EANS-General Meeting: conwert Immobilien Invest SE / Invitation to the General Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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SUMMARY TRANSLATION OF THE ORIGINAL GERMAN LANGUAGE INVITATION.
THIS TRANSLATION IS FOR IMFORMATION PURPOSES ONLY.
conwert Immobilien Invest SE
Vienna, registered under FN 212163 f of the Commercial Court Vienna
(the “Company”)
MODIFIED INVITATION
to the
11th Annual General Meeting
of the shareholders of conwert Immobilien Invest SE
taking place on 31 May 2012 at 10:00 a.m., Vienna time
at the “Great Hall” at the Company’s head office
1080 Vienna, Albertgasse 35
with the following
Agenda:
1. Presentation of the approved annual financial statements as of 31
December 2011 according to the Austrian Commercial Code (UGB)
including notes and management report, the Corporate Governance
Report, the consolidated financial statements as of 31 December 2011
according to IFRS including notes and management report, the proposal
for the appropriation of accumulated profit of the Executive Board in
accordance with § 41 para. 1 of the Austrian Societas Europaea Act
(SE Act, SEG) and the report of the Administrative Board in
accordance with § 41 para 2 and 3 of the SE Act, as well as the
presentation of the annual report of the Administrative Board
pursuant to § 58 of the SE Act. 2. Resolution on the appropriation of
accumulated profit of the financial year 2011. 3. Resolution on the
discharge of the members of the Administrative Board for the
financial year 2011. 4. Resolution on the discharge of the members of
the Executive Board for the financial year 2011. 5. Appointment of
the auditor of the annual financial statements according to UGB and
the consolidated financial statements according to IFRS for the
financial year 2012. 6. Resolution on amendments to the articles of
association in §§ 4 para. 2, 20 para. 4, 20a para. 1, 20a para. 3,
20a para. 5 and 20a para. 6, in particular for the adaptation to
legal provisions which changed as a result of the Company Law
Amendment Act 2011. 7. Resolution on the revocation of the existing
authorisation to repurchase treasury shares for no specific purpose
in accordance with the resolution of the extraordinary general
meeting of 11 October 2010 and the simultaneous resolution on the
authorisation of the Administrative Board in accordance with § 65
para. 1 (8) and para. 1a and 1b AktG to acquire treasury shares of
the company and to determine the conditions for the buyback. Trading
in treasury shares shall be excluded as a purpose of the acquisition.
Authorisation of the Administrative Board, without further resolution
by the Annual General Meeting, to withdraw shares and to adopt
amendments to the articles of association which result from the
withdrawal of the shares. Resolution on the authorisation of the
Administrative Board to adopt, without any further resolution by the
Annual General Meeting, treasury shares of the company, also in
another manner permitted by law than over the stock exchange or by a
public offer, also excluding the repurchasing right of shareholders,
and to determine the conditions of sale. 8. Resolution on the
revocation of the existing authorisations of the Administrative Board
in accordance with §§ 4 para. 3 and 4 para. 5 of the articles of
association and on the amendment to the articles of association,
which results from the revocation; at the same time, resolution on
the authorisation of the Administrative Board in accordance with § 38
para. 2 and § 63 SE Act in conjunction with § 169 AktG to increase
the share capital of the company by up to nominal EUR 426,796,360 by
issuing up to 42,679,636 new no-par bearer shares for a cash
contribution or contribution in kind, in the case of a contribution
in kind under full or partial exclusion of subscription rights, and
to determine the issue conditions. Resolution on the authorisation of
the Administrative Board to adopt amendments to the articles of
association which result from the issuance of shares from authorised
capital. 9. Resolution on the reduction of share capital by the
company from EUR 853,592,730 by EUR 426,796,365 to EUR 426,796,365 in
accordance with §§ 175ff of the Stock Corporation Act for the purpose
of distribution of assets to the shareholders and for the purpose of
allocation to unappropriated reserves.
Provision of information (§ 106 (4) AktG):
In accordance with Art 53 of the SE Regulation (SE-VO) in conjunction
with § 108 para. 3 AktG the following documents will be available
from the 21st day prior to the Annual General Meeting, hence 10 May
2012, at the website of the company www.conwert.at, which is
registered in the Commercial Register. – Annual financial statements
as of 31 December 2011 in accordance with the Austrian Commercial
Code (UGB), including notes and management report; – Corporate
Governance Report; – Consolidated financial statements as of 31
December 2011 in accordance with IFRS, including notes and management
report; – Proposal for the appropriation of accumulated profit by the
Executive Board in accordance with § 41 para. 1 SE Act; – Report of
the Administrative Board in accordance with § 41 para. 2 and 3 SE
Act; – Annual report of the Administrative Board in accordance with §
58 SE Act; – Draft resolutions on agenda items respectively
explanation about agenda item 1, of which no resolution has to be
adopted; – Comparison of articles; – Written report by the
Administrative Board in accordance with §§ 65 para. 1b in conjunction
with 153 para. 4 AktG on the exclusion of subscription rights with in
the authorisation to be adopted with respect to agenda item 7; –
Written report by the Administrative Board in accordance with §§ 170
para. 2 AktG in conjunction with 153 para 4 AktG on the exclusion of
subscription rights within the authorisation to be adopted with
respect to agenda item 8.
