Burgenland Holding AG

Burgenland Holding AG / Announcement of the Convening of the General Meeting
20.02.2015 08:00

Announcement of the Convening of the General Meeting, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Burgenland Holding AG
Headquartered in Eisenstadt
FN 126613 x
ISIN: AT0000640552

Convening

of the 26th Annual General Meeting of Burgenland Holding AG
scheduled to take place on Friday, 20 March 2015, 10:00am, location: Technologiezentrum Eisenstadt, Marktstraße 3, 7000 Eisenstadt
Agenda:

1. Presentation of the approved annual financial statements, of the management report submitted by the Executive Board and the Corporate Governance Report, including the report of the Supervisory Board for the 2013/14 financial year as well as the proposal for the application     of profit.

2. Adoption of a resolution on the distribution of the net profits for the year as shown in the annual financial statements as of 30 September     2014.

3. Adoption of a resolution concerning the approval of the actions of the Executive Board and of the Supervisory Board for the 2013/14 financial     year.

4. Appointment of the auditor for the 2014/15 financial year.
 5. Election to the Supervisory Board.

Opportunity for shareholders to inspect records pursuant to sec. 108 paragraphs 3 to 5 of the Austrian Stock Corporation Act (AktG) (Article 106 (4) of the Stock Corporation Act)

The records pursuant to Article 108 (3 to 5) of the Stock Corporation Act may be accessed via the Company's website under www.buho.at as registered with the Commercial Register as from the 21st day before the Annual General Meeting, i.e., from 27 February 2015. The Company's website also provides access to the model forms for granting and revoking a power of attorney pursuant to Article 114 of the Stock Corporation Act.
Reminder to the shareholders of their rights pursuant to Articles 109, 110 and 118 of the Stock Corporation Act (Article 106 (5) of the Stock Corporation Act)

Pursuant to Article 109 of the Stock Corporation Act, shareholders the total of whose shares add up to 5% of the Company's share capital are entitled to demand, in writing, that certain items determined by them be included in the agenda of the subsequent Annual General Meeting and publicized accordingly. Each item requested to be included in the agenda must be accompanied by a draft resolution including a statement of reasons. The applicants must have held their shares for at least three months before the filing of the respective request. The shareholders' request must have been received by the Company not later than on the 21st day before the Annual General Meeting, i.e., on or before 27 February 2015.
Pursuant to Article 110 of the Stock Corporation Act, shareholders the total of whose shares add up to 1% of the Company's share capital are entitled to submit to the Company, in text form (Article 13 (2) of the Stock Corporation Act), written proposals for resolution with regard to each individual item on the agenda and to demand that such proposals be made accessible on the Company's website, together with the names of the shareholders in question, the required statement of reasons and a statement (optional) by the Executive Board or the Supervisory Board. Such a request must be taken into account if it is received by the Company on or before the seventh working day before the Annual General Meeting, i.e., on or before 11 March 2015. In case of a proposal concerning the election of a member of the Supervisory Board, the statement of reasons will be replaced by the declaration made by the nominated person pursuant to Article 87 (2) of the Stock Corporation Act.

Pursuant to Article 118 of the Stock Corporation Act, each shareholder is entitled, during the Annual General Meeting, to request and receive information concerning the Company' business, to the extent that such information is necessary for a proper understanding of any item on the agenda. The obligation of providing information also extends to the Company's legal and business relationship with any of its affiliated companies, to the situation of the Group and of the enterprises included in the consolidated financial statements.

The request for information may be refused in cases where reasonable entrepreneurial evaluation of the subject in question indicates that the disclosure of such information is likely to cause a considerable disadvantage to the Company or to any of its affiliated companies or that disclosure would lead to prosecution. A request for information may also be refused in cases where the information in question was accessible via the "Questions and Answers" section of the Company's website for a minimum period of seven days before the start of the Annual General Meeting. If you have questions the answering of which requires some preparation time, please address them to the Company in writing and in good time before the Annual General Meeting.

Those shareholder rights that depend on the shares having been held by the shareholder in question over a determined period may only be exercised subject to the provision of proof of share ownership throughout the relevant period in each case; such proof must be provided by means of a certificate of deposit pursuant to Article 10a of the Stock Corporation Act. Further information concerning the shareholder rights, particularly those pursuant to Articles 109, 110 and 118 of the Stock Corporation Act, may also be found on the Company's website, www.buho.at.
Proposals for additions or amendments to the agenda, proposals for resolution and questions should be addressed to the Company by letter (Burgenland Holding AG, attn.: Nikolaus Korab, Marktstraße 3, 7000 Eisenstadt), by fax (+43 (0)1 8900 500 90) or by e-mail (anmeldung.buho@hauptversammlung.at). Proposals should be attached to the e-mail for example as a PDF.

