Results of general shareholder's meeting


On Point 1 of the Agenda:

The Management Board presented the formally adopted Annual Report. A decision did not have to be made.

On Point 2 of the Agenda:

Resolution for the use of the retained earnings of MAGIX AG.

The Management Board and Supervisory Board propose to resolve that:  The retained earnings of EUR 7,383,360.51 declared in the Annual Report of MAGIX AG be carried forward.

With a presence of 8,908,604 no-par value shares of the voting stock and an equal number of votes, the General Shareholders' Meeting resolves to carry forward the retained earnings to the amount of EUR 7,383,360.51 with 8,903,385 yes votes (99.9474%) to 4,690 no votes and 529 abstentions.

On Point 3 a) of the Agenda:

Resolution for the formal approval of acts of the members of the Management Board for the financial year.

The Management Board and Supervisory Board propose to formally approve the acts of the members of the Management Board for the Financial Year 2005/2006.

With a presence of 3,012,104 no-par value shares of the voting stock and an equal number of votes, the General Shareholders' Meeting formally approves the acts of the members of the Management Board for the Financial Year 2005/2006 with the required majority (3,007,096 yes votes (99.8783%) to 3,664 no votes and 1,344 abstentions).

The Chairman herewith declares and thereby confirms the aforementioned result of this resolution.

On Point 3 b) of the Agenda:

Resolution for the formal approval of acts of the members of the Supervisory Board for the financial year.

The Management Board and Supervisory Board propose to formally approve the acts of the members of the Supervisory Board for the Financial Year 2005/2006.

With a presence of 8,881,604 no-par value shares of the voting stock and an equal number of votes, the General Shareholders' Meeting formally approves the acts of the members of the Supervisory Board for the Financial Year 2005/2006 with the required majority (8,876,571 yes votes (99.9586%) to 3,679 no votes and 1,354 abstentions).

The Chairman herewith declares and thereby confirms the results of this resolution.

On Point 4 of the Agenda:

Resolution for the appointment of an auditor and group auditor.

The Supervisory Board proposes that Ernst & Young AG Auditing Company/Tax Consulting Company [Ernst & Young AG Wirtschaftsprüfungsgesellschaft/Steuerberatungsgesellschaft] in Berlin be appointed the auditor and group auditor for the Financial Year 2006/2007.

With a presence of 8,908,604 no-par value shares of the voting stock and an equal number of votes, the General Shareholders' Meeting formally chooses Ernst & Young AG Auditing Company/Tax Consulting Company [Ernst & Young AG Wirtschaftsprüfungsgesellschaft/Steuerberatungsgesellschaft] in Berlin as the auditor for the Financial Year 2006/2007 in accordance with the aforesaid proposal of the Supervisory Board with the required majority (8,906,565 yes votes (99.9883%) to 1,040 no votes and 999 abstentions).

The Chairman herewith declares and thereby confirms the results of this vote.

On Point 5 of the Agenda:

Resolution for the adjustment of the Terms & Conditions of the MAGIX Stock Option Plan 2006.

The Management Board and Supervisory Board propose to adjust the Terms & Conditions of the MAGIX Stock Option Plan 2006 agreed to by the General Shareholders' Meeting on 19 January 2006 as follows:

  • The regulations stipulated in Art. 2 of the Terms & Conditions will be now formulated as Art. 2, No. 1 of the Terms & Conditions. The total volume of the MAGIX Stock Option Plan 2006 of maximum 700,000 share options will be redistributed among the four groups of options beneficiaries. Art. 2, No. 1, Sentence 3 of the Terms & Conditions now reads as follows:

    „The share options are distributed among the four groups as follows:
    (a) Maximum 180,000 stock options for members of the Management Board of the Company;
    (b) Maximum 290,000 stock options for the other employees of the Company;
    (c) Maximum 40,000 stock options for members of the management of the Company's affiliated subsidiaries;
    (d) Maximum 190,000 stock options for the other employees of the Company's affiliated subsidiaries.“

