• 30.06.2010, 11:37:55
  • /
  • OTE0005

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 173093z
(the "Company" or "CWT")

Notification
pursuant to § 3 Sec 4 Squeeze-out Act

and

Invitation

Pursuant to § 3 Sec 4 Squeeze-out Act (Gesellschafter-Ausschlussgesetz), the
Management Board of an Austrian stock corporation is obliged to make an
announcement regarding any planned resolution to squeeze out minority
shareholders at least one month before the day of the General Meeting.

Eimco Water Technologies GmbH ("Eimco"), a limited liability company under
Austrian law with its registered office in Vienna and its business address at
Parkring 2, A-1010 Vienna, Austria, registered with the Commercial Register of
the Commercial Court of Vienna under FN 326396w, and shareholder of CHRIST WATER
TECHNOLOGY AG, has requested in accordance with the Squeeze-out Act that the
General Meeting of CWT adopt a resolution transferring all shares held by the
remaining shareholders to Eimco as principal shareholder.

This resolution shall be adopted at the Annual General Meeting.

The shareholders of the Company are hereby invited to

the 9th Annual General Meeting
of CHRIST WATER TECHNOLOGY AG

which will be held on Friday, 30 July 2010 at 9:30 a.m. at Schloss Mondsee,
Tagungssaal des Schlosses Mondsee (Kultur- und Veranstaltungszentrum, Schlosshof
1a) in 5310 Mondsee.

The A g e n d a

is as follows:
1. Presentation of the approved annual financial statements for 2009, including
the management report and corporate governance report, and presentation of the
approved consolidated financial statements for 2009, including the group
management report, and the report of the Supervisory Board.
2. Adoption of a resolution regarding the formal discharge of the members of the
Management Board and Supervisory Board for the 2009 financial year.
3. Election of members to the Supervisory Board.
4. Adoption of a resolution regarding the squeeze-out of minority shareholders
pursuant to § 1 Sec 1 Subsec 1 Squeeze-out Act
("Gesellschafter-Ausschlussgesetz"), i.e. the transfer of all shares held by the
remaining shareholders of CHRIST WATER TECHNOLOGY AG to Eimco Water Technologies
GmbH as principal shareholder against payment of an appropriate cash settlement
pursuant to § 2 Squeeze-out Act.

Squeeze-out (Agenda item 4)
In accordance with the request made by Eimco as principal shareholder, the
Management Board and Supervisory Board of CWT propose that a resolution based on
the following text be adopted at the 9th Annual General Meeting of CWT:

"Pursuant to § 1 of the Austrian Squeeze-out Act, the shares of all shareholders
of CHRIST WATER TECHNOLOGY AG other than those held by Eimco Water Technologies
GmbH, Parkring 2, A-1010 Vienna, having its registered seat in Vienna and
registered with the Commercial Register of the Commercial Court of Vienna under
FN 326396w, shall, against payment of an appropriate cash settlement, be
transferred to the principal shareholder Eimco Water Technologies GmbH. The
principal shareholder shall pay to minority shareholders the sum of EUR 2.10 for
each share they hold in CHRIST WATER TECHNOLOGY AG, free of costs, commissions,
and other charges. The cash settlement shall be due and payable latest two
months after the day on which the announcement is deemed to have been made
regarding the squeeze-out´s entry in the Commercial Register pursuant to § 10 of
the Austrian Commercial Code and it shall accrue interest at a rate of 2% per
annum above the base rate applicable at the time, beginning on the day following
the General Meeting at which the resolution was adopted up until the due date.
The principal shareholder shall bear the costs of performing the squeeze-out, in
particular, payment of the cash settlement."

