Article Tools

Christ Water Technology AG - Invitation to the AGM

Published: July 1, 2010; 00:00 · (Vindobona)

Pursuant to the Squeeze-out Act, CWT is obliged to make an announcement regarding any planned resolution to squeeze out minority shareholders at least one month before the day of the AGM.

Christ Water Technology AG - Invitation to the AGM / Picture: © Vindobona.org

Pursuant to § 3 Sec 4 Squeeze-out Act (Gesellschafter-Ausschlussgesetz), the Management Board of an Austrian stock corporation is obliged to make an announcement regarding any planned resolution to squeeze out minority shareholders at least one month before the day of the General Meeting.

Eimco Water Technologies GmbH ("Eimco"), a limited liability company under Austrian law with its registered office in Vienna and its business address at Parkring 2, A-1010 Vienna, Austria, registered with the Commercial Register of the Commercial Court of Vienna under FN 326396w, and shareholder of CHRIST WATER TECHNOLOGY AG, has requested in accordance with the Squeeze-out Act that the General Meeting of CWT adopt a resolution transferring all shares held by the remaining shareholders to Eimco as principal shareholder.

This resolution shall be adopted at the Annual General Meeting.

The shareholders of the Company are hereby invited to

The 9th Annual General Meeting of CHRIST WATER TECHNOLOGY AGwhich will be held on Friday, 30 July 2010 at 9:30 a.m. at Schloss Mondsee, Tagungssaal des Schlosses Mondsee (Kultur- und Veranstaltungszentrum, Schlosshof 1a) in 5310 Mondsee.

The A g e n d a

is as follows:
1. Presentation of the approved annual financial statements for 2009, including the management report and corporate governance report, and presentation of the approved consolidated financial statements for 2009, including the group management report, and the report of the Supervisory Board.
2. Adoption of a resolution regarding the formal discharge of the members of the Management Board and Supervisory Board for the 2009 financial year.
3. Election of members to the Supervisory Board.
4. Adoption of a resolution regarding the squeeze-out of minority shareholders pursuant to § 1 Sec 1 Subsec 1 Squeeze-out Act ("Gesellschafter-Ausschlussgesetz"), i.e. the transfer of all shares held by the remaining shareholders of CHRIST WATER TECHNOLOGY AG to Eimco Water Technologies GmbH as principal shareholder against payment of an appropriate cash settlement pursuant to § 2 Squeeze-out Act.

Squeeze-out (Agenda item 4) In accordance with the request made by Eimco as principal shareholder, the Management Board and Supervisory Board of CWT propose that a resolution based on the following text be adopted at the 9th Annual General Meeting of CWT:

"Pursuant to § 1 of the Austrian Squeeze-out Act, the shares of all shareholders of CHRIST WATER TECHNOLOGY AG other than those held by Eimco Water Technologies
GmbH, Parkring 2, A-1010 Vienna, having its registered seat in Vienna and registered with the Commercial Register of the Commercial Court of Vienna under FN 326396w, shall, against payment of an appropriate cash settlement, be transferred to the principal shareholder Eimco Water Technologies GmbH.

The principal shareholder shall pay to minority shareholders the sum of EUR 2.10 for each share they hold in CHRIST WATER TECHNOLOGY AG, free of costs, commissions, and other charges. The cash settlement shall be due and payable latest two months after the day on which the announcement is deemed to have been made regarding the squeeze-out´s entry in the Commercial Register pursuant to § 10 of the Austrian Commercial Code and it shall accrue interest at a rate of 2% per annum above the base rate applicable at the time, beginning on the day following the General Meeting at which the resolution was adopted up until the due date.

The principal shareholder shall bear the costs of performing the squeeze-out, in particular, payment of the cash settlement."

Documents relative to Squeeze-out

Shareholders should note that, pursuant to § 3 Sec 5 Squeeze-out Act, they can inspect the following documents at the Company´s registered seat in 5310 Mondsee, Walter-Simmer-Straße 4 from 30.06.2010, and these documents may also be downloaded free of charge from the Investors section of the Company´s website.

The text of the proposed resolution reg