Shareholders' meeting according to article 107 section 3 AktG
CA Immobilien Anlagen AG: Invitation to General Meeting
Vienna
(pta005/14.04.2010/06:30 UTC+2)
CA IMMOBILIEN ANLAGEN AKTIENGESELLSCHAFT
Vienna
FN 75895k
ISIN AT0000641352
Invitation to General Meeting
We hereby invite our shareholders to the 23rd Ordinary General Meeting of CA Immobilien Anlagen Aktiengesellschaft, which is to be held at 5 pm on 12 May 2010 in the saloon Olympia Mancini, Hotel Savoyen Vienna, 1030 Vienna, Rennweg 16.
Agenda
1. Presentation of the adopted annual financial statements, consolidated financial statements, management report and Group management report in each case as of 31 December 2009, together with the report of the Supervisory Board and the corporate governance report
2. Resolution appropriating the net profit
3. Resolution discharging the members of the Management Board for the 2009 financial year
4. Resolution discharging the members of the Supervisory Board for the 2009 financial year
5. Resolution on the remuneration of the Supervisory Board for the 2009 financial year
6. Appointment of the auditor of the financial statements and auditor of the consolidated financial statements for the 2010 financial year
7. Resolution on rewording the authorisation of the Management Board to acquire treasury shares:
a. The General Meeting authorises the Management Board according to Article 65 Section 1 No. 8 AktG to acquire the company's own non-par shares, within the maximum legal limit in each case, for a period of 30 months from the date of the resolution. The lowest amount payable on repurchase is not to be less than 30 % and not to exceed 10 % of the average unweighted price at the close of the market on the ten trading days preceding the repurchase. The Management Board can elect to make the acquisition either on the stock exchange, or by way of a public offering, or in another lawful, expedient way.
b. The Management Board shall be further authorised with the approval of the Supervisory Board,
- to use treasury shares to service convertible bonds issued on the basis of the resolution of the General Meeting of 13 May 2008;
- to use treasury shares as consideration for the acquisition of enterprises, businesses or parts thereof, or shares of one or more companies, at home or abroad;
- at any time to sell same according to Article 65 Section 1b of the Stock Corporation Act on the stock exchange or by way of a public offering and to determine the conditions of the sale;
- for a period of five years from the date of the resolution, to resell the treasury shares without excluding the general purchase opportunity or partly or entirely excluding the general purchase opportunity, by any lawful means, including off the exchange;
- to reduce the company's share capital according to Article 65 Section 1 No. 8 last sentence in connection with Article 192 of the Stock Corporation Act by calling in the treasury shares without a further resolution of the General Meeting, whereas the Supervisory Board shall be entitled to adopt by resolution amendments to the Articles of Association arising from the calling-in of shares.
This authorisation replaces the authorisation to acquire treasury shares adopted by resolution of the General Meeting of 13 May 2008.
8. Resolution concerning the revision of the Articles of Association to reflect the amended statutory provisions, in particular such amendments arising from the Stock Corporation Law Amendment Act 2009 (AktRÄG 2009) and the Company Law Amendment Act 2008 (URÄG 2008), whereas the revisions shall be made in Article 6 (Share capital and shares), Articles 10, 12 and 15 (Supervisory Board) and Articles 17-20, and by deleting Article 22 (Annual General Meeting), and Article 24 (Annual financial statements and distribution of profits), and by renumbering the existing Articles 23-27
Documents for the General Meeting
The following documents will be available for inspection by the shareholders during normal business hours on the premises of the company's headquarters at 1030 Vienna, Mechelgasse 1, Investor Relations Department, at the latest from the 21st day preceding the General Meeting, therefore at the latest from 21 April 2010:
* Annual financial statements with management report
* Corporate governance report
* Consolidated financial statements with Group management report
* Proposal on the appropriation of profit
* Report of the Supervisory Board
in each case for the 2009 financial year
* Motions for resolutions concerning agenda items 2 to 8
* Reports of the Management Board concerning agenda item 7
The forenamed documents, the full text of this invitation and the forms for granting and revoking proxy will be accessible on the internet at www.caimmoag.com/en/investor_relations/ordinary_shareholders_
meeting/ at the latest from the 21st day preceding the General Meeting, therefore at the latest from 21 April 2010, and will also be available at the General Meeting. Upon request, each shareholder shall be sent a copy of the forenamed documents without undue delay and free of charge.
