Raport.

BUWOG AG (18/18) BUWOG AG: Invitation to the 4th Ordinary Shareholders' Meeting

Podstawa prawna: We hereby invite our shareholders to the 4th ordinary shareholders' meeting of BUWOG AG with its registered office in Vienna, FN 349794 d, to take place on 17 October 2017 at 11:00 a.m. CET/CEST (Vienna local time) at Wiener Stadthalle, Hall F, Roland Rainer Platz 1, AT-1150 Vienna, Austria.

Lista plików:

  • Załącznik nr: 1

    Pobierz plik
    English translation of the German original version for convenience only. The German original version shall prevail.

    page 1 of 7

    BUWOG AG

    Invitation to
    the 4th Ordinary Shareholders’ Meeting


    We hereby i nvite our shareholders t o the 4th ordinary shareholders ’ meeting of
    BUWOG AG with its registered office in Vienna, FN 349794 d , to take place on
    17 October 201 7 at 11:00 a.m. CET/ CEST (Vienna local t ime) at Wiener Stadthalle,
    Hall F, Roland Rainer Platz 1, AT -1150 Vienna , Austria.

    A. Agenda (Section 106 item 3 Austrian Stock Corporation Act)

    1. Presentation of the adopted annual financial statements including the management
    report, the consolidated corporate governance report, the consolidated financial
    statements including the group management report, the proposal for the
    appropriation of the balance sheet profit and the report of the supervisory board on
    the business year 201 6/201 7.
    2. Resolution on the appropriation of the balance sheet profit stated in the financial
    state ments for the business year 201 6/201 7.
    3. Resolution on the approval of the actions of the members of the executive board
    for the business year 201 6/201 7.
    4. Resolution on th e approval of the actions of the members of the supervisory board
    for the business year 201 6/201 7.
    5. Resolution on the remuneration of the supervisory board members for the business
    year 201 6/201 7.
    6. Election of the auditor for the individual and consolidated financial state ments for
    the business year 201 7/201 8.
    7. Election to the supervisory board.
    8. Resolution on the revocation of the authorisation of the executive board to increase
    the share capital (authorized capital) in the unused amount in connection with a
    new authorisation of the executive board to increase the share capital pursuant to
    Section 169 Austrian Stock Corporation Act (authorized capital) against
    contributions in cash and/or in kind and authorisation of the executive board to
    exclude the shareho lders’ subscription rights as well as related amendments to the
    Articles of Association .
    9. Resolution on the revocation of the authorisation of the executive board to issue
    convertible bonds in the unused amount in connection with a new authorisation of
    the executive board to issue convertible bonds and exclusion of the shareholders’
    subscription rights as well as conditional capital and related amendments to the
    Articles of Association .


    English translation of the Germ an original version for convenience only. The German original version shall prevail.

    page 2 of 7


    10. Resolution on authorisations of the executive board for the repurchase a nd sale of
    treasury shares , also other than via the stock exchange or via a public offering, also
    with an authorisation of the executive board to exclude the shareholders´ rights to
    a pro -rata disposal of their shares as well as to a pro -rata purchase of s hares
    (exclusion of subscription rights) and authorisation of the executive board to
    cancel treasury shares.
    11. Resolution on the amendment of the Articles of Association .

    B. Provision of information (Section 106 item 4 Austrian Stock Corporation Act)

    In accor dance with Section 108 Austrian Stock Corporation Act the following
    documents will be published on the company’s website ( www.buwog.com ) from the 21 st
    day prior to the date of the ordinary share holders’ meeting, hence from 26 September
    201 7:
     Notice conveni ng the shareholders’ meeting
     Motions for resolutions of the executive board and the supervisory board and
    nominations of the supervisory board
     Annual financial statements an d management report for the 201 6/201 7 business
    year
     Consolidated annual financial s tatements and group management report for the
    201 6/201 7 business year
     Consolidated c orporat e governance report for the 201 6/201 7 business year
     Proposal for appropriation of the balance sheet profit
     Report by the supervisory board to the shareholders’ meeti ng according to
    section 96 Austrian Stock Corporation Act
     Declaration by the candidate proposed by the supervisory board for election to the
    supervisory board in accordance with section 87 para 2 Austrian Stock Corporation
    Act
     Report by the executive board on the justification of the exclusion of subscription
    rights concerning agenda item 8 (authorisation of the executive board to increase
    the share capital pursuant to Section 169 Austrian Stock Corporation Act )
     Report by the executive board on the justific ation of the exclusion of subscription
    rights concerning agenda item 9 (authorisation of the executive board to issue
    convertible bonds )
     Report by the executive board on the justification of the exclusion of subscription
    rights concerning agenda item 10 (authorisation of the executive board for the
    repurchase and sale of treasury shares)
     Comparison of the Articles of Association


