DGAP-AGM: BUWOG AG: Invitation to the 5th Ordinary Shareholders' Meeting

English translation of the German original version for convenience only. The German original version shall prevail.

BUWOG AG
 

Announcement pursuant to
Section 3 para 4 Austrian Squeeze-Out Act
 

and
 

Invitation to the
5^th Ordinary Shareholders' Meeting

 

We hereby invite our shareholders to the 5^th Ordinary Shareholders' Meeting of BUWOG AG with its registered seat in Vienna, FN 349794 d, taking place on Tuesday 2 October 2018 at 10:00 a.m. CET at the Studio 44, Rennweg 44, AT-1038 Vienna.
 

Pursuant to Section 3 para 4 Austrian Squeeze-Out Act, the Executive Board of a stock corporation must publish the announcement regarding the planned resolution on the squeeze-out of the minority shareholders at least one month before the day of the Shareholders' Meeting.
 

Vonovia SE, a Societas Europaea under German and European law with its registered seat in Bochum and business address at Universitätsstraße 133, 44803 Bochum, Germany, registered with the Commercial Register of the Bochum District Court under HRB 16879, holds over 90.73% of the shares in BUWOG AG and has demanded in accordance with Section 1 para 1 Austrian Squeeze-Out Act that the shareholder's meeting of BUWOG AG shall resolve to transfer the shares of the remaining shareholders to Vonovia SE as main shareholder in return for an adequate cash compensation.
 

This resolution shall be adopted at the 5^th Ordinary Shareholders' Meeting of BUWOG AG on 2 October 2018.

1 Agenda (Section 106 item 3 Austrian Stock Corporation Act)

1) Presentation of the adopted annual financial statements including the management report, the consolidated 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 2017/2018.

2) Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2017/2018.

3) Resolution on the approval of the actions and discharge of the members of the Executive Board for the business year 2017/2018.

4) Resolution on the approval of the actions and discharge of the members of the Supervisory Board for the business year 2017/2018.

5) Resolution on the remuneration of the Supervisory Board members for the business year 2017/2018.

6) Election of the auditor for the individual and consolidated financial statements for the short business year 2018.

7) Resolution on the squeeze-out of minority shareholders pursuant to Section 1 Austrian Squeeze-Out Act and the transfer of their shares in BUWOG AG to the main shareholder VONOVIA SE in return for payment of an adequate cash compensation pursuant to Section 2 Austrian Squeeze-Out Act.

The main shareholder has proposed to the company and motions that the following resolution to squeeze-out the minority shareholders shall be adopted at the company's Shareholders' Meeting:

"The shares of all shareholders of BUWOG AG, with registered office in Vienna, registered with the Commercial Register of the Commercial Court of Vienna under FN 349794 d, other than the main shareholder Vonovia SE, with registered office in Bochum, registered with the Bochum Commercial Court under HRB 16879, are transferred to the main shareholder Vonovia SE in accordance with Section 1 para 1 Austrian Squeeze-Out Act in return for payment of an adequate cash compensation. The main shareholder Vonovia SE pays the minority shareholders a cash compensation in the amount of EUR 29.05 per BUWOG AG share free of charge, commission and expenses. The cash settlement is due two months after the day on which the entry of the squeeze-out is deemed to have been announced in accordance with Section 10 Austrian Commercial Code (UGB) and is subject to interest at an annual rate of two percentage points above the currently applicable base interest rate from the day following the adoption of the resolution by the Shareholders' Meeting until its due date. The expenses of the squeeze-out, in particular the payment of the cash compensation, is borne by the main shareholder Vonovia SE."
 

2 Provision of Information (Section 106 item 4 Austrian Stock Corporation Act in connection with Section 3 para 5 Austrian Squeeze-Out Act)

In accordance with Section 108 para 3 and para 4 Austrian Stock Corporation Act in connection with Section 3 para 5 Austrian Squeeze-Out Act the following documents will be published on the company's website (www.buwog.com) at least one month prior to the date of the Shareholders' Meeting, hence from 31 August 2018:

- The complete text of this convocation and announcement including motions for resolutions of the Executive Board and Supervisory Board;

- Annual financial statements and management report for the 2017/2018 business year;

- Consolidated annual financial statements and group management report for the 2017/2018 business year;

- Consolidated corporate governance report for the 2017/2018 business year;

- Proposal for appropriation of the balance sheet profit;

- Report of the Supervisory Board to the Shareholders' Meeting according to Section 96 Austrian Stock Corporation Act;

- Draft motion by Vonovia SE regarding the resolution on the squeeze-out;

- Joint report of the Executive Board of the company as well as Vonovia SE pursuant to Section 3 para 1 Austrian Squeeze-Out Act dated 12 August 2018;

- Expert opinion by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft on the company valuation dated 12 August 2018, on which the assessment of the adequacy of the cash compensation is based;

- Audit report by Grant Thornton Unitreu GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft as court-appointed expert auditor pursuant to Section 3 para 2 Austrian Squeeze-Out Act dated 22 August 2018;

- Report of the Supervisory Board of BUWOG AG pursuant to Section 3 para 3 Austrian Squeeze-Out Act dated 23 August 2018;

- Annual financial statements including notes and management report for the last three business years, i.e. the business years 2015/2016, 2016/2017 and 2017/2018;

- Annual reports with the consolidated financial statements, each including notes, in accordance with International Financial Reporting Standards (IFRS), group management reports and corporate governance reports of the company for the last three business years, i.e. the business years 2015/2016, 2016/2017 and 2017/2018;

- Forms regarding granting and revocation of power of attorney (proxy) pursuant to Section 114 Austrian Stock Corporation Act, also for the proxy representatives designated by the company (Mr. Michael Knap and Erste Group Bank AG).

