BUWOG AG / Announcement of the Convening of the General Meeting
16.09.2014 10:50

Announcement of the Convening of the General Meeting, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Invitation to the 1st Ordinary Shareholders' Meeting
We hereby invite our shareholders to the 1st ordinary shareholders' meeting of BUWOG AG with its registered office in Vienna, FN 349794 d, to take place on 14 October 2014 at 11:00 a.m. CET/CEST (Vienna local time) at Austria Center Vienna, Bruno-Kreisky-Platz 1, AT-1220 Vienna, Austria.
A. Agenda (Section 106 item 3 Austrian Stock Corporation Act)
1. Presentation of the adopted annual financial statements including the management report, the corporate governance report, the consolidated financial statements including the group management report, the proposal for the appropriation of the balance sheet profit and the report of the supervisory board on the business year 2013/2014.
2. Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2013/2014.
3. Resolution on the approval of the actions of the members of the executive board for the business year 2013/2014.
4. Resolution on the approval of the actions of the members of the supervisory board for the business year 2013/2014.
5. Election of the auditor for the individual and consolidated financial     statements for the business year 2014/2015.

6. Resolution on the conditional increase of the share capital (section 159 para 2 item 3 Austrian Stock Corporation Act) for the purpose of granting stock options to the members of the executive board (Long-Term Incentive Programme 2014) and the related amendments to the Articles of Association in Article 4 (Registered Capital and Shares).
7. Resolution on the cancellation of the existing but not used conditional capital (section 159 para 2 item 2 Austrian Stock Corporation Act) for the purpose of implementing the spin-off and takeover contract with IMMOFINANZ AG as resolved upon at the shareholder's meeting on 14 March     2014.

8. Resolution on the authorisation of the executive board to issue convertible bonds and resolution on the authorisation of the executive board to exclude the shareholders' subscription right for the convertible bonds as well as resolution on the conditional increase of     the share capital.

Resolutions on the authorisation of the executive board to issue convertible bonds with conversion rights and/or subscription rights for new non-par value bearer shares of the company, also with the authorisation of the executive board to exclude the shareholders' subscription right for the convertible bonds and conditional share capital increase pursuant to section 159 para 2 item 1 of the Austrian Stock Corporation Act for conversion rights of holders of convertible bonds issued by the company and the related amendments to the Articles of Association in Article 4 (Registered Capital and Shares).

 9. By-election to the supervisory board.



B. Provision of information (Section 106 item 4 Austrian Stock Corporation     Act)

In accordance with Section 108 Austrian Stock Corporation Act the following documents will be published on the company's website (www.buwog.com) from the 21st day prior to the date of the ordinary shareholders' meeting, hence from 23 September 2014:

  - Notice convening the shareholders' meeting

- Motions by the executive board and the supervisory board for each agenda item, including the motion by the supervisory board for the     election to the supervisory board

- Annual financial statements and management report for the 2013/2014     business year

- Consolidated annual financial statements and group management report     for the 2013/2014 business year

- Corporate governance report for the 2013/2014 business year
- Proposal for appropriation of the balance sheet profit
- Report by the supervisory board to the shareholders' meeting according     to section 96 Austrian Stock Corporation Act

- Report by the supervisory board concerning agenda item 6 (conditional capital increase for the purpose of granting stock options to the     members of the executive board)

- Report by the executive board on the justification of the exclusion of subscription rights concerning agenda item 8 (authorisation for the     issue of convertible bonds)

- Declaration by the candidate proposed by the supervisory board for the election to the supervisory board in accordance with section 87 para 2     Austrian Stock Corporation Act

- Forms regarding granting of power of attorney (proxy) (granting, revocation and instructions), also for the proxy representatives named by the company (Mr. Wilhelm Rasinger, Mr. Michael Knap, SEMPER CONSTANTIA PRIVATBANK AKTIENGESELLSCHAFT and Erste Group Bank AG)


C. Information regarding shareholders' rights (Section 106 item 5     Austrian Stock Corporation Act)

1. Request of agenda items by shareholders (Section 109 Austrian Stock         Corporation Act)

Shareholders who have been holding, individually or cumulatively, five percent of the ordinary share capital of the company for a period of at least three months prior to the filing of the request may demand in writing that items shall be put on the agenda of the shareholders' meeting and shall be published. Each such agenda item has to be accompanied by a motion and a rationale.

