ATRIUM EUROPEAN REAL ESTATE LIMITED

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from another appropriately qualified and duly authorised independent adviser. If you have sold or otherwise transferred all of your Shares in Atrium European Real Estate Limited (the "Company") please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. ATRIUM EUROPEAN REAL ESTATE LIMITED (a company incorporated with limited liability under the Companies (Jersey) Law 1991, as amended, with registration number 70371) Annual General Meeting The Proposals described in this document are conditional on Shareholder approval at the Annual General Meeting. Notice of the Annual General Meeting to be held at 12 noon (Jersey time) on 18 May 2009 at Hotel de France, St Saviour's Road, St Helier, Jersey, JE1 7XP is set out at the end of this document. Shareholders (other than Certificate Holders) are requested to return the Form of Proxy accompanying this document for use at the Annual General Meeting. To be valid, a Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company as soon as possible, but in any event so as to be received not later than 12 noon (Jersey time) on 16 May IMPORTANT NOTE TO CERTIFICATE HOLDERS: Please see the section entitled 'Important Information' on page 3 for details of how to register your vote. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this Circular and which recommends that you vote in favour of the Proposed Resolutions. Your attention is also drawn to the section entitled Action to be Taken in Part I of this Circular.

2 CONTENTS Page Expected Timetable of Events 5 Part I Letter from the Chairman 6 Part II Additional Information 9 Part III Definitions 10 Notice of Annual General Meeting 11 2

3 IMPORTANT INFORMATION This Circular is being furnished to existing Shareholders in connection with the Annual General Meeting of the Company. Although this Circular is directed to Shareholders of the Company, it is of equal importance for and should also be read by the Certificate Holders. Certificate Holders may only attend and vote at the Annual General Meeting upon completion of the applicable proxy form in accordance with the following procedure. Details of the voting registration process for Certificate Holders will be published in the Austrian Amtsblatt zur Wiener Zeitung (Official Austrian Gazette) and on the website of the Company ( Because the Certificates are bearer-securities and not registered securities, each Certificate Holder intending to participate in the Annual General Meeting should obtain a proxy form (for use by Certificate Holders) from the website of the Company as specified in the Official Austrian Gazette and submit the completed and signed proxy form to its account holding bank in accordance with the instructions printed thereon. The account holding bank will block the Certificates of such Certificate Holder for trading, sign the proxy form and forward the proxy form to the Company for processing. The Company must receive the proxy form by 12 noon (Jersey time) on 8 May The Company will thereafter draw up a global form of proxy containing details of persons entitled to vote at the Annual General Meeting. OekB will execute this global form of proxy and deliver it to the Company at least 48 hours in advance of the Annual General Meeting. Certificate Holders who plan to attend the Annual General Meeting will not need to indicate on the proxy form how they intend to vote. A Certificate Holder can also appoint a representative to attend the Annual General Meeting on his or her behalf and can instruct such representative on how to vote. Certificate Holders should not use the attached Form of Proxy for this purpose, but must instead use the proxy form obtained from the website of the Company as specified in the Official Austrian Gazette. This Circular is individually directed to existing Shareholders and does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities of the Company. You must not treat the contents of this Circular or any subsequent communications from the Company or any of its affiliates, officers, directors, employees or agents as advice relating to legal, tax, accounting, regulatory, investment or any other matters. Shareholders must rely upon their own representatives, including their own legal, tax, accounting, regulatory and investment advisers, as to legal, tax, accounting, regulatory, investment or any other related matters concerning the Proposals. 3

4 STATEMENTS REGARDING FORWARD-LOOKING INFORMATION This Circular includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, anticipates, expects, intends, may, will or should or, in each case their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Circular and include statements regarding the intentions, beliefs or current expectations of the Company and its subsidiaries (together with the Company, the Group ). By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should assume that the information appearing in this Circular is current only as of 23 April 2009, being the latest practicable date prior to publication of this document, unless otherwise stated. The business, financial condition, results of operations and prospects of the Company or the Group may change. Except as required by law or applicable regulation, the Company and the Group do not undertake any obligation to update any forward-looking statements, even though the situation of the Company or the Group may change in the future. All of the information presented in this Circular, and particularly the forward-looking statements, is qualified by these cautionary statements. You should read this Circular and the documents available for inspection completely and with the understanding that actual future results of the Company or the Group may be materially different from what the Company or the Group expects. 4

