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BWT AG

EANS-General Meeting: BWT Aktiengesellschaft
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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BWT Aktiengesellschaft, Walter-Simmer-Str. 4, 5310 Mondsee, Austria
Commercial Register no. FN 96162 s, ISIN AT0000737705

Invitation

The shareholders of our Company shall hereby be invited to the 22nd  Annual
General Meeting on Thursday, 24 May 2012, 11.00 a.m. in the premises of
Technisches Museum Wien, Mariahilfer Straße 212, 1140 Vienna

Agenda:

1. Presentation of the approved financial statements 2011 including the notes
and the management report, the report of the Supervisory Board, the corporate
governance report as well as presentation of the approved consolidated financial
statements 2011 and the consolidated management report.
2. Resolution on dividend distribution.
3. Resolution on the formal approval of the acts of the members of the
Management Board for the business year 2011.
4. Resolution on the formal approval of the acts of the members of the
Supervisory Board for the business year 2011.
5. Resolution on the remuneration of the members of the Supervisory Board.
6. Appointment of the auditor for the business year 2012.
7. Resolution authorizing the Board to repurchase or possibly cancel own shares
up to 10% of the share capital for a period of 24 months from the date of the
resolution in accordance with the provisions of the Companies Act and the Stock
Exchange Act of § 65 paragraph 1, item. 8 and paragraph 1a and 1b AktG.  The
authorization may be executed wholly or partially, or in several installments,
and in pursuit of one or more purposes by the Company through a subsidiary (§
228 para 3 UGB) or on its behalf by third parties. Trading in own shares is
excluded as the purpose of acquisition.
8. Resolution authorizing the Board for a period of 24 months from the date of
the resolution to decide on the sale of own shares, other than the stock
exchange or a public offering, excluding the subscription rights of
shareholders, pursuant to § 65 paragraph 1b AktG. The board´s decision needs the
approval of the Supervisory Board.
9. Resolution on the renewal of the expiring authorization of the Board
regarding an authorized capital and the confirmation of the statute in § 4, para
3) that this should remain in the future as follows:
"§ 4 The Board is authorized to increase, within 5 years of entry of such
decision in the company register the share capital of the Company with the
consent of the Supervisory Board by up to
EUR 8,916,500, - through the issuance of 8.9165 million shares of new bearer
shares with a minimum issue price of 100% in cash or in kind to EUR 26,750,000,
- with or without the exclusion of subscription rights for existing
shareholders. The Board may exercise this authorization in whole or in multiple
steps and set the price and the terms of issue in consultation with the
Supervisory Board. In particular, the Board is authorized to decide in terms of
the total authorized capital with the approval of the Supervisory Board on the
exclusion of subscription rights. The Supervisory Board is authorized to change
the Articles of Association resulting from the issuance of shares from
authorized capital."  

Documentation for the Annual General Meeting
As of 3 May 2012 latest, the documentation, including the financial statements
and the notes, the management report, the report of the Supervisory Board, the
corporate governance report, the consolidated financial statements and the
consolidated management report, as well as the proposed resolutions of the
Management Board and the Supervisory Board, and report of the board regarding
topics 7, 8 and 9 in accordance with section 153 paragraph 4 in connection with
section 65, paragraph 1b of the Stock Corporation Act are presented in the
premises of the Company at Walter-Simmer-Str. 4, 5310 Mondsee in accordance with
section 108, paragraph 3 of the Stock Corporation Act. As of 3 May 2012 latest,
such documentation, the complete wording of this invitation  as well as the form
for granting or revoking a proxy for the Annual General Meeting (section 114 of
the Stock Corporation Act) shall be available free of charge on the Company´s
website at
http://www.bwt-group.com/en/investor/corporate-governance/Pages/General-meeting.aspx. 
Such information shall be permanently available on the website one month after
the Annual General Meeting.