In addition the convening notice is available with immediate effect
as well on the website of the Company.
From the 21st day prior to the Annual General Meeting, hence from 10
May 2011, the following will also be made available immediately on
the Company’s website at www.conwert.at, which is registered in the
Commercial Register: – the forms for granting and revoking a power of
attorney in accordance with § 114 AktG.
Rights of shareholders (§ 106 Z 5 AktG): a) Request of agenda items
by shareholders In accordance with § 62 para. 1 SE Act in conjunction
with § 109 AktG, shareholders whose individual or combined
shareholdings equal five percent (5%) of the share capital may
request in writing that additional items be put on the agenda of the
Annual General Meeting and published. “In writing” means a
handwritten signature or an authorised company signature by each
applicant or an e-mail with a qualified electronic signature in
accordance with §4 para. 1 of the Signature Act (SigG). Each agenda
item has to be accompanied by a draft resolution and a justification.
The shareholders must have held shares for at least three months
prior to filing the request.
To prove the stake in the share capital, which is required to
exercise this right, and its duration, a deposit confirmation in
accordance with § 10a AktG is sufficient for shares deposited in a
securities account. This deposit confirmation shall not be older than
seven days at the time it is submitted and shall confirm that the
shareholder or shareholders has/have held the shares for at least
three months before the request for additional agenda items. If the
request for additional agenda items is submitted by several
shareholders, whose combined holdings total a minimum of 5% of the
share capital, the deposit confirmations for all shareholders shall
refer to the same time (date, time). Regarding the requirements for
deposit confirmations, please refer to the details under the item
“Proof of shareholder status”.
The request shall be considered if it is received by the Company at
the latest on the 21st day before the Annual General Meeting, hence
on 10 May 2012, at the address conwert Immobilien Invest SE, 1080
Vienna, Albertgasse 35, by telefax: +43 (0)1 8900 500 71 or in the
pdf-format as an attachment to an e-mail to the e-mail address
anmeldung.conwert@hauptversammlung.at, both Attn. Ms Angela
Schmelzer-Ziringer.
b) Draft resolutions by shareholders In accordance with Art 53 SE-VO
in conjunction with § 110 AktG shareholders whose individual or
combined shareholdings equal one percent (1%) of the share capital
may submit proposals for resolutions to each agenda item and demand
that these proposals, together with the names of the respective
shareholders, a justification and, if applicable, a statement by the
Executive Board or the Administrative Board are made accessible on
the website of the Company. In the case of a proposal regarding the
election of an Administrative Board member the justification shall be
replaced with a statement of the person proposed in accordance with §
46 para. 3 SE Act in conjunction with § 87 para. 2 AktG. In this
statement, the person proposed shall illustrate his/her professional
qualification, professional or comparable functions and all
circumstances which may raise concerns regarding the person’s
impartiality. The draft resolution, but not the justification for it,
must be presented in German.
The text form within the meaning of § 13 para. 2 AktG shall be
sufficient for this shareholder request.
The request shall be considered if it is received by the Company by
the seventh working day prior to the Annual General Meeting, hence by
11 April 2012, at the address conwert Immobilien Invest SE, A-1080
Vienna, Albertgasse 35, Attn. Ms Angela Schmelzer-Ziringer, if the
request is submitted by e-mail with electronic signature in
accordance with § 4 para. 1 SigG – at the address
anmeldung.conwert@hauptversammlung.at, or per fax: +43 (0)1 8900 500
71.
To prove the stake in the share capital, which is required to
exercise this right, a deposit confirmation in accordance with § 10a
AktG is required for shares deposited in a securities account, which
must not be older than seven days at the time it is submitted. If a
draft resolution is submitted by several shareholders, whose combined
holdings total a minimum of 1% of the share capital, the deposit
confirmations for all shareholders shall refer to the same time
(date, time). Regarding the requirements for deposit confirmations,
please refer to the details under the item “Proof of shareholder
status”.
c) Right of information In accordance with Art 53 SE-VO in
conjunction with § 118 AktG each shareholder shall, upon request, be
informed about the Company’s activities as far as they are necessary
for a proper assessment of an agenda item. The right of information
also extends to the legal and business Relationships of the Company
with affiliated companies. If the consolidated financial statements
and group management report are presented at the Annual General
Meeting of a parent company (§ 244 UGB), the right of information
also extends to the position of the group and companies included in
the consolidated financial statements. The information shall comply
with the principles of diligent and accurate accountability and may
be refused if, based on reasonable commercial judgement, it could
cause a substantial disadvantage for the company or an affiliated
company, or if providing such information constitutes an offence.