In accordance with Section 3 para 7 sentence 1 Austrian Squeeze-Out Act, the aforementioned documents will also be available at the Ordinary Shareholders' Meeting.

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

3.1 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 must evidence its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act is sufficient. Such depository confirmation must be issued by a credit institution with its registered seat in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation must not be older than seven days and must confirm that the shareholder has been holding the shares for 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 any further required content of the depository confirmation we refer to the information for participating in the Shareholders' Meeting (point 5).

The written request for additional agenda items together with the confirmation of shareholding described above must be received by the company on the 21^st day prior to the date of the Ordinary Shareholders' Meeting, hence on 11 September 2018 at the latest, at its business address at Hietzinger Kai 131, AT-1130 Vienna.

3.2 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 Board or the Supervisory Board thereto shall be made available on the website of the company (www.buwog.com). In case of a motion for election of a Supervisory Board member the declaration by the proposed candidate in accordance with Section 87 para 2 Austrian Stock Corporation Act substitutes the rationale.

The requesting shareholder must evidence its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act is sufficient. Such depository confirmation must be issued by a credit institution with its registered seat in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation must not be older than seven days and must 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 one percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding any further required content of the depository confirmation we refer to the information for participating in the Shareholders' Meeting (point 5).

The motion together with the confirmation of shareholding described above must be received on the 7^th business day prior to the date of the Ordinary Shareholders' Meeting, hence on 21 September 2018 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 Hietzinger Kai 131, AT-1130 Vienna, or

- via facsimile under the fax number +43 (0) 1 87828-5888.

3.3 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

a) providing the information could, subject to reasonable business judgement, cause significant damage to the company or to an affiliated company, or

b) providing the information would constitute an offence.

Questions requiring a certain preparation time to answer shall, 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 Hietzinger Kai 131, AT-1130 Vienna, or

- via facsimile under the fax number +43 (0) 1 87828-5888.

4 Notice pursuant to Section 3 para 8 Austrian Squeeze-Out Act

Pursuant to Section 3 para 8 Austrian Squeeze-Out Act, each shareholder shall, upon request, be informed at the Shareholders' Meeting on all substantial matters of the main shareholder in connection with the squeeze-out. Section 118 para 3 Austrian Stock Corporation Act (refusal of information) shall apply mutatis mutandis. Therefore, providing the information may be rejected in case it could, subject to reasonable business judgement, cause significant damage to the company or to an affiliated company, or would constitute an offence.
 

5 Record date and prerequisites for participation in the Shareholders' Meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):

In order to be entitled to participate in the Shareholders' Meeting and to exercise shareholder rights the shares of the company must be held at the end of the tenth day prior to the Shareholders' Meeting (record date), this is 22 September 2018 (Saturday), 24:00 (midnight) CET (Vienna local time).

Only persons who are shareholders at the end of the record date and who are able to evidence their shareholding to the company are entitled to participate in the Shareholders' Meeting.

In the case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act is sufficient for the confirmation of the shareholding. Such depository confirmation must be issued by a credit institution with its registered seat 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) and address or a standard code used in communications between credit institutions;

- Details of the shareholder: name/company name, 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 22 September 2018, 24:00 (midnight) CET (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 27 September 2018, 24:00 (midnight) CET (Vienna local time) at the latest, exclusively in one of the following ways:

- as hard copy 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;

- per e-mail to the address: anmeldung.buwog@hauptversammlung.at (depository confirmation attached as PDF including a qualified electronic signature pursuant to Section 4 para 1 Digital Signature Act (Signatur- und Vertrauensdienstegesetz));

- per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification of the ISIN AT00BUWOG001 is required).

Also in advance in text form:

- via facsimile under the fax number +43 (0) 1 8900-50097;

- per e-mail to the address: anmeldung.buwog@hauptversammlung.at (depository confirmation attached as PDF.

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 (driver's license, 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 09:00 a.m. (Vienna local time).

6 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 entity 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 power of attorney (proxy) shall clearly specify the proxy holder(s) 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. Proxies as well as their revocations must 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 will only be effective upon receipt by the company.

Declarations on the issuing of power of attorney (proxy) and respective revocations can be conveyed to the company exclusively in 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 pursuant to Section 114 para 1 Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification of the ISIN AT00BUWOG001 is required).

The power of attorney (proxy) or a revocation must be received by 4:00 p.m. CET (Vienna local time) on the day preceding the day of the Shareholders' Meeting (hence on 1 October 2018). After this point in time the power of attorney (proxy) or a revocation can only be delivered personally on the date of the Shareholders' Meeting at the meeting venue during registration.

Mr. Michael Knap 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. Michael Knap, 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.

7 Transmission of the Shareholders' Meeting (Section 106 item 2 Austrian Stock Corporation Act)

It is pointed out that there will be no video or audio transmission of the Shareholders' Meeting on the internet.

8 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 124,184,779 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 at today, therefore 124,184,779 voting rights can be exercised at present.

Vienna, August 2018

The Executive Board of BUWOG AG

International Securities Identification Number (ISIN)

AT00BUWOG001