1) The name of the corporation is ‘BWT AG’.
2) The company’s registered office is at 5310 Mondsee.
3) The duration of the company is not limited to a specific term.
1. The purpose of the company is
a) The development, production, sale and service of products, processes and systems for water treatment, particularly in the drinking, swimming pool, pure water, process and waste water technology sectors;
b) The production and trading of all chemical and other substances and materials associated with the operation, maintenance and repair of such products and systems;
c) The sale of iron and metal goods, such as machine parts and installations, particularly fittings, special fittings and water, gas and steam services; Chemicals, chemical engineering equipment and machines of all types for use specifically in the water technology industry.
2. The company is authorised to take a holding in a company with the same or similar corporate purposes and to take over the company’s management.
3. The company is authorised to establish subsidiaries.
The publications of the company shall be subject to the relevant statutory provisions.
1. The share capital of the company is ….………… €17,833,500.00
2. The share capital is divided into 17,833,500 no-par-value shares. The shareholders are not entitled to individual share certificates.
3. Within five years of the entry of the relevant resolution in the Commercial Register, the Management Board may, with the consent of the Supervisory Board, increase the share capital of the company by up to €8,916,500.00 by issuing 8,916,500 new bearer no-par-value shares at a minimum issue price of 100% for cash contributions or contributions in kind to €26,750,000.00, with or without the exclusion of current shareholders’ subscription rights. After such authorisation, the Management Board may exercise its right in one or several tranches, and fix the issue price and issue conditions in agreement with the Supervisory Board. In particular, the Management Board, with Supervisory Board approval, may decide to exclude the subscription right regarding the entire authorised capital. The Supervisory Board may decide amendments to the Articles of Association arising from the issue of shares from the authorised capital.
1. The shares are bearer shares.
2. In the event of a capital increase, should the resolution on the increase of capital fail to determine whether the shares issued are bearer or registered shares, they shall be bearer shares.
The form and content of the share certificates shall be determined by the Management Board.
The same applies to interim certificates, partial debentures and interest, renewal and option coupons.
1. The Management Board of the company consists of one or several persons. Should the Management Board consist of more than one person, a Management Board Chairman shall be appointed by the Supervisory Board.
2. The Supervisory Board shall determine the allocation of Management Board responsibilities and which matters shall require its approval. It shall issue the rules of procedure for the Management Board.
If the Management Board consists of one person, the company will be represented by such person and, if it comprises several people, by two Board members jointly or by one Board member and an authorised signatory.
1. The Management Board shall make its decisions through a simple majority.
2. If a Board member is appointed as Chair of the Management Board, they shall have the casting vote in the event of a tied vote.
1. The Supervisory Board shall consist of at least three, and no more than twelve, members appointed by the Annual General Meeting.
2. The elected members of the Supervisory Board, if they are not appointed for a shorter term of office, shall be appointed for the period until the close of the Annual General Meeting in the fourth financial year after their appointment, when they will be discharged. The financial year in which the election took place shall not count.
3. Should any members resign before the end of their term of office, a by-election shall be held at the next Annual General Meeting. However, if the number of Supervisory Board members falls below three, a by-election must be held promptly at an Extraordinary General Meeting.
4. By-elections take place for the remainder of the resigning member’s term of office. If a member of the Supervisory Board is appointed at an Extraordinary General Meeting, the first year of office of such member shall be considered terminated at the close of the next Ordinary Annual General Meeting.
5. Any member of the Supervisory Board may tender their resignation in writing, subject to a notice period of four weeks.
1. Once a year, at a meeting held after the close of the Ordinary Annual General Meeting, to which no special invitation is required, the Supervisory Board shall elect a Chair and Deputy Chair from within its members. A replacement must be appointed immediately, should the Chair or other Deputy resign from this office.
2. Should no absolute majority decision be reached in an election, a second ballot shall be held among those who have received the most votes. Should the electoral process be unsuccessful, particularly in the event of a tied vote, the decision shall be made by the drawing of lots.
1. The Supervisory Board shall determine its own procedural rules.
2. Meetings of the Supervisory Board must take place at least four times a year. Meetings of the Supervisory Board shall be convened by the Chair or, in the event of their absence, a Deputy, with invitations issued by letter to the members at their last known address or via electronic means.