Information may also be refused as far as it was available, without
interruption, on the website of the Company in the form of question
and answer for a period of at least seven days prior to the beginning
of the Annual General Meeting, hence at least since 24 May 2012, and
this information remains available on the website for a month after
the Annual General Meeting, hence at least until 30 June 2012.
Questions which require longer preparation should be submitted to the
Company in time before the Annual General Meeting in order to ensure
an efficient session. Such questions should be sent to the address
1080 Vienna, Albertgasse 35, Attn. Ms Angela Schmelzer-Ziringer. d)
Proof of shareholder status Shareholders’ rights which are subject to
holding shares during a certain period of time or at a certain point
of time may only be exercised if a deposit confirmation is provided
as proof of shareholder status in the relevant period or for the
relevant point in time in accordance with § 10a AktG.
The deposit confirmation must be issued by a depositary bank which is
domiciled in a member state of the European Economic Area or in a
full member state of the OECD and must contain the following
information (§ 10a para. 2 AktG): – Detail of the issuer:
name/company and address or a code commonly used in dealings between
banks (SWIFT-Code), – Details of the shareholder: name/company,
address, date of birth for natural persons; for legal entities, if
applicable, register and register number under which the legal entity
is registered in the country of origin, – Information regarding
shares: number of shares held by the shareholder, ISIN AT0000697750,
– Deposit number or other description of the depot, – Period or point
of time which the deposit confirmation refers to.
The deposit confirmation is accepted in German or in English. It
shall not be older than seven days at the time it is submitted. In
accordance with item VII. § 20 para. 3 of the articles of
association, text form shall be sufficient for deposit confirmations.
The deposit confirmations must be submitted by SWIFT, GIBAATWGGMS
(Message Type MT598, ISIN AT0000697750 please indicate in the text),
or per post to conwert Immobilien Invest SE, 1080 Vienna, Albertgasse
35, or per fax: +43 (0)1 8900 500 71, Attn. Ms Angela
Schmelzer-Ziringer. They may also be sent in the pdf-format as an
attachment to an e-mail to the e-mail address
anmeldung.conwert@hauptversammlung.at in a timely manner. In this
case the deposit confirmations shall also comply with the legal
requirements in accordance with § 10a AktG. e) Information about the
right of shareholders to present motions at the Annual General
Meeting in accordance with§ 119 AktG Every shareholder is entitled to
present such motions at the Annual General Meeting regarding any item
of the agenda, which do not require prior announcement. The
prerequisite for this is the evidence of the right to participate
pursuant to the convening notice.
The following is pointed out explicitly: Persons to be elected to the
Administrative Board may only be proposed by shareholders whose
combined shareholdings amount to at least 1% of share capital. Such
proposals must be submitted to the Company at the latest on the
seventh working day prior to the Annual General Meeting, hence at the
latest on 21 May 2012, in the above-mentioned way under article b).
Each proposal for election must be accompanied by a statement in
accordance with § 46 para. 3 SE Act in conjunction with § 87 para. 2
AktG by the person proposed for election regarding his/her
qualification, professional or comparable functions as well as all
circumstances which may raise concern regarding a bias of this
person.
Right to participate and record date (§ 106 Z 6 and 7 AktG):
In accordance with Art 53 SE-VO in conjunction with § 111 para. 1
AktG the right to participate in the Annual General Meeting and to
exercise the rights which are to be exercised at the Annual General
Meeting is conditional on the shareholdings at the end of the tenth
day prior to the Annual General Meeting (record date), hence on
21 May 2012, 24:00.
Only persons who are shareholders on this record date and provide
evidence of it are entitled to participate in the Annual General
Meeting.
A deposit confirmation according to § 10a AktG is sufficient as
evidence of shareholdings on the record date in the case of bearer
shares deposited in a securities account. This confirmation must be
submitted to the Company at the latest on the third working day prior
to the Annual General Meeting, hence at the latest on 25 May 2012,
and may not be older than seven days at the time it is provided to
the Company. In accordance with Art. VII. § 20 Para. 3 of the
articles of association, the deposit confirmation must be issued by a
bank where the shares are deposited and which is domiciled in a
member state of the European Economic Area or a full member state of
the OECD and must contain the information stipulated by § 10a para. 2
AktG. Text form is sufficient for the deposit confirmation. Deposit
confirmations are accepted in German and English.
