09th Ordinary General Meeting of DO & CO Restaurants & Catering AG
Thursday, 5th July 2007 AT 17:00 hrs at the DO & CO PLATINUM, UNIQA TOWER, A-1020 Vienna, Untere Donaustrasse 21.
Agenda:
1. Presentation of the certified annual financial statements and consolidated financial statements as per 31 March 2007 with the Management report and the Supervisory Board report for busi-ness year 2006/2007.
2. Resolution on the distribution of profits for business year 2006/2007.
3. Resolution on the discharge of the members of the Management Board for business year 2006/2007.
4. Resolution on the discharge of the members of the Supervisory Board for business year 2006/2007.
5. Resolution on the remuneration of the Supervisory Board for business year 2006/2007.
6. Appointment of the auditor for the annual and consolidated financial statements for business year 2007/2008.
7. Resolution on
a) an increase in the capital stock from company equity by EUR 1,427,918.09 from EUR 14,162,481.91 to EUR 15,590,400.00 by converting the corresponding amount from the fixed capital reserves without the issue of new stock.
b) the corresponding amendment of the Articles of Association in § 5 paragraph 1 (Capital Stock), so that this provision reads as follows:
(1) The capital stock of the company totals EUR 15,590,400.00.
8. Resolution on
a) a stock split at a ratio of 1:4, whereby the number of shares will increase to 7,795,200 and each share will represent EUR 2.00 of the company’s capital stock.
b) the corresponding amendment of the Articles of Association in § 5 paragraph 2 (Capital Stock), so that this provision reads as follows:
(2) It is divided into 7,795,200 bearer shares with voting rights.
9. Resolution on
a) the authorisation of the Management Board for the purchase of own shares in accor-dance with § 65 paragraph 1 line 8 of the Corporation Act (AktG), whereby the percent-age of capital stock to be acquired through this purchase of shares is limited to 10 %, the authorisation is valid for a period of 18 months after adoption of the resolution, and the equivalent value may not exceed or fall below the average closing price of the share during the last 3 trading days on the Vienna stock exchange by more than 25 %, and whereby the Management Board shall be required to publish announcement of this buy-back programme and especially its duration.
The authorisation can be exercised by the company, its group companies or by a third party for the account of the company at once in its entirety or in multiple tranches and in pursuit of one or multiple objectives.
b) the authorisation of the Management Board to sell shares that are yet to be bought or that have already been bought by means other than sale through the stock exchange or by means of a public offer under the exclusion of the pre-emptive rights of the share-holders, with the approval of the Supervisory Board, whereby the shareholders’ pre-emptive rights may only be precluded when these shares are offered as compensation for the acquisition of companies, operations, parts of companies or shares in one or multiple companies in Austria or abroad or as part of a stock participation program for employees, executive employees and members of the Management Board or management of the DO & CO Group.
This authorisation can be executed one or multiple times in its entirety or in parts and is valid up to and including 31 December 2008.
c) the authorisation of the Management Board to call in own shares without further annual shareholder meeting resolutions.
10. Resolution on
a) the authorisation of the Management Board to increase the capital stock of the company by up to an additional EUR 7,795,200.00 by issuing up to 3,897,600 new ordinary bearer shares (individual share certificates) in return for cash and/or in-kind contributions – in multiple tranches if necessary – with the approval of the Supervisory Board until 30 June 2012 and to set the issue price and the terms and conditions of issue in agreement with the Supervisory Board (approved capital as per § 169 AktG),
b) the authorisation of the Management Board to preclude the shareholders’ pre-emptive rights when necessary with the approval of the Supervisory Board, but only when the capital stock is increased through contributions in kind in the form of companies, operations, parts of operations or shares in one or more companies in Austria or abroad,
c) the rescission of the existing approved capital as per § 5 paragraph 3 of the Articles of Association, which expires on 30 June 2007,
d) the corresponding amendment of the Articles of Association in § 5 paragraph 3 (Capital Stock), so that this provision reads as follows:
(3)The Management Board is authorised until 30 June 2012 to increase the capital stock of the company from its current nominal amount of EUR 15,590,400.00 by up to an additional EUR 7,795,200.00 by issuing up to 3,897,600 new ordinary bearer shares (individual share certificates) in return for cash or in-kind contributions – in multiple tranches if necessary – with the approval of the Supervisory Board and to set the issue price and the terms and conditions of issue in agreement with the Supervisory Board, and, exclusively in cases where the capital stock is increased through contributions in kind in the form of companies, operations, parts of companies or shares in one or more companies in Austria or abroad, to preclude the shareholders’ pre-emptive rights when necessary with the approval of the Supervisory Board.
The results (votes) of the agenda items:
Agenda item 2:
Yes: 1.408.884 No: 15 abstentions: 0
A dividend of EUR 0,50 for each dividend owner.
Agenda item 3:
Yes: 1.408.900 No: 0 abstentions: 0
Agenda item 4:
Yes: 424.756 No: 0 abstentions: 0
Agenda item 5:
Yes: 1.408.875 No: 0 abstentions: 0
Agenda item 6:
Yes: 1.408.875 No: 0 abstentions: 0
Agenda item 7:
Yes: 1.409.006 No: 0 abstentions: 0
Agenda item 8:
Yes: 1.408.878 No: 103 abstentions: 24
Agenda item 9:
Yes: 1.408.970 No: 100 abstentions: 0
Agenda item 10:
Yes: 1.393.803 No: 15.000 abstentions: 0