PTA-HV: UBM Development AG: Convening of the 142nd Annual General Meeting of UBM Development AG

4/20/2023, 2:15 PM (Source: pressetext)
Wien (pta024/20.04.2023/14:15) - UBM Development AG

Shareholders' meeting according to article 107 section 3 AktG

Wien (pta024/20.04.2023/14:15) - UBM Development AG

Vienna, FN 100059 x,

ISIN AT0000815402

("Company")

Convening of the

142nd Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting of UBM Development AG on Friday, 19 May 2023, at 9:00 a.m., Vienna time, at the House of Industry (Haus der Industrie), 1030 Vienna, Schwarzenbergplatz 4

I. AGENDA

1. Presentation of the annual financial statements including the management report and the corporate governance report, the consolidated financial statements including the group management report, the proposal for appropriation of the profits, the non-financial report (ESG sustainability report) and the report prepared by the Supervisory Board for the finan-cial year 2022

2. Resolution on the appropriation of profits

3. Resolution on the discharge from liability of the members of the Management Board for the financial year 2022

4. Resolution on the discharge from liability of the members of the Supervisory Board for the financial year 2022

5. Election of the auditor (for the financial statements) and the group auditor (for the consoli-dated financial statements) for the financial year 2023

6. Resolution on the remuneration report for the financial year 2022

7. Resolution on the amendments to the articles of association:

a) Resolution on the amendment of Article 3 "Publications" of the articles of association

b) Resolution on the amendment of the articles of association by adding a new Article 15 "Remote Participation and Remote Voting, Broadcasting and Recording of the General Meeting, Virtual General Meeting" and corresponding amendment of the numbering of the following paragraphs of the articles of association

c) Resolution on editorial amendments to the articles of association in Article 4 "Amount and Division of the Capital; Authorised Capital"

8. Resolution on

a) the revocation of (i) the authorisation of the Management Board to acquire treasury shares (own shares) pursuant to Section 65 (1) no 4 and no 8 as well as (1a) and (1b) AktG, as well as (ii) the authorisation of the Management Board to dispose of treasury shares (own shares) pursuant to Section 65 (1b) AktG, as resolved each by the Annual General Meeting on 27 May 2021;

b) the new authorisation of the Management Board to acquire treasury shares (own shares) pursuant to Section 65 (1) no 4 and no 8 as well as (1a) and (1b) AktG both via the stock exchange and over the counter in the amount of up to 10% of the share capital, also with the exclusion of the shareholders' quota-based right to tender (Andienungs-recht der Aktionäre) which may arise in the context of such an acquisition (reverse exclu-sion of subscription rights); as well as

c) the new authorisation of the Management Board to dispose of treasury shares (own shares) pursuant to Section 65 (1b) AktG by other means than via the stock exchange or by public offer and by excluding the shareholders' ordinary right of purchase (exclusion of shareholders' subscription rights); as well as

d) the authorisation of the Management Board to cancel treasury shares (own shares).

II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVIDING OF INFOR-MATION ON THE WEBSITE

In particular, the following documents will be made available on the Company's website regis-tered with the companies register at www.ubm-development.com from 28 April 2023 at the latest:

• Annual financial report 2022, including the annual financial statements and management report,

• Corporate governance report 2022,

• Annual report 2022, including

o Consolidated financial statements including the group management report,

o Report of the Supervisory Board,

o Proposal for the appropriation of profits,

• Non-financial report 2022 (ESG sustainability report),

• Proposals for resolutions on items 2 to 8 of the agenda,

• Articles of association with all proposed amendments,

• Report pursuant to Sections 65 (1b) in conjunction with 153 (4) AktG (exclusion of subscrip-tion rights in case of disposal of treasury shares (own shares) – item 8),

• Remuneration report for the financial year 2022,

• Form for granting a proxy,

• Form for granting a proxy and instruction to the independent voting proxy holder (IVA/Dipl.-Vw. Dipl.-Jur. Florian Beckermann, LL.M.),

• Form for the revocation of a proxy,

• Further information on the shareholders' rights pursuant to Sections 109, 110, 118 and 119 AktG,

• Full text of this convocation.

III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATING IN THE ANNUAL GEN-ERAL MEETING

The right to attend the Annual General Meeting and to exercise the voting rights and the other shareholders' rights, which are to be exercised in the course of the Annual General Meeting, depends on the shares held as of the end of 9 May 2023 (24:00 hrs, Vienna time) (Record Date).