For bearer shares that are not deposited in a securities account, a
written confirmation by a notary public, which must be received by
the Company at the latest on the third working day prior to the
Annual General Meeting, hence at the latest 25 May 2012, shall
suffice.
The deposit confirmations and written confirmations of a notary
public for bearer shares that are not deposited must be submitted by
means of SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750,
please indicate in the text), or per post to conwert Immobilien
Invest SE, 1080 Vienna, Albertgasse 35, or per fax, +43 (0)1 8900 500
71, Attn. Ms Angela Schmelzer-Ziringer. They may also be sent in the
pdf-format as an attachment to an e-mail to the e-mail address
anmeldung.conwert@hauptversammlung.at in a timely manner. In this
case the deposit confirmations shall also comply with the legal
requirements in accordance with § 10a AktG.
Representation by proxy (§ 106 Z 8 AktG):
All shareholders entitled to participate in the Annual General
Meeting have the right to appoint a natural or legal person as a
representative (proxy) who attends the Annual General Meeting on
behalf of the shareholder and has the same rights as the shareholder
he/she represents. The Company itself or a member of the
Administrative Board or the Executive Board may only exercise the
voting right as a proxy insofar as the shareholder has given a
specific instruction regarding the exercise of the voting right
regarding the individual agenda items. The power of attorney (proxy)
must be granted to a specific person. The power of attorney must be
granted at least in text form in accordance with § 13 para. 2 AktG;
revoking the power of attorney also requires text form. The forms
provided on the Company’s website at www.conwert.at can be used for
granting or revoking the power of attorney. It is not mandatory to
use these forms to grant or revoke a power of attorney. The power of
attorney or its revocation must be submitted to and kept by the
Company. We kindly ask to present the power of attorney or its
revocation either at the registration of the Annual General Meeting
or to send it in advance per post to conwert Immobilien Invest SE,
1080 Vienna, Albertgasse 35, or per fax, +43 (0)1 8900 500 71, or in
the pdf-format as an attachment to an e-mail to the e-mail address
anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela
Schmelzer-Ziringer. In case of the latter three forms of
communication (per post, fax or e-mail), the power of attorney or its
revocation must be received by the Company by 30 May 2012, 12:00,
Vienna time.
If a shareholder has granted his depository bank a power of attorney,
it shall suffice if this bank, in addition to the deposit
confirmation, declares in a statement that it has been granted power
of attorney. The depository bank can submit these statements by
SWIFT, GIBAATWGGMS (please indicate in the text Message Type MT598,
ISIN AT0000697750) or per post to conwert Immobilien Invest SE, 1080
Vienna, Albertgasse 35, per fax, +43 (0)1 8900 500 71, or in the
pdf-format as an attachment to an e-mail to the e-mail address
anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela
Schmelzer-Ziringer; in any case, the statement must be received by
the company by 30 May 2012, 12:00, local time Vienna.
It is pointed out to the shareholders that they also have to meet the
requirements to participate in an Annual General Meeting as described
under “Right to participate and record date (§ 106 Z 6 and 7 AktG)”
when they give a power of attorney to a representative.
Total number of shares and voting rights at the time the Annual
General Meeting was convened (§ 106 (9) AktG, § 83 para. 2 (1) Stock
Exchange Act (BörseG)):
At the time the Annual General Meeting was convened the share capital
of the Company amounted to EUR 853,592,730.00 and is split into
85,359,273 no-par shares, each of which has an equal share in the
share capital. Each no-par share grants the right to one vote at the
Annual General Meeting. As of 30 April 2012, close of trading at the
Vienna Stock Exchange the Company owned 3,863,964 treasury shares,
which do not grant voting rights so that currently 81,495,309 voting
rights exist taking into account these treasury shares.
In order to ensure smooth registration procedures shareholders are
requested to arrive at the location of the Annual General Meeting in
time before its beginning. The Company reserves the right to check
the identity of persons attending the Annual General Meeting. Should
it not be possible to determine the identity of a person, admission
may be refused. We therefore ask participants to bring an official
identity document (e.g. passport, driver’s license) to the meeting.
Shareholders will be admitted to collect voting cards starting at
9:00 a.m., Vienna time.
Vienna, May 2012
The Administrative Board
Further inquiry note:
Clemens Billek
conwert Immobilien Invest SE,
T +43 / 1 / 521 45-700,
E cwi@conwert.at
end of announcement euro adhoc
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issuer: conwert Immobilien Invest SE
Albertgasse 35
A-1080 Wien
phone: 52145-0
FAX: 52145-111
mail: cwi@conwert.at
WWW: http://www.conwert.at
sector: Real Estate
ISIN: AT0000697750
indexes: WBI, ATX
stockmarkets: official market: Wien
language: English