Documents relative to Squeeze-out
Shareholders should note that, pursuant to § 3 Sec 5 Squeeze-out Act, they can
inspect the following documents at the Company´s registered seat in 5310
Mondsee, Walter-Simmer-Straße 4 from 30.06.2010, and these documents may also be
downloaded free of charge from the Investors section of the Company´s website
(http://www.christwater.com/EN/):

a) The text of the proposed resolution regarding the squeeze-out;
b) The Joint Report of the Management Board of CWT and Eimco pursuant to § 3 Sec
1 Squeeze-out Act;
c) The Audit Report prepared by Grant Thornton Wirtschaftsprüfungs- und
Steuerberatungs-GmbH as the court-appointed expert auditor in accordance with §
3 Sec 2 Squeeze-out Act;
d) The Audit Report of the Supervisory Board of CWT in accordance with § 3 Sec 2
Squeeze-out Act;
e) The annual financial statements and management reports of CHRIST WATER
TECHNOLOGY AG for the past three years, i.e. 2007, 2008 and 2009; and
f) The consolidated financial statements and group management reports for the
past three financial years, i.e. 2007, 2008 and 2009.

Every shareholder is entitled to inspect the documents.

The documents will be available on the Company´s website under
http://www.christwater.com/EN/ for a period of one month after the General
Meeting.

Documents relative to Annual General Meeting
From Friday, 09.07.2010, shareholders will be able to inspect the following
documents, pursuant to § 108 Sec 3 Stock Corporation Act, at the Company´s
premises in 5310 Mondsee, Walter-Simmer-Straße 4:

a) the annual financial statement, including the management report and the
corporate governance report, and the consolidated financial statements,
including the group management report, and the report of the Supervisory Board;
and
b) the proposed resolutions of the Management Board and Supervisory Board,
including the declarations of the candidates put forward for election to the
Supervisory Board pursuant to § 87 Sec 2 Stock Corporation Act.

From 09.07.2010, the above-mentioned 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 also be downloaded from the
Company´s website http://www.christwater.com/EN/Investors/General-Meeting/. The
above-mentioned information will also be available on the Company´s website for
a period of one month after the General Meeting.

Right to participate - Record date and safe custody receipt ("Depotbestätigung")
As a result of the amendments to the Stock Corporation Act introduced by the Act
Amending the Stock Corporation Act 2009 ("Aktienrechtsänderungsgesetz 2009"),
the regulations in the Company´s Articles of Association regarding the
convocation of a General Meeting, the depositing 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 the 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 Tuesday, 20.07.2010, 12 p.m. (midnight) CEST.
Participation in the General Meeting is only permitted if a person is a
shareholder on that date and proves this fact to the Company.

In the case of deposited bearer shares ("depotverwahrte Inhaberaktien"),
submitting a safe custody receipt ("Depotbestätigung"), which must be received
by the Company no later than 27.07.2010, is sufficient proof of share ownership
pursuant to § 10a Stock Corporation Act.

The safe custody receipt ("Depotbestätigung") must be issued by a credit
institution maintaining the deposit with its seat in a member state of the
European Economic Area or in a full member state of the OECD and it needs to
contain at least the requirements 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 for legal persons. Information concerning the
shares: number of shares held by the shareholder, safe custody number and any
other relevant description, and the date to which the safe custody receipt
refers. The safe custody receipt must refer to the above-mentioned record date
of 20.07.2010, 12 p.m. (midnight) CEST, 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 safe custody receipts ("Depotbestätigungen") via an
internationally disseminated, specifically secured communication network of
credit institutions is excluded pursuant to § 262 Sec 20 Stock Corporation Act.
Consequently, safe custody receipts ("Depotbestätigungen") may only be submitted
by fax to +43 6232 9011 1099 or by post to CHRIST WATER TECHNOLOGY AG, A-5310
Mondsee, Walter-Simmer-Straße 4. Transmission by electronic means (e-mail) is
only allowed if a qualified electronic signature (§ 4 Act on Signatures,
"SignaturG") is used; in such case, only the following e-mail address may be
used: office@christ-water.com.

Shareholders should note that shares do not become non-tradable either as a
result of registration for the General Meeting or through the submission of a
safe custody receipt ("Depotbestätigung"), and shareholders are able to freely
dispose of their shares, without restriction, even after registration is
effected or the safe custody receipt ("Depotbestätigung") has been submitted.