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission and shall confirm that the shareholder has been holding the shares throughout a period of at least three months prior to the filing of the request. In case of several shareholders who only cumulatively reach the required shareholding of five percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding further required content of the depository confirmation it is referred to the information for participating in the shareholders' meeting (point D).

The written request for additional agenda items together with the confirmation of shareholding described above must be received by the company on the 21st day prior to the date of the ordinary shareholders' meeting, hence on 23 September 2014 at the latest at its business address AT-1130 Vienna, Hietzinger Kai 131.

2. Motions by shareholders (Section 110 Austrian Stock Corporation         Act)

Shareholders whose shareholdings, individually or cumulatively, equal or exceed one percent of the ordinary share capital of the company may file for each item of the agenda a motion in text form (in writing, no signature required) with the company and demand that these motions together with the names of the filing shareholders, their rationales which are to be attached and, if applicable, comments by the executive or the supervisory board thereto shall be made available on the website of the company (www.buwog.com).

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission. In case of several shareholders who only cumulatively reach the required shareholding of one percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding the further required content of the depository confirmation it is referred to the information for participating in the shareholders' meeting (point D).

The motion together with the confirmation of shareholding described above must be received on the 7th business day prior to the date of the ordinary shareholders' meeting, hence on 03 October 2014 at the latest,
- via e-mail to the address: hauptversammlung@buwog.com, or
- via mail, courier service or personally delivered at its business address at AT-1130 Vienna, Hietzinger Kai 131, or
- via facsimile under the fax number +43 (0) 1 87828-5888.
3. Right of information (Section 118 Austrian Stock Corporation Act)
Each shareholder shall, upon request, be informed at the shareholders' meeting regarding the company's affairs as far as necessary for a proper judgement in respect of items of the agenda. The information right also relates to the company's legal and commercial relationships to its affiliated companies.

Providing the information may be rejected as far as
1. providing the information could, subject to reasonable business judgement, cause significant damage to the company or to an affiliate     company, or

2. providing the information would constitute an offence.
Questions requiring a certain preparation time to answer may, in the interest of an efficient session, be submitted to the company in text form (in writing, no signature required) prior to the shareholders' meeting in a timely manner.

These questions may be conveyed to the company 

- via e-mail to the address: hauptversammlung@buwog.com, or
- via mail, courier service or personally delivered at its business address at AT-1130 Vienna, Hietzinger Kai 131, or
- per facsimile under the fax number +43 (0) 1 87828-5888.


D. Record date and prerequisites for participation in the shareholders' meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):
For the right to participate in the shareholders' meeting and to exercise shareholder rights shares of the company must be held at the end of the tenth day prior to the shareholders' meeting (record date), this is 04 October 2014 (Saturday), 24:00 (midnight) CET/CEST (Vienna local time).
Only such persons are entitled to participate in the shareholders' meeting who are shareholders at the end of the record date and confirm this vis-à-vis the company.

In the case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient for the confirmation of the shareholding. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD.

The depository confirmation must contain the following details (Section 10a para 2 Austrian Stock Corporation Act):

- Details of the issuer: name (company name), address or a standard code used in communications between credit institutions
- Details of the shareholder: name/company, address, in case of natural persons the date of birth and in case of legal persons the register and     registration number (if applicable)

- Details of the shares: number of the shares held by the shareholder, the class of shares or the international securities identification     number

- Securities account number or other identification
- Confirmation that the depository confirmation refers to the balance of the securities account as of 04 October 2014, 24:00 (midnight) CET/CEST     (Vienna local time).

The depository confirmation may be issued in German or English.
The depository confirmation must be received on the third business day prior to the shareholders' meeting, hence on 09 October 2014, 24:00 (midnight) CET/CEST (Vienna local time) at the latest
- as document signed by officers representing the issuing credit institution via mail or courier service at the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am     Wechsel, or

- per facsimile under the fax number + 43 (0) 1 8900-50097 or
- per e-mail to the address: anmeldung.buwog@hauptversammlung.at (depository confirmation as pdf-document attached to the e-mail) or
- per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification     of the ISIN AT00BUWOG001 is necessary).

Credit institutions are kindly asked to send depository confirmations collectively in the form of a list.

Access to the shareholders' meeting

Conveyance of the depository confirmation is deemed as registration for participation in the shareholders' meeting. The shareholders or their representatives are requested to present an official photo identification (driving licence, passport, identity card) at the entrance for identity verification purposes. For your time planning please take into consideration the number of expected participants and the common security controls. Pick up of voting cards starts at 10:00 a.m.


