EANS-General Meeting: BWT Aktiengesellschaft / 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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BWT Aktiengesellschaft, Walter-Simmer-Str. 4, 5310 Mondsee, Austria
Commercial Register no. FN 96162 s, ISIN AT0000737705

Invitation

The shareholders of our Company shall hereby be invited to the 22nd
Annual General Meeting on Thursday, 24 May 2012, 11.00 a.m. in the
premises of Technisches Museum Wien, Mariahilfer Straße 212, 1140
Vienna

Agenda:

1. Presentation of the approved financial statements 2011 including
the notes and the management report, the report of the Supervisory
Board, the corporate governance report as well as presentation of the
approved consolidated financial statements 2011 and the consolidated
management report. 2. Resolution on dividend distribution. 3.
Resolution on the formal approval of the acts of the members of the
Management Board for the business year 2011. 4. Resolution on the
formal approval of the acts of the members of the Supervisory Board
for the business year 2011. 5. Resolution on the remuneration of the
members of the Supervisory Board. 6. Appointment of the auditor for
the business year 2012. 7. Resolution authorizing the Board to
repurchase or possibly cancel own shares up to 10% of the share
capital for a period of 24 months from the date of the resolution in
accordance with the provisions of the Companies Act and the Stock
Exchange Act of § 65 paragraph 1, item. 8 and paragraph 1a and 1b
AktG. The authorization may be executed wholly or partially, or in
several installments, and in pursuit of one or more purposes by the
Company through a subsidiary (§ 228 para 3 UGB) or on its behalf by
third parties. Trading in own shares is excluded as the purpose of
acquisition. 8. Resolution authorizing the Board for a period of 24
months from the date of the resolution to decide on the sale of own
shares, other than the stock exchange or a public offering, excluding
the subscription rights of shareholders, pursuant to § 65 paragraph
1b AktG. The board´s decision needs the approval of the Supervisory
Board. 9. Resolution on the renewal of the expiring authorization of
the Board regarding an authorized capital and the confirmation of the
statute in § 4, para 3) that this should remain in the future as
follows: "§ 4 The Board is authorized to increase, within 5 years of
entry of such decision in the company register the share capital of
the Company with the consent of the Supervisory Board by up to EUR
8,916,500, - through the issuance of 8.9165 million shares of new
bearer shares with a minimum issue price of 100% in cash or in kind
to EUR 26,750,000, - with or without the exclusion of subscription
rights for existing shareholders. The Board may exercise this
authorization in whole or in multiple steps and set the price and the
terms of issue in consultation with the Supervisory Board. In
particular, the Board is authorized to decide in terms of the total
authorized capital with the approval of the Supervisory Board on the
exclusion of subscription rights. The Supervisory Board is authorized
to change the Articles of Association resulting from the issuance of
shares from authorized capital."

Documentation for the Annual General Meeting As of 3 May 2012 latest,
the documentation, including the financial statements and the notes,
the management report, the report of the Supervisory Board, the
corporate governance report, the consolidated financial statements
and the consolidated management report, as well as the proposed
resolutions of the Management Board and the Supervisory Board, and
report of the board regarding topics 7, 8 and 9 in accordance with
section 153 paragraph 4 in connection with section 65, paragraph 1b
of the Stock Corporation Act are presented in the premises of the
Company at Walter-Simmer-Str. 4, 5310 Mondsee in accordance with
section 108, paragraph 3 of the Stock Corporation Act. As of 3 May
2012 latest, such documentation, the complete wording of this
invitation as well as the form for granting or revoking a proxy for
the Annual General Meeting (section 114 of the Stock Corporation Act)
shall be available free of charge on the Company´s website at http://
www.bwt-group.com/en/investor/corporate-governance/Pages/General-meet
ing.aspx. Such information shall be permanently available on the
website one month after the Annual General Meeting.

