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UBM Development AG: Invitation to the ordinary shareholders' meeting according to article 107 section 3 AktG
UBM Development AG, Vienna
FN 100059 x, ISIN AT0000815402
Invitation to the ordinary shareholders' meeting
This is to invite our shareholders to the ordinary shareholders' meeting of UBM Development AG to be held on Tuesday, 29 May 2018, at 2:00 p.m. (CET) at EURO-PLAZA, Building G, Am Euro-Platz 2, 1120 Vienna.
1. Presentation of the annual financial statements including the management report, the corporate governance report, the consolidated financial statements including the group management report, the proposal for appropriation of the profit and the report made by the Supervisory Board for the financial year 2017.
2. Resolution on the appropriation of the net profit.
3. Resolution on the discharge from liability of the members of the Management Board for the financial year 2017.
4. Resolution on the discharge from liability of the members of the Supervisory Board for the financial year 2017.
5. Election of the auditor and group auditor for the financial year 2018.
II. DOCUMENTS FOR THE SHAREHOLDERS' MEETING; MAKING AVAILABLE OF DOCUMENTS ON THE WEBSITE
The following documents, in particular, will be made available on the Company's website at www.ubm-development.com not later than as of 8 May 2018:
* annual financial statements including the management report,
* corporate governance report,
* consolidated financial statements including the group management report,
* proposal for appropriation of the profit,
* separate non-financial report,
* report of the Supervisory Board,
each for the financial year 2017;
* proposals for resolutions on the items 2 to 5 of the agenda,
* forms for granting of a proxy,
* forms for revocation of a proxy,
* full text of this invitation to the shareholders' meeting.
III. RECORD DATE AND REQUIREMENTS FOR THE ATTENDANCE AT THE SHAREHOLDERS' MEETING
The right to attend the shareholders' meeting and to exercise voting rights and other shareholder rights which are to be claimed in connection with shareholders' meetings depend on the shares held at the end of 19 May 2018 (Record Date).
Only persons who are shareholders at the Record Date and provide evidence thereof to the Company are entitled to attend the shareholders' meeting.
The number of shares held as of the Record Date must be evidenced by providing a deposit receipt as defined in Section 10a Stock Corporation Act, which must be received by the Company by 24 May 2018 (12:00 p.m. CET) at the latest, exclusively at one of the addresses stated below:
(i) for submitting the deposit receipt in text format, which is sufficient under the Articles of Association pursuant to Article 16 (3)
By fax: +43 (0) 1 8900 500-77
By email email@example.com (with the deposit receipt to be attached to the email in text format, for example as a PDF.)
(ii) for submitting the deposit receipt in writing,
By post or courier UBM Development AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel
Via SWIFT GIBAATWGGMS
(Message Type MT598 or MT599, please make sure to state ISIN AT0000815402 in the text)
The shareholders are requested to contact their bank keeping the securities account and to arrange for the issuance and transmission of a deposit receipt.
The Record Date has no impact on the possibility to dispose the shares and has no significance for dividend entitlement.
Deposit receipt pursuant to Section 10a Stock Corporation Act
The deposit receipt must be issued by the bank keeping the securities account, which shall have its registered office in a Member State of the European Economic Area or in a Full Member State of the OECD, and must contain the following information:
* information on the issuer: name and address or a standard code used for transactions between banks (BIC),
* information on the shareholder: name and address, date of birth in the case of individuals, register and register number in the case of legal entities,
* information on the shares: number of shares held by the shareholder, ISIN AT0000815402,
* securities account number (or any other designation),
* time to which the deposit receipt refers.
Deposit receipts as evidence of the shareholding for attendance at shareholders' meetings must refer to the Record Date stated above, 19 May 2018 (12:00 p.m., CET; Vienna local time).
Deposit receipts will be accepted in German or in English.
Proof of identity
We kindly ask shareholders and proxy holders to have a valid official photo identification document ready for registration.