A meeting shall also be convened if such meeting requires the Management Board or at least two members of the Supervisory Board to attend. The agenda shall be set by the Chair of the Supervisory Board or their Deputy, taking into consideration any written requests from the Management Board or members of the Supervisory Board. The Supervisory Board can only make a resolution on a matter not included in the agenda if no member present at the meeting requests an adjournment.
3. The Supervisory Board may determine resolutions if at least three members, of which one must be the Chair or Deputy Chair, are present. A member is also considered present if they are linked for the entire duration of the meeting via a real-time, two-way audio-visual communication link. The Chair or, in their absence, a Deputy, shall chair the meeting. The voting method shall be determined by whoever chairs the meeting.
4. Resolutions shall be adopted via a simple majority of the votes cast. In the event of a tied vote, which also applies to elections, the meeting chairperson’s vote shall be decisive.
5. A member of the Supervisory Board may, in writing, empower another Supervisory Board member to submit a written vote in their place.
6. A member of the Supervisory Board may, in writing, authorise another Supervisory Board member to represent them at a single meeting. However, no member can accept more than one proxy. The Supervisory Board member being represented shall not be counted when determining the quorum for a meeting (para 3). The right to chair the meeting cannot be transferred.
7. A transcript of the debates and resolutions of the Supervisory Board shall be recorded, which shall then be signed by the person chairing the meeting.
8. Resolutions may also be passed in writing, should the Chair or, in their absence, a Deputy, authorise such procedure and no member of the Supervisory Board raises a specific objection. The provisions in para 4) shall apply to written votes. If a representation is made under para 6).a resolution decided by a written vote is not permitted.
1. The Supervisory Board may form committees from among its members, and the Supervisory Board shall determine the tasks, powers and procedural rules. The authority to make decisions may also be delegated to such committees.
2. The provisons pursuant to § 12 paras 2) to 8) also apply to committees of the Supervisory Board. If a committee comprises two members only, the committee shall only be deemed quorate if both members are present.
Declarations of intent by the Supervisory Board and its committee shall be delivered by the Chair of the Supervisory Board or, in the absence of the Chair, by a Deputy.
1. Each member of the Supervisory Board shall receive an annual allowance, plus reimbursement of their cash expenses and an attendance fee. The amount of the attendance fee and annual allowance will be determined by the Annual General Meeting.
2. The Supervisory Board may receive a share of annual profits, to be fixed by the Annual General Meeting according to legal provisions.
3. Should any member of the Supervisory Board acting in this capacity carry out a particular duty in the interest of the company, the Annual General Meeting may resolve to grant the member an additional fee.
4. The company shall bear any special fee costs for Supervisory Board members.
5. Only the Annual General Meeting at which the discharge of members of the first Supervisory Board is decided may grant a fee for their duties (§ 98 para 2 AktG [Austrian Stock Corporation Act]).
The Supervisory Board may only make amendments to the Articles of Association that pertain to the current version.
1. Annual General Meetings shall be convened by the Management Board or the Supervisory Board.
2. Annual General Meetings shall be held at the head offices of the company, at one of the company’s Austrian subsidiaries or in the capital city of one of the Austrian states.
3. The convening of the Annual General Meeting shall be announced in accordance with AktG legal provisions.
1. Entitlement to participate in the Annual General Meeting and to exercise shareholders’ rights shall be determined by their shareholding at the end of the tenth day before the day of the Annual General Meeting (record date). Shareholders who wish to participate in the Annual General Meeting and exercise their right to vote must prove their shareholding to the company at the record date.
2. For safe-deposited bearer shares, a certificate of deposit shall suffice as proof of shareholding on the record date, pursuant to §10a AktG. It must be received by the company no later than three working days prior to the Annual General Meeting at the address stated for this purpose in the notice convening the meeting. The certificate of deposit shall be issued by a custodian credit institution headquartered in a member state of the European Economic Area or in a full OECD member state. The certificate of deposit shall contain the minimum amount of information pursuant to §10a para 2 AktG. If the certificate of deposit is to provide proof of current shareholder status, it must not be older than seven days at the date of presentation to the company. The certificate of deposit must be presented in text form. Certificates of deposit are accepted in both English and German.
