CPI Europe AG — AGM Information 2011

Aug 31, 2011

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AGM Announcements | 31 August 2011 12:22

IMMOFINANZ AG: Invitation to the 18th Ordinary Shareholders’ Meeting

IMMOFINANZ AG / Announcement of the Convening of the General Meeting

31.08.2011 12:22

Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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IMMOFINANZ AG

Invitation to
the 18th Ordinary Shareholders' Meeting

We hereby invite our shareholders to the 18th ordinary shareholders'
meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425 y,
to take place on 28 September 2011 at 11.00 a.m. CET/CEST (Vienna local
time) at Austria Center Vienna, Bruno-Kreisky-Platz 1, AT-1220 Vienna,
Austria.

A. Agenda (Section 106 item 3 Austrian Stock Corporation Act)

1. Presentation of the adopted annual financial statements including the
   management report, the corporate governance report, the consolidated
   financial statements including the group management report, the proposal
   for the appropriation of the balance sheet profit and the report of the
   supervisory board on the business year 2010/2011.
2. Resolution on the appropriation of the balance sheet profit stated in
   the financial statements for the business year 2010/2011.
3. Resolution on the approval of the actions of the members of the
   executive board for the business year 2010/2011.
4. Resolution on the approval of the actions of the members of the
   supervisory board for the business year 2010/2011.
5. Resolution on the remuneration of the supervisory board members for the
   business year 2010/2011.
6. Election of the auditor for the individual and consolidated financial
   statements for the business year 2011/2012.
7. Election of four members for the supervisory board.
8. Cancellation of the right to appoint supervisory board members combined
   with the registered shares of the company
   Resolution to cancel the right to appoint supervisory board members
   combined with the registered shares of the company with the numbers 1 to 6;
   conversion of these registered shares into bearer shares and related
   amendments to the Articles of Association.
9. Resolution upon the attachment of conversion rights into new shares to
   the convertible bonds 2011-2018 (ISIN XS0592528870) and conditional capital
   increase
   Resolution on the approval to attach to the 4.25% convertible bonds
   2011-2018 (ISIN XS0592528870) ('CB 2018'), issued by the company subject to
   shareholders' subscription rights, conversion rights into initially up to
   104,421,677 new non-par-value bearer shares of the company to be derived
   from conditional capital, the related conditional increase of capital
   according to section 159 para 2 item 1 of the Austrian Stock Corporation
   Act and the related amendments to the Articles of Association in Article 4
   (Registered Capital and Shares).
10. Resolution on the authorisation of the executive board to issue
    convertible bonds and conditional capital increase
    Resolution on the authorisation of the executive board to issue, subject to
    the approval of the supervisory board, convertible bonds with conversion
    rights and/or subscription rights for new non-par-value bearer shares of
    the company, also with an authorisation of the executive board, with the
    consent of the supervisory board, to exclude shareholders' subscription
    rights for the convertible bonds and the conditional share capital increase
    pursuant to section 159 para 2 item 1 of the Austrian Stock Corporation Act
    for conversion rights of holders of convertible bonds issued by the company
    and the related amendments to the Articles of Association in Article 4
    (Registered Capital and Shares).
11. Authorisation of the executive board in relation to the acquisition and
    sale of treasury shares
    Report of the executive board in relation to treasury shares and
    resolutions on the authorisation of the executive board to acquire treasury
    shares and for the sale of treasury shares other than via the stock
    exchange or via a public offering, also with an authorisation of the
    executive board, with the consent of the superisory board, to exclude the
    general opportunity to buy and authorisation of the executive board, with
    the consent of the superisory board, to cancel treasury shares.