Guidance concerning shareholders' rights according to Article 109, 110 and 118 of the Stock Corporation Act (AktG)
Shareholders whose interests collectively total 5 % of the share capital, who have held the relevant shares for at least three months, can request in writing that items be added to the agenda of this General Meeting and be announced, provided that such a written request is received by the company, exclusively at the address 1030 Vienna, Mechelgasse 1, Investor Relations, by no later than the 21st day preceding the General Meeting, therefore by no later than 21 April 2010. For bearer shares deposited with a custodian, evidence of qualification as a shareholder shall be furnished simply by a deposit receipt according to Section 10a AktG, confirming that the proposing shareholder has held the shares for at least three months before submitting the request, whereas such receipt shall not be more than seven days old when presented to the company. The other requirements to be satisfied by the deposit receipt are set forth in the remarks concerning the eligibility to attend.
Shareholders whose interests collectively total 1 % of the share capital can submit motions for resolutions, together with grounds, concerning any item of the agenda in text form, and can request that such motions, together with grounds, be posted on the company's website, provided that such a request in text form is received by the company, either by post to CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna, or by fax to +43 (0)1 532 59 07-595, or by e-mail to ir@caimmoag.com, by no later than the 7th working day preceding the General Meeting, therefore by no later than 3 May 2010, whereas the request is to be attached to the e-mail in text form, as a PDF file for example. For bearer shares deposited with a custodian, evidence of qualification as a shareholder entitled to exercise this right shall be furnished simply by presentation of a deposit receipt according to Section 10a AktG, whereas such receipt shall not be more than seven days old when presented to the company. The other requirements to be satisfied by the deposit receipt are set forth in the remarks concerning the eligibility to attend.
In the case of registered shares, the entry in the share ledger shall be the determining factor, so that no separate evidence is to be furnished by the shareholder.
In the General Meeting, each shareholder is entitled on request to obtain information concerning the affairs of the company to the extent necessary to evaluate an agenda item properly.
In view of changes to the Stock Corporation Act arising from the Stock Corporation Law Amendment Act 2009, the provisions of our company's Articles of Association concerning the convening of the General Meeting, the depositing of shares for the duration of the General Meeting, and the entitlement to attend the General Meeting shall not apply.
Further information on shareholders' rights, in particular according to Articles 109, 110 and 118 AktG, is available with immediate effect on the company's website at www.caimmoag.com/en/investor_relations/ordinary_shareholders_meeting/.
Record date and attendance of the General Meeting
The entitlement to attend the General Meeting and to exercise the voting right and other shareholder rights assertible within the framework of the General Meeting is determined by the share ownership as of midnight on the 10th day preceding the General Meeting, therefore at midnight CET on 2 May 2010 (record date).
For bearer shares deposited with a custodian, evidence of share ownership on the record date shall be furnished simply by way of a deposit receipt according to Article 10a AktG, whereas such receipt must be received by the company no later than on the 3rd working day preceding the General Meeting therefore by no later than 7 May 2010, exclusively at the following address:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, +43 (0)1 532 59 07-595
Deposit receipts cannot be transmitted by SWIFT (Article 262 Section 20 AktG).
