EANS-General Meeting: bwin Interactive Entertainment AG / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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INVITATION
to the
Annual General Meeting
of
bwin Interactive Entertainment AG
with registered offices in Vienna
to be held at 10 a.m. on Tuesday, 18 May 2010
in the stock exchange hall,
Wipplingerstrasse 34, 1010 Vienna / Austria
(FN 166449d, ISIN AT0000767553)

I. Agenda
1. Presentation of the approved Annual Financial Statements in¬cluding the
Management Report and the Corporate Governance Report as of 31 December 2009,
the Consolidated Financial Statements including the Group Management Report as
of 31 December 2009, the proposal for the allocation of profit, and the
Supervisory Board´s Report on the financial year 2009.
2. Resolution appropriating the net result for the financial year 2009.
3. Resolution ratifying the acts of the members of the Executive Board
during the financial year 2009.
4. Resolution ratifying the acts of the members of the Supervisory Board
for the financial year 2009.
5. Resolution on Supervisory Board remuneration for the financial year
2009.
6. Election of two persons to the Supervisory Board.
7. Appointment of the auditor and the Group auditor for the financial year
2010.
8. Management Report pursuant to § 65 para. 3 of the Companies Act and
resolutions on
a) Revoking the authorization granted to the Executive Board by resolution
of the Annual General Meeting of 21.05.2008 - provided this option has not yet
been used - to acquire up to 10% of the company's bearer shares for a period of
30 months in accordance with § 65 para. 1 subpara. 8 of the Companies Act. At
the same time, the Executive Board should also be authorized to acquire up to
10% of the company's bearer shares in accordance with § 65 para. 1 subpara. 8 of
the Companies Act for a period of 30 months from the date of the reso¬lution at
a price of at least EUR 1.00 and no more than EUR 150.00 per share. The total
volume of shareholders' equity represented by own shares shall not exceed 10%;
and
b) Authorizing the Executive Board until 17 May 2015 to redeem own shares
or, with the Supervisory Board´s approval, to dispose of the Company's own
shares by a means other than via the stock exchange or by public offering,
optionally with partial or complete exclusion of shareholders' subscription
rights. The Executive Board shall be authorized to exercise this authority once
or several times, and in its entirety or in parts.
9. Resolution on alterations to the Articles of Association, in particular
to adapt them to the changed legal regulations with respect to points XIV
(Convocation), XV (Right of Participation), XIV (Voting Rights) und XXI
(Financial Statements and Management Report) resulting from the 2009 amendment
to the Companies Act, and the authorization of the Annual General Meeting in
accordance with § 104, para. 4 of the Companies Act.
10. Resolutions:
a) Revoking the authorization granted to the Executive Board until 21 May
2012 by resolution of the Annual General Meeting of 22 May 2007 - provided this
option has not yet been used - to increase the company's share capital by EUR
16,300,000, if necessary in several instalments, and with the Supervisory
Board´s ap¬proval, by issuing up to 16,300,000 no-par bearer shares against
payment in cash or kind, optionally with partial or complete exclusion of
shareholders' subscription rights, and if necessary to determine, with the
Super¬visory Board´s approval, the conditions of issue, in particular the issue
price, nature of any in-kind contribution, nature of share rights, exclusion of
subscription rights, possible issue of the shares with indirect subscription
rights. At the same time, the Executive Board will also be authorized until 17
May 2015 to increase the company's share capital by up to EUR 17,500,000, if
necessary in several instalments, and with the Supervisory Board´s approval, by
issuing up to 17,500,000 no-par bearer shares against payment in cash or kind,
optionally with partial or complete exclusion of shareholders' subscription
rights. In agreement with the Supervisory Board, the Executive Board is also
authorized to determine the terms of issue if necessary, in particular the issue
price, the nature of any in-kind contribution, the nature of the share rights
and exclusion of subscription rights as well as the possible issue of the shares
by indirect subscription rights. The Supervisory Board shall be authorized to
pass any amendments to the Articles of Association resulting from the issue of
shares from authorized capital; and
b) A corresponding amendment to article V para. 2 of the Articles of
Association.
II. Provision of information
1. In accordance with § 108, para. 3 of the Companies Act, the following
documents will be available for inspection by shareholders at the Company´s
registered offices (Börsegasse 11, 1010 Vienna, Austria) from the 21st day prior
to the Annual General Meeting, i.e. from 27 April 2010, during the Company´s
normal business hours from Monday to Friday from 9 a.m. till 5 p.m.:
a) Proposed resolutions on items 2 to 10 of the agenda together with
declarations by the new members of the Supervisory Board to be elected in
accordance with § 87, para. 2 of the Companies Act;
b) Approved Financial Statements including Management Report and Corporate
Governance Report as of 31 December 2009;
c) Consolidated Financial Statements including Group Management Report as
of 31 December 2009;
d) Proposal for the allocation of profit;
e) Supervisory Board Report on the Financial Year 2009;
f) Articles of Association with proposed changes highlighted;
g) Report of the Executive Board in accordance with § 65, para. 1b in
conjunction with § 153, para. 4 of the Companies Act on the reason for any
exclusion of subscription rights in the resale of own shares; and
h) Report of the Executive Board in accordance with § 170, para. 1b in
conjunction with § 153, para. 4 of the Companies Act on the reason for any
exclusion of subscription rights in the event of capital increases from
authorized capital.
On request, a copy of these documents will be sent to each shareholder
without delay and free of charge.
2. The documents listed under item II.1 of this invitation, the complete
text of this invitation and the form for the granting or revoking of proxy will
be made available on the Company´s website (www.bwin.org) from the 21st day
prior to the Annual General Meeting, and will also be available at the Annual
General Meeting.
III. Information about shareholders´ rights
1. Application by shareholders for business on the agenda (§ 109 Companies
Act)
Shareholders whose shares together represent 5% of the share capital and
who have owned these shares for at least three months before making any such
application may make written requests for business to be announced and placed on
the agenda of the Annual General Meeting. Each item on the agenda must be
supported by a draft resolution including reasoning.
The applicant must be able to prove the circumstance and scope of his
shareholding to the Company. For this purpose, in accordance with § 10a of the
Companies Act, in the case of deposited shares it shall be sufficient to submit
a confirmation of such shareholding issued by the deposit holding credit
institution based in a member state of the European Economic Area or a full
member state of the OECD. Confirmation of any such deposit must not be any more
than seven days old when submitted to the Company, and must confirm that the
shareholder has held the shares continuously for at least three months prior to
making the application. See the notes on right of participation (item IV of the
invitation) with respect to the necessary content of any such deposit
confirmation.
Applications for any additional business to be placed on the agenda must
reach the Company together with proof of ownership of the shares no later than
the 21st day prior to the Annual General Meeting, that is, no later than 27
April 2010,
• By post to the business address (attention Philipp Brauneder, Investor
Relations, Börsegasse 11, 1010 Vienna, Austria); or
• By fax on the fax number +43 050 858 16.

