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CPI Europe AG — AGM Information 2017
May 4, 2017
746_rns_2017-05-04_b9d7f838-ccfa-4351-94cf-6cd4e543ca19.pdf
AGM Information
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DGAP-News: IMMOFINANZAG/Announcement of the Convening of theGeneral Meeting
04.05.2017 / 13:20
Announcement of the Convening of theGeneral Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.
We herebyinvite our shareholders to the 24 th ordinaryshareholders' meeting of IMMOFINANZAGwith its registered office in Vienna, FN 114425y, to take place on 01 June 2017 at 10:00 a.m.CEST(Vienna local time) atAustria Center Vienna, Bruno-Kreisky-Platz1,AT-1220 Vienna,Austria.
A.Agenda (Section106 item3 AustrianStock CorporationAct)
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- 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 supervisoryboard on the abbreviated business year 2016.
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- Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2016.
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- Resolution on the approval of the actions of the members of the executive board for the abbreviated business year 2016.
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- Resolution on the approval of the actions of the members of the supervisoryboard for the abbreviated business year 2016.
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- Resolution on the remuneration of the supervisoryboard members for the abbreviated business year 2016.
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- Election of the auditor for the individual and consolidated financial statements for the business year 2017.
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- Resolution on authorisations of the executive board for the repurchase and sale of treasuryshares. Report of the executive board regarding treasuryshares and resolutions on the authorisation of the executive board to repurchase treasuryshares and to dispose of treasuryshares other than via the stock exchange or via a public offering, also with an authorisation of the executive board,with the consent of the supervisoryboard, 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 supervisoryboard, to cancel treasuryshares.
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- Resolution on the amendment of theArticles ofAssociation.
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- Resolution upon the approval of a settlementwith the former member of the executive board Mr. Karl Petrikovics according to section 84 para 4 sentence 3Austrian StockCorporationAct.
B. Provisionof information(Section106 item4 AustrianStock CorporationAct)
In accordance with section 108Austrian StockCorporationAct the following documents will be published on the company's website (www.immofinanz.com) from the 21 st dayprior to the date of the ordinaryshareholders' meeting, hence from 11 May2017:
- Notice convening the shareholders' meeting
- Motions bythe executive board and the supervisoryboard for each agenda item
- Annual financial statements and management report for the abbreviated business year 2016
- Consolidated annual financial statements and group management report for the abbreviated business year 2016
- Consolidated Corporate governance report for the abbreviated business year 2016
- Proposal for appropriation of the balance sheet profit
- Report bythe supervisoryboard to the shareholders' meeting according to section 96Austrian StockCorporationAct
- Report bythe executive board on the justification of the exclusion of subscription rights concerning agenda item 7 (authorisation for the repurchase and sale of treasuryshares)
- Comparison of theArticles ofAssociation
- Statement of lawoffice Foglar-Deinhardstein KGregarding agenda item 9
- Forms regarding granting of power of attorney(proxy) (granting, revocation and instructions), also for the proxyrepresentatives named bythe company(Mr. Wilhelm Rasinger and Mr. Michael Knap).
C. Informationregardingshareholders' rights (Section106 item5 AustrianStock CorporationAct)
1.Request of agenda items byshareholders (Section109 AustrianStock CorporationAct)
Shareholders who have been holding, individuallyor cumulatively, five percent of the ordinaryshare capital of the companyfor a period of at least three months prior to the filing of the request maydemand 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 bya motion and a rationale.
The requesting shareholder has to confirm his shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with section 10aAustrian StockCorporationAct shall be sufficient. Such depositoryconfirmation shall be issued bya credit institution with its registered office in a member state of the European EconomicArea or in a full member state of the OECD. The depositoryconfirmation 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 onlycumulativelyreach the required shareholding of five percent of the ordinaryshare capital, depositoryconfirmations for all shareholders must refer to the same point in time (date, time).
Regarding further required content of the depositoryconfirmation it is referred to the information for participating in the shareholders' meeting (pointD).
The written request for additional agenda items together with the confirmation of shareholding described above must be received bythe companyon the 21 st dayprior to the date of the ordinaryshareholders' meeting, hence on 11 May2017 at the latest at its business address AT-1100 Vienna, Wienerbergstraße 11.
