PTA-HV: conwert Immobilien Invest SE: Invitation to the Extraordinary General Meeting

Thursday, 25. February 2016 08:10

Shareholders' meeting according to article 107 section 3 AktG

Vienna (pta007/25.02.2016/08:10) - TRANSLATION OF THE ORIGINAL INVITATION IN GERMAN; THIS TRANSLATION IS FOR INFORMATION PURPOSES ONLY.
conwert Immobilien Invest SE, Vienna, Company Number FN 212163 f (the " Company")
INVITATION for Thursday, 17 March 2016 at 11.00 a.m. Vienna time at Studio 44, Rennweg 44, 1038 Vienna, to the Extraordinary General Meeting of the shareholders of conwert Immobilien Invest SE with the following Agenda:

1. Dismissal of Administrative Board Members.
2. Elections to the Administrative Board.

This extraordinary general meeting (the "Extraordinary General Meeting") is convened pursuant to a written request of the shareholder MountainPeak Trading Limited in accordance with Art. 55 SE Regulation in conjunction with Art. 62 SE Act and Art. 105 Sec 3 Stock Corporation Act.

1. Provision of information (Art. 53 SE Regulation in conjunction with Art. 106 (4) Stock Corporation Act):

In accordance with Art. 53 SE Regulation, in conjunction with Art. 108 Sec. 3 Stock Corporation Act, the following documents will be available for inspection by shareholders from the 21st day prior to the Extraordinary General Meeting, i.e. from Thursday, 25 February 2016, at the corporate seat of the Company, Alserbachstraße 32, 1090 Vienna, during regular business hours of the Company, Monday through Thursday (on business days) between 9 a.m. and 6 p.m. and Friday (on business days) between 9 a.m. and 3 p.m. and will also be available on the website http://www.conwert.at, which is registered in the Commercial Register:

+ Draft resolutions on the agenda items by MountainPeak Trading Limited.
+ Curriculum vitae and statement by the candidate/candidates related to agenda item 2. as per Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act.

The convening notice is also available with immediate effect on the Company's website http://www.conwert.at.

From the 21st day prior to the Extraordinary General Meeting, i.e. from Thursday, 25 February 2016, the forms for granting and revoking a power of attorney as per Art. 114 Stock Corporation Act will also be made available on the Company's website at http://www.conwert.at, which is registered in the Commercial Register.

2. Rights of shareholders (Art. 53 SE Regulation in conjunction with Art. 106 (5) Stock Corporation Act):

2.1. Request of agenda items by shareholders

As per Art. 62 Sec. 1 SE Act in conjunction with Art. 109 Stock Corporation Act, shareholders whose individual or combined shareholdings equal five percent (5%) of the share capital may request in writing that additional items be put on the agenda of the Extraordinary General Meeting and published. "In writing" means a handwritten signature or an authorised company signature by each applicant or an e-mail with a secure electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG). Each agenda item shall be accompanied by a draft resolution and a justification. The shareholders shall have held shares for at least three months prior to filing the request.

The applicant has to prove his/her shareholdings with a deposit confirmation in accordance with Art. 10a Stock Corporation Act. The deposit confirmation shall not be older than seven days when presented to the Company and it shall be confirmed that the shareholders have held the shares for a minimum of three consecutive months prior to filing the request. In the case of several shareholders who only together have the required shareholdings of 5% of the share capital, the deposit confirmations shall refer to the same point in time (day, time).

Regarding the requirements for deposit confirmations, please refer to the details under item 2.4. (Proof of shareholder status).

The request shall be considered if it is received by the Company by the 19th day prior to the Extraordinary General Meeting, i.e. by Saturday, 27 February 2016 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32 for the attention of Mr Hutan Rahmani; if the request is submitted by e-mail it shall have an electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG) and be sent to anmeldung.conwert@hauptversammlung.at.

2.2. Proposed resolutions by shareholders

In accordance with Art. 53 SE Regulation in conjunction with Art. 110 Stock Corporation Act, shareholders whose individual or combined shareholdings equal one percent (1%) of the share capital, may submit, in text form pursuant to Art. 13 Sec. 2 Stock Corporation Act, proposals for resolution to the Company on each item of the agenda including a justification, and may call for these proposals to be published on the website of the Company ( http://www.conwert.at), including the names of the respective shareholders, a justification to be enclosed and, if applicable, a statement by the Executive Board or the Administrative Board. In case of a proposal regarding the election of a member of the Administrative Board, the justification shall be replaced by a statement by the candidate put forward for election in accordance with Art. 46 Sec. 3 of the SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act. In this statement, the proposed candidate shall present his or her qualifications, professional or comparable functions and any circumstances which may raise concerns of an appearance of a conflict of interest. The proposed resolution, but not the justification for it, shall in any case be written in German.

