- 27.11.2009, 20:00:53
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- OTE0007
EANS-General Meeting: CHRIST WATER TECHNOLOGY AG / Invitation to the General Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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CHRIST WATER TECHNOLOGY AG
5310 Mondsee, Walter-Simmer-Straße 4
FN 173093 z
(the "Company")
INVITATION
The shareholders of the Company are herewith invited to the Extraordinary
General Meeting of CHRIST WATER TECHNOLOGY AG which will take place on Friday,
18 December 2009, at 9:30 a.m., at the premises of the Oesterreichische
Kontrollbank (OeKB) in 1010 Vienna, Strauchgasse 1-3, "Reitersaal".
The A g e n d a is as follows:
1. Resolution regarding the number of members of the Supervisory Board, whereby
the number of members to be elected by the General Meeting within the framework
defined by the Articles of Association shall be decreased from the current five
members to three members to be elected by the General Meeting.
2. Election of new Supervisory Board members.
3. Election of the auditors for the Company´s annual financial statements and
for the Company´s annual consolidated financial statements for the fiscal year
2009.
Documents
The documents pursuant to § 108 Sec 3 Stock Corporation Act, in particular the
proposals for the resolutions of the Supervisory Board and the declarations of
the candidates for election as new Supervisory Board members pursuant to § 87
Sec 2 Stock Corporation Act are available for inspection by shareholders at the
Company´s premises in 5310 Mondsee, Walter-Simmer-Straße 4, from 27.11.2009.
These documents, the full version of this invitation and the form for the
granting and revocation of a proxy for the General Meeting (§ 114 Stock
Corporation Act) may additionally be downloaded free of charge on the Company´s
website http://www.christwater.com/EN/Investors/General-Meeting/ from
27.11.2009. The above-mentioned information is also permanently available on the
Company´s website until the expiry of a one month period after the General
Meeting.
Right to participate - Record date and Safe custody receipt ("Depotbestätigung")
As a result of the amendments of the Stock Corporation Act based on the Act
Amending the Stock Corporation Act 2009 ("Aktienrechtsänderungsgesetz 2009") the
regulations in the Articles of Association of the Company regarding the
convocation of a General Meeting, the deposit of shares for the General Meeting
and the right to participate in the General Meeting do not apply.
Participation in the General Meeting and the exercising of shareholders´ rights,
which are exercised in course of a General Meeting, depend on the ownership of
shares on the record date, that is the end of the tenth day before the General
Meeting, accordingly, on 08.12.2009 (Mariä Empfängnis), 12 p.m. (midnight) CET.
Participation in the General Meeting is only permitted if a person is
shareholder on that date and proves this fact to the Company.
In case of deposited bearer shares ("depotverwahrte Inhaberaktien") evidence of
the capacity as shareholder may be satisfactorily provided by submitting a safe
custody receipt ("Depotbestätigung") pursuant § 10a Stock Corporation Act, which
must be received by our Company no later than 15.12.2009. In case of interim
certificates ("Zwischenscheine") the respective shareholders do not have to
submit such evidence. The Company will verify whether the respective shareholder
is registered with the Company´s share register ("Aktienbuch") on the record
date.
The safe custody receipt ("Depotbestätigung") must be issued by a credit
institution keeping the deposit with its seat in a member state of the European
Economic Area or in a full member state of OECD and needs to contain at least
the matters set out in § 10a 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 registry and commercial
registration number. Information concerning the shares: Number of shares held by
the 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 must refer to the record date of 08.12.2009 in
order to qualify as evidence of share ownership for the purposes of
participation at the General Meeting. The safe custody receipt
("Depotbestätigung") may be submitted in the German or English language and must
be in writing (with signature under private hand) ("Schriftform").
The transmission of the safe custody receipt ("Depotbestätigung") via an
internationally disseminated, specifically secured communication network of
credit institutions is excluded pursuant to § 262 Sec 20 Stock Corporation Act.
The safe custody receipts ("Depotbestätigungen") may, accordingly, only be
submitted via fax to +43 6232 9011 1099 or by postal service to CHRIST WATER
TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4. A transmission by
electronic means (email) is merely possible in case a qualified electronic
signature (§ 4 Act on Signatures, "SignaturG") is used; in such case only the
following email address may be used: [email protected].
Shareholders should note that shares do not become non-tradable either as a
result of a registration for the General Meeting nor through the submission of a
safe custody receipt ("Depotbestätigung"), and shareholders are able to freely
dispose without restriction over their shares even after the registration is
effected or the safe custody receipt ("Depotbestätigung") has been submitted.
Reference to the shareholder´s rights pursuant to § 106 Subsec 5 Stock
Corporation Act
Shareholders holding shares equalling in aggregate at least 5 % of the share
capital may - pursuant to § 109 Stock Corporation Act - request in writing that
agenda items are added to the agenda of the General Meeting and are published,
accordingly. Each requested addition to the agenda must include a proposal for a
resolution and a detailed explanation of the reasons for the proposal.
Shareholders making such request must have held their shares for a period of
three (3) months prior to submitting the request. Such request in writing (with
signature under private hand) ("Schriftform") must be received by the Company on
the 19th day before the General Meeting, that is on 29.11.2009, solely at the
address of CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4. A
transmission by electronic means (email) is only possible in case a qualified
electronic signature (§ 4 Act on Signatures, "SignaturG") is used; in such case
only the following email address may be used: [email protected].
