Shareholders' meeting according to article 107 section 3 AktG
CA Immobilien Anlagen AG: Convocation of the 37th Annual General Meeting
Wien (pta006/04.04.2024/07:45 UTC+2)
CA IMMOBILIEN ANLAGEN AKTIENGESELLSCHAFT
Vienna
FN 75895k
ISIN AT0000641352 (Bearer Shares)
ISIN AT0000641345 (Registered Shares)
Convocation of the 37th Annual General Meeting
on Thursday, 2 May 2024, at 10:00am (Vienna time)
in 1010 Vienna, Strauchgasse 4 (Palais Ferstel)
We invite our shareholders to the 37th Annual General Meeting of CA Immobilien Anlagen AG to be held on Thursday, 2 May 2024, at 10:00am (Vienna time), at 1010 Vienna, Strauchgasse 4.
I. AGENDA
- Presentation of the adopted Annual Financial Statements and Consolidated Financial Statements as of 31 December 2023 together with the Management Reports, the Corporate Governance Report, the proposal of appropriation of profit and the Supervisory Board Report for the 2023 financial year.
- Resolution appropriating the net profit recognized in the Annual Financial Statements for the 2023 financial year.
- Resolution discharging the members of the Management Board for the 2023 financial year.
- Resolution discharging the members of the Supervisory Board for the 2023 financial year.
- Resolution on the remuneration of the Supervisory Board for the 2023 financial year.
- Appointment of the auditor and Group auditor for the 2024 financial year.
- Resolution on the remuneration report for the 2023 financial year.
- Election to the Supervisory Board.
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING
In particular, the following documents will be made available on the Company's website at http://www.caimmo.com/en/investor-relations/ordinary-general-meeting/ by 11 April 2024 at the latest:
- the documents listed in agenda item 1;
- the proposals for resolutions of the Management Board and the Supervisory Board concerning agenda items 2 to 8;
- the declaration of the candidate for the election to the Supervisory Board (section 87 para 2 Austrian Stock Corporation Act (AktG)) together with the curriculum vitae concerning agenda item 8;
- the transparency information according to section 270 para 1a UGB (Austrian Commercial Code) concerning agenda item 6;
- the remuneration report concerning agenda item 7;
- data protection information;
- the full text of this announcement and this convocation;
- the forms for granting and revoking proxy incl. instructions pursuant to section 114 Austrian Stock Corporation Act (AktG) (also by the Company-nominated proxy Dkfm. Florian Beckermann);
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement to participate in the Annual General Meeting and to exercise the voting right and other shareholder rights assertable at this Annual General Meeting is determined pursuant to section 111 Austrian Stock Corporation Act (AktG) by the share ownership at the end of 22 April 2024, 24:00 hours Vienna time (record date). Only those who are shareholders on this record date and provide proof of this to the Company are entitled to participate in this General Meeting.
For bearer shares, evidence of share ownership on the record date must be issued by way of a deposit confirmation according to section 10a Austrian Stock Corporation Act (AktG). Pursuant to section 111 para 2 Austrian Stock Corporation Act (AktG), such confirmation must be received by the Company no later than 26 April 2024 signed by officers representing the issuing credit institution, exclusively at one of the following addresses:
via mail or courier service at the address:
CA Immobilien Anlagen AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel
by fax: +43 (0)1 8900 500 50
by e-mail: anmeldung.caimmo@hauptversammlung.at (simple e-mail; deposit confirmation as PDF, JPG, TXT or TIF)
by SWIFT: GIBAATWGGMS
Message Type MT598 or MT599; please indicate ISIN AT0000641352 in the wording.
Without a deposit receipt duly received by the company, shareholders or their proxies cannot be admitted to the Annual General Meeting.
Deposit confirmation according to section 10a Austrian Stock Corporation Act (AktG)
The deposit confirmation must 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, and 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 in case of a natural person, name of register and registration number in case of a legal entity;
- information on the shares: number of shares held by the shareholder and (in case of several share categories) the name of the share category or the internationally accepted security identification number; and
- custody account number or other identifier of the securities account.
The deposit confirmation must be received in either German or English. The deposit confirmation must not be older than seven days at the time of the submission and must refer to April 22, 2024, 24:00 Vienna time.
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 on 26 April 2024, 24 hours Vienna time at the latest, shall be entitled to participate in the Annual General Meeting:
via mail or courier service at the address:
CA Immobilien Anlagen AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel
by fax: +43 (0)1 8900 500 50
by e-mail: anmeldung.caimmo@hauptversammlung.at (as a scanned attachment: TIF, PDF, etc.)
by SWIFT: GIBAATWGGMS
Message Type MT598 or MT599; please indicate ISIN AT0000641345 in the wording.
Registrations must be received in German or English.
In the case of registered shares, the entry in the share ledger on the record date is decisive; no separate evidence needs to be provided by the shareholder.
Registration to the Annual General Meeting or submission of deposit confirmation does not block shareholders from their right to freely dispose of their shares. Shareholders are requested to contact their custodian bank in good time to arrange for the issue and transmission of a deposit confirmation.
