CHRIST WATER TECHNOLOGY AG Invitation to the General Meeting
CHRIST WATER TECHNOLOGY AG 5310 Mondsee, Walter-Simmer-Straße 4 FN 173093 z (the “Company”)
The shareholders of the Company are herewith invited to
Extraordinary General Meeting
CHRIST WATER TECHNOLOGY AG
which will take place on Friday, 12 March 2010, at 11:00 a.m., at Schloss Mondsee, Tagungssaal des Schlosses Mondsee (Kultur- und Veranstaltungs-zentrum, Schlosshof 1a) in 5310 Mondsee.
The sole item on the
A g e n d a
is as follows:
1. Notifying the General Meeting of a loss amounting to half of the share capital pursuant to § 83 Stock Corporation Act and report of the Management Board.
The documents pursuant to § 108 Sec 3 Stock Corporation Act, in particular the specific explanation for shareholders regarding the sole item on the agenda pursuant to § 108 Sec 3 (1), are available for inspection by shareholders at the Company´s premises in 5310 Mondsee, Walter-Simmer-Straße 4, from Friday, 19.02.2010 during normal business hours. These documents, the full version of this invitation and the form for the granting and revocation of a proxy for the General Meeting (§ 114 Stock Corporation Act) may additionally be downloaded free of charge from the Company´s website http://www.christwater.com/EN/Investors/General-Meeting/ from 19.02.2010. The above-mentioned information is also permanently available on the Company´s website until the expiry of a one month period after the General Meeting.
Right to participate – Record date and Safe custody receipt (“Depotbestätigung”)
As a result of the amendments of the Stock Corporation Act based on the Act Amending the Stock Corporation Act 2009 (“Aktienrechtsänderungsgesetz 2009”) the regulations in the Articles of Association of the Company regarding the convocation of a General Meeting, the deposit of shares for the General Meeting and the right to participate in the General Meeting do not apply.
Participation in the General Meeting and the exercising of shareholders´ rights, which are exercised during the course of a General Meeting, depend on the ownership of shares on the record date, that is the end of the tenth day before the General Meeting, accordingly, on 02.03.2010, 12 p.m. (midnight) CET. Participation in the General Meeting is only permitted if a person is a shareholder on that date and proves this fact to the Company.
In case of deposited bearer shares (“depotverwahrte Inhaberaktien”) evidence of the capacity as shareholder may be satisfactorily provided by submitting a safe custody receipt (“Depotbestätigung”) pursuant to § 10a Stock Corporation Act, which must be received by our Company no later than 09.03.2010.
The safe custody receipt (“Depotbestätigung”) must be issued by a credit institution maintaining the deposit with its seat in a member state of the European Economic Area or in a full member state of OECD and needs to contain at least the matters set out in § 10a Stock Corporation Act: Information concerning the entity issuing the receipt: Name/corporate name and address. Information concerning the shareholder: Name/corporate name, address, date of birth for natural persons, and where applicable commercial registry and commercial registration number.
Information concerning the shares: Number of shares held by the shareholder, safe custody number, inter alia, any other relevant description, and date in relation to which the safe custody receipt has been issued. The safe custody receipt must refer to the record date of 02.03.2010, 12 p.m. (midnight) CET, in order to qualify as evidence of share ownership for the purposes of participation at the General Meeting. The safe custody receipt (“Depotbestätigung”) may be submitted in the German or English language and must be in writing (with signature under private hand) (“Schriftform”).
The transmission of the safe custody receipt (“Depotbestätigung”) via an internationally disseminated, specifically secured communication network of credit institutions is excluded pursuant to § 262 Sec 20 Stock Corporation Act. The safe custody receipts (“Depotbestätigungen”) may, accordingly, only be submitted via fax to +43 6232 9011 1099 or by postal service to CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4. A transmission by electronic means (email) is only possible in case a qualified electronic signature (§ 4 Act on signatures, “SignaturG”) is used; in such case only the following email address may be used: email@example.com.
Shareholders should note that shares do not become non-tradable either as a result of a registration for the General Meeting nor through the submission of a safe custody receipt (“Depotbestätigung”), and shareholders are able to freely dispose, without restriction, over their shares even after the registration is effected or the safe custody receipt (“Depotbestätigung”) has been submitted.
Reference to the shareholder´s rights pursuant to § 106 Subsec 5 Stock Corporation Act
Shareholders holding shares equalling in aggregate at least 5 % of the share capital may – pursuant to § 109 Stock Corporation Act – request in writing that agenda items are added to the agenda of the General Meeting and are published, accordingly. Each requested addition to the agenda must include a proposal for such resolution and a detailed explanation of the reasons for the proposal. Shareholders making such request must have held their shares for a period of at least three (3) months prior to submitting the request. Such request in writing (with signature under private hand) (“Schriftform”) must be received by the Company on the 19th day before the General Meeting, that is on 21.02.2010, solely at the address of CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4.