2. Motions byshareholders (Section110 AustrianStock CorporationAct)
Shareholders whose shareholdings, individuallyor cumulatively, equal or exceed one percent of the ordinaryshare capital of the company mayfile for each item of the agenda a motion in text form (in writing, no signature required) with the companyand demand that these motions together with the names of the filing shareholders, their rationales which are to be attached and, if applicable, comments bythe executive or the supervisoryboard thereto shall be made available on the website of the company(www.immofinanz.com). In case of a motion for election of a supervisoryboard member the declaration bythe proposed candidate in accordance with section 87 para 2 Austrian StockCorporationAct substitutes the rationale.
The requesting shareholder has to confirm his shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10aAustrian StockCorporationAct shall be sufficient. Such depositoryconfirmation shall be issued bya credit institution with its registered office in a member state of the European EconomicArea or in a full member state of the OECD. The depositoryconfirmation shall not be dated more than seven days prior to the date of submission. In case of several shareholders who onlycumulativelyreach the required shareholding of one percent of the ordinaryshare capital, depositoryconfirmations for all shareholders must refer to the same point in time (date, time).
Regarding further required content of the depositoryconfirmation it is referred to the information for participating in the shareholders' meeting (pointD).
The motion together with the confirmation of shareholding described above must be received on the 7 th business dayprior to the date of the ordinaryshareholders' meeting, hence on 22 May2017 at the latest,
- via e-mail to the address: [email protected], or
- via mail, courier service or personallydelivered at its business address atAT-1100 Vienna, Wienerbergstraße 11, or
- via facsimile under the faxnumber +43 (0) 1 88090-8915.
3.Right of information(Section118 AustrianStock CorporationAct)
Each shareholder shall, upon request, be informed at the shareholders' meeting regarding the company's affairs as far as necessaryfor 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.
The information maybe rejected as far as
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- providing the information could, subject to reasonable business judgement, cause significant damage to the companyor to an affiliate company, or
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- 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 companyin text form (in writing, no signature required) prior to the shareholders' meeting in a timelymanner. These questions maybe conveyed to the company
- via e-mail to the address: [email protected], or
- via mail, courier service or personallydelivered at its business address atAT-1100 Vienna, Wienerbergstraße 11, or
- via facsimile under the faxnumber + 43 (0) 1 88090-8915.
D.Recorddate andprerequisites for participationinthe shareholders' meeting(Section106 item6 anditem7 AustrianStock CorporationAct):
For the right to participate in the shareholders' meeting and to exercise shareholder rights, shares of the companymust be held at the end of the tenthdayprior tothe shareholders' meeting(recorddate), this is 22 May2017 (Monday), 24:00 (midnight) CEST(Vienna local time).
Onlysuch 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 depositoryconfirmation in accordance with section 10aAustrian Stock CorporationAct shall be sufficient for the confirmation of the shareholding. Such depositoryconfirmation shall be issued bya credit institution with its registered office in a member state of the European EconomicArea or in a full member state of theOECD. The depositoryconfirmation must contain the following details (Section 10a para 2Austrian StockCorporationAct):
- Details of the issuer: name (companyname), 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 bythe shareholder, the class of shares or the international securities identification number
- Securities account number or other identification
- Declaration that the depositoryconfirmation refers to the balance of the securities account as of 22 May2017, 24:00 (midnight) CEST(Vienna local time).
The depositoryconfirmation maybe issued inGerman or English.
The depositoryconfirmation must be received on the third business dayprior to the shareholders' meeting, hence on 29 May2017, 24:00 (midnight) CEST(Vienna local time) at the latest
- as document signed byofficers representing the issuing credit institution via mail or courier service at the address HV-VeranstaltungsserviceGmbH, Köppel 60,AT-8242 St. Lorenzen am Wechsel, or
- per e-mail to the address: [email protected] (depositoryconfirmation as a PDF-attachment including a qualified electronic signature under the terms of section 4 para 1 Digital SignatureAct (Signatur- und Vertrauensdienstegesetz), or
- per SWIFTto the address GIBAATWGGMS, Message Type MT598 (specification of the ISINAT0000809058 is necessary).