E. Appointment of a representative (proxy holder) (Section 106 item 8     Austrian Stock Corporation Act)

According to section 113 Austrian Stock Corporation Act each shareholder, who is entitled to participate in the shareholders' meeting has the right to appoint a natural or legal person as its representative (proxy holder). The proxy holder participates in the shareholders' meeting on behalf of the shareholder and has the same rights as the shareholder it represents. Each proxy shall clearly specify the proxy holder by name. The shareholder is not restricted regarding number and choice of proxy holders, however, the company itself or members of the executive board or supervisory board may only exercise voting right insofar as the shareholder has issued explicit voting instructions.

The power of attorney (proxy) shall be granted to a specific person. Powers of attorney (proxies) as well as their revocations shall be issued in text form (written, no signature required).

A shareholder may grant power of attorney (proxy) to the credit institution where the shares are held on a securities account. In such case, in addition to the depository confirmation, it is sufficient that the credit institution confirms to the company, in a permitted way (see above), that it has been granted power of attorney (proxy); in such case the power of attorney (proxy) does not need to be conveyed to the company separately.
An issued power of attorney (proxy) may be revoked by the shareholder. The revocation shall only be effective after receipt by the company.
Declarations on the issuing of power of attorney (proxy) and respective revocations can be conveyed to the company solely via the following ways:
- via mail or courier service at the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
- per facsimile under the fax number + 43 (0) 1 8900-50097;
- via e-mail to the address: anmeldung.buwog@hauptversammlung.at (as     scanned PDF-document attached to the e-mail);

- personally delivered at the entrance to the shareholders' meeting
- by credit institutions according to Section 114 para 1 Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification of the ISIN AT00BUWOG001 is necessary).
The power of attorney (proxy) or a revocation shall be received by 04:00 p.m. CET/CEST (Vienna local time) on the day preceding the day of the shareholders' meeting (hence on 13 October 2014). After this point in time the power of attorney (proxy) or a revocation shall be personally delivered on the date of the shareholders' meeting at the meeting venue during registration.

Also Mr. Wilhelm Rasinger, Mr. Michael Knap, SEMPER CONSTANTIA PRIVATBANK AKTIENGESELLSCHAFT and Erste Group Bank AG are available to the shareholders as proxy holders in order to exercise their voting rights in the shareholders' meeting.

Declarations on the issuing of power of attorney (proxy) may be conveyed either to Mr. Wilhelm Rasinger, Mr. Michael Knap, SEMPER CONSTANTIA PRIVATBANK AKTIENGESELLSCHAFT, Erste Group Bank AG or in one of the above mentioned ways.

The company has provided forms for granting of a power of attorney (proxy) on its website (www.buwog.com). In order to facilitate the administration of the powers of attorney (proxies) shareholders are kindly asked to use the forms provided on the website.

- Total number of shares and voting rights (Section 106 item 9 Austrian     Stock Corporation Act)

As at the date of the notice convening the shareholders' meeting the company has issued 99,613,479 non-par value bearer shares whereby each share grants one vote. The company and its subsidiaries do not hold any shares of the company as of today, so that 99,613,479 voting rights can be exercised at present.

According to the De-domination Agreement between IMMOFINANZ AG and BUWOG AG, IMMOFINANZ AG is subject to certain voting restrictions with respect to the shares of the company. Pursuant to the agreed restrictions on the voting rights IMMOFINANZ AG is not entitled to exercise the voting rights on item 3 of the agenda (resolution on the approval of the actions of the members of the executive board), item 4 of the agenda (resolution on the approval of the actions of the members of the supervisory board) regarding the members of the supervisory board not elected by IMMOFINANZ AG and item 5 of the agenda (election of the auditor for the individual and consolidated financial statements).



Vienna, 16 September 2014 

The Executive Board of BUWOG AG

International Securities Identification Number (ISIN)
AT00BUWOG001


16.09.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      BUWOG AG
              Hietzinger Kai 131  
              1130  Wien
              Austria
Phone:        +43 1 87 8281130
Fax:          +43 1 87 8285299
E-mail:       investor@buwog.at
Internet:     www.buwog.com
ISIN:         AT00BUWOG001
WKN:          A1XDYU
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin - Tradegate Exchange, Düsseldorf, München, Stuttgart; Wien (Amtlicher Handel / Official Market)  
End of Announcement DGAP News-Service  

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