EANS-News: ams AG / Convocation of Annual General Meeting

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Annual & Special Corporate Meetings

THIS IS A
NON-BINDING
CONVENIENCE TRANSLATION ONLY

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 Tuesday, 9 of June 2015 at 10.00 a.m.at the Company's premises at
Schloss Premstaetten, A-8141 Unterpremstaetten, 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 2014. 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 2014. 4. Resolution on the release of the
members of the supervisory board for the business year 2014.

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 2015. 7. Resolution on cancellation of
conditional capital in accordance with § 159 par. 2 sub-par. 1
Austrian Stock Corporation Act (AktG) pursuant to the resolution
adopted by the annual General Meeting dated 24.05.2012 and resolution
on the amendment of the Articles of Association in Article 3
,,Nominal Capital and Stock" by removal and deletion of par. 6. 8.
Resolution on the conditional increase of share capital of the
Company in accordance with § 159 par. 2 sub-par. 3 Austrian Stock
Corporation Act (AktG) in a manner that the share capital is
increased up to EUR 5,000,000.00 over a 5 year period by issuance of
up to 5,000,000 no-par bearer shares for the purpose of granting
stock options to employees, officers and directors of the Company
within the scope of the Performance Stock Unit Plan (PSP) 2014-2029
[Conditional Capital 2015].

9. Adoption of Resolutions on the authorization of the Management Board
a. to acquire own stock in accordance with Article 65 par. 1 sub-par. 4
and 8, par. 1a and par. 1b Austrian Stock Corporation Act (AktG) either through

the stock exchange or outside of the stock exchange to an extent of
up to 10% of the share capital, also with exclusion of the
proportional right of disposal which might be associated with such an
acquisition (reversal of exclusion of subscription rights), b.
to decide pursuant to Article 65 par. 1b Austrian Stock Corporation
Act (AktG) for the sale respectively use of own stock on any other
mode of disposal for the sale of own stock than via the stock
exchange or through a public offering under corresponding application
of the provisions of the exclusion of subscription rights of the
stockholders,

c. to reduce the share capital by calling in these own stock without the
need of any further resolution to be adopted by the General Meeting,
d. to acquire by revocation of the authorization own stock that have not

been fully used so far according to the resolution adopted at the
General Meeting of 23. May 2013 on item 7 of the agenda. 10. Report
concerning the volume, the purchase and sale of own stock pursuant to
Article 65 par. 3 Austrian Stock Corporation Act (AktG).

DOCUMENTS FOR THE ANNUAL GENERAL MEETING

The following documents will be accessible on 19. May 2015on the
Internet under www.ams.com at the latest and will also be available
at the Annual General Meeting.

· Annual accounts with the report of the Management board,
· Annual group accounts with the group annual report,
· Resolution on the appropriation of the result,
· Report of the Supervisory Board, each for the business year 2014,
· Proposed resolutions for the items on the agenda,
· Report of Supervisory Board and Management Board to TOP 7
· Report of Supervisory Board and Management Board in accordance with § 159
Abs.2 Z 3 AktG to TOP 8,
· Long Term Incentive Plan ,,Performance Stock Unit Plan (PSP) 2014-2029",
· Report of Supervisory Board and Management Board in accordance with §§ 65
Abs 1b and 170 Abs 2, 153 Abs 4 S 2 and S 3 and 159 Abs 2 Z 3 AktG to TOP 9,
· Form for granting a power of attorney,
· Form for revoking a power of attorney,
· Complete text of this invitation.

Notice regarding the rights of the shareholders pursuant to §§ 109, 110 AND 118

Austrian Stock COrporation Act (AktG)

Additions of Shareholders to the agenda Shareholders, whose shares
jointly represent 5 % of the share capitaland who have been owners of
these shares for at least three months before filing an application,
can request in writing, that additional items are placed and made
public on the agenda of this general meeting, if such a request in
written form is received exclusively by the Company at the address
Schloss Premstaetten, A- 8141 Unterpremstaetten, Tobelbader Strasse
30, General Counsel, Jann H. Siefken at the latest on 19. May 2015.
Each item requested in this manner must include a proposal for
resolution plus a justification. To prove shareholder qualifications
a deposit certificate pursuant to § 10a Austrian Stock Corporation
Act(AktG) shall be sufficient for bearer shares kept in deposit, in
which it is confirmed that the requesting shareholders have been
shareholders for at least three months before filing such request and
which must not be older than seven days upon presentation to the
Company. As regards the other requirements for a deposit certificate
please see the specifications regarding the right to attend.

Proposals of Shareholder to the agenda Shareholders, whose shares
jointly represent 1% of the share capital, may submit in text form
proposals for the passing of resolutions plus justifications on each
item on the agenda, and may request that these proposals including
justifications and statements of the management board or the
supervisory board, if any, are made available on the website of the
Company, if this request is received in written text form by the
Company at the latest on 28. May 2015 either by fax to +43 3136 500
92100 or at ams AG, Schloss Premstaetten, A-8141 Unterpremstaetten,
Tobelbader Strasse 30, General Counsel, Jann H. Siefken, or by e-mail
agm@ams.com, whereas the request in text form, such as a PDF file
must be attached to the e-mail. To prove the shareholding in order to
exercise this shareholder right, submission of a deposit certificate
pursuant to § 10a Austrian Stock Corporation Act(AktG) shall be
sufficient, which at the time of presentation to the Company must not
be older than seven days. As regards the other requirements for the
deposit certificate please see the specifications regarding the right
to attend.

