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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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Convenience translation for information purposes only!
INVITATION
The Shareholders of the Company are invited to the
Extraordinary General Meeting
of
bwin Interactive Entertainment AG
with registered offices in Vienna
to be held at 10 a.m. on Friday, 28 January 2011
in the stock exchange hall,
Wipplingerstrasse 34, 1010 Vienna / Austria
(FN 166449d, ISIN AT0000767553)
I. Agenda
Restructuring of bwin Interactive Entertainment AG
1. Resolution on the demerger as follows
a) Approval of the transfer of the entire operating activities of bwin
Interactive Entertainment AG together with the participations listed under
§4(10)(a) of the draft demerger and acquisition agreement by way of demerger for
acquisition in accordance with §1 para. 2 no. 2 in combination with §17 of the
Demerger Act from bwin Interactive Entertainment AG as transferring company to
bwin Services AG with registered offices in Vienna, FN 351580 f, as acquiring
company in accordance with the provisions of the draft demerger and acquisition
agreement dated 17 December 2010; and
b) approval of the conclusion of the relevant demerger and acquisition
agreement.
2. Resolution on the cross-border merger as follows
a) Approval of the cross-border merger of bwin Interactive Entertainment AG
as the transferring company by way of general legal succession by transfer of
its assets in their entirety with all rights and obligations and without going
into liquidation, to Party-Gaming Plc with registered offices in Gibraltar,
registered with the Registrar of Companies in Gibraltar under registration
number 91225, as acquiring company in accordance with the provisions of the
joint merger plan dated 20 December 2010; and
b) approval of the joint merger plan dated 20 December 2010.
3. Presentation of the closing balance sheet of bwin Interactive
Entertainment AG together including notes as of 30 September 2010.
4. Resolution on the exoneration of the members of the management board
during the period from 1 January 2010 through 30 September 2010.
5. Resolution on the exoneration of the members of the supervisory board
during the period from 1 January 2010 through 30 September 2010.
6. Resolution on supervisory board remuneration for the financial year
2010.
II. Provision of information
1. In accordance with § 7 Demerger Act and § 8 EU Merger Act in conjunction
with § 221a para. 2 Stock Corporation Act, from 24 December 2010 at the latest,
the following documents are to be made available at the registered offices of
the companies involved (Börsegasse 11, 1010 Vienna, Austria, contact: Konrad
Sveceny, and Suite 711, Europort, Gibraltar) for inspection by shareholders
during the normal business hours of the companies from Monday to Friday from 9
a.m. till 5 p.m. These documents have also been made available on the website of
bwin Interactive Entertainment AG (www.bwin.org):
In connection with the demerger (item 1 of the agenda):
a) draft demerger and acqusition agreement dated 17 December 2010 together
with appendixes;
b) audited financial statements and management reports of bwin Interactive
Entertainment AG for the last three financial years;
c) audited closing balance sheet of bwin Interactive Entertainment AG as of
30 September 2010;
d) interim balance sheet of bwin Interactive Entertainment AG and bwin
Services AG as of 30 September 2010;
e) joint demerger report of the management boards of bwin Interactive
Entertainment AG and bwin Services AG;
f) audit report of the court-appointed auditor, Hammerschmied, Hohenegger &
Partner Wirtschaftsprüfungs Ges.m.b.H., Am Heumarkt 13, 1030 Vienna;
g) joint report of the supervisory boards of bwin Interactive Entertainment
AG and bwin Services AG.
In connection with the cross-border merger (item 2 of the agenda):
a) merger plan dated 20 December 2010;
b) financial statements and management reports of bwin Interactive
Entertainment AG and PartyGaming Plc for the last three financial years together
with corporate governance reports to the extent that these are required by law;
c) closing balance sheet of bwin Interactive Entertainment AG as of 30
September 2010;
d) interim balance sheets of bwin Interactive Entertainment AG and
PartyGaming Plc as of 30 September 2010;
e) merger reports of the management board of bwin Interactive Entertainment
AG and the board of directors of PartyGaming Plc;
f) audit report of the merger auditor appointed by the supervisory board of
bwin Interactive Entertainment AG, Deloitte Audit Wirtschaftsprüfungs GmbH,
Renngasse 1 / Freyung, 1010 Vienna;
g) audit report by the merger auditor appointed by the board of directors
of PartyGaming, Deloitte Limited, Merchant House, 22/24 John Mackintosh Square,
Gibraltar;
h) report of the supervisory board of bwin Interactive Entertainment AG (no
equivalent of the supervisory board audit report is required under the law of
Gibraltar).