Also in advance in text form:
- per facsimile under the faxnumber + 43 (0) 1 8900-50089, or
- per e-mail to the address: [email protected] (depositoryconfirmation as pdf-document attached to the e-mail).
Credit institutions are kindlyasked to send depositoryconfirmations collectivelyin the form of a list.
Access tothe shareholders' meeting
Conveyance of the depositoryconfirmation 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, identitycard) at the entrance for identityverification purposes. For your time planning please take into consideration the number of expected participants and the common securitycontrols. Pick up of voting cards starts at 09:00 a.m.
E.Appointment of a representative (proxyholder) (Section106 item8 AustrianStock CorporationAct)
According to section 113Austrian StockCorporationAct each shareholder,who is entitled to participate in the shareholders' meeting has the right to appoint a natural or legal person as its representative (proxyholder). The proxyholder participates in the shareholders' meeting on behalf of the shareholder and has the same rights as the shareholder it represents. Each proxyshall clearlyspecifythe proxyholder by name. The shareholder is not restricted regarding number and choice of proxyholders, however, the companyitself or members of the executive board or supervisoryboard mayonlyexercise the 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).
Ashareholder maygrant power of attorney(proxy) to the credit institution where the shares are held on a securities account. In such case, in addition to the depositoryconfirmation, 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) maybe revoked bythe shareholder. The revocation shall onlybe effective after receipt bythe company. Declarations on the issuing of power of attorney(proxy) and respective revocations can be conveyed to the companysolelyvia the following ways:
- via mail or courier service at the address HV-VeranstaltungsserviceGmbH, Köppel 60,AT-8242 St. Lorenzen am Wechsel;
- per facsimile under the faxnumber + 43 (0) 1 8900-50089;
- via e-mail to the address: [email protected] (as scanned PDF-document attached to the e-mail);
- personallydelivered at the entrance to the shareholders' meeting bycredit institutions according to Section 114 para 1Austrian StockCorporationAct per SWIFTto the address GIBAATWGGMS, Message Type MT598 (specification of the ISINAT0000809058 is necessary).
The power of attorney(proxy) or a revocation shall be received by04:00 p.m.CEST(Vienna local time) on the daypreceding the dayof the shareholders' meeting (hence on 31 May2017).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 and Mr. Michael Knap are available to the shareholders as proxyholders in order to exercise their voting rights in the shareholders' meeting. Please note that Mr. Michael Knap in his capacityas member of the supervisoryboard is onlyentitled to vote as proxyif explicit voting instructions are given.
Declarations on the issuing of power of attorney(proxy) maybe conveyed either to Mr. Wilhelm Rasinger, Mr. Michael Knap or in one of the above mentioned ways.
The companyhas 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 kindlyasked to use the forms provided on the website.
F. Total number of shares andvotingrights (Section106 item9 AustrianStock CorporationAct)
As at the date of the notice convening the shareholders' meeting the companyhas issued 1,039,488,118 non-par value bearer shares wherebyeach share grants one vote. IMBEAIMMOEASTBeteiligungsverwaltungGmbH(100 percent subsidiaryof the company) holds 14,748,049 non-par value bearer shares of the companyas of 02 May2017. Voting rights with respect of these shares shall not be exercised (Section 65 para 5Austrian StockCorporationAct).Hence 1,024,740,069 voting rights can be exercised as of 02 May2017. The number of treasuryshares and thus the number of exercisable voting rights can change until the date of the shareholders' meeting. The companywill inform about anychange according to section 83 para 2 item 1Austrian Stock ExchangeAct (Börsegesetz)
Vienna, 04 May2017
The Executive Boardof IMMOFINANZAG
International Securities Identification Number (ISIN) AT0000809058
04.05.2017 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | IMMOFINANZAG |
| Wienerbergstraße 11 | |
| 1100 Wien | |
| Austria | |
| Phone: | +43 (0) 1 88090 - 2290 |
| Fax: | +43 (0) 1 88090 - 8290 |
| E-mail: | [email protected] |
| Internet: | http://www.immofinanz.com |
| ISIN: | AT0000809058 |
| WKN: | 911064 |
| Listed: | Regulated Unofficial Market in Berlin, Munich, Stuttgart;Open Market in Frankfurt; Warschau, Wien (Amtlicher Handel /Official Market) |
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