A transmission by electronic means (email) is only possible in case a qualified electronic signature (§ 4 Act on Signatures, “SignaturG”) is used; in such case only the following email address may be used: firstname.lastname@example.org. In light of the fact that the 21st of February falls on a Sunday, the Company is unable to take receipt of written shareholder requests on this day. In order for shareholders to exercise their right to add items to or to amend the agenda in a timely manner, the Company must receive a written request by 19.02.2010, that is the working day preceding 21.02.2010, or such written request must be delivered at the seat of the Company to the stand-by reception desk until Saturday, 20.02.2010, 4 p.m. CET. The Company can still accept requests sent by electronic means, providing a qualified electronic signature is used, on 21.02.2010.
Shareholders holding shares equalling in aggregate 1 % of the share capital may – pursuant to § 110 Stock Corporation Act – submit to the Company in respect of each agenda item in writing (“Textform”) proposals for resolutions and may request that these proposals are made available on the Company´s website together with the names of the respective shareholders, to which the reasoning must be attached and – where applicable – the statements of the Managing Board or the Supervisory Board. The request must only be taken into account by the Company if it is received by the Company on the 7th business day before the General Meeting, that is 03.03.2010, at the latest, at the address CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4 or via fax to +43 6232 9011 1099 or via email email@example.com.
To exercise the shareholders´ rights pursuant to § 109 Stock Corporation Act and § 110 Stock Corporation Act evidence of capacity as shareholder must be provided. In case of deposited bearer shares (“depotverwahrte Inhaberaktien”) the submission of a safe custody receipt (“Depotbestätigung”) is sufficient evidence pursuant to § 10a Stock Corporation Act, which must not be older than seven (7) days upon submission to the Company. In respect of the other requirements related to safe custody receipts (“Depotbestätigungen”), reference is made to the above explanations. In connection with the exercise of shareholders´ rights pursuant to § 109 Stock Corporation Act, the safe custody receipt must indicate that the shareholder has held the shares for at least three (3) months prior to the date of any application under § 109 Stock Corporation Act.
Information on the affairs of the Company must be provided upon request to each shareholder in the General Meeting pursuant to § 118 Stock Corporation Act, as far as such information is required for the proper assessment of an agenda item. The obligation to render information extends also to the legal and business relationships of the Company to an affiliated company. Information may be refused to the extent the relevant information – based on a reasonable economic assessment – could cause a material disadvantage to the Company or an affiliated company, or where providing such information would lead to criminal liability. Information may also be refused in case the relevant information has been permanently available in the form of questions and answers on the Company´s website for a period of at least seven (7) days before the General Meeting. Reference must be made to the reason for any refusal.
Each shareholder, the Managing Board and the Supervisory Board are entitled to propose resolutions in the General Meeting in respect of each agenda item pursuant to § 119 Stock Corporation Act. A resolution may not be passed in respect of an item which was not properly set out in the agenda. No announcement is required in case a resolution is passed on an application for convocation of a General Meeting submitted in the General Meeting and in case of debates without votes. A proposal for a resolution which was published pursuant to § 110 Stock Corporation Act on the Company´s website can only be voted upon if it is repeated as an application in the General Meeting.
Further information on shareholders´ rights pursuant to §§ 109, 110, 118 and 119 Stock Corporation Act may be found on the Company´s website http://www.christwater.com/EN/Investors/General-Meeting/.
Representation by proxies
Each shareholder entitled to participate in the General Meeting has the right to appoint a natural or a legal person as proxy to participate in the General Meeting in the name of the shareholder and who has the same rights as the shareholder whom he/she represents. The Company itself, a member of the Managing Board or the Supervisory Board may only exercise voting rights as proxy to the extent the shareholder has issued an explicit voting instruction in respect of the specific agenda items.
The proxy must be issued in writing (“Textform”); a revocation must also be in writing (“Textform”). For the appointment of a proxy and its revocation the form, being available free of charge on the Company´s website http://www.christwater.com/EN/Investors/General-Meeting/, or which may be sent upon request by the Company to a shareholder, may be used. The proxy and its revocation, respectively, may either be handed over to the Company in the General Meeting up to the commencement of voting, or may be submitted via fax to +43 6232 9011 1099, via email to firstname.lastname@example.org or via postal services to CHRIST WATER TECHNOLOGY AG, A-5310 Mondsee, Walter-Simmer-Straße 4, whereby in case of these means of communication the proxy or its revocation they must in any case be received by the Company no later than 11.03.2010, 1 p.m. CET.
In case a shareholder has granted a proxy to the credit institution maintaining his or her deposit, it is sufficient that the credit institution declares that in addition to the safe custody receipts (“Depotbestätigungen”) that a proxy was granted to the credit institution. The submission of such declaration via an internationally disseminated, specifically secured communication network of credit institutions is expressly excluded pursuant to § 262 Sec 20 Stock Corporation Act; the submission is effected through the communication channels referred to above in connection with the safe custody receipts (“Depotbestätigungen”).
Pursuant to § 106 Subsec 9 Stock Corporation Act and § 83 Sec 2 Subsec 1 Stock Exchange Act the Company hereby advises that the share capital of the Company is divided into 19,644,349 non par value bearer shares. Each non par value share confers the right to one vote. The Company owns no shares in the Company at the time of convocation of the General Meeting. Accordingly, currently 19,644,349 voting rights may be exercised.
Mondsee, February 2010 The Managing Board
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