Even in the event the shareholdings or
portions thereof are sold subsequent to the record date, attendance and the
scope of voting rights will be governed exclusively by the shareholder's
shareholdings as at the record date. The same applies analogously for the
initial or additional acquisition of shares subsequent to the record date.

Proxies

By issuing an appropriate form of proxy, shareholders can also have their voting
rights at the Annual Shareholders Meeting exercised by a proxy, e.g. the
custodial financial institution, a shareholderassociation or any other person of
their choice. Should a shareholder grant a proxy to more than one person, the
Company shall be entitled to reject one or more of them.
The Company offers its shareholders the option of designating as their proxy
prior to the Annual Shareholders Meeting an individual named by the Company, who
will be bound by the instructions of the shareholder. Those shareholders who
wish to designate the individual named by the Company as their proxy will
require an admission ticket to the Annual Shareholders Meeting for this purpose.
Shareholders will receive the required documents and information together with
the admission ticket.
Should the proxy not be granted to a financialinstitution, a shareholder
association, any other individual designated in accordance with the provisions
of § 135, Sub-Para. 8, German Stock Corporation Act, a financial services
institution or an enterprise operating in accordance with § 53, Sub-Para. 1,
Sent. 1, or § 53b, Sub-Para. 1, Sent. 1, or Sub-Para. 7, German Banking Act
"(KWG"), the issuance of a proxy, its revocation and certification of the proxy
made in authenticated electronic form (§ 126b, German Civil Code) will suffice.
The following address is available for notifying the Company that a proxy has
been issued or revoked and for transmitting the certification or revocation of a
form of proxy:
Pfeiffer Vacuum Technology AG
Investor Relations
Berliner Strasse 43
D-35614 Asslar, Germany
Telefax: +49 (0) 6441-802-365
E-Mail:Brigitte.Loos@pfeiffer-vacuum.de

A form that can be used to grant a proxy will be sent, together with the
admission ticket, to those shareholders who register for the Annual Shareholders
Meeting in the correct form and prior to the deadline.
The issuance of a proxy to financialinstitutions and comparable individuals and
associations pursuant to § 135, German Stock Corporation Act, can also be
effected in any other manner permissible in accordance with § 135, German Stock
Corporation Act; we would point out, however, that in these cases the financial
institutions, individuals or associations to whom the proxy is to be issued
might require a special form of proxy, because they are required to retain the
proxy for verification purposes pursuant to § 135, German Stock Corporation Act.
Shareholder rights
The following information is limited to the deadlines for the exercise of
shareholder rights pursuant to§ 122, Sub-Para. 2, § 126, Sub-Para. 1, § 127, and
§ 131, Sub-Para. 1, German Stock Corporation Act. Farther reaching comments
relating to the above-indicated shareholder rights are available on the
Company's Internet site at the following address:
www.pfeiffer-vacuum.de/shareholders_meeting

Shareholder demands pursuant to§ 122, Sub-Para. 2, German Stock Corporation Act,
that items be placed on the agenda, with notification being made thereof, must
be received by the Company by no later than midnight, April 19, 2010.
Countermotions from shareholders against a proposal by the Management and
Supervisory Boards relating to a specific point of the agenda pursuant to§ 126,
Sub-Para. 1, German Stock Corporation Act, as well as proposals by shareholders
for the election of Supervisory Board members or independent auditors pursuant
to § 127, German Stock Corporation Act, will be made available on the Company's
Internet page if they are received by the Company prior to midnight, May
5, 2010.
The shareholders' right to information pursuant to§ 131, Sub-Para. 1, German
Stock Corporation Act, can be exercised at the Annual Shareholders Meeting.
Shareholder inquiries, motions and demands
Inquiries, motions and demands relating to the Annual Shareholders Meeting
should be sent to the Company at the following address:
Pfeiffer Vacuum Technology AG
Investor Relations
Berliner Strasse 43
D-35614 Asslar, Germany
Telefax: +49 (0) 6441-802-365
E-Mail: Brigitte.Loos@pfeiffer-vacuum.de


Information pursuant to§ 124a, German Stock Corporation Act
The information pursuant to§ 124a, German Stock Corporation Act, is available on
the Company's Internet site at the following address:
www.pfeiffer-vacuum.de/shareholders_meeting

Total number of shares and voting rights at the time of the convocation of this
Annual Shareholders Meeting

At the time of the convocation of the Annual Shareholders Meeting, the capital
stock of the Company totals22,964,736.00, divided into 8,970,600 shares of
no-par bearer stock ("shares"). Each share grants one vote. However pursuant to
§ 71b, German Stock Corporation Act, the Company does not enjoy any rights under
treasury shares. At the time of the convocation of the Annual Shareholders
Meeting, the Company holds 456,352 shares of treasury stock. Consequently, the
total number of shares entitled to attend and vote at the time of the
convocation is 8,514,248 shares.
Documents relating to the Annual Shareholders Meeting

Together with this Notice, all shareholders receive a Letter to Shareholders
containing the key information about the 2009 fiscal year. The Consolidated
Financial Statements and Management's Discussion & Analysis of the Corporate
Group as at December 31, 2009, the Annual Financial Statements and Management's
Discussion & Analysis of Pfeiffer Vacuum Technology AG for the 2009 fiscal year,
the Report of the Management Board relating to the statements pursuant to §§
289, Sub-Para. 4, 315, Sub-Para. 4, German Commercial Code, the Report of the
Supervisory Board for the 2009 fiscal year, the proposal for appropriation of
retained earnings, as well as the Reports of the Management Board relating to
Points 6 and 7 of the Agenda, which is reprinted in full above, will be
available on our Company's Internet site
(www.pfeiffer-vacuum.de/shareholders_meeting
) from the time of
convocation of the Annual Shareholders Meeting until the adjournment of the
Annual Shareholders Meeting. The documents will also be available at the Annual
Shareholders Meeting.
Both the text of the presentation by the Chief Executive Officer as well as the
voting results will also be announced at the above-indicated Internet address
following the Annual Shareholders Meeting.
Asslar, Germany, April 2010
Management Board



[HUG#1400389]



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Pfeiffer Vacuum Technology AG
Berliner Strasse 43 Asslar Germany

WKN: 691660;ISIN: DE0006916604;Index:TECH All Share,TecDAX,CDAX,HDAX,Prime All Share,MIDCAP;
Listed: Freiverkehr in Börse Stuttgart,
Freiverkehr in Hanseatische Wertpapierbörse zu Hamburg,
Freiverkehr in Börse Berlin,
Freiverkehr in Börse Düsseldorf,
Open Market (Freiverkehr) in Frankfurter Wertpapierbörse,
Freiverkehr in Bayerische Börse München,
Freiverkehr in Niedersächsische Börse zu Hannover,
Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse;
Related Links: Pfeiffer Vacuum Technology AG
Author:
Hugin
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