Only those persons who are shareholders as of the Record Date and who provide proof there-of to the Company are entitled to participate in the Annual General Meeting.

Evidence of shareholding as of the Record Date is to be provided in the form of a deposit receipt (Depotbestätigung) pursuant to Section 10a Stock AktG, which has to be submitted to the Company at the latest by 15 May 2023 (24:00 hrs, local Vienna time) exclusively by one of the following means of communication and exclusively to one of the following addresses:

(i) For the submission of a deposit receipt in text form, which is deemed sufficient by the articles of association pursuant to Article 16 (3)

By email anmeldung.ubm@hauptversammlung.at

(Please send deposit receipts in PDF format)

(ii) For the submission of a deposit receipt in written form

By mail or UBM Development AG

courier c/o HV-Veranstaltungsservice GmbH

Köppel 60

8242 St. Lorenzen/Wechsel

By SWIFT GIBAATWGGMS

(Message Type MT598 oder MT599,

ISIN AT0000815402 must be stated mandatorily in the

text)

Shareholders are requested to contact their relevant custodian bank and arrange for a deposit receipt to be issued and submitted.

The Record Date does not affect the transferability of shares and is not relevant for the enti-tlement to receive dividends.

Deposit receipt pursuant to Section 10a AktG

The deposit receipt must be issued by the custodian bank with its registered office in a Mem-ber State of the European Economic Area or in a Full Member State of the OECD, and must contain the following information (Section 10a (2) AktG):

• Information on the issuer: name and address or a standard code used for transactions be-tween banks (SWIFT-Code),

• Information on the shareholder: name/company name and address; date of birth in the case of individuals; register and register number in the case of legal entities,

• Information on the shares: number of shares held by the shareholder, ISIN AT0000815402 (international securities identification number),

• Deposit number or securities account number or any other designation,

• Reference time or time period to which the deposit receipt refers.

Deposit receipt as evidence of the shareholding for participating in the Annual General Meeting must refer to the Record Date stated above, 9 May 2023 (24:00 hrs, local Vienna time).

Deposit receipt will be accepted in German or in English.

Proof of Identity:

UBM Development AG reserves the right to verify the identity of persons attending the meet-ing. If it is not possible to verify the identity, admission may be refused.

Shareholders and their proxy holders are therefore requested to have a valid official photo ID ready for identification at registration.

If you are attending the Annual General Meeting as a proxy holder, please take the proxy with you in addition to your official photo ID. If the original proxy has already been sent to the Company, you will ease admission if you have a copy of the proxy with you.

IV. POSSIBILITY OF APPOINTING A PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED IN DOING SO

Any shareholder who is entitled to participate in the Annual General Meeting and who has pro-vided the Company with evidence of this in accordance with the provisions of item III. of this convening notice has the right to appoint a proxy holder who will attend the Annual General Meeting on behalf of the shareholder and who will have the same rights as the shareholder whom he/she represents.

The proxy must be granted to a specific person (an individual or a legal entity) in text form (Section 13 (2) AktG), whereby also several persons may be authorised.

Proxies may be granted both before and during the Annual General Meeting.

We offer the following communication channels and addresses for the submission of proxies:

By mail or UBM Development AG

courier c/o HV-Veranstaltungsservice GmbH

Köppel 60

8242 St. Lorenzen/Wechsel

By email anmeldung.ubm@hauptversammlung.at

(Please send proxies in PDF format)

The proxies must be received at one of the above addresses no later than 17 May 2023, 4:00 p.m., Vienna time, unless they are handed over at the entrance and exit control of the Annual General Meeting on the day of the Annual General Meeting.

A proxy form and a form for the revocation of the proxy will be available on and can be down-loaded from the Company's website at www.ubm-development.com from 28 April 2023 at the latest. In the interest of smooth processing, we request that you always use the forms provid-ed.

Details on the authorisation, in particular on the text form and the content of the proxy, are provided in the proxy form made available to the shareholders.

If the shareholder has granted proxy to his custodian bank (Section 10a AktG), it is sufficient if the bank, in addition to the deposit receipt, submits the declaration that it has been granted proxy by the means provided for its submission to the Company.

Shareholders may personally exercise their rights at the Annual General Meeting even after granting proxy. Personal appearance shall be deemed as revocation of a proxy previously granted

The above provisions on the granting of a proxy apply mutatis mutandis to the revocation of the proxy.