Shareholders holding shares equalling in aggregate 1 % of the share capital may
- pursuant to § 110 Stock Corporation Act - submit to the Company in respect of
each agenda item in writing ("Textform") proposals for resolutions and may
request that these proposals are made available on the Company´s website
together with the names of the respective shareholders, to which the reasoning
must be attached and - where applicable - the statements of the Managing Board
or the Supervisory Board. In case of a proposal for election of a Supervisory
Board member (item 2 of the agenda) a declaration of the person being nominated
pursuant to § 87 Sec 2 Stock Corporation Act is required instead of an
explanation of the reasons for the proposal. Where such declaration is not
provided, no vote regarding the person so nominated is permitted. The request
must only be taken into account by the Company if it is received by the Company
on the 7th business day before the General Meeting, that is 29.11.2009, the
latest, at the address CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee,
Walter-Simmer-Straße 4 or via fax to +43 6232 9011 1099 or via email
[email protected].
To exercise the shareholders´ rights pursuant to § 109 Stock Corporation Act and
§ 110 Stock Corporation Act evidence of capacity as shareholder must be
provided. In case of deposited bearer shares ("depotverwahrte Inhaberaktien")
the submission of a safe custody receipt ("Depotbestätigung") is sufficient
evidence pursuant to § 10a Stock Corporation Act, which must not be older than
seven (7) days upon submission to the Company. In respect of the other
requirements related to safe custody receipts ("Depotbestätigungen"), reference
is made to the above explanations. In connection with the exercise of
shareholders´ rights pursuant to § 109 Stock Corporation Act, the safe custody
receipt must indicate that the shareholder has held the shares for at least
three (3) months prior to the date of any application under § 109 Stock
Corporation Act. In case of interim certificates ("Zwischenscheine") the Company
will check the capacity as shareholder with the Company´s share register
("Aktienbuch").
Information on the affairs of the Company must be provided upon request to each
shareholder in the General Meeting pursuant to § 118 Stock Corporation Act, as
far as such information is required for the proper assessment of an agenda item.
The obligation to render information extends also to the legal and business
relationships of the Company to an affiliated company. Information may be
refused to the extent the relevant information - based on a reasonable economic
assessment - could cause a material disadvantage to the Company or an affiliated
company, or where providing such information would lead to criminal liability.
Information may also be refused in case the relevant information has been
permanently available in the form of questions and answers on the Company´s
website for a period of at least seven (7) days before the General Meeting.
Reference must be made to the reason for any refusal.
Each shareholder, the Managing Board and the Supervisory Board are entitled to
propose resolutions in the General Meeting in respect of each agenda item
pursuant to § 119 Stock Corporation Act. A resolution may not be passed in
respect of an item, which was not properly set out in the agenda. No
announcement is required in case a resolution is passed on an application for
convocation of a General Meeting submitted in the General Meeting and in case of
debates without votes. A proposal for a resolution, which was published pursuant
to § 110 Stock Corporation Act on the Company´s website, can only be voted upon
if it is repeated as an application in the General Meeting. A shareholder
proposal to elect a member of the Supervisory Board must mandatorily be preceded
by the submission of a proposal for a resolution pursuant to § 110 Stock
Corporation Act along with the declaration required pursuant to § 87(2) Stock
Corporation Act (see above).
Further information on shareholders´ rights pursuant to §§ 109, 110, 118 and 119
Stock Corporation Act may be found on the Company´s website
http://www.christwater.com/EN/Investors/General-Meeting/.
Representation by proxies
Each shareholder entitled to participate in the General Meeting has the right to
appoint a natural or a legal person as proxy, who participates in the General
Meeting in the name of the shareholder and who has the same rights as the
shareholder, whom he/she represents. The Company itself, a member of the
Managing Board or the Supervisory Board may only exercise voting rights as proxy
to the extent the shareholder issued an explicit voting instruction in respect
of the specific agenda items.
The proxy must be issued in writing ("Textform"); a revocation must also be in
writing ("Textform"). For the appointment of a proxy and its revocation the
form, being available free of charge on the Company´s website
http://www.christwater.com/EN/Investors/General-Meeting/, or which may be sent
upon request by the Company to a shareholder, may be used. The proxy and its
revocation, respectively, may either be handed over to the Company in the
General Meeting up to the commencement of voting, or may be submitted via fax to
+43 6232 9011 1099, via email to [email protected] or via postal services
to CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4, whereby
in case of use of these means of communication the proxy or its revocation must
in any case be received by the Company no later than 17.12.2009, 1 p.m. CET.
In case a shareholder has granted a proxy to the credit institution keeping his
or her deposit, it is sufficient that the credit institution declares that in
addition to the safe custody receipts ("Depotbestätigungen") that a proxy was
granted to the credit institution. The submission of such declaration via an
internationally disseminated, specifically secured communication network of
credit institutions is expressly excluded pursuant to § 262 Sec 20 Stock
Corporation Act; the submission is effected through the communication channels
referred to above in connection with the safe custody receipts
("Depotbestätigungen").
Pursuant to § 106 Subsec 9 Stock Corporation Act and § 83 Sec 2 Subsec 1 Stock
Exchange Act the Company hereby advises that the share capital of the Company is
divided into 19,644,349 non par value bearer shares. Each non par value share
confers the right to one vote. The Company has no own shares at the time of
convocation of the General Meeting. Accordingly, currently 19,644,349 voting
rights may be exercised.
Mondsee, November 2009
Further inquiry note:
Christ Water Technology AG
Mag. Ralf Burchert
[email protected]
Tel.: 06232/5011-1113
end of announcement euro adhoc
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issuer: CHRIST WATER TECHNOLOGY AG
Walter-Simmer-Straße 4
A-5310 Mondsee
phone: +43/6232/5011-1001
FAX: +43/6232/5011-1109
mail: [email protected]
WWW: www.christ-water.com
sector: Biotechnology
ISIN: AT0000499157
indexes: WBI, ATX Prime
stockmarkets: official market: Wien
language: English
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