    English translation of the Germ an original version for convenience only. The German original version shall prevail.

    page 3 of 7


     Forms regarding granting of power of attorney (proxy) (granting, revocation and
    instructions), also for the proxy representatives named by the company
    (M r. Michael Knap and Erste Group Bank AG )

    C. Information regarding shareholders’ rights (Section 106 item 5 Austrian
    Stock Corporation Act)

    1. Request of agenda items by shareholders (Section 109 Austrian Stock
    Corporation Act)
    Shareholde rs who have been holding, individually or cumulatively, five percent of the
    ordinary share capital of the company for a period of at least three months prior to the
    filing of the request may demand in writing that items shall be put on the agenda of the
    sh areholders’ meeting and shall be publis hed. Each such agenda item has to be
    accompanied by a motion and a rationale.
    The requesting shareholder has to confirm its shareholding. In case of bearer shares held
    on securities accounts a depository confirmation in accordance with section 10a Austrian
    Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued
    by a credit institution with its registered office in a member state of the European
    Economic Area or in a full member state of the OECD. The depository confirmation
    shall not be dated more than seven days prior to the date of submission and shall confirm
    that the shareholder has been holding the shares throughout a period of at least three
    months prior to the filing of the request . In case of several shareholders who only
    cumulatively reach the required shareholding of five percent of the ordinary share
    capital, depository confirmations for all shareholders must refer to the same point in time
    (date, time).
    Regarding further requir ed content of the depository confirmation it is referred to the
    information for participating in the shareholder s’ meeting (point D).
    The written request for additional agenda items together with the confirmation of
    shareholding described above must be rec eived by the company on the 21 st day pri or to
    the date of the ordinary s hareholders’ meeting, hence on 26 September 201 7 at the latest
    at its business address AT -1130 Vienna , Hietzinger Kai 131 .

    2. Motions by shareholders (Section 110 Austrian Stock Corporat ion Act)
    Shareholders whose shareholdings, individually or cumulatively, equal or exceed one
    percent of the ordinary share capital of the company may file for each item of the agenda
    a motion in text form (in writing, no signature required) with the compan y and demand
    that these motions together with the names of the filing shareholders, their rationales
    which are to be attached and, if applicable, comments by the executive or the
    supervisory board thereto shall be made available on the website of th e compa ny
    (www.buwog.com ). In case of a motion for election of a supervisory board member the
    declaration by the proposed candidate in accordance with section 87 para 2 Austrian
    Stock Corporation Act substitutes the rationale.


    English translation of the Germ an original version for convenience only. The German original version shall prevail.

    page 4 of 7


    The requesting shareholder has to confirm its shareholding. In case of bearer shares held
    on securities accounts a depository confirmation in accordance with Section 10a
    Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shal l
    be issued by a credit institution with its registered office in a member state of the
    European Economic Area or in a full member state of the OECD. The depository
    confirmation shall not be dated more than seven days prior to the date of submission. In
    ca se of several shareholders who only cumulatively reach the required shareholding of
    one percent of the ordinary share capital, depository confirmations for all shareholders
    must refer to the same point in time (date, time).
    Regarding the further required c ontent of the depository confirmation it is referred to the
    information for participating in the shareholder s’ meeting (point D).
    The motion together with the confirmation of shareholding described above must be
    received on the 7 th business day prior to th e date of the ordinary shareholders’ meeting,
    hence on 06 October 201 7 at the latest,
     via e -mail to the address : [email protected] , or
     via mail, courier service or personally delivered at its business address at AT -1130
    Vienna , Hietzinger Kai 131 , or
     via facsimile under the fax number +43 (0) 1 87828 -5888 .

