PTA-HV: conwert Immobilien Invest SE: Note and Invitation to the extraordinary General Meeting

Friday, 28. July 2017 08:55

Shareholders' meeting according to article 107 section 3 AktG

Vienna (pta008/28.07.2017/08:55) - CONVENIENCE TRANSLATION OF GERMAN ORIGINAL INVITATION:
FOR INFORMATION PURPOSES ONLY

conwert Immobilien Invest SE
Vienna, company register number FN 212163 f
(the Company)

Publication of a note pursuant to sec 3 para 4 Austrian Squeeze-out Act

and

Invitation to the extraordinary General Meeting

Pursuant to sec 3 para 4 of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG) the Administrative Board of an SE shall publish a note indicating that a resolution on a squeeze-out of minority shareholders is planned. Such note shall be published at least one month before the date of the General Meeting.

Vonovia SE, a company registered in the company register of the local court (Amtsgericht) Düsseldorf under HRB 68115 with corporate seat in Düsseldorf and business address at Universitätsstraße 133, Bochum, Germany ( Vonovia), as principal shareholder of the Company, has requested pursuant to the GesAusG that the General Meeting of the Company resolves on the transfer of the remaining shares of the Company to Vonovia. The resolution shall be made in the course of an extraordinary General Meeting.

Therefore, the Administrative Board of the Company invites the shareholders of the Company to an

extraordinary General Meeting

which will take place on Tuesday, 29. August 2017, at 10.00 AM, Vienna time, at Studio 44, Rennweg 44, 1030 Vienna.

Agenda:

1. Resolution on the squeeze-out of minority shareholders pursuant to sec 1 para 1 GesAusG and transfer of their shares in conwert Immobilien Invest SE to the principal shareholder Vonovia SE against granting of an adequate cash compensation pursuant to sec 2 GesAusG.

The principal shareholder has proposed and motioned to the Company that the extraordinary General Meeting of the Company resolves on the squeeze-out of the minority shareholders.

In accordance with this resolution proposal of the principal shareholder, the Administrative Board of the Company, pursuant to sec 108 para 1 Stock Corporation Act, proposes that the following resolution is passed:

"All shares of shareholders of conwert Immobilien Invest SE with its corporate seat in Vienna, registered in the company register of the Commercial Court of Vienna under FN 212163 f, differing from the principal shareholder Vonovia SE with corporate seat in Düsseldorf, registered in the company register of the local court (Amtsgericht) Düsseldorf under HRB 68115, will be transferred to the principal shareholder Vonovia SE against granting of an adequate cash compensation pursuant to sec 1 para 1 of the Austrian Squeeze-out Act (GesAusG). The principal shareholder Vonovia SE will pay to the minority shareholders a cash compensation in the amount of EUR 17,08 per share of conwert Immobilien Invest SE free of cost, commission and other charges. The cash compensation is due two months after the date on which the registration of the resolution is deemed to be published pursuant to sec 10 of the Austrian Company Act (UGB). An interest of two percent over the applicable base interest rate per year from the day following the day of the resolution of the General Meeting until the due date shall be paid. The costs of the execution of the squeeze-out, in particular the payment of the cash compensation, shall be borne by the principal shareholder Vonovia SE."

1. Provision of information (Art 53 SE-Regulation in conjunction with sec 106 nr 4 Stock Corporation Act in conjunction with sec 3 para 5 GesAusG)

We note that, pursuant to sec 3 para 5 GesAusG and sec 108 para 3 and 4 Stock Corporation Act, the following documents will be available for inspection of the shareholders from 28 July 2017 on at the corporate seat of the Company, Alserbachstraße 32, 1090 Vienna, during regular business hours, Monday through Thursday (on business days) between 9 a.m. and 5:30 p.m. and Friday (on business days) between 9 a.m. and 2 p.m. and will also be available on the Company's website at http://www.conwert.at, which is registered with the Commercial Register:

+ the draft resolution of the resolution proposal on the squeeze-out by Vonovia;

+ the resolution proposal by the Administrative Board of the Company;

+ the joint report of the Administrative Board of the Company and Vonovia pursuant to sec 3 para 1 GesAusG dated 16 July 2017;

