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- OTE0001
EANS-General Meeting: CA Immo International 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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CA IMMO INTERNATIONAL AG
Vienna
FN 248937i
ISIN ATCAIMMOINT5
Invitation to General Meeting
We hereby invite our shareholders to the 6th Ordinary General Meeting of CA
Immo International AG, which is to be held at 10 am on 5 May 2010 in the saloon
Olympia Mancini, Hotel Savoyen Vienna, 1030 Vienna, Rennweg 16.
Agenda
1. Presentation of the adopted annual financial statements, consolidated
financial statements, management report and Group management report as of 31
December 2009, together with the report of the Supervisory Board and the
corporate governance report
2. Resolution discharging the members of the Management Board for the 2009
financial year
3. Resolution discharging the members of the Supervisory Board for the 2009
financial year
4. Resolution on the remuneration of the Supervisory Board for the 2009
financial year
5. Appointment of the auditor of the financial statements and auditor of the
consolidated financial statements for the 2010 financial year
6. Resolution concerning the revision of the Articles of Association to reflect
the amended statutory provisions, in particular such amendments arising from
the Stock Corporation Law Amendment Act 2009 (AktRÄG 2009) and the Company
Law Amendment Act 2008 (URÄG 2008), whereas the revisions shall be made in
Article 4 (Share capital and shares), Article 6 (Supervisory Board), Article
7 (Annual General Meeting), Article 8 (Annual financial statements and
distribution of profits), and by deleting Article 9 (Formation costs) and
Article 10 (Merger costs)
Documents for the General Meeting
The following documents will be available for inspection by the shareholders
during normal business hours on the premises of the company's headquarters at
1030 Vienna, Mechelgasse 1, Investor Relations Department, from the 21st day
preceding the General Meeting, at the latest from 14 April 2010:
• Annual financial statements with management report
• Corporate governance report
• Consolidated financial statements with Group management report
• Report of the Supervisory Board
in each case for the 2009 financial year
• Motions for resolutions concerning agenda items 2 to 6
The forenamed documents, the full text of this invitation and the forms for
granting and revoking proxy will be accessible on the internet at
http://www.caimmointernational.com/en/investor_relations/
ordinary_shareholders_meeting/ from the 21st day preceding the General Meeting,
at the latest from 14 April 2010, and will also be available at the General
Meeting. Upon request, each shareholder shall be sent a copy of the forenamed
documents without undue delay and free of charge.
Guidance concerning shareholders' rights according to Articles 109, 110 and 118
AktG (Stock Corporation Act)
Shareholders whose interests collectively total 5 % of the share capital, who
have held the relevant shares for at least three months, can request in writing
that items be added to the agenda of this General Meeting and be announced,
provided that such a written request is received by the company, exclusively at
the address 1030 Vienna, Mechelgasse 1, Investor Relations, by no later than
the 21st day preceding the General Meeting, therefore by no later than 14 April
2010. For bearer shares deposited with a custodian, evidence of qualification
as a shareholder shall be furnished simply by a deposit receipt according to
Article 10a AktG, confirming that the proposing shareholder has held the shares
for at least three months before submitting the request, whereas such receipt
shall not be more than seven days old when presented to the company. The other
requirements to be satisfied by the deposit receipt are set forth in the
remarks concerning the eligibility to attend.
Shareholders whose interests collectively total 1 % of the share capital can
submit motions for resolutions, together with grounds, concerning any item of
the agenda in text form, and can request that such motions, together with
grounds, be posted on the company's website, provided that such a request in
text form is received by the company, either by post to CA Immo International
AG, Investor Relations, Mechelgasse 1, 1030 Vienna, or by fax to +43 (0)1 532
59 07-595, or by e-mail to ir@caimmointernational.com, by no later than the 7th
working day preceding the General Meeting, therefore by no later than 26 April
2010, whereas the request is to be attached to the e-mail in text form, as a
PDF file for example. For bearer shares deposited with a custodian, evidence of
qualification as a shareholder entitled to exercise this right shall be
furnished simply by presentation of a deposit receipt according to Article 10a
AktG, whereas such receipt shall not be more than seven days old when presented
to the company. The other requirements to be satisfied by the deposit receipt
are set forth in the remarks concerning the eligibility to attend.
In the General Meeting, each shareholder is entitled on request to obtain
information concerning the affairs of the company to the extent necessary to
evaluate an agenda item properly.
In view of changes to the Stock Corporation Act arising from the Stock
Corporation Law Amendment Act 2009, the provisions of our company's Articles of
Association concerning the convening of the General Meeting, the depositing of
shares for the duration of the General Meeting, and the entitlement to attend
the General Meeting shall not apply.
Further information on these shareholders' rights according to Articles 109,
110 and 118 AktG is available with immediate effect on the company's website at
http://www.caimmointernational.com/en/
investor_relations/ordinary_shareholders_meeting/.