3. For bearer shares that are not deposited with a custodian, proof of shareholding shall be a written confirmation from an Austrian notary public, to be received by the company no later than three working days prior to the Annual General Meeting at the address stated for this purpose in the notice convening the meeting
4. If no shares (interim certificates) have been issued, the invitation to the Annual General Meeting shall specify the conditions under which the shareholders may be allowed to participate.
1. Each share entitles the bearer to one vote.
2. Where shares have been fully paid up, the minimum contribution paid for each share shall count as one vote. For contributions that exceed the minimum contribution, the votes shall correspond to the amount of contributions paid. Fractions of votes shall only be taken into account if their total sum results in one or more full votes for the shareholder with voting rights.
3. Every shareholder who is eligible to attend the Annual General Meeting may appoint a lay or legal person as a representative. The right to vote can also be exercised by a proxy, and the granting of this authority shall be communicated to the company and retained or verifiably recorded by the company. Communication in text form will suffice. Should the shareholder grant proxy to their custodian credit institution (§10a AktG), it is sufficient for such institution to include, along with the certificate of deposit, the declaration that it has been granted proxy. The transfer of authority to the company may be notified by letter, fax or email to the contact named in the meeting botification.
1. The Annual General Meeting shall be chaired by the Chair of the Supervisory Board or their Deputy. Should neither of these be present or be prepared to chair the meeting, the notary appointed to certify the proceedings shall invite the meeting to elect a Chair.
2. The Chair of the Annual General Meeting shall direct proceedings, determine the order in which the agenda items are discussed and the type and form of the voting procedure. If a single agenda item contains multiple motions, the Chair shall decide the order of voting on such motions in accordance with the law, specified in §119 para 3 AktG.
Unless the law or the Articles of Association demand a different form of majority, the Annual General Meeting shall pass resolutions with a simple majority of the votes cast and, should a mandatory capital majority be required, with a simple majority of the share capital represented at the adoption of the resolution. In the following cases in particular, the Annual General Meeting shall pass resolutions with a simple majority of the votes cast:
a) Amendments to the Articles of Association, excluding changes in the objects of the company
c) Ordinary capital increase
d) Dismissal of members of the Supervisory Board
e) Issue of convertible bonds, participating bonds and the granting of participating rights
f) Approval of the year-end accounts and distribution of profits
g) All other resolutions incumbent on the Annual General Meeting as stipulated by law or the Articles of Association.
Should the first round of voting fail to reach a simple majority, a run-off election shall be held between the two candidates who have received the most votes. In the event of equal votes, the Chair of the meeting shall have the casting vote.
1. The financial year shall be the calendar year.
2. The first financial year ends at the close of the calendar year in which the company was entered in the Commercial Register.
1. Within the first five months of each financial year, the Management Board shall, after verification by the auditors, prepare the year-end accounts and the annual report for the previous financial year, together with a proposal for the distribution of profits.
2. Within the first eight months of each financial year, the Annual General Meeting shall determine the distribution of net profits, discharge the Management Board and the Supervisory Board, appoint auditors and, as required by law, approve the year-end accounts (Ordinary Annual General Meeting).
1. Net profits shall be distributed to the shareholders in accordance with relevant commercial legislation, unless determined otherwise by the Annual General Meeting.
2. The Annual General Meeting is not bound by the regulations governing the distribution of profit pursuant to section 53 paras 1 and 2 AktG.
1. Dividends shall be distributed to shareholders in proportion to the nominal value of the paid-for shares. Contributions that have been made during the financial year are to be considered in proportion to the time that has elapsed since the transaction was effected.
2. An alternative entitlement to dividends may be determined in the event of a new share issue.
1. Unless the Annual General Meeting has determined otherwise, dividends shall be due for payment ten days after the date of the Annual General Meeting.
2. Shareholders dividends not
claimed within three years shall be forfeited and allocated to the company’s free reserves.
The reduction stipulated in § 26 para 1 of the Takeover Act for determining the price for a mandatory bid is excluded (§ 27 para 1 no. 2 Takeover Act).
1. Legally-effective notices from shareholders or third parties acting for and on behalf of shareholders (e.g. credit institutions) must be sent to the company in German or English. This applies in particular to certificates of deposit.
2. The proceedings of the Annual General Meeting will be carried out in the German language.