Shareholders' meeting according to article 107 section 3 AktG
CA Immo International AG: Invitation to the Extraordinary General Meeting
Vienna
(pta005/26.08.2010/07:00 UTC+2)
We hereby invite our shareholders to the Extraordinary General Meeting of CA Immo International AG, which is to be held at 1:00 pm on 27 September 2010 at the seat of the company which is 1030 Vienna, Mechelgasse 1.
Agenda
1. Resolution concerning consent to the conclusion of the merger agreement based on the draft merger agreement dated 25.8.2010 and to the merger of CA Immo International AG, with its seat in Vienna, commercial register number FN 248937i, as the transferor company, by universal succession as a result of the transfer of its assets in their entirety with all rights and obligations and without recourse to liquidation, with CA Immobilien Anlagen Aktiengesellschaft, with its seat in Vienna, FN 75895k, as the acquiring company, drawing on the benefits under Article I of the Austrian Reorganisation Tax Act (UmgrStG) as at the effective merger date of 31.12.2009.
Documents relating to the General Meeting (Article 106 Point 4 AktG (Stock Corporation Act))
The following documents, together with the complete text of this invitation, and the forms for appointment and revocation of proxy have been available for inspection by shareholders, in accordance with Article 221a AktG, since 26 August 2010 during normal business hours on the business premises at the company seat at 1030 Vienna, Mechelgasse 1, Austria, Investor Relations Department, and are also accessible on the internet at http://www.caimmointernational.com/en/investor_relations/ordinary_shareholders_meeting/; they will also be available at the General Meeting:
* Motions for resolutions relating to Agenda Point 1
* Draft merger agreement dated 25.8.2010 together with the audited financial statements of CA Immo International AG as final balance sheet and the auditor's report as at 31.12.2009
* Annual Financial Statements and Management Reports of CA Immobilien Anlagen Aktiengesellschaft and CA Immo International AG for the last three financial years and the Corporate Governance Reports of both companies involved in the merger for fiscal year 2009
* Interim balance sheets for CA Immobilien Anlagen Aktiengesellschaft and CA Immo International AG as at 30.6.2010
* Joint merger report by the Management Boards of CA Immobilien Anlagen Aktiengesellschaft and CA Immo International AG
* Joint audit report by PwC Transaction Services Wirtschaftsprüfung GmbH on CA Immobilien Anlagen Aktiengesellschaft and CA Immo International AG
* Reports by the Supervisory Boards of CA Immobilien Anlagen Aktiengesellschaft and CA Immo International AG
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 19th day preceding the General Meeting, therefore by no later than Wednesday, 8 September 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 Thursday, 16 September 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. Furthermore, under Article 221a Section 6 AktG, every shareholder must also be given information on request at the General Meeting about all matters of relevance to the merger relating to the other companies involved.
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 (Article 106 Points 6 and 7 AktG (Stock Corporation Act))
Entitlement to attend the General Meeting and exercise voting rights and other shareholder's rights that can be exercised in the context of the General Meeting is determined, in accordance with Article111 Section 1 AktG, by share ownership at the end of the 10th day before the General Meeting, i.e. on Friday, 17 September 2010, midnight CET (record date).
For bearer shares deposited with a custodian, the necessary evidence of share ownership on the record date shall be furnished simply by a deposit receipt according to Article 10a AktG, to be no more than seven days old at the time of presentation to the company and to be received by the company exclusively at the following address, no later than the 3rd working day before the General Meeting, i.e. no later than Wednesday, 22 September 2010:
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 (Article 262 (20) AktG).
Evidence of bearer shares not deposited with a custodian is furnished by way of confirmation by a notary public, the contents of which are in accordance with Article 10a Section 2 AktG (confirmation of holding), to be received by the company no later than the 3rd working day before the General Meeting, i.e. not later than Wednesday, 22 September 2010 and which may be no more than seven days old at the time of presentation to the company. The confirmations must be sent by post or fax to the addresses given above.
Deposit receipt according to Article 10a AktG (Stock Corporation Act)
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 on Friday, 17 September 2010, midnight CET (record date). The deposit receipt shall be accepted in either German or English. All written communications from shareholders must be addressed to the company 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. It is possible to appoint a limited proxy.
The company itself or a member of the Supervisory Board or Management Board may exercise voting rights as a proxy only insofar as the shareholder has issued express instructions relating to the exercise of voting rights with respect to individual agenda items.
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_meeting/.
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 Friday, 24 September 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.
The preceding provisions concerning the granting of proxy apply mutatis mutandis to the revoking of such proxy.
Shareholders should be aware that even if a proxy is appointed, the conditions of attendance, as described under "Record date and attendance at the General Meeting (Article 106 Points 6 and 7 AktG)", must still be met.
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 12:30 am.
Vienna, August 2010
The Management Board
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Emitter: |
CA Immo International AG Mechelgasse 1 1030 Wien Austria |
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Contact Person: | Mag. Claudia Hainz | |
Phone: | (+431) 532 59 07 - 502 | |
E-Mail: | hainz@caimmointernational.com | |
Website: | www.caimmointernational.com | |
ISIN(s): | ATCAIMMOINT5 (Share) | |
Stock Exchange(s): | Vienna Stock Exchange (Official Trade) |