2. Proposals on resolutions by shareholders (§ 110 Companies Act)
Shareholders whose shares together account for 1% of the share capital
may submit in writing their proposals for resolutions including reasoning for
any item on the agenda and request that these proposals be made available on the
Company´s website (www.bwin.org) together with the names of the shareholders
involved, the attached reasoning, and any response from by the Executive Board
or Supervisory Board. In the case of a proposal for election of a member of the
Supervisory Board, the reasoning shall be replaced by a declaration by the
proposed person in accordance with § 87, para. 2 of the Companies Act.
The applicant must be able to prove the circumstance and scope of his
shareholding. For this purpose, in accordance with § 10a of the Companies Act,
in the case of deposited shares it shall be sufficient to submit a confirmation
of such shareholding issued by the deposit holding credit institution based in a
member state of the European Economic Area or a full member state of the OECD.
Confirmation of any such deposit must not be any more than seven days old when
submitted to the Company. See the notes on right of participation (item IV of
the invitation) with respect to the necessary content of any such deposit
confirmation.
Such requests will be taken into consideration provided they reach the
Company no later than the seventh working day prior to the Annual General
Meeting, i.e., no later than 6 May 2010,
• By post to the business address (attention Philipp Brauneder, Investor
Relations, Börsegasse 11, 1010 Vienna, Austria); or
• By fax on the fax number +43 050 858 16.

