PR Newswire/euro adhoc/
EANS-General Meeting: BWT Aktiengesellschaft / Invitation to the General Meeting
General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Walter-Simmer-Str. 4, 5310 Mondsee, Austria
Commercial Register no. FN 96162 s, ISIN AT0000737705
The shareholders of our Company shall hereby be invited to the 23rd Annual
General Meeting on Thursday, 23 May 2013, 11.00 a.m. in the premises of
Österreichische Kontrollbank AG, "Reitersaal", Strauchgasse 1 - 3, 1010 Vienna
1. Presentation of the approved financial statements 2012 including the notes
and the management report, the report of the Supervisory Board, the corporate
governance report as well as presentation of the approved consolidated financial
statements 2012 and the consolidated management report.
2. Resolution on dividend distribution.
3. Resolution on the formal approval of the acts of the members of the
Management Board for the business year 2012.
4. Resolution on the formal approval of the acts of the members of the
Supervisory Board for the business year 2012.
5. Resolution on the remuneration of the members of the Supervisory Board.
6. Appointment of the auditor for the business year 2013.
7. Resolution on the authorization of the Board regarding an authorized capital
and the confirmation of the statute in § 4, para 3) that this should remain in
the future as follows:
The Board is authorized to increase, within 5 years of entry of such decision in
the company register the share capital of the Company with the consent of the
Supervisory Board by up to EUR 8,916,500, - through the issuance of 8.916,500
million shares of new bearer shares with a minimum issue price of 100% in cash
or in kind to EUR 26,750,000, - with or without the exclusion of subscription
rights for existing shareholders. The Board may exercise this authorization in
whole or in multiple steps and set the price and the terms of issue in
consultation with the Supervisory Board. In particular, the Board is authorized
to decide in terms of the total authorized capital with the approval of the
Supervisory Board on the exclusion of subscription rights. The Supervisory Board
is authorized to change the Articles of Association resulting from the issuance
of shares from authorized capital."
Documentation for the Annual General Meeting
As of 2 May 2013 latest, the documentation, including the financial statements
and the notes, the management report, the report of the Supervisory Board, the
corporate governance report, the consolidated financial statements and the
consolidated management report, as well as the proposed resolutions of the
Management Board and the Supervisory Board, and report of the board regarding
topic 7 are presented in the premises of the Company at Walter-Simmer-Str. 4,
5310 Mondsee in accordance with section 108, paragraph 3 of the Stock
Corporation Act. As of 2 May 2013 latest, such documentation, the complete
wording of this invitation as well as the form for granting or revoking a proxy
for the Annual General Meeting (section 114 of the Stock Corpora-tion Act) shall
be available free of charge on the Company's website at
Such information shall be permanently available on the website one month after
the Annual General Meeting.
Right to participate - record date and safe custody receipt
The right to participate in the Annual General Meeting and to exercise the
shareholders' rights to be asserted in connection with the Annual General
Meeting is in accordance with the shareholding on the record date, i.e. at the
end of the 10th day before the date of the Annual General Meeting, in this case
midnight CET 13 May 2013. Only persons who are shareholders on the record date
and provide evidence therefor shall be entitled to participate in the Annual
General Meeting. In case of deposited bearer shares, a safe custody receipt in
accordance with section 10a of the Stock Corporation Act shall suf-fice as
evidence for the capacity as a shareholder, to be received by the Company (c/o
HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2443 Stotzing (Burgenland)) no
later than 17 May 2013.
The safe custody receipt must contain the following information:
1. the issuer, stating the name (company) and address or a standard code used in
communications between credit institutions;
2. the shareholder, stating the name (company) and address; for natural persons,
his/her date of birth; for legal persons, the register and number under which
the legal person is registered in its country of origin, where applicable;
3. the number of the depository, or another description;
4. the number, and where necessary, the nominal amount of the shares of the
holder, as well as a description of the class of share, if various classes of
shares are held, or the International Securities Identification Number [ISIN];
5. the time or period of time to which the safe custody receipt refers.
The safe custody receipt must be issued by the depositary bank headquartered in
a state which must be either a member state of the European Economic Area or a
full member of the OECD and must include at least the data stipulated by section
10a of the Stock Corporation Act. Information concerning the entity issuing the
receipt: Name/corporate name and address. Information concerning the
shareholder: Name/corporate name, address, date of birth for natural persons,
and where applicable commercial register and commercial registration number.
Information concerning the shares: Number of shares held by shareholder, safe
custody number, inter alia any other relevant description, and date in relation
to which the safe custody receipt has been issued. The safe custody receipt
shall be accepted in German and in English and must be in writing
The transmission of the safe custody receipts via an internationally used
specifically secured communication network of the banks shall be excluded in
accordance with sec-tion 262, paragraph 20 of the Stock Corporation Act.
Therefore, the safe custody re-ceipts shall be sent exclusively via mail to
HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2443 Stotzing (Burgenland),
Austria, via fax at +43 (0) 1 - 8900 500 - 84 or via e-mail to
email@example.com. An electronic transmission (e-mail) shall
only be admissible if a qualified electronic signature in accordance with
section 4 of the Signature Act is used.
We would like to point out that the shareholders will not be barred once they
register for the Annual General Meeting or sent a safe custody receipt, i.e. the
shareholders may continue to freely dispose of their shares, even after they
register for the Annual General Meeting or sent a safe custody receipt.