Right to participate - record date and safe custody receipt
The right to participate in the Annual General Meeting and to exercise the
shareholders´ rights to be asserted in connection with the Annual General
Meeting is in accordance with the shareholding on the record date, i.e. at the
end of the 10th day before the date of the Annual General Meeting, in this case
midnight CET 14 May 2012. Only persons who are shareholders on the record date
and provide evidence therefor shall be entitled to participate in the Annual
General Meeting. In case of deposited bearer shares, a safe custody receipt in
accordance with section 10a of the Stock Corporation Act shall suffice as
evidence for the capacity as a shareholder, to be received by the Company (c/o
HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2443 Stotzing (Burgenland)) no
later than 21 May 2012. 
The safe custody receipt must contain the following information: 
1. the issuer, stating the name (company) and address or a standard code used in
communications between credit institutions; 
2. the shareholder, stating the name (company) and address; for natural persons,
his/her date of birth; for legal persons, the register and number under which
the legal person is registered in its country of origin, where applicable; 
3. the number of the depository, or another description; 
4. the number, and where necessary, the nominal amount of the shares of the
holder, as well as a description of the class of share, if various classes of
shares are held, or the International Securities Identification Number [ISIN]; 
5. the time or period of time to which the safe custody receipt refers.
The safe custody receipt must be issued by the depositary bank headquartered in
a state which must be either a member state of the European Economic Area or a
full member of the OECD and must include at least the data stipulated by section
10a of the Stock Corporation Act. Information concerning the entity issuing the
receipt: Name/corporate name and address. Information concerning the
shareholder: Name/corporate name, address, date of birth for natural persons,
and where applicable commercial register and commercial registration number.
Information concerning the shares: Number of shares held by shareholder, safe
custody number, inter alia any other relevant description, and date in relation
to which the safe custody receipt has been issued. The safe custody receipt
shall be accepted in German and in English and must be in writing
(signature/company signature).

The transmission of the safe custody receipts via an internationally used
specifically secured communication network of the banks shall be excluded in
accordance with section 262, paragraph 20 of the Stock Corporation Act.
Therefore, the safe custody receipts shall be sent exclusively via mail to
HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2443 Stotzing (Burgenland),
Austria, via fax at +43 (0) 1 - 8900 500 - 84 or via e-mail to 
anmeldung.bwt@hauptversammlung.at. An electronic transmission (e-mail) shall
only be admissible if a qualified electronic signature in accordance with
section 4 of the Signature Act is used.
We would like to point out that the shareholders will not be barred once they
register for the Annual General Meeting or sent a safe custody receipt, i.e. the
shareholders may continue to freely dispose of their shares, even after they
register for the Annual General Meeting or sent a safe custody receipt.

Instructions on the rights of the shareholders in accordance with section 106,
no. 5 of the Stock Corporation Act
In accordance with section 109 of the Stock Corporation Act shareholders, whose
shares together account for 5 % of the registered capital, may request in
writing that items are added to the agenda and announced. A proposed resolution
and reasons therefor must accompany each item on the agenda applied for. The
applicants must hold the shares for at least three months before filing their
application. Such application in writing must be received by the Company no
later than on the 21st day before the Annual General Meeting, i.e. 3 May 2012,
exclusively at the address: BWT Aktiengesellschaft, Walter-Simmer-Str. 4, A-5310
Mondsee, Austria, via fax +43 (0) 6232 5011 1191. An electronic transmission
(e-mail) shall only be admissible if a qualified electronic signature in
accordance with section 4 of the Signature Act is used; for this purpose, the
exclusive e-mail address to be used is:  hauptversammlung@bwt-group.com.

In accordance with section 110 of the Stock Corporation Act, shareholders whose
shares together account for 1 % of the registered capital may propose
resolutions in writing regarding each item on the agenda to the Company and
request that such proposals are made available on the website of the Company
together with the names of the relevant shareholders, the accompanying reasons
and a statement of the Management Board or the Supervisory Board, if any. In
case of a proposal for the election of a Supervisory Board member, the statement
of the proposed person in accordance with section 87, paragraph 2 of the Stock
Corporation Act shall replace the reasons. Such application in writing must be
received by the Company no later than on the 7th working day before the Annual
General Meeting, i.e. 14 May 2012, exclusively at the address: BWT
Aktiengesellschaft, Walter-Simmer-Str. 4, A-5310 Mondsee, Austria, via fax +43
(0) 6232 5011 1191 or via e-mail:  hauptversammlung@bwt-group.com.
Shareholders' rights in accordance with sections 109 and 110 of the Stock
Corporation Act may only be exercised if the capacity as shareholder is
evidenced. For deposited bearer shares, the presentation of a safe custody
receipt shall suffice as evidence in accordance with section 10a of the Stock
Corporation Act, which may not be older than seven days at the time it is
presented to the Company. As to the other requirements for the safe custody
receipt reference is made to the statements above. In case of interim
certificates, the Company shall check whether the shareholder is entered in the
register of shareholders as of the record date.
In accordance with section 118 of the Stock Corporation Act and upon request,
each shareholder is entitled to receive information on the matters of the
Company during the Annual General Meeting, to the extent such information is
necessary for the proper evaluation of an item on the agenda. The duty to
furnish information covers the legal and business relationships of the Company
with an affiliated company. The information may be withheld to the extent it may
cause a material negative impact to the Company or affiliated company according
to reasonable entrepreneurial evaluation or in case disclosure of such
information is illegal. Information may also be withheld if such information was
continuously available on the Company´s website in a question and answer format
for at least seven days before the beginning of the Annual General Meeting. The
reason for withholding the information must be stated.