  • In Art. 2 of the Terms & Conditions of the MAGIX Stock Option Plan 2006 an additional paragraph (No. 2) will be inserted. Art. 2, No. 2 of the Terms & Conditions reads as follows:

    „2. Already issued stock options will be reassigned to the total volume according to Art. 2, No. 1 if they are no longer exercisable by the beneficiaries or, in the case of death of a beneficiary, by the person entitled to exercise these rights according to Art. 9 of the Terms & Conditions, for example, as a result of the expiry of the period of validity according to Art. 4, No. 2, in the event of non-exercise within the periods specified in Art. 9 or in the event of legal waiving of a beneficiary's rights to his/her stock options. They may be re-issued to the groups of beneficiaries as specified in Art. 2, No. 1 within the framework of the distribution of the volume.“

  • In accordance with Art. 3, No. 1 of the Terms & Conditions of the MAGIX Stock Option Plan 2006, the condition regulating the acquisition periods will be changed in such a way that Art. 3, No. 1 now reads as follows:

    „1. The stock options are valid for a period of four years from the date the contingent capital is recorded in the Commercial Register and provides for the issue of tranches, the first of which may not exceed 50% and the remainder of which may not exceed 30% of the total volume and are issued once or several times a year to beneficiaries. The individual tranches of stock options will in each case be issued within a two-month period following the Company's annual General Shareholders' Meeting or within two weeks of the publication of a quarterly financial report or Annual Report ("acquisition periods"). This period begins in the first fiscal year 2005/2006 on the date that the contingent capital is recorded in the Commercial Register until the expiration of one month following the date on which the Company's shares are listed on a stock exchange.“

With no changes to the presence of the voting stock as recorded in point four of the Agenda, the General Shareholders' Meeting accepts the proposals for resolution of the Management Board and Supervisory Board from a) to c) with the required majority (8,901,470 yes votes (99.9357%) to 5,725 no votes and 1,409 abstentions).

The Chairman herewith declares and thereby confirms the results of these resolutions.

On Point 6 of the Agenda:

Resolution for authorisation to purchase and use own shares.

The Management Board and Supervisory Board propose that:

  • The Company be authorised to acquire shares in MAGIX AG. Authorisation applies to the acquisition of Company shares limited to a calculated amount of ordinary share capital of up to EUR 1,266,203.00 in total, being almost 10% of the existing ordinary share capital of EUR 12,662,038.00 as of 30 Sept 2006. Authorisation can be exercised fully or partially, once or several times. The authorisation is valid until 31 August 2008.

    • The acquisition will be made via the stock market or by way of a public buyback offer. Should the acquisition of shares be carried out over the stock market, the nominal value of each share (without additional acquisition expenses) may not exceed or fall below 10% of the opening share price in Xetra trading (or representative Xetra system with functionally comparable replacement system) on the day of trading on the Frankfurt (am Main) Stock Exchange.
    • Should the acquisition of shares be carried out by means of a public buyback offer to the Company's shareholders, the acquisition price offered or the limit values of the acquisition price range offered per share (without additional acquisition expenses) may not be more or less than 10% of the average final auction price in Xetra trading (or representative Xetra system with functionally comparable replacement system) between the fourth and tenth day of trading before the publication of the offer on the Frankfurt (am Main) Stock Exchange. The volume of the offer may be limited. Should the total subscription of the offer exceed its volume, the declarations of acceptance are to be taken into account proportionately. Preferential provisions can be made to offer smaller share amounts of up to 50 shares in the Company to each shareholder.
  • With the permission of the Supervisory Board, the Management Board shall be authorised to resell Company shares via the stock market.
    With the permission of the Supervisory Board, the Management Board, because of the above-mentioned authorisation, shall also be authorised to use the purchased Company shares,