+ the expert evaluation report of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft dated 14 July 2017 evaluating the Company, on which the assessment of the adequacy of the cash compensation is based;

+ the report of PwC Wirtschaftsprüfung GmbH as court appointed expert auditor pursuant to sec 3 para 2 GesAusG dated 25 July 2017;

+ the annual financial statements, each including notes, management reports of the last three fiscal years, these years being 2014, 2015 and 2016;

+ the annual reports with the consolidated financial statements, including notes, pursuant to the International Financial Reporting Standards (IFRS), management reports and corporate governance reports of the Company of the last three fiscal years, these years being 2014, 2015 and 2016;

+ the full text of this note and this invitation.

The above documents will be available on the website of the Company ( http://www.conwert.at) until one month after the General Meeting.
At the latest from the 21st day prior to the General Meeting, i.e. from Tuesday, 8 August 2017, onwards the forms for granting and revoking power of attorney as per sec 114 Stock Corporation Act will also be made available on the Company's website at www.conwert.at, which is registered in the Commercial Register.

2. Rights of shareholders (art 53 SE Regulation in conjunction with sec 106 nr 5 Stock Corporation Act)

2.1 Request of agenda items by shareholders

Pursuant to sec 62 para 1 SE Act in conjunction with sec 109 Stock Corporation Act, shareholders whose individual or combined shareholdings equal five percent (5 %) of the share capital may request in writing that additional items be put on the agenda of the General Meeting and be published. "In writing" means a handwritten signature or an authorized company signature by each applicant or an e-mail with qualified electronic signature within the meaning of sec 4 para 1 Signature and Reliance Services Act (SVG). Each agenda item must be accompanied by a draft resolution and a rationale. The shareholders must have held the shares for at least three months prior to filing the request.

The applicant must prove its shareholding by presenting a deposit confirmation in accordance with sec 10a Stock Corporation Act. The deposit confirmation must not be older than seven days when presented to the Company and must confirm that the shareholders have held the shares for at least three consecutive months prior to filing the request. In the case of several shareholders whose combined shareholdings only equal the required shareholding of 5 % of the share capital in aggregate, the deposit confirmations must refer to the same point in time (day, time).
Regarding the requirements for deposit confirmations, please also refer to the details under item 2.4 (Proof of shareholder status).

The request shall be considered if it is received by the Company by the 19th day prior to the General Meeting, i.e. by Thursday, 10 August 2017, at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, to the attention of Ms. Lydia Siebert; if the request is submitted by e-mail, it shall have an electronic signature in accordance with sec 4 para 1 Signature and Reliance Services Act (SVG) and must be sent to anmeldung.conwert@hauptversammlung.at.

2.2 Resolution proposals by shareholders

Pursuant to art 53 SE Regulation in conjunction with sec 110 Stock Corporation Act, shareholders whose individual or combined shareholdings equal one percent (1 %) of the share capital, may submit to the Company, in text form pursuant to sec 13 para 2 Stock Corporation Act, resolution proposals regarding the sole item of the agenda, including a rationale, and may call for these proposals to be published on the website of the Company ( http://www.conwert.at), including the names of the respective shareholders, the rationale to be enclosed and, if applicable, the statement by the Executive Directors or the Administrative Board. The resolution proposal, but not necessarily the rationale, must be provided in German in any case.

The applicant must prove its shareholding by presenting a deposit confirmation in accordance with sec 10a Stock Corporation Act. The deposit confirmation must not be older than seven days when presented to the Company. In the case of several shareholders whose combined shareholdings only equal the required shareholding of 1 % of the share capital in aggregate, the deposit confirmations must refer to the same point in time (day, time).

Regarding the requirements for the deposit confirmations, please also refer to item 2.4 (Proof of shareholder status).

The request shall be considered if it is received by the Company by the seventh business day prior to the General Meeting, i.e. by Friday, 18 August 2017, at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, or sent by e-mail, in each case to the attention of Mag. Lydia Siebert; if the request is submitted by e-mail it shall be sent as an attachment in PDF format to anmeldung.conwert@hauptversammlung.at.