    3. Right of information (Section 118 Austrian Stock Corporation Act)
    Each shareholder shall, upon request, be informed at the shareholders’ meeting regarding
    the company’s affairs as far as necessa ry for a proper judgement in respect of items of
    the agenda. The information right also relates to the company’s legal and commercial
    relationships to its affiliated companies.
    Providing the information may be re jected as far as
    1. providing the information could, subject to reasonable business judgement, cause
    significant damage to the company or to an affiliate company , or
    2. providing the information would constitute an offence.
    Questions requiring a certain preparation time to answer may, in the interest of an
    efficient session, be submitted to the company in text form (in writing, no signature
    required) prior to the shareholders’ meeting in a timely manner.
    These questions may be conveyed to the company
     via e -mail to the address : [email protected] buwog .co m, or
     via mail, courier service or personally delivered at its business address at AT -11 30
    Vienna , Hietzinger Kai 131, or
     per facsimile under the fax number +43 (0) 1 87828 -5888 .



    English translation of the Germ an original version for convenience only. The German original version shall prevail.

    page 5 of 7


    D. Record date and prerequisites for participation in the shareholders’ meetin g
    (Section 106 item 6 and item 7 Austrian Stock Corporation Act):
    For t he right to participate in the shareholders’ meeting and to exercise shareholder
    rights shares of the company must be held at the end of the tenth day prior to the
    shareholders’ meeting (record date), this is 07 October 201 7 (Saturday ), 24:00
    (midnight ) CET/CEST (Vienna local time).
    Only such persons are entitled to participate in the shareholders’ meeting who are
    shareholders at the end of the record date and confirm this vis -à-vis the company.
    In the case of bearer shares held on securities accounts a depository confirmation in
    acco rdance with s ection 10a Austrian Stock Corporation Act shall be sufficient for the
    confirmation of the shareholding. Such depository confirmation shall be i ssued by a
    credit institution with its registered office in a member state of the European Economic
    Area or in a full member state of the OECD.
    The depository confirmation must contain the following details (Section 10a para 2
    Austrian Stock Corporation Ac t):
     Details of the issuer: name (company name), address or a standard code used in
    communications between credit institutions
     Details of the shareholder: name/company, address, in case of natural persons the
    date of birth and in case of legal persons the r egister and registration number (if
    applicable)
     Details of the shares: number of the shares held by the shareholder, the class of
    shares or the international securities identification number
     Securities account number or other identification
     Confirmation that the depository confirmation refers to the balance of the
    securities account as of 07 October 201 7, 24:00 ( midnight ) CET/CEST (Vienna
    local time).
    The depository confirmation may be issued in German or English.
    The depository confirmation must be receive d on the third business day prior to the
    shareholders’ meeting, hence on 12 October 201 7, 24:00 ( midnight ) CET/CEST (Vienna
    local time) at the latest
     as document signed by officers representing the issuing credit institution via mail
    or courier service at the address HV -Veranstaltungsservice GmbH, Köppel 60,
    AT -8242 St. Lorenzen am Wechsel ;
     per e -mail to the address: [email protected]at (depository
    confirmation as a PDF -attachment including a qualified electronic signature under
    the terms of section 4 para 1 Digital Signature Act ( Signatur - und
    Vertrauensdienstegesetz );
     per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification
    of the ISIN AT00 BUWOG 00 1 is necessary) .


    English translation of the Germ an original version for convenience only. The German original version shall prevail.

    page 6 of 7


    Also in advance in text form:
     per facsimile under the fax numbe r + 43 (0) 1 8900 -50097 ;
     per e -mail to the address: [email protected] (depository
    confirmation as pdf -document attached to the e -mail) .
    Credit institutions are kindly asked to send depository confirmations collectively in the
    form of a li st.
    Access to the shareholders’ meeting
    Conveyance of the depository confirmation is deemed as registration for participation in
    the shareholders’ meeting. The shareholde rs or their representatives are requested to
    present an official photo identification (driving licence, passport, identity card) at the
    entrance for identity verification purposes . For your time planning please take into
    consideration the number of expected participants an d the common security controls .
    Pick up of voting cards starts at 10: 00 a.m.