On request, the Company must publish such proposals together with the
names of the shareholders involved, the reasoning provided and any response from
by the Executive Board or Supervisory Board on the Company´s website no later
than two working days after receipt thereof. A proposal does not have to be
published on the website particularly if it does not include a reasoning or
declaration in accordance with § 87, para. 2 of the Companies Act, or if it
would result in a resolution by the Annual General Meeting in contravention of
the law or the Articles of Association, or a similar proposal based on the same
circumstances has already been published, or it would represent actus reus
defamation of character (§ 111 Criminal Code) or insult (§ 115 Criminal Code),
or the Executive Board would be culpable by publishing it, or the shareholders
indicate that they will not participate in or be represented at the Annual
General Meeting.
The reasoning does not have to be published if it comprises more than
5,000 characters, or would represent actus reus defamation of character (§ 111
Criminal Code) or insult (§ 115 Criminal Code), or the Executive Board would be
culpable by publishing it.
3. Shareholder information (§ 118 Companies Act)
On request, every shareholder is entitled to be given information at the
Annual General Meeting about the affairs of the Company to the extent that this
is necessary for an appropriate understanding of a item on the agenda. This duty
of disclosure also extends to the Company´s legal and business relations with
group companies. If the Consolidated Financial Statements and Group Management
Report are presented at the Annual General Meeting of a parent company, this
duty of disclosure also extends to the position of the Group and to the
companies included in the Consolidated Financial Statements. Such information
shall be in conformity with the principles of conscientious and accurate
reporting. Information may be withheld to the extent that (i) there are
reasonable business reasons for supposing that it would cause a significant
disadvantage to the Company or a group company, or (ii) its disclosure would be
a punishable offence.
IV. Record date and conditions for participation in the Annual General
Meeting
In the case of bearer shares, the holder is entitled to participate in
the Annual General Meeting of a publicly listed company, and to exercise the
shareholders´ rights reserved for the Annual General Meeting only provided he
has held the shares at the end of the tenth day prior to the Annual General
Meeting (record date). The record date is therefore 8 May 2010.
Therefore only those who are shareholders in the Company at the end of
the record date (i.e., 12 midnight CET on 8 May 2010) and able to prove this to
the Company are entitled to participate in the Annual General Meeting. In the
case of deposited bearer shares, a deposit certificate in accordance with § 10a
of the Companies Act shall suffice as proof of ownership of shares on the record
date. Such a deposit certificate must be issued by a deposit holding credit
institution based in a member state of the European Economic Area or a full
member state of the OECD.
The deposit certificate must contain the following information:
a) The issuer, specifying name (company) and address or one of the codes
commonly used in transactions between credit institutions;
b) The shareholder, specifying name (company) and address, in the case of
natural persons also date of birth, in the case of legal entities if appropriate
the register and number under which the legal entity is recorded in its country
of origin;
c) the number of the deposit or else any other designation;
d) the number, and if appropriate par value of the shareholder´s shares,
and in the case of several types of shares, the designation of each type or
internationally recognized security numbers;
e) The moment or period of time to which the deposit certificate refers.
The deposit certificate must mention the above-mentioned record date,
must be in writing, and may be issued in either English or German.
The deposit certificate must reach the Company no later than the third
working day prior to the Annual General Meeting, i.e., no later than 14 May
2010,
• By post to the business address (attention Philipp Brauneder, Investor
Relations, Börsegasse 11, 1010 Vienna, Austria); or
• By fax on the fax number +43 (0)1 8900 500 55 (Erste Bank deposit
service).

V. Appointment of a proxy
Any shareholder entitled to participate in the Annual General Meeting
has the right to appoint a natural person or legal entity to represent him. This
representative may participate in the Annual General Meeting on behalf of the
shareholder, and has the same rights as the shareholder he is representing.
The proxy must be issued in writing to a specific natural person or
legal entity, and must reach the Company
• By post to the business address (attention Philipp Brauneder, Investor
Relations, Börsegasse 11, 1010 Vienna, Austria); or
• By fax on the fax number +43 (0)1 8900 500 55.
The revocation of a proxy must also be delivered to the Company either to the
address given above or on the fax number given above.
The form provided by the Company for this purpose may be used to issue
or revoke a proxy, and is available on the Company´s website (www.bwin.org) or
will be sent by post on request.
VI. Total number of shares and voting rights
When the Annual General Meeting was convened, the Company had issued
35,717,696 bearer shares, each share bearing one vote. The Company holds 153,590
own shares at the present time. A total of 35,564,108 votes can therefore be
exercised at the present time. To these may be added any shares issued from
contingent capital and used to service any options exercised under the Employee
Stock Option Plan prior to the Annual General Meeting.
VII. Miscellaneous
This invitation constitutes a publication as construed by § 83, para. 2
of the Stock Exchange Act. All times and deadlines specified in this invitation
refer to Central European Time (CET).
In order to ensure the smooth running of the meeting, shareholders and
proxies are requested to identify themselves by presenting their deposit
certificates or identity cards at the registration desk immediately prior to the
Annual General Meeting.

The Executive Board

end of announcement euro adhoc
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ots Originaltext: bwin Interactive Entertainment AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Investors:

Konrad Sveceny, Investor Relations

bwin Interactive Entertainment AG

Boersegasse 11, 1010 Vienna, Austria

Tel.: +43 (0) 50 858-20017

E-mail:investorrelations@bwin.org

http://www.bwin.org

Press:

Katharina Riedl, Corporate Communications

bwin Interactive Entertainment AG

Boersegasse 11, 1010 Vienna, Austria

Tel.: +43 (0) 50 858-20069

E-mail:press@bwin.org

http://www.bwin.org

Branche: Casinos & Gambling
ISIN: AT0000767553
WKN: 936172
Index: ATX Prime, ATX
Börsen: Wien / official market