Right to participate - record date and safe custody receipt The right
to participate in the Annual General Meeting and to exercise the
shareholders´ rights to be asserted in connection with the Annual
General Meeting is in accordance with the shareholding on the record
date, i.e. at the end of the 10th day before the date of the Annual
General Meeting, in this case midnight CET 14 May 2012. Only persons
who are shareholders on the record date and provide evidence therefor
shall be entitled to participate in the Annual General Meeting. In
case of deposited bearer shares, a safe custody receipt in accordance
with section 10a of the Stock Corporation Act shall suffice as
evidence for the capacity as a shareholder, to be received by the
Company (c/o HV-Veranstaltungsservice GmbH, Waldgasse 9, A 2443
Stotzing (Burgenland)) no later than 21 May 2012. The safe custody
receipt must contain the following information: 1. the issuer,
stating the name (company) and address or a standard code used in
communications between credit institutions; 2. the shareholder,
stating the name (company) and address; for natural persons, his/her
date of birth; for legal persons, the register and number under which
the legal person is registered in its country of origin, where
applicable; 3. the number of the depository, or another description;
4. the number, and where necessary, the nominal amount of the shares
of the holder, as well as a description of the class of share, if
various classes of shares are held, or the International Securities
Identification Number [ISIN]; 5. the time or period of time to which
the safe custody receipt refers. The safe custody receipt must be
issued by the depositary bank headquartered in a state which must be
either a member state of the European Economic Area or a full member
of the OECD and must include at least the data stipulated by section
10a of the Stock Corporation Act. Information concerning the entity
issuing the receipt: Name/corporate name and address. Information
concerning the shareholder: Name/corporate name, address, date of
birth for natural persons, and where applicable commercial register
and commercial registration number. Information concerning the
shares: Number of shares held by shareholder, safe custody number,
inter alia any other relevant description, and date in relation to
which the safe custody receipt has been issued. The safe custody
receipt shall be accepted in German and in English and must be in
writing (signature/company signature).

The transmission of the safe custody receipts via an internationally
used specifically secured communication network of the banks shall be
excluded in accordance with section 262, paragraph 20 of the Stock
Corporation Act. Therefore, the safe custody receipts shall be sent
exclusively via mail to HV-Veranstaltungsservice GmbH, Waldgasse 9, A
2443 Stotzing (Burgenland), Austria, via fax at +43 (0) 1 - 8900 500
- 84 or via e-mail to anmeldung.bwt@hauptversammlung.at. An
electronic transmission (e-mail) shall only be admissible if a
qualified electronic signature in accordance with section 4 of the
Signature Act is used. We would like to point out that the
shareholders will not be barred once they register for the Annual
General Meeting or sent a safe custody receipt, i.e. the shareholders
may continue to freely dispose of their shares, even after they
register for the Annual General Meeting or sent a safe custody
receipt.

Instructions on the rights of the shareholders in accordance with
section 106, no. 5 of the Stock Corporation Act In accordance with
section 109 of the Stock Corporation Act shareholders, whose shares
together account for 5 % of the registered capital, may request in
writing that items are added to the agenda and announced. A proposed
resolution and reasons therefor must accompany each item on the
agenda applied for. The applicants must hold the shares for at least
three months before filing their application. Such application in
writing must be received by the Company no later than on the 21st day
before the Annual General Meeting, i.e. 3 May 2012, exclusively at
the address: BWT Aktiengesellschaft, Walter-Simmer-Str. 4, A-5310
Mondsee, Austria, via fax +43 (0) 6232 5011 1191. An electronic
transmission (e-mail) shall only be admissible if a qualified
electronic signature in accordance with section 4 of the Signature
Act is used; for this purpose, the exclusive e-mail address to be
used is: hauptversammlung@bwt-group.com.

In accordance with section 110 of the Stock Corporation Act,
shareholders whose shares together account for 1 % of the registered
capital may propose resolutions in writing regarding each item on the
agenda to the Company and request that such proposals are made
available on the website of the Company together with the names of
the relevant shareholders, the accompanying reasons and a statement
of the Management Board or the Supervisory Board, if any. In case of
a proposal for the election of a Supervisory Board member, the
statement of the proposed person in accordance with section 87,
paragraph 2 of the Stock Corporation Act shall replace the reasons.
Such application in writing must be received by the Company no later
than on the 7th working day before the Annual General Meeting, i.e.
14 May 2012, exclusively at the address: BWT Aktiengesellschaft,
Walter-Simmer-Str. 4, A-5310 Mondsee, Austria, via fax +43 (0) 6232
5011 1191 or via e-mail: hauptversammlung@bwt-group.com.
Shareholders' rights in accordance with sections 109 and 110 of the
Stock Corporation Act may only be exercised if the capacity as
shareholder is evidenced. For deposited bearer shares, the
presentation of a safe custody receipt shall suffice as evidence in
accordance with section 10a of the Stock Corporation Act, which may
not be older than seven days at the time it is presented to the
Company. As to the other requirements for the safe custody receipt
reference is made to the statements above. In case of interim
certificates, the Company shall check whether the shareholder is
entered in the register of shareholders as of the record date. In
accordance with section 118 of the Stock Corporation Act and upon
request, each shareholder is entitled to receive information on the
matters of the Company during the Annual General Meeting, to the
extent such information is necessary for the proper evaluation of an
item on the agenda. The duty to furnish information covers the legal
and business relationships of the Company with an affiliated company.
The information may be withheld to the extent it may cause a material
negative impact to the Company or affiliated company according to
reasonable entrepreneurial evaluation or in case disclosure of such
information is illegal. Information may also be withheld if such
information was continuously available on the Company´s website in a
question and answer format for at least seven days before the
beginning of the Annual General Meeting. The reason for withholding
the information must be stated.