5 EXPECTED TIMETABLE OF EVENTS Certificate Holder's account holding bank must submit proxy form to the Company by Shareholder proxy forms must be submitted to the Company by 12 noon (Jersey time) on 8 May noon (Jersey time) on 16 May 2009 Annual General Meeting 12 noon (Jersey time) on 18 May 2009 Certificate Holders should refer to the details to be published in the Austrian Amtsblatt zum Wiener Zeitung (Official Austrian Gazette) and on the website of the Company ( Dated 24 April

6 PART I LETTER FROM THE CHAIRMAN ATRIUM EUROPEAN REAL ESTATE LIMITED (a company incorporated with limited liability under the Companies (Jersey) Law 1991, as amended, with registration number 70371) Directors: Chaim Katzman (Chairman) Peter Baguley Michael Bar Haim Rachel Lavine Peter Linneman Simon Radford Dipak Rastogi Shanti Sen Thomas William Wernink Andrew Wignall Registered office: Seaton Place St Helier Jersey JE4 0QH 24 April 2009 ANNUAL GENERAL MEETING Dear Shareholder, At this Annual General Meeting the Company will seek approval from its Shareholders on four matters: (i) receiving the Annual Accounts; (ii) the re-appointment of KPMG Channel Islands Limited as auditors of the Company; (iii) authorising the Directors to agree the auditors' remuneration; and (iv) renewing the Company's authority to acquire Ordinary Shares. Each matter is summarised below, along with a description of what you need to do to register your votes, and our recommendation as to how to exercise your votes. Receiving the Annual Accounts Pursuant to Article 36.6 of the Memorandum and Articles, the Annual Accounts have been distributed to the Shareholders with the Notice of Annual General Meeting. The Annual Accounts will be laid at the meeting and the Shareholders will be asked to resolve to receive the Annual Accounts. Re-appointment of KPMG as auditors of the Company Pursuant to Article 109(2) of the Companies (Jersey) Law 1991, the Company is seeking approval from the Shareholders to re-appoint KPMG Channel Islands Limited as auditors of the Company. Auditors' Remuneration In connection with the re-appointment of KPMG Channel Islands Limited as auditors of the Company, the Company is also seeking approval to authorise the Directors to agree to the auditors' remuneration. It is expected that this will be at market rates. Acquisition by the Company of Ordinary Shares On 19 December 2008 the Shareholders approved, by special resolution, the establishment of an Ordinary Share buy-back program pursuant to which the Company could, through a nominee company funded by the Company, purchase a number of Certificates in the market and then acquire from the nominee company, and cancel, the Ordinary Shares represented by purchased Certificates (the "Share Buy-Back"). The authority so granted by the Shareholders expires on the date of the Annual General Meeting. 6

7 The Board believes that the ability for the Company to buy-back Ordinary Shares is good business practice and it should have authority to do so as a matter of course. It is common practice for listed companies to seek such authority and the Directors consider that it is prudent to have the authority. The Company intends to seek such authority as general business at each of the Company's annual general meetings, and as such has included a special resolution to do so at this Annual General Meeting. The Directors will only exercise the authority when satisfied that it is in the best interests of the Company and its shareholders. This authority will expire on the date of the next annual general meeting unless renewed at that meeting. The acquisition of the Ordinary Shares by the Company from a nominee company funded by the Company to make market purchases would be effected pursuant to a contingent purchase agreement (the "Contingent Purchase Agreement"). The Contingent Purchase Agreement, which is available for inspection at the offices of Aztec Financial Services (Jersey) Limited at Seaton Place, St Helier, Jersey, JE4 0QH (see Part II of this Circular for more details of how to inspect this document), sets out the process whereby the Company will acquire the Ordinary Shares underlying the Certificates acquired by the nominee company in the market from time to time. No additional consideration will be payable to the nominee company by the Company in relation to the acquisition of the Ordinary Shares. Proposed Resolutions A notice is set out in this Circular convening the Annual General Meeting for 12 noon (Jersey time) on 18 May 2009 at Hotel de France, St Saviour's Road, St Helier, Jersey, JE1 7XP, to consider and, if thought fit, pass the Proposed Resolutions. The Annual General Meeting will not be quorate unless there are present two Shareholders entitled to vote and attending in person or by proxy. If within thirty minutes from the time appointed for the Annual General Meeting a quorum is not present or if during the meeting a quorum ceases to be present the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the Directors shall determine and if at such adjourned meeting a quorum is not present within thirty minutes from the time appointed for the holding of the meeting, those Shareholders present in person shall constitute a quorum. Action to be Taken After carefully reading and considering the information contained in this Circular, please vote either by attending the Annual General Meeting (if you hold Shares) at Hotel de France, St Saviour's Road, St Helier, Jersey, JE1 7XP on 18 May 2009, or by proxy. If you are a Certificate Holder please see below for instructions on how to register your vote. (i) Form of Proxy for Shareholders (not Certificate Holders) You will find enclosed a Form of Proxy for use at the Annual General Meeting. Whether or not holders of Shares intend to attend the Annual General Meeting, holders of Shares are urged to complete and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy must be completed in accordance with the instructions printed on it and lodged with the Company, as soon as possible, but in any event not later than 12 noon (Jersey time) on 16 May The lodging of a Form of Proxy by a holder of Shares will not prevent such holder from attending the Annual General Meeting and voting in person if such holder so wishes. (ii) Voting Qualification for Certificate Holders Details of the voting registration process for Certificate Holders will be published in the Austrian Amtsblatt zur Wiener Zeitung (Official Austrian Gazette) and on the website of the Company ( To register their interest for voting on the Proposed Resolutions either in person or by proxy, Certificate Holders are requested to obtain a proxy form (for use by Certificate Holders) from the website of the Company as specified in the Official Austrian Gazette and submit the completed and signed form to their account holding bank in accordance with the instructions printed thereon. Upon registration, the account holding bank will block the Certificates for trading purposes, sign the form and submit it by facsimile transmission to the Company (at fax number ) who must receive it by 12 noon (Jersey time) on 8 May The Company will thereafter draw up a global form of proxy containing details of persons entitled to vote at the Annual General Meeting. OekB will execute this global form of proxy and deliver it to the Company at least 48 hours in advance of the Annual General Meeting. Queries relating to the voting registration process for Certificate Holders should be directed to Sandra Meinke on