IV. ADMISSION TO THE ANNUAL GENERAL MEETING
For admission to the Annual General Meeting please bring your registration confirmation to attend the Annual General Meeting or your power of attorney (proxy) if applicable, and a generally accepted and valid identity document bearing a photograph. In order to facilitate efficient admission procedures, shareholders are asked to arrive at the venue in good time before the start of the Annual General Meeting. The Company keeps the right to check the identity of any person who is present at the meeting. Should an identity check not be feasible, entrance may be denied. Hence, participants are invited to bring an official identification document (e.g. passport, identity card or driving license) for the purposes of an identity check. Doors open at 9:00am (Vienna time) for the collection of voting cards.
V. REPRESENTATION BY PROXY
Each shareholder entitled to participate in the Annual General Meeting is entitled to appoint a proxy (representative) to attend the Annual General Meeting in his name and to exercise the same rights as the represented shareholder. The proxy must be granted to one or more specific persons (natural person or legal entity) that is specified by name in the proxy form. The Company or any member of the management board or the supervisory board may only exercise the voting rights as a proxy if a shareholder issues an explicit instruction regarding the exercise of the voting rights with respect to specified agenda items. The proxy needs to be issued in text form pursuant to section 13 para 2 Austrian Stock Corporation Act (AktG); a revocation needs to be issued in text form as well. The proxy form must be received by the Company exclusively at one of the following addresses:
via mail or courier service at the address:
CA Immobilien Anlagen AG, HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel
by fax: +43 (0)1 8900 500 50
by e-mail: anmeldung.caimmo@hauptversammlung.at (as a scanned attachment: TIF, PDF, etc.)
by SWIFT: GIBAATWGGMS
Message Type MT598 or MT599; please indicate in the wording in case of bearer shares ISIN AT0000641352 and in the case of registered shares ISIN AT0000641345.
by hand: upon registering for the Annual General Meeting at the venue
Proxy forms and forms for revoking proxy will be sent on request and can be downloaded from the Company's website under http://www.caimmo.com/en/investor-relations/ordinary-general-meeting/.
The proxy and its potential revocation need to be submitted to the Company and has to be stored by the latter. If the proxy form is not physically provided at the registration for the Annual General Meeting, it must be received by the Company by 4:00pm Vienna time on 30. April 2024 at the latest.
Shareholders are advised that they must also fulfill the requirements for participation as described in point III (Record date and requirements for participation in the Annual General Meeting) when granting a proxy. In particular, shareholders must also apply for a deposit confirmation from their depositary bank when granting a proxy. If a shareholder has granted proxy to his custodian financial institution, such institution, in addition to issuing a deposit confirmation, may declare that it has been granted proxy. The explanation concerning the submission of deposit confirmations shall apply mutatis mutandis to the issuance of such a declaration.
Mr. Florian Beckermann (Austrian Shareholders' Association (IVA – Interessenverband für Anleger)), 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent proxy for exercising their voting right at the Annual General Meeting. A special proxy form for this purpose can be downloaded from the Company's website. Shareholders can also contact Mr. Beckermann directly by calling +43 (0)1 8763343-30, by fax at +43 (0)1 8763343-39 or by e-mail at beckermann.caimmo@hauptversammlung.at.
The preceding provisions concerning the granting of proxy apply mutatis mutandis to the revoking of such proxy.
VI. GUIDANCE CONCERNING SHAREHOLDERS' RIGHTS ACCORDING TO SECTIONS 109, 110 AND 118 AUSTRIAN STOCK CORPORATION ACT (AKTG)
1. Addition of items to the agenda
Shareholders whose interests individually or collectively total at least 5% of the share capital and who have held the relevant shares for at least three months prior to their request, may request in writing that items are added to the agenda of this Annual General Meeting and are announced. "In writing" means personal signature or corporate signature by every applicant or, if the proposal is submitted by e-mail, the use of a qualified electronic signature. Each additional agenda item submitted must be accompanied by a motion for a resolution (in any case also in German language) and reasoning. Pursuant to section 109 Austrian Stock Corporation Act (AktG) such a request is only considered if received by the Company in writing by no later than 11 April 2024 addressed exclusively to CA Immobilien Anlagen Aktiengesellschaft, 1030 Vienna, Mechelgasse 1, Corporate Office Department, Christoph Thurnberger. For bearer shares, shareholding may be evidenced by a deposit confirmation according to section 10a Austrian Stock Corporation Act (AktG) (for the requirements for these, see above under point III (Record Date and Requirements for the Participation in the Annual General Meeting)), confirming that the proposing shareholder has continuously held the shares for at least three months before submitting the request; such receipt not being older than seven days when presented to the Company. Several deposit confirmations concerning shares, which only together constitute a shareholding of 5%, must refer to the same point in time (day, hour). In the case of registered shares, the entry in the share ledger is decisive; no separate evidence is required to be provided by the shareholder.