IV. RIGHT OF REPRESENTATION BY PROXY AND THE PROCEDURE TO BE FOLLOWED
Every shareholder who is entitled to attend the shareholders' meeting and who has proved evidence thereof in accordance with item III. of this invitation has the right to appoint a proxy who shall attend the shareholders' meeting on behalf of the shareholder and who shall have the same rights as the shareholder he/she represents.
A proxy must be granted to a specific person (an individual or a legal entity) in text form (Section 13 (2) Stock Corporation Act), and also several persons may be granted proxy.
The granting of proxy is possible both before and during the shareholders' meeting.
For the submission of the proxy, we offer the following means of communication and the addresses:
By post or courier UBM Development AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen/Wechsel
By fax: +43 (0) 1 8900 500-77
By email firstname.lastname@example.org (with the proxy to be attached to the email in text form, for example as a PDF)
If the proxy is not handed in personally at the entry inspection at the shareholders' meeting, the proxy must be received by the Company at one of the above mentioned addresses by 28 May 2018, 4.00 p.m. (CET).
A form for granting proxy and a form for the revocation of proxy are available on the Company's website at www.ubm-development.com. In the interest of a smooth handling, we kindly ask you to use the provided forms.
Details regarding the representation, in particular the text form and the content of the proxy, are laid down in the form for granting of a proxy made available to the shareholders.
In case a shareholder has granted proxy to the bank which keeps his/her securities account(s) (Section 10a Stock Corporation Act), a confirmation of the bank that proxy was granted, in addition to the deposit receipt, shall be sufficient.
Shareholders may also personally exercise the rights at the shareholders' meeting after granting of a proxy. Personal appearance is considered a revocation of previously granted proxy.
The foregoing regulations on granting of proxies shall apply mutatis mutandis to the revocation of proxies.
As a special service, a representative of the Austrian Shareholders' Association (IVA - Interessenverband für Anleger), 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent proxy for exercising their voting right at the shareholders' meeting; a special proxy form for this purpose can be downloaded from the Company's website at www.ubm-development.com. Shareholders can also directly contact Mr. Michael Knap of the IVA by calling +43 (0)1 8763343-30, by fax +43 (0)1 8763343-39 or by email at email@example.com.
V. INFORMATION ON THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109, 110, 118 AND 119 STOCK CORPORATION ACT
1. Amendments to the agenda by shareholders pursuant to Section 109 Stock Corporation Act
Shareholders who hold in aggregate shares corresponding to 5% of the share capital and who have held those shares for at least three months prior to filing a request may request in writing that additional items shall be included in the agenda of this shareholders' meeting and shall be published, provided that such request is received in writing by the Company not later than by 8 May 2018 (12:00 p.m. CET), submitted by post or courier exclusively to the address 1210 Vienna, Floridsdorfer Hauptstraße 1, department group management, to the attention of Mr. Ralf Mikolasch. Every item so requested to be included in the agenda must be accompanied by a proposal for resolution including a statement of the reasons. The shareholder status has to be evidenced by providing a deposit receipt as defined in Section 10a Stock Corporation Act, which certifies that the requesting shareholders have held their shares for at least three months prior to filing the request and such evidence must not be older than seven days at the time of presentation to the Company. With regard to other deposit receipt requirements we refer to the information about the requirements for the attendance at the shareholders' meeting (item III.).
2. Shareholders' proposals for resolution regarding the agenda pursuant to Section 110 Stock Corporation Act
Shareholders who hold in aggregate shares corresponding to 1% of the share capital may submit proposals for resolution including a statement of the reasons regarding any item on the agenda in text format and may request that such proposals including the statement of reasons be made available on the Company's website, provided that such request in text format is received by the Company not later than by 17 May 2018 (12:00 p.m. CET) either at the address 1210 Vienna, Floridsdorfer Hauptstraße 1, Section group management, to the attention of Mr. Ralf Mikolasch, or by email at firstname.lastname@example.org, with such request to be attached in text format to the email message, for example as a PDF file.
The shareholder status must be evidenced by presenting the deposit receipt as defined in Section 10a Stock Corporation Act, which must not date back more than seven days at the time of presentation to the Company. With regard to other deposit receipt requirements we refer to the information about the requirements for the attendance at the shareholders' meeting (item III.).