In accordance with section 119 of the Stock Corporation Act, each
shareholder, the Management Board and the Supervisory Board shall be
entitled to file applications for each item on the agenda in the
Annual General Meeting. No resolution may be passed on a negotiation
topic that was not properly announced as an item on the agenda. No
announcement is required for resolutions on an application for the
convention of a General Meeting made in the meeting and for
negotiations without resolution. A proposed resolution announced on
the website of the Company in accordance with section 110 of the
Stock Corporation Act shall only be put to the vote if such proposal
is reiterated in the Meeting as a application. Please visit our
Company´s website at
http://www.bwt-group.com/en/investor/corporate-governance/
Pages/General-meeting.aspx for further information on shareholders´
rights in accordance with sections 109, 110, 118 and 119 of the Stock
Corporation Act.

Representation by proxy Each shareholder entitled to participate in
the Annual General Meeting has the right to appoint an individual or
a legal entity as proxy, who participates in the Annual General
Meeting in the name of the shareholder and who has the same rights as
the shareholder. The Company or a member of the Management Board and
the Supervisory Board may only exercise the voting right in the
capacity of proxy to the extent the shareholders gave explicit
instructions concerning the individual items on the agenda. The proxy
must be granted in writing; a revocation must also be in writing. The
form for the granting of the proxy and/or its revocation is available
free of charge on the website of the Company at
http://www.bwt-group.com/en/investor/corporate-governance/
Pages/General-meeting.aspx sent to you upon request. The proxy and/or
its revocation may either be delivered during the General Meeting or
sent to the Company (c/o HV-Veranstaltungsservice GmbH, Waldgasse 9,
A 2243 Stotzing (Burgenland), via fax +43 (0) 1 8900 500 - 84 or
e-mail to an-meldung.bwt@hauptversammlung.at (scanned attachment TIF,
PDF, or else), whereas when using such forms of communication, the
proxy and/or its revocation must be received by the Company no later
than 23 May 2012, 1 p.m. CET.

In case a shareholder granted proxy to his/her depositary bank, it
shall suffice if such bank declares that it has proxy, in addition to
the presentation of the safe custody receipt. The transmission of
such statement via an internationally used specifically secured
communication network of the banks shall be excluded in accordance
with section 262, paragraph 20 of the Stock Corporation Act; the
transmission shall be effected via the means of communication
stipulated above in connection with the safe custody receipt. In
order to avoid any delays at the entrance checks shareholders and/or
their proxies will be asked to present themselves in due time before
the start of the Annual General meeting and to present an official
photo identification (driver´s licence, passport, identification
card) for an identity check at the entrance to the General Meeting.
Voting cards may be collected starting from 10.00 a.m. onwards.

In accordance with section 106 no. 9 of the Stock Corporation Act and
section 83, paragraph 2, no. 1 of the Stock Exchange Act, we would
like to announce that the Company´s registered capital is divided
into 17,833,500 no-par shares made out to the bearer.

Each no-par share holds one vote. As at April 17, 2012 BWT
Aktiengesellschaft holds 1,039,339 own shares. The Company derives no
rights therefrom. Therefore, as at April 17, 2012, the total number
of participating and voting shares is 16,794,161.

Mondsee, April 2012

The Management Board

Further inquiry note:
BWT Aktiengesellschaft
Mag. Ralf Burchert
ralf.burchert@bwt-group.com
Tel.: 06232/5011-1113

end of announcement euro adhoc
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issuer: BWT Aktiengesellschaft
Walter-Simmer-Str. 4
A-5310 Mondsee
phone: 06232/5011-0
FAX: 06232/4058
mail: office@bwt.at
WWW: www.bwt-group.com
sector: Water Supply
ISIN: AT0000737705
indexes: ATX Prime
stockmarkets: official market: Wien
language: English