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Pfeiffer Vacuum Technology AG (0FQR)

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Thursday 01 April, 2010

Pfeiffer Vacuum Technology AG

Pfeiffer Vacuum Technology AG Notice of Annual ...




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:[email protected] <mailto:[email protected]>

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:[email protected]
<mailto:[email protected]>
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
<

http://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: [email protected]


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
<

http://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
<

http://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]



 --- End of Message --- 

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;




  



                                                                                                                      

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