Right to information Each shareholder must - upon request - be
informed in the general meeting on the matters concerning the
Company, to the extent that such information is necessary to
appropriately assess an item on the agenda. The provision of
information may be refused to the extent that it might be liable
according to reasonable entrepreneurial assessment to cause serious
damage to the Company or an affiliated company or if provision of
such information could lead to prosecution under the law.

Any questions that require longer preparation should, in the interest
of an efficient session, be submitted in text form to the Management
Board in due time prior to the general meeting. Questions may be
submitted by post to ams AG at the address Schloß Premstätten,
Tobelbader Straße 30, 8141 Unterpremstätten, Moritz Gmeiner, Investor
Relations, or by e-mail investor@ams.com.

Applications at the general meeting Each shareholder is -
irrespective of a specific share ownership - entitled to make a
applications at the general meeting to each item on the agenda.

Information on the website Further information on these rights of the
shareholders pursuant to §§ 109, 110, 118 and 119 Austrian Stock
Corporation Act(AktG) shall be available with immediate effect on the
website of the Company www.ams.com.

VERIFICATION KEY DATE andattendance of General Meeting

The right to attend the general meeting and to exercise the voting
right and the other shareholder rights, which are to be asserted in
the general meeting depend on the shareholding as of 30. May 2015,
12:00 midnight, Vienna time (verification key date). Only such
persons shall be entitled to attend the general meeting, who are
shareholders on the key date and can verify this to the Company. For
bearer shares that are kept in a deposit the verification of the
shareholding on the verification key date shall be a deposit
certificate pursuant to § 10a Austrian Stock Corporation Act(AktG),
which shall be transmitted to the Company exclusively to one of the
following addresses at the latest by 3. June 2015.

By post or by messenger ams AG
Schloss Premstaetten
Tobelbader Strasse 30
A-8141 Unterpremstaetten
By fax +43 (1) 8900 500 - 86
By e-mail anmeldung.ams@hauptversammlung.at,
whereas the deposit certificate must be attached in text
format to the e-mail, e.g. as PDF file
Via SWIFT: GIBAATWGGMS - Message Type MT598; please
indicate in the wording: ISIN AT0000A18XM4.

DEPOSIT CERTIFICATE PURSUANT TO § 10A AUSTRIAN STOCK CORPORATION ACT (AKTG)

The deposit certificate must be issued by a credit institution maintaining
deposits which has its seat in a member state of the European Economic Area or
in a full member state of the OECD and must include the following information:

· Information on the issuer : Name/Firm and address or a code which is
customary in the transactions between credit institutions (SWIFT Code),
· Information on the shareholder: Name/firm, address, date of birth of
natural persons, if applicable register and register number of legal persons,
· Information on the shares : number of shares of the shareholder, ISIN

AT0000A18XM4,

· Deposit number and/or other designation,
· Date to which the deposit certificate relates.

Extending beyond this, the deposit certificates of SIX SegaInterSettle AG,

Olten, Switzerland are accepted. The deposit certificate as proof of
the shareholding for attending the general meeting must relate to the
verification key date 30. May 2015 referred to above. The deposit
certificate is accepted in both German and English languages.

Representation by proxy

Each shareholder entitled to attend the general meeting has the right
to appoint a proxy who attends the general meeting on behalf of the
shareholder and has the same rights as the shareholder whom he
represents. A proxy must be granted to a certain person (a natural or
legal person) in text format, whereas several persons may be granted
proxy. This proxy must be sent to the Company exclusively to one of
the addresses listed below:

By post or by messenger ams AG
Schloss Premstaetten
Tobelbader Strasse 30
8141 Unterpremstaetten
By fax +43 (1) 8900 500 - 86
By e-mail anmeldung.ams@hauptversammlung.at, whereas
the power of attorney must be attached to the e-mail in text format,
e.g. as PDF file.
Via SWIFT: GIBAATWGGMS - Message Type MT598; please
indicate in the wording: ISIN AT0000A18XM4.

On the day of the general meeting only: In person:
at the registration for the general assembly at the venue.

A power of attorney (proxy) form and a form for revoking the power of
attorney (proxy) will be sent upon request and can be downloaded from
the homepage of company under www.ams.com. If the power of attorney
is not submitted personally at the day of the general meeting upon
registration then it must be received by the Company at the latest at
4 p.m. on 3. June 2015. The above provisions for granting a power of
attorney (proxy) shall analogously apply to the revoking of a power
of attorney (proxy). As a special service to shareholders, an
independent proxy shall be available for voting subject to directives
in the general meeting, this being Walter Pisk, Notary, A-8010 Graz,
Raubergasse 20; a special proxy form is available on the website of
the Company under www.ams.com.

TOTAL OF SHARES AND VOTING RIGHTS

The share capital of the Company amounts to a nominal of EUR
73,308,700.- and is divided into 73,308,700 no-par value shares. Each
share granting one vote. The Company holds on 3 May 2015 4,477,743
own shares for which it does not have any rights. The total number of
shares entitled to attend and vote amounts to 68,830,957.

To guarantee smooth proceedings at the entrance control, the
shareholders are asked to appear in good time at the venue of the
general meeting before it commences. The shareholders are requested
to bring an official photo identification document.

Entrance to pick up voting cards shall be at 9.00 a.m.

Vienna, May 2015

The Board of Management

Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement euro adhoc
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company: ams AG
Tobelbader Strasse 30
A-8141 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
sector: Technology
ISIN: AT0000A18XM4
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language: English