Record date and attendance of the General Meeting
The entitlement to attend the General Meeting and to exercise the voting right
and other shareholder rights assertible within the framework of the General
Meeting is determined by the share ownership as of midnight on the 10th day
preceding the General Meeting, therefore at midnight CET on 25 April 2010
(record date).
For bearer shares deposited with a custodian, evidence of share ownership on
the record date shall be furnished simply by way of a deposit receipt according
to Article 10a AktG, whereas such receipt must be received by the company no
later than on the 3rd working day preceding the General Meeting therefore by no
later than 30 April 2010, exclusively at the following address:
By post: CA Immo International AG
Investor Relations
Mechelgasse 1
1030 Vienna
By fax: CA Immo International AG
Investor Relations
+43 (0)1 532 59 07-595
Deposit receipts cannot be transmitted by SWIFT (Section 262 (20) AktG).
Deposit receipt according to Article 10a AktG
The deposit receipt is to be issued by the custodian financial institution
having its seat in a member state of the European Economic Area or in a full
member state of the OECD, whereas the receipt shall contain the following
information:
• Information on the issuer: name/company name and address or a code
conventionally used in transactions between financial institutions (SWIFT
code)
• Information on the shareholder: name/company name, address, date of birth if
a natural person, if applicable name of register and registration number if
a legal entity
• Information on the shares: number of shares held by the shareholder (if par
shares), also the par value and (in case of several share categories) the
name of the share category or the internationally accepted security
identification number
• Custody account number or other identifier
• Time to which the deposit receipt refers
The deposit receipt furnishing evidence of share ownership and the entitlement
to attend the General Meeting must refer to the forenamed record date,
therefore to 25 April 2010.
The deposit receipt shall be accepted in either German or English.
The shares of shareholders registering for the General Meeting or presenting a
deposit receipt shall not be blocked, so that shareholders can still freely
dispose of their shares even after registering or presenting a deposit receipt.
Representation by proxy
Each shareholder entitled to attend the General Meeting is entitled to appoint
a proxy to attend the General Meeting in his name, whereas the proxy shall
dispose of the rights held by the shareholder he is representing.
The proxy must be granted to a specific person (natural person or legal entity)
in text form, whereas several persons can be granted proxy.
The proxy form must be received by the company exclusively at one of the
following addresses:
By post: CA Immo International AG
Investor Relations
Mechelgasse 1
1030 Vienna
By fax: CA Immo International AG
Investor Relations
+43 (0)1 532 59 07-595
By e-mail: ir@caimmointernational.com, whereas the notification is to be
attached to the e-mail in text form, as a PDF file for example
By hand: Upon registering for the General Meeting at the venue
A proxy form will be sent on request. It can also be downloaded from the
company's website at
http://www.caimmointernational.com/en/investor_relations/ordinary_shareholders_m
eeting/.
If the proxy form is not presented by hand when registering on the day of the
General Meeting, it must be received by the company by no later than 4 pm CET
on 4 May 2010.
If a shareholder has granted proxy to his custodian financial institution, such
institution, in addition to issuing a deposit receipt, can simply declare that
it has been granted proxy. The remarks concerning the presentation of deposit
receipts shall apply mutatis mutandis to the furnishing of such a declaration.
As a service, we intend to offer our shareholders the option of being
represented in the General Meeting by voting proxies appointed by the company.
Please note that the voting proxies do not accept any orders to speak, raise
objections to resolutions of the General Meeting, ask questions, or make
proposals.
The preceding provisions concerning the granting of proxy apply mutatis
mutandis to the revoking of such proxy.
Total number of shares and votes
At the time of the convening of the General Meeting, the company's share
capital totals EUR 315,959,906.95 and is divided into 43,460,785 no-par/bearer
shares. Each share carries one vote; the total number of votes is 43,460,785.
The shareholders and proxies can be asked, upon entering the General Meeting,
to prove their identity by showing a generally accepted valid identity document
bearing a photograph, such as a passport or driving licence. In order to
facilitate efficient admission procedures, shareholders are asked to arrive at
the venue in good time before the start of the General Meeting. Doors open for
the collection of voting cards at 9 am.
Vienna, April 2010
The Management Board
Further inquiry note:
CA Immo International AG
Mag. Florian Nowotny (Investor Relations)
Mag. Claudia Hainz (Investor Relations)
Tel.: +43 (0)1 532 59 07-593
Fax: +43 (0)1 532 59 07-595
e-mail: ir@caimmointernational.com
www.caimmointernational.com
end of announcement euro adhoc
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issuer: CA Immo International AG
Mechelgasse 1
A-1030 Wien
phone: +43 1 532 59 07
FAX: +43 1 532 59 07-550
mail: office@caimmointernational.com
WWW: www.caimmointernational.com
sector: Real Estate
ISIN: ATCAIMMOINT5
indexes: WBI, ATX Prime
stockmarkets: official market: Wien
language: English
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