Independent voting proxy holder:

As a special service, a representative of the Interessenverband für Anleger, - IVA, 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent voting proxy holder (un-abhängiger Stimmrechtsvertreter) to exercise their voting rights at the Annual General Meeting; a special proxy form can be downloaded from the Company's website at www.ubm-development.com for this purpose. In addition, Dipl.-Vw. Dipl. Jur. Florian Beckermann, LL.M of the IVA can be contacted directly by telephone at +43 (0)1 8763343-30 or by email to flori-an.beckermann@iva.or.at.

V. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO SECTIONS 109, 110, 118 AND 119 AktG

1. Amendments to the agenda by shareholders pursuant to Section 109 AktG

Shareholders who collectively hold shares corresponding to 5% of the share capital and who have held those shares for at least three months prior to filing a request may request in writing that additional items be included in the agenda of this Annual General Meeting and pub-lished, provided that such a request is received in writing by mail or courier no later than on 28 April 2023 (24:00 hrs, local Vienna time) by the Company exclusively at the address 1100 Vien-na, Laaer-Berg-Straße 43, to the attention of Mag. Ralf Mikolasch, or by e-mail with qualified electronic signature to the e-mail address hauptversammlung@ubm-development.com or by SWIFT to the address GIBAATWGGMS. "In writing" means with a personal hand-written signa-ture or the company's legally binding signature by each applicant or, if submitted by e-mail, with a qualified electronic signature, or, if submitted via SWIFT, with message type MT598 or MT599, where the text must in any case also state ISIN code AT0000815402.

Each agenda item so requested must include a resolution proposal and state the reason for the request. The agenda item and the proposed resolution, but not the reasons for the resolution, must also be worded in German. Proof of shareholding must be provided by submitting a de-posit receipt pursuant to Section 10a AktG which certifies that the shareholders making the request have held the shares for at least three months before submitting the request and which must not be more than seven days old at the time of submission to the Company. Several de-posit receipts on shares that only in the aggregate constitute a shareholding of 5% must refer to the same time and date.

With regard to the other requirements relating to the deposit receipt, reference is made to the explanations on the requirements for participating in the Annual General Meeting (item III. of this convening notice).

2. Shareholders' proposals for resolutions on the agenda pursuant to Section 110 AktG

Shareholders who collectively hold shares corresponding to 1% of the share capital may sub-mit proposals for resolutions regarding any item on the agenda in text form, including a statement of the reasons, and may request that such proposals be made available on the Company's website registered with the companies register including the names of the share-holders concerned, the reasons to be provided and comments of the Management Board or the Supervisory Board, if any, if this request is received by the Company in text form no later than 9 May 2023 (24:00 hrs., local Vienna time) either by mail or courier at 1100 Vienna, Laaer-Berg-Straße 43, to the attention of Mag. Ralf Mikolasch, or by email to hauptversa-mmlung@ubm-development.com, whereby the request must be attached to the email in text form, for example as a PDF file. If text form is required pursuant to Section 13 (2) AktG for declarations, the declaration must be submitted in a certificate or in another way using written characters suitable for permanent reproduction, stating the identity of the person making the statement and indicating the confirmation of the declaration by a facsimile of the person's sig-nature or by other means. The proposed resolution, but not the reasons for it, must also be worded in German.

Proof of shareholding must be provided by submitting a deposit receipt pursuant to Sec-tion 10a AktG, which must not be more than seven days old at the time of submission to the Company. Several deposit receipts on shares that only in the aggregate constitute a sharehold-ing of 1% must refer to the same time and date.

With regard to the other requirements relating to the deposit receipt, reference is made to the explanations on the requirements for participating in the Annual General Meeting (item III. of this convening notice).

3. Shareholders' right to information pursuant to Section 118 AktG

Each shareholder, upon request, is to be provided with information on the Company's matters at the Annual General Meeting to the extent that such information is necessary for the proper assessment of an item of the agenda. The obligation to provide information shall also include the Company´s legal and business relationships to affiliated companies as well as to the situa-tion of the Group and the companies included in the consolidated financial statements.

The Company may refuse to provide such information if reasonable business judgement sug-gests that disclosure of the same may cause a material disadvantage to the Company or an affiliate or may be a punishable offence.

Pursuant to Article 18 (2) of the articles of association, the chairman of the Annual General Meeting may reasonably limit the time allowed for shareholders to ask questions and speak. He may, in particular at the beginning, but also during the Annual General Meeting, impose general and individual restrictions on the time allowed for speaking and asking questions.

Requests for information must generally be made orally at the Annual General Meeting, but may also be made in writing.