In accordance with section 119 of the Stock Corporation Act, each shareholder,
the Management Board and the Supervisory Board shall be entitled to file
applications for each item on the agenda in the Annual General Meeting. No
resolution may be passed on a negotiation topic that was not properly announced
as an item on the agenda. No announcement is required for resolutions on an
application for the convention of a General Meeting made in the meeting and for
negotiations without resolution. A proposed resolution announced on the website
of the Company in accordance with section 110 of the Stock Corporation Act shall
only be put to the vote if such proposal is reiterated in the Meeting as a
application.
Please visit our Company´s website at
http://www.bwt-group.com/en/investor/corporate-governance/
Pages/General-meeting.aspx for further information on shareholders´ rights in
accordance with sections 109, 110, 118 and 119 of the Stock Corporation Act.

Representation by proxy
Each shareholder entitled to participate in the Annual General Meeting has the
right to appoint an individual or a legal entity as proxy, who participates in
the Annual General Meeting in the name of the shareholder and who has the same
rights as the shareholder. The Company or a member of the Management Board and
the Supervisory Board may only exercise the voting right in the capacity of
proxy to the extent the shareholders gave explicit instructions concerning the
individual items on the agenda.
The proxy must be granted in writing; a revocation must also be in writing. The
form for the granting of the proxy and/or its revocation is available free of
charge on the website of the Company at
http://www.bwt-group.com/en/investor/corporate-governance/
Pages/General-meeting.aspx sent to you upon request. The proxy and/or its
revocation may either be delivered during the General Meeting or sent to the
Company (c/o HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2243 Stotzing
(Burgenland), via fax +43 (0) 1 8900 500 - 84 or e-mail to 
an-meldung.bwt@hauptversammlung.at (scanned attachment TIF, PDF, or else),
whereas when using such forms of communication, the proxy and/or its revocation
must be received by the Company no later than 23 May 2012, 1 p.m. CET.  

In case a shareholder granted proxy to his/her depositary bank, it shall suffice
if such bank declares that it has proxy, in addition to the presentation of the
safe custody receipt. The transmission of such statement via an internationally
used specifically secured communication network of the banks shall be excluded
in accordance with section 262, paragraph 20 of the Stock Corporation Act; the
transmission shall be effected via the means of communication stipulated above
in connection with the safe custody receipt.
In order to avoid any delays at the entrance checks shareholders and/or their
proxies will be asked to present themselves in due time before the start of the
Annual General meeting and to present an official photo identification (driver´s
licence, passport, identification card) for an identity check at the entrance to
the General Meeting. Voting cards may be collected starting from 10.00 a.m.
onwards.

In accordance with section 106 no. 9 of the Stock Corporation Act and section
83, paragraph 2, no. 1 of the Stock Exchange Act, we would like to announce that
the Company´s registered capital is divided into 17,833,500 no-par shares made
out to the bearer.

Each no-par share holds one vote. As at April 17, 2012 BWT Aktiengesellschaft
holds 1,039,339 own shares. The Company derives no rights therefrom. Therefore,
as at April 17, 2012, the total number of participating and voting shares is
16,794,161.

Mondsee, April 2012

The Management Board


Further inquiry note:
BWT Aktiengesellschaft
Mag. Ralf Burchert
 
ralf.burchert@bwt-group.com
Tel.: 06232/5011-1113

end of announcement                               euro adhoc 
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issuer:      BWT Aktiengesellschaft
             Walter-Simmer-Str. 4
             A-5310 Mondsee
phone:       06232/5011-0
FAX:         06232/4058
mail:         office@bwt.at
WWW:      www.bwt-group.com
sector:      Water Supply
ISIN:        AT0000737705
indexes:     ATX Prime
stockmarkets: official market: Wien 
language:   English

Original content of: BWT AG, transmitted by news aktuell

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