    E. Appointment of a representative (proxy holder) (Section 106 item 8 Austrian
    Stock Corpor ation Act)
    According to s ection 113 Austrian Stock Corporation Act each shareholder, who is
    entitled to participate in the shareholders’ meeting has the right to appoint a natural or
    legal person as its representative (proxy holder). The proxy holder participates in the
    shareholders’ meeting on behalf of the shareholder and has the same rights as the
    shareholder it represents. Each proxy shall clearly specify th e proxy holder by name. The
    shareholder is not restricted regarding number and choice of proxy holders, however, the
    company itself or members of the executive board or supervisory board may only
    exercise voting right insofar as the shareholder has issued explicit voting instruction s.
    The power of attorney (proxy) shall be granted to a specific person. Powers of attorney
    (proxies) as well as their revocations shall be issued in tex t form (written, no signature
    required).
    A shareholder may grant power of att orney (proxy) to the credit institution where the
    shares are held on a securities account. In such case, in addition to the depository
    confirmation, it is sufficient that the credit institution confirms to the company, in a
    permitted way (see above), that it has been granted power of attorney (proxy); in such
    case the power of attorney (proxy) does not need to be conveyed to the company
    separately.
    An issued power of attorney (proxy) may be revoked by the shareholder. The revocation
    shall only be effective after receipt by the company.
    Declarations on the issuing of power of attorney (proxy) and respective revocations can
    be conveyed to the company solely via the following ways:
     via mail or courier service at the address HV -Veran staltungsservice GmbH,
    Köppe l 60, AT -8242 St. Lorenzen am Wechsel ;
     per facsimile under the fax number + 43 (0) 1 8900 -50097 ;


    English translation of the Germ an original version for convenience only. The German original version shall prevail.

    page 7 of 7


     via e -mail to the address: [email protected] (as scanned
    PDF -document attached to the e -mail);
     personally delivered at the entrance to the shareholders’ meeting ;
     by credit institutions according to Section 114 para 1 Austrian Stock Corporation
    Act per SWIFT to the address GIBAATWGGMS, Message Type MT598
    (specification of the ISIN AT00 BUWOG 00 1 is necessary) .
    The power of attorney (proxy) or a revocation shall be received by 04:00 p.m.
    CET/CEST (Vienna local time) on the day preceding the day of the shareholders’
    meeting (hence on 16 October 201 7). After this point in time the power of attorney
    (proxy) or a revoc ation shal l be personally delivered on the date of the shareholders’
    meeting at the meeting venue during registration.
    Also M r. Michael Knap and Erste Group Bank AG are available to the shareholders as
    proxy holders in order to exercise their voting rights in the sh areholders’ meeting.
    Declarations on the issuing of power of attorney (proxy) may be conveyed either to
    Mr. Michael Knap , Erste Group Bank AG or in one of the above mentioned ways .
    The company has provided forms for granting of a power of attorney (proxy) on its
    website ( www. buwog .com ). In order to facilitate the administration of the powers of
    attorney (proxies) shareholders are kindly asked to use the forms provided on the
    website.

    F. Total number of shares and voting rights (Section 106 item 9 Austrian St ock
    Corporation Act)
    As at the date of the notice convening the shareholders’ meeting the company has issued
    112 ,245 ,164 non -par value bearer shares whereby each share grants one vote. The
    company and its subsidiaries do not hold any sh ares of the company as of today, so that
    112 ,245 ,164 voting rights can be exercised at present.

    Vienna , September 201 7

    The Executive Board of BUWOG AG

    International Securities Identification Number (ISIN)
    AT0 0BUWOG001


    Treść w podglądzie może zawierać błędy powstałe podczas konwersji plików pdf.

Źródło: strona internetowa spółki, relacje inwestorskie, raporty bieżące i okresowe.

Oceń raport:


Pozytywny

Neutralny

Negatywny


WSZYSTKIE KOMUNIKATY SPÓŁKI
Informacje o spółce
Nazwa:
ISIN:
NIP:
EKD:
Adres:
Telefon:
Komentarze o spółce
2018-10-15 11-10-05
iGPW
Nikt jeszcze nie skomentował tej spółki,
możesz być pierwszy.
Odpowiedzialność
prawna

Zgłoś moderatorowi
Copyright © 2017 iGPW
PiriBit Sebastian Urbański
ul. Okopowa 113/19 p.1
91-849 Łódź
NIP: 888-28-35-649