Deposit receipt according to Article 10a of the Stock Corporation Act (AktG)
The deposit receipt is to be issued by the custodian financial institution having its seat in a member state of the European Economic Area or in a full member state of the OECD, whereas the receipt shall contain the following information:
* Information on the issuer: name/company name and address or a code conventionally used in transactions between financial institutions (SWIFT code)
* Information on the shareholder: name/company name, address, date of birth if a natural person, if applicable name of register and registration number if a legal entity
* Information on the shares: number of shares held by the shareholder (if par shares), also the par value and (in case of several share categories) the name of the share category or the internationally accepted security identification number
* Custody account number or other identifier
* Time to which the deposit receipt refers
The deposit receipt furnishing evidence of share ownership and the entitlement to attend the General Meeting must refer to the forenamed record date, therefore to 2 May 2010.
The deposit receipt shall be accepted in either German or English.
Registered shares
As regards registered shares, only shareholders whose registration in text form is received by the company exclusively at one of the following addresses by no later than the 3rd working day preceding the General Meeting, therefore by no later than 7 May 2010, shall be entitled to attend the General Meeting:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, +43 (0)1 532 59 07-595
Registrations shall be accepted in German or English.
The shares of shareholders registering for the General Meeting or presenting a deposit receipt shall not be blocked, so that shareholders can still freely dispose of their shares even after registering or presenting a deposit receipt.
Representation by proxy
Each shareholder entitled to attend the General Meeting is entitled to appoint a proxy to attend the General Meeting in his name, whereas the proxy shall dispose of the rights held by the shareholder he is representing.
The proxy must be granted to a specific person (natural person or legal entity) in text form, whereas several persons can be granted proxy.
The proxy form must be received by the company exclusively at one of the following addresses:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, +43 (0)1 532 59 07-595
By e-mail: ir@caimmoag.com, whereas the notification is to be attached to the e-mail in text form, as a PDF file for example
By hand: Upon registering for the General Meeting at the venue
A proxy form will be sent on request. It can also be downloaded from the company's website at www.caimmoag.com/en/investor_relations/ordinary_shareholders_meeting/.
If the proxy form is not presented by hand when registering on the day of the General Meeting, it must be received by the company by no later than 4 pm CET on 11 May 2010.
If a shareholder has granted proxy to his custodian financial institution, such institution, in addition to issuing a deposit receipt, can simply declare that it has been granted proxy. The remarks concerning the presentation of deposit receipts shall apply mutatis mutandis to the furnishing of such a declaration.
As a special service a representative of the "Interessensverband für Anleger" (IVA, Austrian Association of Investors), 1130 Wien, Feldmühlgasse 22, is available to shareholders as an independent proxy for exercising their voting right at the Annual General Meeting. A special proxy form may be downloaded at the Company's website at www.caimmoag.com/en/investor_relations/ordinary_shareholders_meeting/. Shareholders may also contact Dr. Michael Knap of the IVA directly by calling +43 (0)1 8763343-0, by fax at +43 (0)1 8763343-49 or by e-mail michael.knap@iva.or.at.
The preceding provisions concerning the granting of proxy apply mutatis mutandis to the revoking of such proxy.
Total number of shares and votes
At the time of the convening of the General Meeting, the company's share capital totals EUR 634,370,022 and is divided into 87,258,600 no-par shares, consisting of 87,258,596 bearer shares and four registered shares. Each share carries one vote; the total number of votes is 87,258,600.
The shareholders and proxies can be asked, upon entering the General Meeting, to prove their identity by showing a generally accepted valid identity document bearing a photograph, such as a passport or driving licence. In order to facilitate efficient admission procedures, shareholders are asked to arrive at the venue in good time before the start of the General Meeting. Doors open for the collection of voting cards at 4 pm.
Vienna, April 2010
The Management Board
(end)
Emitter: |
CA Immobilien Anlagen AG Mechelgasse 1 1030 Wien Austria |
|
---|---|---|
Contact Person: | Mag. Claudia Hainz | |
Phone: | (+431) 532 59 07 - 502 | |
E-Mail: | hainz@caimmoag.com | |
Website: | www.caimmoag.com | |
ISIN(s): | AT0000641352 (Share) | |
Stock Exchange(s): | Vienna Stock Exchange (Official Trade) |