3. Information pursuant to Section 110 (2) sentence 2 Stock Corporation Act
In the case of the amendment of the agenda by shareholders for an additional item "Elections to the Supervisory Board" in accordance with Section 109 Stock Corporation Act, and for the reimbursement of a corresponding election proposal by shareholders pursuant to Section 110 Stock Corporation Act, the Company provides the following information:
UBM Development AG is subject to Section 86 (7) Stock Corporation Act.
The Supervisory Board of UBM Development AG currently consists of eight members elected by the shareholders' meeting (shareholder representatives) and four members delegated by the Works Council pursuant to Section 110 Labor Constitutional Act. Of the eight shareholder representatives six are men and two are women; four of the four employee representatives are men.
It is notified that no objection pursuant to Section 86 (9) Stock Corporation Act was raised by the majority of the shareholder representatives or by the majority of the employee representatives; therefore, it does not result in a separate fulfilment but rather in a total fulfilment of the minimum portion requirement (Mindestanteilsgebot) pursuant to Section 86 (7) Stock Corporation Act.
For the reimbursement of election proposals to the Supervisory Board, it shall be noted that, in the event of the election, of twelve Supervisory Board members, at least four must be women in order to fulfil the minimum portion requirement (Mindestanteilsgebot) pursuant to Section 86 (7) Stock Corporation Act.
4. Right to information of the shareholders pursuant to Section 118 Stock Corporation Act
At the shareholders' meeting every shareholder shall, upon request, be informed about the Company's matters to the extent such information is required for proper assessment of an item of the agenda. The duty to provide information shall also include the Company's legal and business relationships to affiliated companies as well as the position of the group and the companies included in the consolidated financial statements.
Such information may be denied if, according to the reasonable judgement of an entrepreneur, disclosure of the same may cause a material disadvantage to the Company or an affiliate or may be a punishable offence.
The chairman of the shareholders' meeting may, in accordance with Article 18 (2) of the Articles of Association, provide for a reasonable time limit to the shareholders' right to ask questions and to speak. In particular, he may define general and individual restrictions with regard to speaking time and time for questioning at the beginning or during the shareholders' meeting.
Requests for information must, in principle, be provided orally at the shareholders' meeting, but they may also be submitted in writing to the Company's Management Board in advance.
For reasons of procedural economy please submit any questions the answering of which will require an extended period of preparation in text format to the Board of Management timely before the shareholders' meeting.
Questions may be sent to the Company by fax to +43 (0) 50 626-1636 or by email to email@example.com.
5. Requests by shareholders at the shareholders' meeting pursuant to Section 119 Stock Corporation Act
Every shareholder, irrespective of the numbers of shares s/he holds, is entitled to file a request at the shareholders' meeting with respect to any item on the agenda. If several requests have been filed regarding a specific item on the agenda, the chairman shall determine the order of voting pursuant to Section 119 (3) Stock Corporation Act.
6. Information on the website
Further information on these shareholder rights as defined in Sections 109, 110, 118 and 119 Stock Corporation Act are available on the Company's website www.ubm-development.com.
VI. OTHER INFORMATION
Total number of shares and voting rights
At the time the shareholders' meeting is convened the Company's share capital amounts to EUR 22,416,540.00 and is divided into 7,472,180 no-par value bearer shares. Each share entitles the holder to one vote. The total number of shares entitled to attend and vote amounts to 7,472,180 shares at the time the shareholders' meeting is convened. At the time the shareholders' meeting is convened, the Company neither holds directly nor indirectly any shares of treasury stock (own shares).
Vienna, April 2018
The Management Board
UBM Development AG
Floridsdorfer Hauptstraße 1
|Mag. (FH) Anna Vay
|+43 664 626 1314
|AT0000815402 (Share) AT0000A185Y1 (Bond) AT0000A1XBU6 (Bond) DE000A18UQM6 (Bond) XS1785474294 (Bond)
|Vienna Stock Exchange (Official Trade); Free Market in Frankfurt (Scale)