2. Shareholders' motions for resolutions
Shareholders whose interests individually or collectively total at least 1% of the share capital may submit motions for resolutions concerning any item of the agenda in text form (pursuant to section 13 para 2 Austrian Stock Corporation Act (AktG)), and can request that such motions, together with the names of the relevant shareholders, the reasoning that are to be attached and any comments of the Management Board or Supervisory Board, be published on the Company's website. The motion, but not its reason, must be written in German.
Pursuant to section 110 Austrian Stock Corporation Act (AktG), such a request is only considered if received by the Company in text form on 22 April 2024 at the latest
via mail, courier service or personally delivered at its business address:
CA Immobilien Anlagen Aktiengesellschaft, Corporate Office Department,
Christoph Thurnberger, Mechelgasse 1, 1030 Vienna
by fax: +43 (0)1 8900 500 50; or
by e-mail: anmeldung.caimmo@hauptversammlung.at, whereas the request is to be attached to the e-mail in text form, as a PDF file for example.
If the proposal concerns the election of a member of the Supervisory Board, the reasoning is replaced by the declaration of the nominee according to section 87 para 2 Austrian Stock Corporation Act (AktG). Proposals for the election of a Supervisory Board member, including the declarations pursuant to Section 87 para 2 Austrian Stock Corporation Act (AktG) for each proposed person, must be received by the company in text form no later than April 22, 2024 and made available on the Company's website on April 24, 2024, otherwise the person concerned will not be included in the vote.
For bearer shares, shareholding may be evidenced by a deposit confirmation according to section 10a Austrian Stock Corporation Act (AktG), such receipt not being older than seven days when presented to the Company (for the requirements for a deposit confirmation, see point III above (Record date and requirements for the participation in the Annual General Meeting)). Several deposit confirmations concerning shares, which only together constitute a shareholding of 1%, must refer to the same point in time (day, hour). In the case of registered shares, the entry in the share ledger is decisive; no separate evidence is required to be provided by the shareholder.
3. Right to information during the Annual General Meeting
In the Annual General Meeting, each shareholder is entitled to request information concerning the affairs of the Company, the Group and the companies included in the consolidated financial statements to the extent necessary to properly evaluate an agenda item.
Information may be denied to the extent that, according to sound business judgement, it may significantly prejudice the Company or an affiliated enterprise, or if disclosure would constitute a criminal offence.
Questions, the response to which require longer preparation time, shall be submitted, for the sake of an efficient meeting, in good time before the Annual General Meeting
via mail, courier service or personally delivered at its business address:
CA Immobilien Anlagen Aktiengesellschaft, Corporate Office Department,
Christoph Thurnberger, Mechelgasse 1, 1030 Vienna
by fax: +43 (0)1 8900 500 50
by e-mail: anmeldung.caimmo@hauptversammlung.at.
The Chairman of the General Meeting will structure the course of the General Meeting in terms of time and in particular announce a specific time by which questions can be asked.
A prerequisite for the exercise of the shareholders' right to information is the proof of the right to participate according to point III. of this convocation.
4. Shareholders' right to vote, submit motions and raise objections at the Annual General Meeting
Every shareholder – irrespective of a specific shareholding – is entitled to submit motions, issue voting instructions or make objections to the minutes for each agenda item through his special proxy.
VII. TOTAL NUMBER OF SHARES AND VOTES
At the date of convening the Annual General Meeting, the Company's share capital totals 774,229,017.02 euros and is divided into 106,496,426 no-par shares, consisting of 106,496,422 bearer shares and four registered shares whereby each share grants one vote. At the time of convening the Annual General Meeting, the Company holds 8,780,037 treasury shares, for which voting rights are dormant (section 65 para 5 Austrian Stock Corporation Act (AktG)). Thus, the total number of votes is 97,716,389.
VIII. INFORMATION ON DATA PROTECTION
CA Immobilien Anlagen Aktiengesellschaft processes the personal data of its shareholders (including, but not limited to, those pursuant to sec. 10a para 2 of the Austrian Stock Corporation Act (AktG), i.e. name, address, date of birth, securities deposit number, number of shares held by the shareholder, class of shares where applicable, voting card number and, where applicable, name and date of birth of the proxy or proxies) on the basis of the applicable data privacy provisions, including, without being limited to, the EU General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, to enable the shareholders to exercise their rights at the Annual General Meeting. Information on the processing of personal data of participants of the Annual General Meeting is available at https://www.caimmo.com/en/data-protection-declaration/ or https://www.caimmo.com/en/investor-relations/ordinary-general-meeting/.
Vienna, April 2024
The Management Board
(end)
Emitter: |
CA Immobilien Anlagen AG Mechelgasse 1 1030 Wien Austria |
|
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Contact Person: | Christoph Thurnberger | |
Phone: | +43 1 532 5907 504 | |
E-Mail: | christoph.thurnberger@caimmo.com | |
Website: | www.caimmo.com | |
ISIN(s): | AT0000641352 (Share) | |
Stock Exchange(s): | Vienna Stock Exchange (Official Trade) |