The applicant has to prove his/her shareholdings with a deposit confirmation in accordance with Art. 10a Stock Corporation Act. The deposit confirmation shall not be older than seven days when presented to the Company. In the case of several shareholders who only together reach the required shareholdings of 1% of the share capital, the deposit confirmations for all shareholders shall refer to the same point in time (day, time).

Regarding the requirements for deposit confirmations, please refer to the details under item 2.4. (Proof of shareholder status).

The request shall be considered if it is received by the Company by the seventh working day prior to the Extraordinary General Meeting, i.e. by Tuesday, 8 March 2016 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71; if the request is submitted in PDF format as an attachment to an e-mail with electronic signature in accordance with Art. 4 Sec. 1 SigG, it shall be sent to the e-mail address anmeldung.conwert@hauptversammlung.at. Any requests in this regard shall be marked for the attention of Mr Hutan Rahmani.

2.3. Right of information

In accordance with Art. 53 SE Regulation in conjunction with Art. 118 Stock Corporation Act each shareholder shall, upon request, be informed about the Company's activities as far as they are necessary for a proper assessment of an agenda item. The right of information also extends to the legal and business relationships of the Company with subsidiaries. The right of information also extends to the state of the Group and companies included in the consolidated financial statements. The information shall comply with the principles of diligent and accurate accountability and may be refused if, based on reasonable business judgement, it could cause a substantial disadvantage for the company or a subsidiary, or if providing such information could constitute an offence. Information may also be refused as long as it was available, without interruption, on the website of the Company in the form of a question and answer for a period of at least seven days prior to the beginning of the Extraordinary General Meeting, i.e. at least since Thursday, 10 March 2016, and this information remains available on the website for a month after the Extraordinary General Meeting, i.e. at least until Sunday, 17 April 2016.

Questions which require longer preparation should be submitted to the Company in good time before the Extraordinary General Meeting in order to ensure an efficient session. Such questions should be sent to the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by email to anmeldung.conwert@hauptversammlung.at, for the attention of Hutan Rahmani.

2.4. Proof of shareholder status

Shareholders' rights which are subject to holding shares over a certain period of time or at a certain point in time may only be exercised if a deposit confirmation is provided as proof of shareholder status for the relevant period or for the relevant point in time in accordance with Art. 10a Stock Corporation Act.

The deposit confirmation must be issued by a depositary bank which is domiciled in a member state of the European Economic Area or in a full OECD member state and must contain the following information (Art. 10a Sec. 2 Stock Corporation Act):

+ Issuer details: name/company and address or code commonly used in dealings between banks (SWIFT-Code).
+ Shareholder details: name/company, address, date of birth for natural persons; for legal entities, if applicable, register and register number under which the legal entity is registered in the country of origin.
+ Share information: number of shares held by the shareholder, ISIN AT0000697750.
+ Deposit number or other description of the depot.
+ Period or point of time to which the deposit confirmation refers.

The deposit confirmation is accepted in German or in English. It shall not be older than seven days at the time it is submitted. In accordance with item VII. Sec. 20 Art. 3 of the Articles of Association of the Company, text form pursuant to Art. 13 Sec. 2 Stock Corporation Act shall be sufficient for deposit confirmations.

The deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, for the attention of Mr Hutan Rahmani by Monday, 14 March 2016 at the latest. They may also be sent in good time in PDF format as an attachment to an e-mail to the address anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements in accordance with Art. 10a Stock Corporation Act.

2.5. Information about the right of shareholders to present motions at the Extraordinary General Meeting in accordance with Art. 119 Stock Corporation Act

Every shareholder is entitled to present motions at the Extraordinary General Meeting regarding any item of the agenda, which do not require prior announcement. The prerequisite for this is the evidence of the right to participate, pursuant to the convening notice.

Please note the following important information: Persons to be elected to the Administrative Board may only be proposed by shareholders whose combined shareholdings amount to at least 1% of the share capital. Such proposals must be submitted to the Company at the latest on the seventh working day prior to the Extraordinary General Meeting, i.e. by Tuesday, 8 March 2016 at the latest, in the manner stated above under item 2.2. (Proposed resolutions by shareholders). Each proposal for election must be accompanied by a statement in accordance with Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act by the person proposed for election regarding his/her qualifications, professional or comparable functions and any circumstances which may raise concerns of an appearance of a conflict of interest.

3. Right to participate and effective date of shareholding (Art. 53 SE Regulation in conjunction with Art. 106 (6) and (7) Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 111 Sec. 1 Stock Corporation Act, the right to participate in the Extraordinary General Meeting and to exercise shareholder rights at the Extraordinary General Meeting is conditional on the shareholdings at the end of the tenth day prior to the Extraordinary General Meeting (effective date of shareholding), i.e. at

Monday, 7 March 2016, 12 a.m. (midnight) Vienna time.

Only persons who are shareholders on this effective date and provide evidence of it are entitled to participate in the Extraordinary General Meeting.