Record date and conditions for attending the Annual General Meeting pursuant to Article 111 of the Stock Corporation Act (Article 106 (6 and 7) of the Stock Corporation Act)

Pursuant to Article 111 (1) of the Stock Corporation Act, as well as of Article 9 of the Articles of Incorporation, the right to attend the Annual General Meeting and to exercise the shareholder rights is determined by the shares held by the end of the tenth day before the date of the Annual General Meeting (record date), i.e., by the shares held by the respective shareholder at 24:00 on 10 March 2015 (CET). Shareholders wishing to attend the Annual General Meeting and to exercise shareholder rights are obligated to supply proof of ownership of their shares to the Company as of the record date.

In the case of bearer shares deposited in a custody account, a certificate of deposit pursuant to Article 10a of the Stock Corporation Act, which must be submitted to the Company not later than by the third working day before the Annual General Meeting, i.e., on 17 March 2015, will be deemed sufficient proof of ownership of the shares in question as of the record date. The certificate of deposit must have been issued by the credit institution maintaining the custody account, which must have its seat in a member state of the European Economic Area or in a full member state of the OECD. As a minimum requirement, the certificate of deposit shall contain the data required pursuant to Article 10a (2) of the Stock Corporation Act. In cases where the certificate of deposit is intended to be used as proof of current shareholder status, it must have been issued no earlier than within the last seven days before submission to the Company. Certificates of deposit will be accepted in German and in English.
Proof of share ownership on the record date must have been received by the Company on or before the third working day before the Annual General Meeting, i.e., on or before 17 March 2015, by letter (Burgenland Holding AG, attn.: Nikolaus Korab, Marktstraße 3, 7000 Eisenstadt), by fax (+43 (0)1 8900 500 90) or by e-mail (anmeldung.buho@hauptversammlung.at). Documents should be attached to the e-mail for example as a PDF or may be submitted via SWIFT: GIBAATWGGMS (message type MT598; indication of ISIN AT0000640552 within the text is absolutely necessary).
Possibility of appointing a representative pursuant to Article 113 et seq. of the Stock Corporation Act (Article 106 (8) of the Stock Corporation Act)
All shareholders entitled to attend the Annual General Meeting have the right to appoint an individual or a legal person as representative, namely by means of a power of attorney issued in writing or in text form. The Company itself, or any member of the Executive Board or of the Supervisory Board, shall be entitled to act as representative exercising voting rights only in cases where the relevant shareholder has issued explicit instructions as to how the voting rights are to be exercised with regard to each individual item of the agenda. The power of attorney must be issued to a specific individual or legal person. In cases where the shareholder has issued a power of attorney to the credit institution maintaining the custody account (Article 10a of the Stock Corporation Act), a declaration on the part of the latter added to the certificate of deposit, to the effect that it has been granted a power of attorney, will be sufficient.
Powers of attorney may be issued by means of the form provided on the Company's website, www.buho.at, which also permits the granting of a limited power of attorney. The power of attorney must be sent to, and kept on file by, the Company.

Powers of attorney may be sent to the Company exclusively until 19 March 2015, 4:00pm, latest, in written form by letter (Burgenland Holding AG, attn.: Nikolaus Korab, Marktstraße 3, 7000 Eisenstadt), by fax (+43 (0)1 8900500 90) or by e-mail (anmeldung.buho@hauptversammlung.at). Documents should be attached to the e-mail for example as a PDF. On the day of the Annual General Meeting, the delivery of the power of attorney is only possible by hand upon the registration to the Annual General Meeting at the place of that assembly.

The above provisions regarding the granting of the power of attorney shall also apply, mutatis mutandis, to its revocation.

Total number of shares and voting rights as of the date of the convening of the Annual General Meeting (Article 106 (9) of the Stock Corporation Act)
As of the date of the convening of the Annual General Meeting, the Company's share capital amounts to EUR 21,810,000.00 and is divided into in 3,000,000 no-par-value bearer shares. Each share confers one vote. As of the date of the convening of the Annual General Meeting, the Company does not hold own shares. There is only one class of shares.
Admittance: doors to the room in which the Annual General Meeting will be held will be opened at 9:00am.

You may find further information concerning the conduct of the Annual General Meeting, etc. on the Company's website www.buho.at.
Eisenstadt, February 2015 
The Executive Board


20.02.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Burgenland Holding AG
              Marktstraße 3
              7000 Eisenstadt
              Austria
Phone:        +43 2236 200 24186
Fax:          +43 2236 200 84703
E-mail:       info@buho.at
Internet:     www.buho.at
ISIN:         AT0000640552
WKN:          879095
Listed: Regulated Unofficial Market in Berlin, Stuttgart; Wien (Amtlicher Handel / Official Market)  
End of Announcement DGAP News-Service  

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