AI assistant
CPI Europe AG — AGM Information 2012
Sep 7, 2012
Preview isn't available for this file type.
Download source fileIMMOFINANZ AG / Announcement of the Convening of the General Meeting
IMMOFINANZ AG: Invitation to the 19th Ordinary Shareholders' Meeting
Announcement of the Convening of the General Meeting, transmitted by DGAP
- a company of EquityStory AG. The issuer is solely responsible for the
content of this announcement.
IMMOFINANZ AG
Invitation to the 19th Ordinary Shareholders' Meeting
We hereby invite our shareholders to the 19th ordinary shareholders'
meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425 y,
to take place on 05 October 2012 at 11:00 a.m. CET/CEST (Vienna local time)
at Austria Center Vienna, Bruno-Kreisky-Platz 1, AT-1220 Vienna, Austria.
A. Agenda (Section 106 item 3 Austrian Stock Corporation Act)
-
Presentation of the adopted annual financial statements including the
management report, the 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 2011/2012. -
Resolution on the appropriation of the balance sheet profit stated in
the financial statements for the business year 2011/2012. -
Resolution on the approval of the actions of the members of the
executive board for the business year 2011/2012. -
Resolution on the approval of the actions of the members of the
supervisory board for the business year 2011/2012. -
Resolution on the remuneration of the supervisory board members for the
business year 2011/2012. -
Election of the auditor for the individual and consolidated financial
statements for the business year 2012/2013. -
Elections to the supervisory board.
-
Resolution on amendments of the Articles of Association, in particular
amendments pursuant to the Austrian Corporate Law Amendment Act 2011
(Gesellschaftsrechtsänderungsgesetz 2011). -
Authorisation of the executive board in relation to the repurchase and
sale of treasury shares
Report of the executive board regarding treasury shares and resolutions on
the authorisation of the executive board to repurchase treasury shares and
to dispose of treasury shares other than via the stock exchange or via a
public offering, also combined with an authorisation of the executive
board, with the consent of the supervisory board, to exclude the
shareholders' rights to a pro-rata disposal of their shares as well as to a
pro-rata purchase of shares and the authorisation of the executive board,
with the consent of the supervisory board, to cancel treasury shares.
B. Provision of information (Section 106 item 4 Austrian Stock Corporation
Act)
In accordance with Section 108 Austrian Stock Corporation Act the following
documents will be published on the company's website (www.immofinanz.com)
from the 21st day prior to the date of the ordinary shareholders' meeting,
hence from 14 September 2012:
-
Notice convening the shareholders' meeting
-
Motions by the executive board and the supervisory board for each
agenda item -
Declaration by the candidate proposed by the supervisory board for
election for the supervisory board in accordance with section 87 para 2
Austrian Stock Corporation Act -
Annual financial statements and management report for the 2011/2012
business year -
Consolidated annual financial statements and group management report
for the 2011/2012 business year -
Corporate governance report for the 2011/2012 business year
-
Proposal for appropriation of the balance sheet profit
-
Report by the supervisory board to the shareholders' meeting according
to section 96 Austrian Stock Corporation Act -
Report of the executive board on the justification of the exclusion of
subscription right concerning agenda item 9 (authorisation for the
repurchase and sale of treasury shares) -
Forms regarding granting of power of attorney (proxy) (granting,
revocation and instructions), also for the proxy representatives named
by the company (Mr. Wilhelm Rasinger, Mr. Michael Knap and SEMPER
CONSTANTIA PRIVATBANK AKTIENGESELLSCHAFT).
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)
Shareholders 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 shareholders' meeting and
shall be published. 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 required 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 received by the
company on the 21st day prior to the date of the ordinary shareholders'
meeting, hence on 14 September 2012 at the latest at its business address
AT-1100 Vienna, Wienerbergstraße 11.
2. Motions by shareholders (Section 110 Austrian Stock Corporation
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 company 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 the company
(www.immofinanz.com). In case of a proposal for election of a member of the
supervisory board the declaration of the person proposed according to
section 87 para 2 Austrian Stock Corporation Act must be attached to the
proposal for election.