2.3 Right to information

In accordance with Art 53 SE Regulation in conjunction with sec 118 Stock Corporation Act each shareholder may request information concerning the Company's activities during the General Meeting as far as such information is required for the proper assessment of an agenda item. The right to information also extends to the legal and business relations of the Company with affiliates. The right to information also extends to the state of the group and companies included in the consolidated financial statements. The information provided shall comply with the principles of diligent and accurate accountability and may be refused if, based on reasonable commercial judgment, it could cause substantial disadvantages to the Company or an affiliate, or if providing such information could constitute a criminal offence. Information may also be refused if it was available, without interruption, on the website of the Company in the form of question and answer for a period of at least seven days prior to the beginning of the General Meeting, i.e. at least since Tuesday, 22 August 2017, and if this information remains available on the website for a period of one month after the General Meeting, i.e. at least until Friday, 29 September 2017.

Questions, the response to which requires more time to prepare, should be submitted to the Company reasonably before the General Meeting in order to ensure an efficient session. Such questions should be sent to the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by e-mail to anmeldung.conwert@hauptversammlung.at, in each case to the attention of Mag. Lydia Siebert.

Pursuant to sec 3 para 8 GesAusG each shareholder shall, upon request and to the extent such information is relevant to the squeeze-out, be provided with information on the affairs of the principal shareholder Vonovia. Sec 118 para 3 Stock Corporation Act shall be applicable accordingly.

2.4 Proof of shareholder status

Shareholders' rights, which are subject to holding shares over a certain period of time or at a certain point in time, can only be exercised if a deposit confirmation is presented as proof of the shareholder status during the relevant period or for the relevant point in time in accordance with sec 10a Stock Corporation Act.

The deposit confirmation must be issued by a depositary bank domiciled in a member state of the European Economic Area or in a full OECD member state and must contain the following information (sec 10a para 2 Stock Corporation Act):

+ Issuer details: name/company and address or code commonly used in dealings between credit institutions (SWIFT-Code);

+ shareholder details: name/company, address, date of birth for natural persons, register and register number for legal entities, under which the legal entity is registered in its country of incorporation;

+ deposit number or other description of the deposit;

+ share information: number of shares held by the shareholder, ISIN AT0000697750;

+ period or point in time to which the deposit confirmation refers to.

Deposit confirmations are accepted in German or English language. When presented to the Company, the deposit confirmation must not be older than seven days. In accordance with item VII. Sec 20 para 3 of the Articles of Association of the Company, the text form pursuant to sec 13 para 2 Stock Corporation Act is sufficient for deposit confirmations.

Deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, in each case to the attention of Mag. Lydia Siebert by Thursday, 24 August 2017, at the latest. They may also be duly sent in PDF format as e-mail attachment to anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements under Art. 10a Stock Corporation Act.

2.5 Information concerning the right of shareholders to present motions at the General Meeting in accordance with sec 119 Stock Corporation Act

Every shareholder is entitled to present motions at the General Meeting regarding any item of the agenda, which do not require prior announcement. The prerequisite for this is the evidence of the right to participate pursuant to the convening notice.

3. Right to participate and reference date (Art 53 SE Regulation in conjunction with sec 106 nr 6 and 7 Stock Corporation Act):

In accordance with Art 53 SE Regulation in conjunction with sec 111 para 1 Stock Corporation Act, the right to participate and to exercise shareholder rights at the General Meeting is determined based on the shareholding as at the end of the tenth day prior to the day of the General Meeting (reference date), i.e. the shareholding as at

Saturday, 19 August 2017, 12 a.m. (midnight), Vienna time.

Shareholders must provide evidence of their shareholding as at this reference date to be entitled to participate at the General Meeting.
The shareholdings as at the reference date must be evidenced in the form of a deposit confirmation pursuant to sec 10a Stock Corporation Act and shall be submitted to the Company no later than the third working day prior to the General Meeting, i.e. by Thursday, 24 August 2017 at the latest, and may not be older than seven days at the time it is provided to the Company. The deposit confirmation must refer to the reference date. The deposit confirmation must be issued by the depository bank domiciled in a member state of the European Economic Area or a full OECD member state and must contain the information set out in sec 10a Sec. 2 Stock Corporation Act. In accordance with item VII. sec 20 para 3 of the Articles of Association of the Company, the text form is sufficient for deposit confirmation. Deposit confirmations are accepted in German and English language.

The deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, in each case to the attention of Mag. Lydia Siebert. They may also be duly sent in PDF format as e-mail attachment to anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements under sec 10a Stock Corporation Act.

4. Proxy representation (Art 53 SE Regulation in conjunction with sec 106 nr 8 Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with sec 113 Stock Corporation Act, every shareholder entitled to participate at the General Meeting is entitled to appoint a natural or legal person as representative (proxy). The representative attends the General Meeting on behalf of the shareholder and has the same rights as the shareholder he/she represents. The power of attorney must indicate the name(s) of the representative(s). If the Company itself or a member of the Administrative Board or an Executive Director is appointed as representative, it/they may only exercise the voting right if the shareholder has also given specific voting instructions with regard to each agenda item.
The power of attorney must be granted to a specific person. The power of attorney may be granted or revoked at least in text form in accordance with sec 13 para 2 Stock Corporation Act.

To grant or revoke power of attorney, the forms provided on the Company's website at http://www.conwert.at may be used, but it is not mandatory to use these forms.

The power of attorney and its revocation must be submitted to and kept by the Company. We kindly ask shareholders to present the power of attorney or its revocation, respectively, either at the registration desk for the General Meeting or to send it by post in advance to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, or in PDF format as e-mail attachment to anmeldung.conwert@hauptversammlung.at, in each case to the attention of Mrs. Lydia Siebert. For the latter three submission forms (post, fax or e-mail), the Company must receive the power of attorney or its revocation, respectively, by Monday, 28 August 2017, 12:00 p.m.(noon), Vienna time, at the latest.

If a shareholder has granted power of attorney to his/her depository bank, it is sufficient if this bank, in addition to the deposit confirmation, declares in a statement that it has been granted power of attorney. The depository bank may submit these statements by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 - please indicate in the text) or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, by fax: +43 (0)1 8900 500 71, or in PDF format as e-mail attachment to anmeldung.conwert@hauptversammlung.at, in each case to the attention of Mag. Lydia Siebert. In any case, the statement must be received by the Company by Monday, 28 August 2017, 12:00 p.m.(noon), Vienna time.

When providing power of attorney to a representative, shareholders should note that they must also meet the requirements to participate at the General Meeting as set out under item 3 above (Right to participate and reference date (Art 53 SE Regulation in conjunction with sec 106 nr 6 and 7 Stock Corporation Act)).

5. Total number of shares and voting rights at the time the General Meeting was convened (Art 53 SE Regulation in conjunction with Art 106 nr 9 Stock Corporation Act, sec 83 para 2 nr 1 Stock Exchange Act)

At the time the General Meeting was convened, the share capital of the Company amounts to EUR 509,531,065 and is divided into 101,906,213 no-par value shares, each of which represents an equal share in the share capital. Each no-par value share grants the right to one vote at the General Meeting. As per 26 July 2017, close of trading on the Vienna Stock Exchange, the Company does not hold own shares. Therefore, 101,906,213 voting rights will likely be outstanding at the General Meeting.

In order to ensure seamless registration procedures, shareholders are requested to arrive reasonable in advance at the venue of the General Meeting. The Company reserves the right to verify the identity of each person attending the General Meeting. Should it not be possible to determine the identity of a person, admission may be refused. Participants are therefore advised to bring an official identification document to the meeting (e.g. passport, identity card or driver's license). Shareholders will be admitted to collect voting cards as from 09:00 a.m., Vienna time.

Vienna, July 2017

The Administrative Board

(end)

emitter: conwert Immobilien Invest SE
address: Alserbachstraße 32, 1090 Vienna
country: Austria
contact person: Clemens Billek
phone: +43 1 52145-700
e-mail: cwi@conwert.at
website: www.conwert.at

ISIN(s): AT0000697750 (share)
stock exchanges: official trade in Vienna

[ source: http://www.pressetext.com/news/20170728008 ]

Related Links: conwert Immobilien Invest SE
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