Instructions on the rights of the shareholders in accordance with section 106,
no. 5 of the Stock Corporation Act
In accordance with section 109 of the Stock Corporation Act shareholders, whose
shares together account for 5 % of the registered capital, may request in
writing that items are added to the agenda and announced. A proposed resolution
and reasons therefor must accompany each item on the agenda applied for. The
applicants must hold the shares for at least three months before filing their
application. Such application in writing must be received by the Company no
later than on the 21st day before the Annual General Meeting, i.e. 2 May 2013,
exclusively at the address: BWT Aktiengesellschaft, Walter-Simmer-Str. 4, A-5310
Mondsee, Austria. An electronic transmission (e-mail) shall only be admissible
if a qualified electronic signature in accordance with section 4 of the
Signature Act is used; for this purpose, the exclusive e-mail address to be used
In accordance with section 110 of the Stock Corporation Act, shareholders whose
shares together account for 1 % of the registered capital may propose
resolutions in writing regarding each item on the agenda to the Company and
request that such proposals are made available on the website of the Company
together with the names of the relevant shareholders, the accompanying reasons
and a statement of the Manage-ment Board or the Supervisory Board, if any. In
case of a proposal for the election of a Supervisory Board member, the statement
of the proposed person in accordance with section 87, paragraph 2 of the Stock
Corporation Act shall replace the reasons. Such application in writing must be
received by the Company no later than on the 7th working day before the Annual
General Meeting, i.e. 13 May 2013, exclusively at the address: BWT
Aktiengesellschaft, Walter-Simmer-Str. 4, A-5310 Mondsee, Austria, via fax +43
(0) 6232 5011 1191 or via e-mail: firstname.lastname@example.org.
Shareholders' rights in accordance with sections 109 and 110 of the Stock
Corporation Act may only be exercised if the capacity as shareholder is
evidenced. For deposited bearer shares, the presentation of a safe custody
receipt shall suffice as evidence in accordance with section 10a of the Stock
Corporation Act, which may not be older than seven days at the time it is
presented to the Company. As to the other requirements for the safe custody
receipt reference is made to the statements above. In case of interim
certificates, the Company shall check whether the shareholder is entered in the
register of shareholders as of the record date.
In accordance with section 118 of the Stock Corporation Act and upon request,
each shareholder is entitled to receive information on the matters of the
Company during the Annual General Meeting, to the extent such information is
necessary for the proper evaluation of an item on the agenda. The duty to
furnish information covers the legal and business relationships of the Company
with an affiliated company. The information may be withheld to the extent it may
cause a material negative impact to the Company or affiliated company according
to reasonable entrepreneurial evaluation or in case dis-closure of such
information is illegal. Information may also be withheld if such informa-tion
was continuously available on the Company's website in a question and answer
format for at least seven days before the beginning of the Annual General
Meeting. The reason for withholding the information must be stated.
In accordance with section 119 of the Stock Corporation Act, each shareholder,
the Management Board and the Supervisory Board shall be entitled to file
applications for each item on the agenda in the Annual General Meeting. No
resolution may be passed on a negotiation topic that was not properly announced
as an item on the agenda. No announcement is required for resolutions on an
application for the convention of a Gen-eral Meeting made in the meeting and for
negotiations without resolution. A proposed resolution announced on the website
of the Company in accordance with section 110 of the Stock Corporation Act shall
only be put to the vote if such proposal is reiterated in the Meeting as a
Please visit our Company's website at
http://www.bwt-group.com/en/investor/corporate-governance/Pages/General-meeting.aspx for further information on shareholders' rights in accordance with sections
109, 110, 118 and 119 of the Stock Corporation Act.
Representation by proxy
Each shareholder entitled to participate in the Annual General Meeting has the
right to appoint an individual or a legal entity as proxy, who participates in
the Annual General Meeting in the name of the shareholder and who has the same
rights as the shareholder. The Company or a member of the Management Board and
the Supervisory Board may only exercise the voting right in the capacity of
proxy to the extent the shareholders gave explicit instructions concerning the
individual items on the agenda.
The proxy must be granted in writing; a revocation must also be in writing. The
form for the granting of the proxy and/or its revocation is available free of
charge on the website of the Company at
http://www.bwt-group.com/en/investor/corporate-governance/Pages/General-meeting.aspx sent to you upon request. The proxy and/or its revocation may either be
delivered during the General Meeting or sent to the Company (c/o
HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2443 Stotzing (Burgenland), via
fax +43 (0) 1 8900 500 - 84 or e-mail to email@example.com
(scanned attachment TIF, PDF, or else), whereas when using such forms of
communication, the proxy and/or its revocation must be received by the Company
no later than 22 May 2013, 1 p.m. CET.
In case a shareholder granted proxy to his/her depositary bank, it shall suffice
if such bank declares that it has proxy, in addition to the presentation of the
safe custody re-ceipt. The transmission of such statement via an internationally
used specifically se-cured communication network of the banks shall be excluded
in accordance with sec-tion 262, paragraph 20 of the Stock Corporation Act; the
transmission shall be effected via the means of communication stipulated above
in connection with the safe custody receipt.
In accordance with section 106 no. 9 of the Stock Corporation Act and section
83, paragraph 2, no. 1 of the Stock Exchange Act, we would like to announce that
the Company's registered capital is divided into 17,833,500 no-par shares made
out to the bearer.
Each no-par share holds one vote. Per April 12, 2013 BWT Aktiengesellschaft
holds 1,072,898 own shares. The Company derives no rights therefrom. Therefore,
per April 12, 2013, the total number of participating and voting shares is
Mondsee, April 2013
The Management Board
Further inquiry note:
Mag. Ralf Burchert
issuer: BWT Aktiengesellschaft
sector: Water Supply
indexes: Standard Market Continuous
stockmarkets: official market: Wien
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-0- Apr/16/2013 06:16 GMT
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