8 Recommendation The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Proposed Resolutions at the Annual General Meeting. Yours sincerely, Chaim Katzman Chairman 8

9 PART II ADDITIONAL INFORMATION 1. GENERAL 1.1 No person has been authorised to give any information or to make any representation in relation to the Proposals other than those contained in this Circular and, if given or made, such information or representations must not be relied upon as having been authorised. The publication and distribution of this Circular shall not under any circumstances imply that the information contained in this Circular is correct as at any time subsequent to the date hereof or that there has not been any change in the affairs of the Company or its affiliates since the date hereof. 2. DOCUMENTS AVAILABLE FOR INSPECTION 2.1 Copies of the documents listed below will be available for inspection at the offices of Aztec Financial Services (Jersey) Limited at Seaton Place, St Helier, Jersey, JE4 0QH, contact: during normal business hours on any Business Day from the date of this Circular until the date of the Annual General Meeting and copies will also be available for inspection at the Annual General Meeting.. The documents available for inspection are: (a) a copy of this Circular; (b) a copy of the Memorandum and Articles; (c) a draft of the Contingent Purchase Agreement; and (d) the Annual Accounts. 9

10 PART III DEFINITIONS The following definitions apply throughout this Circular and the Form of Proxy unless the context requires otherwise: Annual Accounts Annual General Meeting Board, Board of Directors or Directors Business Day Certificates Certificate Holders Circular Company Contingent Purchase Agreement Form of Proxy Group Memorandum and Articles Notice of Annual General Meeting OeKB Ordinary Shares Proposals Proposed Resolutions Shares Shareholders Special Voting Shares the annual accounts of the Company for the year ended 31 December 2008 as delivered to Shareholders (not Certificate Holders) with the Notice of Annual General Meeting. the annual general meeting of the Company convened for 12 noon (Jersey time) on 18 May the directors of the Company as at the date of this Circular. a day, other than a Saturday, Sunday or public holiday in England and Wales, Jersey or Austria and on which the banks are open in London and Vienna for general commercial business. Austrian depository certificates issued by the OeKB representing Ordinary Shares. holders of Certificates. this document. Atrium European Real Estate Limited. the agreement summarised in Part I of this Circular. the form of proxy enclosed with this Circular for use by Shareholders in relation to the Annual General Meeting. the Company and its subsidiaries. the memorandum and articles of association of the Company as at the date of this Circular. the notice set out in this Circular. Oesterreichische Kontrollbank Aktiengesellschaft. ordinary shares in the capital of the Company with a nominal value of 5.00 per share. the proposals set out in Part I of this Circular. the special resolution and the ordinary resolutions set out in the Notice of Annual General Meeting. Ordinary Shares and Special Voting Shares. holders of Shares. Unless otherwise referenced, the terms Shareholder and Shareholders as used herein include reference to holders of Certificates representing Ordinary Shares listed on the Vienna Stock Exchange. special voting shares in the capital of the Company with a nominal value of 29 & 909/4279ths of a Euro cent per share. 10