Reference to the rights of shareholders pursuant to § 106 (5) Stock Corporation
Act
Pursuant to § 109 Stock Corporation Act, shareholders whose shares equal in
aggregate 5 % of the share capital of the Company may request in writing that
items are added to the agenda of the General Meeting and details 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 who make such a request must have held their shares for a period of
three (3) months prior to submitting the request. Such a request in writing
(with signature under private hand) ("Schriftform") must be received by the
Company by the 21st day before the General Meeting, that is 09.07.2010, solely
at the address of CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee,
Walter-Simmer-Straße 4. Transmission by electronic means (e-mail) is only
allowed if a qualified electronic signature (§ 4 Act on Signatures, "SignaturG")
is used; in such case, only the following e-mail address may be used:
office@christ-water.com.

Pursuant to § 110 Stock Corporation Act, shareholders whose shares equal in
aggregate 1 % of the share capital may submit to the Company in writing
("Textform") proposals for resolutions in respect of each agenda item and may
request that these proposals are made available on the Company´s website,
together with the names of the respective shareholders, the reasoning behind the
proposals and, where applicable, the statements issued by the Management Board
or the Supervisory Board. Proposals submitted for the election of members to the
Supervisory Board (item 3 of the agenda) must be accompanied by a declaration
from the person being nominated pursuant to § 87 Sec 2 Stock Corporation Act,
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 by the 7th business day before the General Meeting, that
is 21.07.2010 at the very latest, at the address of CHRIST WATER TECHNOLOGY AG,
A-5310 Mondsee, Walter-Simmer-Straße 4 or it may be sent by fax to +43 6232 9011
1099 or by e-mail to: office@christ-water.com.

Pursuant to § 109 and § 110 Stock Corporation Act, shareholders must provide
evidence of share ownership in order to exercise their rights as shareholders.
In the case of deposited bearer shares ("depotverwahrte Inhaberaktien"), the
submission of a safe custody receipt ("Depotbestätigung"), which, at the time of
its submission, must not be more than seven (7) days old, is sufficient evidence
pursuant to § 10a Stock Corporation Act. 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.

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 provide information also extends to the Company´s legal and
business relations with 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 if 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.

Pursuant to § 3 Sec 8 Squeeze-out Act each shareholder must upon request be
provided with information regarding all of the principal shareholder´s material
affairs at the shareholders´ meeting. Section 118 Sec 3 Stock Corporation Act
(refusal of information, see above) shall apply mutatis mutandis.

Each shareholder, the Management 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 duly publicised as an agenda item. No
announcement is required in respect of the adoption of a resolution regarding an
application submitted at the meeting which relates to the convocation of a
General Meeting or with respect to debates not requiring the adoption of a
resolution. A proposed 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. It is mandatory for a
shareholder proposal for the election of a member to the Supervisory Board to be
preceded by the submission of a proposal for a resolution pursuant to § 110
Stock Corporation Act, together 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 legal person as proxy to participate 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 or a member of the Management Board
or the Supervisory Board may only exercise voting rights as proxy to the extent
the shareholder has 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 which is 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 submitted to the Company in the General
Meeting before voting commences, or they may be submitted by fax to +43 6232
9011 1099, by e-mail to office@christ-water.com or by post to CHRIST WATER
TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4. However, if these means
of communication are used, the proxy or its revocation must in any case be
received by the Company no later than 29.07.2010, 1 p.m. CEST.

Where a shareholder has granted a proxy to the credit institution maintaining
his or her deposit, it will be sufficient if the credit institution declares, in
addition to the safe custody receipt ("Depotbestätigung"), that a proxy was
granted to it. 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 owns no shares in the Company at the
time of convocation of the General Meeting. Accordingly, currently 19,644,349
voting rights may be exercised.

Mondsee, June 2010
The Management Board
(regarding agenda item 4
at the request of the Principal Shareholder)

Further inquiry note:
Christ Water Technology AG
Mag. Harald Wegscheider
harald.wegscheider@christwater.com
Tel.: 06232/9011-1002
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: office@christ-water.com
WWW: www.christ-water.com
sector: Biotechnology
ISIN: AT0000499157
indexes: WBI, Standard Market Continous
stockmarkets: official market: Wien
language: English

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