The confirmation of shareholdings on the effective date shall be submitted to the Company in the form of a deposit confirmation as per Art. 10a Stock Corporation Act at the latest on the third working day prior to the Extraordinary General Meeting, i.e. by Monday, 14 March 2016 at the latest, and may not be older than seven days at the time it is provided to the Company. The deposit confirmation must relate to the effective date of the shareholding. In accordance with item VII. Art. 20 Sec. 3 of the Articles of Association of the Company, the deposit confirmation must be issued by a bank where the shares are deposited and which is domiciled in a member state of the European Economic Area or a full OECD member state and must contain the information stipulated by Art. 10a Sec. 2 Stock Corporation Act. In accordance with item VII. Sec. 20 Art. 3 of the Articles of Association of the Company, text form shall be sufficient for deposit confirmations. Deposit confirmations are accepted in German and English.

The deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, for the attention of Mr Hutan Rahmani. They may also be sent in good time in PDF format as an attachment to an e-mail to the address anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements in accordance with Art. 10a Stock Corporation Act.

4. Representation by proxy (Art. 53 SE Regulation in conjunction with Art. 106 (8) Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 113 Stock Corporation Act, all shareholders entitled to participate in the Extraordinary General Meeting have the right to appoint a natural or legal person as a representative (proxy). The representative attends on behalf of the shareholder and has the same rights as the shareholder he/she represents. Each power of attorney (proxy) shall indicate the name(s) of the representative(s). However, the Company itself or a member of the Administrative Board or the Executive Board may only exercise a proxy voting right insofar as the shareholder has given specific instructions regarding on exercising the voting right with regard to the individual agenda items.

The power of attorney (proxy) must be granted to a specific person. The power of attorney must be granted at least in text form in accordance with Art. 13 Sec. 2 Stock Corporation Act; revoking the power of attorney also requires text form.

The forms provided on the Company's website at http://www.conwert.at can be used for granting or revoking power of attorney. It is not mandatory to use these forms to grant or revoke a power of attorney.

The power of attorney or its revocation must be submitted to and kept by the Company. We kindly ask shareholders to present the power of attorney or its revocation either upon registering to the Extraordinary General Meeting or to send it in advance by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax, +43 (0)1 8900 500 71, or in PDF format as an attachment to an e-mail to anmeldung.conwert@hauptversammlung.at, for the attention of Mr Hutan Rahmani. For the latter three forms of communication (post, fax or e-mail), the Company must receive the power of attorney or its revocation by Wednesday, 16 March 2016, 12 p.m. (noon), Vienna time.

If a shareholder has granted power of attorney to his/her depository bank, it shall suffice if this bank, in addition to the deposit confirmation, declares in a statement that it has been granted power of attorney. The depository bank can submit these statements by SWIFT, GIBAATWGGMS (please indicate in the text Message Type MT598, ISIN AT0000697750) or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, by fax, +43 (0)1 8900 500 71, or in PDF format as an attachment to an e-mail to anmeldung.conwert@hauptversammlung.at, for the attention of Mr Hutan Rahmani. In any case, the statement must be received by the company by Wednesday, 16 March 2016, 12:00 p.m. (noon), Vienna time.

Shareholders should note that they also have to meet the requirements to participate in an Extraordinary General Meeting as described under item 3. (Right to participate and effective date of shareholding (Art. 53 SE Regulation in conjunction with Art. 106 (6) and (7) Stock Corporation Act)) when they give a power of attorney to a representative.

5. Total number of shares and voting rights at the time the Extraordinary General Meeting was convened (Art. 53 SE Regulation in conjunction with Art. 106 (9) Stock Corporation Act, Art. 83 Sec. 2 (1) Stock Exchange Act):

At the time the Extraordinary General Meeting was convened, the share capital of the Company amounted to Eur 472,968,060 and was split into 94,593,612 no-par shares, each of which has an equal share in the share capital. Each no-par share grants the right to one vote at the Extraordinary General Meeting. As of Tuesday, 23 February 2016, close of trading on the Vienna Stock Exchange, the Company owned 1,576,464 treasury shares which do not involve voting rights, so that there are currently 93,017,148 voting rights after these treasury shares have been taken into account.

In order to ensure smooth registration procedures, shareholders are requested to arrive at the venue of the Extraordinary General Meeting in good time before the meeting starts. The Company reserves the right to check the identity of persons attending the Extraordinary General Meeting. Should it not be possible to determine the identity of a person, admission may be refused. We therefore ask participants to bring official proof of identity (e.g. passport, identity card or driver's license) to the meeting. Shareholders will be admitted to collect ballots starting from 10.00 a.m., Vienna time.

Vienna, this February 2016
The Administrative Board

(end)

emitter: conwert Immobilien Invest SE
address: Alserbachstraße 32, 1090 Vienna
country: Austria
contact person: Clemens Billek
phone: +43 1 52145-700
e-mail: cwi@conwert.at
website: www.conwert.at

ISIN(s): AT0000697750 (share)
stock exchanges: official trade in Vienna

[ source: http://www.pressetext.com/news/20160225007 ]

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