11 ATRIUM EUROPEAN REAL ESTATE LIMITED (the "Company") (a company incorporated with limited liability under the Companies (Jersey) Law 1991, as amended, with registered number 70371) NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that an Annual General Meeting of the Company will be held at 12 noon (Jersey time) on 18 May 2009 at Hotel de France, St Saviour's Road, St Helier, Jersey, JE1 7XP to consider and, if thought fit, to pass the following special resolution and ordinary resolutions: SPECIAL RESOLUTION THAT: 1.1 Atrium European Real Estate Limited (the "Company"), proposing to arrange through Atrium European Real Estate Nominees Limited (the "Nominee") for the purchase of Acquired Certificates (as defined below) within the limits stated in this resolution, be authorised in accordance with Article 57 of the Companies (Jersey) Law 1991 (the Law ) to repurchase from the Nominee, for the consideration paid by the Nominee for the corresponding Acquired Certificates (as defined below), up to 50,000,000 ordinary shares of the Company represented by the Acquired Certificates, as contemplated by the Contingent Purchase Agreement tabled by the chairman of this meeting and initialed for the purposes of identification, such authority to expire on the date of the next annual general meeting of the Company but in any event no later than 18 months after the passing of this resolution. References in this resolution to the "Acquired Certificates" mean the Austrian depository certificates representing ordinary shares of the Company acquired from time to time by the Nominee where the maximum number of such certificates acquired shall be 50,000,000 and the consideration payable for any such purchase will not be less than 0.01 per Acquired Certificate or higher than per Acquired Certificate; and 1.2. such Contingent Purchase Agreement to be entered into between the Company and the Nominee be and is hereby approved in accordance with Article 57 of the Law. ORDINARY RESOLUTIONS 2. THAT the accounts of the Company for the year ended 31 December 2008 and the report of the directors and auditors thereon be and are hereby received. 3. THAT KPMG Channel Islands Limited be and are hereby re-appointed as the Company's auditors. 4. THAT the directors be and are hereby authorised to agree the auditors' remuneration. By order of the Board Registered Office Seaton Place St Helier Jersey JE4 0QH Secretary Dated 24 April 2009 Notes: 1. Holders of ordinary shares of the Company ( Shareholders ) and holders of ordinary shares of the Company represented by certificates ( Certificate Holders ) entitled to attend and vote at the meeting may appoint one or more proxies (who need not be Shareholders or Certificate Holders) to attend and vote on a poll on their behalf. 2. As at the date of this Notice, the number of votes exercisable by each holder of Special Voting Shares in respect of their holding of such shares is as follows: (i) Gazit Midas Limited 22,812,888 votes; (ii) CPI CEE Limited 8,462,911 votes; (iii) CPI CEE Co-Invest 1 Limited 2,947,755 votes; (iv) CPI CEE Co-Invest 2 Limited 4,469,178 votes; and (v) CPI CEE Co-Invest 3 Limited 5,990,600 votes. 11

12 3. On a poll each Shareholder and each Certificate Holder will be entitled to 1 vote per ordinary share or certificate held (subject to any restrictions in the Memorandum and Articles). 4. To have the right to attend and vote at the meeting you must hold shares or certificates in the Company. If you are a Shareholder (other than a Certificate Holder), your name must be entered on the share register of the Company. Certificate Holders who wish to attend the Annual General Meeting personally or to appoint a proxy for the meeting should read the information under Action to be Taken in Part I of the Circular and follow the instructions published in the Austrian Amtsblatt zur Wiener Zeitung (Official Austrian Gazette). 5. Only for Shareholders (other than Certificate Holders): To be valid, a Form of Proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by the Company at the address set forth in the Form of Proxy as soon as possible, but in any event not later than 12 noon (Jersey time) on 16 May A Form of Proxy accompanies this notice. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the meeting should they wish to do so. 6. Only for Certificate Holders: In order for you to have a right to vote, either in person or by proxy, you must obtain a proxy form (for use by Certificate Holders) from the website of the Company as specified in the Austrian Amtsblatt zur Wiener Zeitung (Official Austrian Gazette), which proxy form must be (a) signed by you and submitted (together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof) for signature to your account holding bank; (b) completed and signed by your account holding bank; and (c) submitted by facsimile transmission to, and received by, the Company (at fax number ) by 12 noon (Jersey time) on 8 May