    • to provide stock options in accordance with the Terms & Conditions of the MAGIX Stock Option Plan 2006 agreed to by the General Shareholders' Meeting on 19 January 2006 and adjusted by the General Shareholders' Meeting on 23 March 2007;
    • as a service in return to third parties within the framework of a merger or acquisition of a company, company parts or company stakes;
    • to redeem the shares without the redemption or its execution requiring any additional General Shareholders' Meeting resolution. The redemption is to be carried out in such a way that the ordinary share capital does not change, but rather, through cancellation, increases the share of the remaining ordinary share stock in accordance with Art. 8, Sec. 3 German Stock Corporation Act [Aktiengesetz (AktG)] (Art. 237, Sec. 3, No. 3, AktG). The Management Board is authorised to change the specified amount of shares in the terms of reference depending on the scope of the redemption.
  • The price at which shares in the Company are given to third parties may not be less than 5% of the average final auction price (without additional acquisition expenses) in Xetra trading (or representative Xetra system with functionally comparable replacement system) on the Frankfurt (am Main) Stock Exchange during the three days of share trading before the day the contractual agreement with the third party has been signed. In this respect, the pre-emptive right of shareholders is excluded. When exercising this authorisation, the exclusion of the pre-emptive right of shareholders due to other authorisations according to Art. 186, Sec. 3, Sentence 4 AktG are to be taken into account.

  • The above-mentioned authorisations of sales via the stock market or outside the stock market can be exercised once or several times, wholly or partially, individually or collectively. The Management Board will inform the General Shareholders' Meeting of the reasons and purpose of acquiring its own shares, on the number of acquired shares and on the ordinary share capital amount allocated to them as well as on the nominal value that was paid for the shares.


With no changes to the presence of the voting stock as recorded in point four of the Agenda, the General Shareholders' Meeting accepts the proposal for resolution of the Management Board and Supervisory Board from a) to d) with the required majority (8,904,826 yes votes (99.9699%) to 2,679 no votes and 1,099 abstentions).

The Chairman herewith declares and thereby confirms the results of these resolutions.

On Point 7 of the Agenda:

Resolution for changes in the terms of reference.

The Management Board and Supervisory Board propose that: 

  • Art. 4 of the terms of reference with the addition of Sec. 2 be reformulated as follows:

    „Art. 4: Disclosure, shareholder information

    • Company notifications are disclosed in the electronic section of the German Federal Gazette (elektronischer Bundesanzeiger) unless it is compulsory by law that they be disclosed in its print section or in other media.
    • Information for the Company's shareholders can also be communicated to them by means of long-distance data transmission (especially via email).“
  • Art. 14, Sec. 3 of the terms of reference shall be reformulated as follows:

    „Those shareholders who are registered in the Company's share register on the day of the General Shareholders' Meeting or register in due time with a specific number of Company shares in writing, via fax or via a way specified in more detail by the Company are entitled to participate in the General Shareholders' Meeting and exercise their right to vote. Registration must be received on the seventh day before the General Shareholders' Meeting at the latest unless a shorter period has been stipulated by the Management Board for the convening of the General Shareholders' Meeting. Should the end of the period fall on a Sunday, on a public holiday as legally recognised at the Company's location of principle office or on a Saturday, the preceding working day shall take this day's place. Once the statutory registration period or the period set by the Management Board for the General Shareholders' Meeting has expired, there shall be no changes made to the share register before the end of the General Shareholders' Meeting.“

With no changes to the presence of the voting stock as recorded in point four of the Agenda, the General Shareholders' Meeting accepts the proposal for resolution of a) with the required majority (8,903,529 yes votes (99.966%) to 3,026 no votes and 2,049 abstentions).

With no changes to the presence as recorded in point four of the Agenda, the General Shareholders' Meeting accepts the proposal for resolution of b) with the required majority (8,905,495 yes votes (99.9881%) to 1,060 no votes with 2,049 abstentions).

The Chairman herewith declares and thereby confirms the results of these resolutions.