2. Furthermore, in accordance with § 108, para. 3 of the Stock Corporation
Act, the following documents will be available for inspection by shareholders at
the company´s registered offices (Börsegasse 11, 1010 Vienna, Austria, contact:
Konrad Sveceny) no later than 21 days prior to the extraordinary general
meeting, i.e. from 7 January 2011, during the company´s normal business hours
from Monday to Friday from 9 a.m. till 5 p.m. They will also be made available
on the company's website (www.bwin.org).
a) proposed resolutions on items 1, 2 and 4 to 6 of the agenda;
b) convocation of the extraordinary general meeting;
c) forms for granting and revocation of power of attorney.
3. Upon request any shareholder will be sent a copy of the documents
mentioned in points II.1 and II.2 above promptly and free of charge. All these
documents will also be available at the extraordinary general meeting.
III. Information about shareholders´ rights
1. Application by shareholders for business on the agenda (§ 109 Stock
Corporation Act)
Shareholders whose shares together represent five per cent of the share capital
and who have owned these shares for at least three months before making any such
application may make written requests for business to be announced and placed on
the agenda of the Annual General Meeting. Each item on the agenda must be
supported by a draft resolution including reasoning.
The applicant must be able to prove the circumstance and scope of his
shareholding to the company. For this purpose, in accordance with § 10a Stock
Corporation Act it shall be sufficient to submit a confirmation of such
shareholding issued by the deposit holding credit institution with registered
offices in a member state of the European Economic Area or a full member state
of the OECD. The deposit certificate must be no more than seven days old when
submitted to the company, and must confirm that the shareholder has held the
shares continuously for at least three months prior to making the application.
See the notes on right of participation (item IV of the invitation) with respect
to the necessary content of any such deposit confirmation.
Applications for any additional business to be placed on the agenda must reach
the Company together with proof of ownership of the shares no later than the
19th day prior to the extraordinary general meeting, that is, no later than 9
January 2011:
? by post or messenger to the business address (attention Konrad Sveceny,
Investor
? Relations, Börsegasse 11, 1010 Vienna, Austria); or
? by fax on the fax number +43 050 858 16.
2. Proposals on resolutions by shareholders (§ 110 Stock Corporation Act)
Shareholders whose shares together account for one per cent of the share capital
may submit in writing their proposals for resolutions including reasoning for
any item on the agenda and request that these proposals be made available on the
company´s website (www.bwin.org) together with the names of the shareholders
involved, the attached reasoning, and any response from by the management board
or supervisory board.
The applicant must be able to prove the circumstance and scope of his
shareholding. For this purpose, in accordance with § 10a Stock Corporation Act
it shall be sufficient to submit a confirmation of such shareholding issued by
the deposit holding credit institution with registered offices in a member state
of the European Economic Area or a full member state of the OECD. Confirmation
of any such deposit must be no more than seven days old when submitted to the
company. See the notes on right of participation (item IV of the invitation)
with respect to the necessary content of any such deposit confirmation.
Such requests will be taken into consideration provided they reach the company
no later than the seventh working day prior to the extraordinary general
meeting, that is, no later than 19 January 2011:
? by post or messenger to the business address (attention Konrad Sveceny,
Investor
? Relations, Börsegasse 11, 1010 Vienna, Austria); or
? by fax on the fax number +43 050 858 16.
On request, the company will publish such proposals together with the names of
the shareholders involved, the reasoning provided and any response from by the
management board or supervisory board on the company´s website no later than two
working days after receipt thereof. A proposal does not have to be published on
the website particularly if it does not include a reasoning, or if it would
result in a resolution by the extraordinary general meeting in contravention of
the law or the Articles of Association, or a similar proposal based on the same
circumstances has already been published, or it would represent actus reus
defamation of character (§ 111 Criminal Code) or insult (§ 115 Criminal Code),
or the management board would be culpable by publishing it, or the shareholders
indicate that they will not participate in or be represented at the
extraordinary general meeting.
The reasoning does not have to be published if it comprises more than 5,000
characters, or would represent actus reus defamation of character (§ 111
Criminal Code) or insult (§ 115 Criminal Code), or the management board would be
culpable by publishing it.
3. Shareholder information (§ 118 Stock Corporation Act)
On request, every shareholder is entitled to be given information at the
extraordinary general meeting about the affairs of the company to the extent
that this is necessary for a proper understanding of an item on the agenda. This
duty of disclosure also extends to the company´s legal and business relations
with group companies. Such information shall be in conformity with the
principles of conscientious and accurate reporting. Information may be withheld
to the extent that (i) there are reasonable business grounds for supposing that
it would cause a significant disadvantage to the company or a group company, or
(ii) its disclosure would be a punishable offence.
In order not to disrupt the meeting, questions that will require extensive
preparation to answer should be submitted to the management board in good time
before the extraordinary general meeting.
