EANS-General Meeting: BWT Aktiengesellschaft
Invitation to the General Meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 von: BWT AG, übermittelt durch news aktuell