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. In case 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 content 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 7th business day prior to the date of the ordinary
shareholders' meeting, hence on 26 September 2012 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-1100 Vienna, Wienerbergstraße 11, or -
via facsimile under the fax number +43 (0) 1 88090-8915
- 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 necessary 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 rejected as far as
-
providing the information could, subject to reasonable business
judgement, cause significant damage to the company or to an affiliate
company, or -
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], or
-
via mail, courier service or personally delivered at its business
address at AT-1100 Vienna, Wienerbergstraße 11, or -
per facsimile under the fax number + 43 (0) 1 88090-8915..
D. Record date and prerequisites for participation in the shareholders'
meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):
For the 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 25
September 2012 (Tuesday), 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 accordance with section 10a Austrian Stock Corporation Act
shall be sufficient for the confirmation of the shareholding. 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 must contain the following details (Section 10a
para 2 Austrian Stock Corporation Act):
-
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 register 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 25 September 2012, 24:00 (midnight)
CET/CEST (Vienna local time).
The depository confirmation may be issued in German or English.
The depository confirmation must be received on the third business day
prior to the shareholders' meeting, hence on 02 October 2012, 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, AT-2443 Stotzing, Waldgasse 9, or -
per facsimile under the fax number + 43 (0) 1 8900-50089 or
-
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 list.
For the current ordinary shareholders' meeting and until further notice
depository confirmations shall not be conveyed via an internationally
accepted, specifically secured, communication network operated by credit
institutions, whose participants can be exactly identified (e.g. SWIFT)
(Section 262 para 20 Austrian Stock Corporation Act).
Access to the shareholders' meeting
Conveyance of the depository confirmation is deemed as registration for
participation in the shareholders' meeting. The shareholders 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 and 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 Corporation Act)
According to section 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 the 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 instructions.
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 text
form (written, no signature required).
A shareholder may grant power of attorney (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.
For the current shareholders' meeting and until further notice the
confirmation by a credit institution that power of attorney (proxy) has
been granted as well as a respective revocation (Section 114 para 1
Austrian Stock Corporation Act) shall not be conveyed via an
internationally accepted, specifically secured, communication network
operated by credit institutions, whose participants can be exactly
identified (e.g. SWIFT) (Section 262 para 20 Austrian Stock Corporation
Act).
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-Veranstaltungsservice
GmbH, AT-2443 Stotzing, Waldgasse 9; -
per facsimile under the fax number + 43 (0) 1 8900-50089;
-
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.
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 04 October 2012). After this point in time
the power of attorney (proxy) or a revocation shall be personally delivered
on the date of the shareholders' meeting at the meeting venue during
registration.
Also Mr. Wilhelm Rasinger, Mr. Michael Knap and SEMPER CONSTANTIA
PRIVATBANK AKTIENGESELLSCHAFT are available to the shareholders as proxy
holders in order to exercise their voting rights in the shareholders'
meeting. Please note that Mr. Michael Knap in his capacity as member of the
supervisory board is only entitled to vote as proxy if explicit voting
instructions are given.
Declarations on the issuing of power of attorney (proxy) may be conveyed
either to Mr. Wilhelm Rasinger, Mr. Michael Knap and SEMPER CONSTANTIA
PRIVATBANK 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.immofinanz.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.
- Total number of shares and voting rights (Section 106 item 9 Austrian
Stock Corporation Act)
As at the date of the notice convening the shareholders' meeting the
company has issued 1,140,479,102 non-par value bearer shares whereby each
share grants one vote. The company and its subsidiaries together hold
104,421,683 non-par-value bearer shares of the company as of today. Voting
rights with respect of these shares shall not be exercised (Section 65 para
5 Austrian Stock Corporation Act). Hence 1,036,057,419 voting rights can be
exercised at present.
Vienna, 07 September 2012
The Executive Board of IMMOFINANZ AG
International Securities Identification Number (ISIN)
AT0000809058
07.09.2012 DGAP’s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 11
1100 Wien
Austria
Phone: +43 (0) 1 88090 - 2291
Fax: +43 (0) 1 88090 - 8291
E-mail: [email protected]
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Wien (Amtlicher Handel / Official Market)
End of Announcement DGAP News-Service