For the sake of efficiency, questions that require lengthy preparation to be answered shall be submitted to the Management Board in text form in good time prior to the Annual General Meet-ing. Questions can be sent to the Company by email to hauptversammlung@ubm-development.com.

4. Shareholder requests at the Annual General Meeting pursuant to Section 119 AktG

Each shareholder, irrespective of the number of shares s/he holds, is entitled to file a request at the Annual General Meeting with respect to any item on the agenda. If there are several re-quests relating to an item on the agenda, the chairman shall determine the order of voting in accordance with Section 119 (3) AktG.

5. Information on the website

Further information on these shareholder rights pursuant to Sections 109, 110, 118 and 119 AktG is available on the Company's website at www.ubm-development.com from 28 April 2023 at the latest.

6. Information on data protection

UBM Development AG processes personal data of shareholders (in particular those pursuant to Section 10a (2) AktG, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder, type of share if applicable, number of the voting card and, if applicable, name and date of birth of the proxy) on the basis of the applicable data protection provisions, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, in order to enable shareholders to exercise their rights within the framework of the Annual General Meeting.

The processing of shareholders' personal data is mandatory for the participation of sharehold-ers and their proxies at the Annual General Meeting in accordance with the Stock Corporation Act. The legal basis for the processing is therefore Article 6 (1) c) GDPR, in particular in con-nection with the provisions of stock corporation law mentioned below.

UBM Development AG is the responsible party for the processing. UBM Development AG uses external service providers such as notaries, lawyers, banks and IT service providers for the purpose of organising the Annual General Meeting. UBM Development AG will only provide these service providers with personal data that is necessary for the execution of the services they have been commissioned with. Insofar as they act as data processors, they process the data exclusively in accordance with the instructions of UBM Development AG. Where legally necessary, UBM Development AG has concluded a data protection agreement with these ser-vice providers.

If a shareholder attends the Annual General Meeting, all shareholders present or their proxy holders, the members of the Management Board and Supervisory Board, the notary and all other persons with a legal right to attend may inspect the legally prescribed list of participants (Section 117 AktG) and thereby also inspect the personal data mentioned therein (i.a. name, place of residence, shareholding). UBM Development AG is also legally obliged to submit per-sonal shareholder data (in particular the list of participants) as part of the notarial minutes to the companies register (Section 120 AktG).

Shareholders' data will be anonymized or deleted as soon as they are no longer necessary for the purposes for which they were collected or processed, and unless other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particu-lar from corporate law, stock corporation law and takeover law, tax law and money laundering regulations. If legal claims are made by shareholders against UBM Development AG or vice versa by UBM Development AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with court proceedings before civil courts, this can lead to the storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding completion.

Every shareholder in accordance with the provisions of data protection law has a right to in-formation, correction, restriction, objection and deletion with regard to the processing of personal data and a right to data transmission in accordance with Chapter III of the GDPR. Shareholders can assert these rights against UBM Development AG free of charge via the email address datenschutz@ubm-development.com or via the following contact details:

UBM Development AG

Phone: +43 50 626-2600

Laaer-Berg-Straße 43

1100 Vienna

In addition, shareholders have the right to appeal to the competent supervisory authority pur-suant to Article 77 GDPR; in Austria this is the data protection authority.

Further information on data protection can be found in the data protection declaration on the website of UBM Development AG at www.ubm-development.com.

VI. FURTHER INFORMATION AND NOTES

Total number of shares and voting rights

At the time the Annual General Meeting is convened, the Company's share capital amounts to EUR 52,305,260.00 and is divided into 7,472,180 no-par value bearer shares. Each share enti-tles the holder to one vote. The total number of voting rights therefore amounts to 7,472,180 voting rights at the time the Annual General Meeting is convened. At the time the Annual Gen-eral Meeting is convened, the Company neither directly nor indirectly holds own shares.

Vienna, in April 2023 The Management Board

(end)

emitter: UBM Development AG
address: Laaer-Berg-Straße 43, 1100 Wien
country: Austria
contact person: Christoph Rainer
phone: +43 664 80 1873 200
e-mail: investor.relations@ubm-development.com
website: www.ubm-development.com

ISIN(s): AT0000815402 (share), AT0000A1XBU6 (bond), AT0000A23ST9 (bond), AT0000A2AX04 (bond), AT0000A2QS11 (bond), XS1785474294 (bond), XS2355161956 (bond)
stock exchanges: official trade in Vienna; scale in Frankfurt

[ source: https://www.pressetext.com/news/20230420024 ]