IV. Record date and conditions for participation in the extraordinary
general meeting
In the case of bearer shares, the holder is entitled to participate in the
extraordinary general meeting of a publicly listed company, and to exercise the
shareholders´ rights reserved for the Annual General Meeting only provided he
has held the shares at the end of the tenth day prior to the Annual General
Meeting (record date).
The record date is therefore 18 January 2011.
Therefore only those who are shareholders in the Company at the end of the
record date (i.e., 12 midnight CET on 18 January 2011) and able to prove this to
the Company are entitled to participate in the Annual General Meeting. A deposit
certificate in accordance with § 10a Stock Corporation Act shall suffice as
proof of ownership of shares on the record date. Such a deposit certificate must
be issued by a deposit holding credit institution with registered offices in a
member state of the European Economic Area or a full member state of the OECD.
The deposit certificate must contain the following information:
a) The issuer, specifying name (company) and address or one of the codes
commonly used in transactions between credit institutions;
b) The shareholder, specifying name (company) and address, in the case of
natural persons also date of birth, in the case of legal entities if appropriate
the register and number under which the legal entity is recorded in its country
of origin;
c) the number of the deposit or else any other designation;
d) the number, and if appropriate par value of the shareholder´s shares,
and in the case of several types of shares, the designation of each type or
internationally recognized security numbers;
e) The moment or period of time to which the deposit certificate refers.
The deposit certificate must mention the above-mentioned record date, must be in
writing, and may be issued in either English or German.
The deposit certificate must reach the Company no later than the third working
day prior to the Annual General Meeting, i.e., no later than 25 January 2011:
? by post or messenger to the business address (attention Konrad Sveceny,
Investor Relations, Börsegasse 11, 1010 Vienna, Austria); or
? by fax on the fax number +43 (0)1 8900 500 55 (Erste Bank deposit
service);
? by e-mail: anmeldung.bwin@hauptversammlung.at with the deposit
certificate attached to the e-mail in text form, e.g. as a PDF file;
? by SWIFT: GIBAATWGGMS (message type MT598, specifying ISIN AT0000767553
in the text without fail).
V. Appointment of a proxy
Any shareholder entitled to participate in the extraordinary general meeting has
the right to appoint a natural person or legal entity to represent him. This
representative may participate in the extraordinary general meeting on behalf of
the shareholder, and has the same rights as the shareholder he is representing.
The proxy must be issued in writing to a specific natural person or legal
entity, and must reach the company no later than 4 p.m. on 27 January 2011:
? by post or messenger to the business address (attention Konrad Sveceny,
Investor Relations, Börsegasse 11, 1010 Vienna, Austria); or
? by fax on the fax number +43 (0)1 8900 500 55;
? by e-mail: anmeldung.bwin@hauptversammlung.at with the deposit
certificate attached to the e-mail in text form, e.g. as a PDF file; or
? in person: when registering for the extraordinary general meeting at the
meeting venue.
The revocation of a proxy must also be delivered to the company either to the
address given above or on the fax number given above.
The form provided by the company for this purpose may be used to issue or revoke
a
proxy, and is available on the company´s website (www.bwin.org), or will be sent
by post on request.
VI. Total number of shares and voting rights
When the extraordinary general meeting was convened, the Company had issued
36,066,041 bearer shares, each share bearing one vote. The Company holds 153,586
own shares at the present time. A total of 35,912,455 votes can therefore be
exercised at the present time.
VII. Miscellaneous
This invitation constitutes a publication as construed by § 83, para. 2 Stock
Exchange Act. All times and deadlines specified in this invitation refer to
Central European Time (CET).
In order to ensure the smooth running of the meeting, shareholders and proxies
are requested to identify themselves by presenting their deposit certificates or
identity cards at the registration desk immediately prior to the extraordinary
general meeting.
The Managament Board
Further inquiry note:
Investors:
Konrad Sveceny, Investor Relations
bwin Interactive Entertainment AG
Boersegasse 11, 1010 Vienna, Austria
Tel.: +43 (0) 50 858-20017
E-mail:investorrelations@bwin.org
http://www.bwin.org
Press:
Matthias Winkler, Chief Communications Officer
bwin Interactive Entertainment AG
Boersegasse 11, 1010 Vienna, Austria
Tel.: +43 (0) 50 858-20067
E-mail:press@bwin.org
http://www.bwin.org
end of announcement euro adhoc
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issuer: bwin Interactive Entertainment AG
Börsegasse 11/Lift 3/Top floor
A-1010 Wien
phone: +43 (0) 50 858-0
FAX: +43 (0) 50 858-16
mail: investorrelations@bwin.org
WWW: www.bwin.org
sector: Casinos & Gambling
ISIN: AT0000767553
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English
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