B. Provision of information (Section 106 item 4 Austrian Stock Corporation
Act)

In accordance with Section 108 Austrian Stock Corporation Act the following
documents will be published on the company's website (www.immofinanz.com)
from the 21st day prior to the date of the ordinary shareholders' meeting,
hence from 07 September 2011 and made available for inspection by the
shareholders during usual business hours from Monday to Friday from 09.00
a.m. till 05.00 p.m. at the company's registered office at AT-1100 Vienna,
Wienerbergstraße 11:
 Notice convening the shareholders' meeting
 Motions by the executive board and the supervisory board for each agenda
item
 Declarations by the candidates proposed by the supervisory board for
election for the supervisory board in accordance with section 87 para 2
Austrian Stock Corporation Act
 Annual financial statements and management report for the 2010/2011
business year
 Consolidated annual financial statements and group management report for
the 2010/2011 business year
 Corporate governance report for the 2010/2011 business year
 Proposal for appropriation of the balance sheet profit
 Report by the supervisory board to the shareholders' meeting according to
section 96 Austrian Stock Corporation Act
 The reports of the executive board on the justification of the exclusion
of subscription rights (i) concerning agenda item 10 (authorisation for the
issuance of convbertible bonds) and (ii) concerning agenda item 11
(authorisation for the sale of treasury shares)
 Forms for granting of power of attorney (proxy)
 Forms for granting of power of attorney (proxy) to Mr. Wilhelm Rasinger
as proxy holder
 Forms for granting of power of attorney (proxy) to Mr. Michael Knap as
proxy holder
 Forms for granting of power of attorney (proxy) to SEMPER CONSTANTIA
PRIVATBANK AG as proxy holder

C. Information regarding shareholders' rights (Section 106 item 5 Austrian
Stock Corporation Act)

1. Request of agenda items by shareholders (Section 109 Austrian Stock
   Corporation Act)
   Shareholders who have been holding, individually or cumulatively, five
   percent of the ordinary share capital of the company for a period of at
   least three months prior to the filing of the request may demand in writing
   that items shall be put on the agenda of the shareholders' meeting and
   shall be published. Each such agenda item has to be accompanied by a motion
   and a rationale.
   The requesting shareholder has to confirm its shareholding. In case of
   bearer shares held on securities accounts a depository confirmation in
   accordance with section 10a Austrian Stock Corporation Act shall be
   sufficient. Such depository confirmation shall be issued by a credit
   institution with its registered office in a member state of the European
   Economic Area or in a full member state of the OECD. The depository
   confirmation shall not be dated more than seven days prior to the date of
   submission and shall confirm that the shareholder has been holding the
   shares troughout a period of at least three months prior to the filing of
   the request. In case of several shareholders who only cumulatively reach
   the required shareholding of five percent of the ordinary share capital,
   depository confirmations for all shareholders must refer to the same point
   in time (date, time).
   Regarding further required content of the depository confirmation it is
   referred to the information for participating in the shareholder's meeting
   (point D).
   The written request for additional agenda items together with the
   confirmation of shareholding described above must be received by the
   company on the 21st day prior to the date of the ordinary shareholders'
   meeting, hence on 07 September 2011 at the latest at its business address
   AT-1100 Vienna, Wienerbergstraße 11.

2. Motions by shareholders (Section 110 Austrian Stock Corporation Act)
   Shareholders whose shareholdings, individually or cumulatively, equal or
   exceed one percent of the ordinary share capital of the company may file
   for each item of the agenda a motion in text form (in writing, no signature
   required) with the company and demand that these motions together with the
   names of the filing shareholders, their rationales which are to be attached
   and, if applicable, comments by the executive or the supervisory board
   thereto shall be made available on the website of the company
   (www.immofinanz.com). In case of a proposal for election of a member of the
   supervisory board the declaration of the person proposed according to
   section 87 para 2 Austrian Stock Corporation Act must be attached to the
   proposal for election.
   The requesting shareholder has to confirm its shareholding. In case of
   bearer shares held on securities accounts a depository confirmation in
   accordance with Section 10a Austrian Stock Corporation Act shall be
   sufficient. Such depository confirmation shall be issued by a credit
   institution with its registered office in a member state of the European
   Economic Area or in a full member state of the OECD. The depository
   confirmation shall not be dated more than seven days prior to the date of
   submission. In case of several shareholders who only cumulatively reach the
   required shareholding of one percent of the ordinary share capital,
   depository confirmations for all shareholders must refer to the same point
   in time (date, time).
   Regarding the further required content of the depository confirmation it is
   referred to the information for participating in the shareholder's meeting
   (point D).
   The motion together with the confirmation of shareholding described above
   must be received on the 7th business day prior to the date of the ordinary
   shareholders' meeting, hence on 19 September 2011 at the latest,
    via e-mail to the address: hauptversammlung@immofinanz.com, or
    via mail, courier service or personally delivered at its business address
   at AT-1100 Vienna, Wienerbergstraße 11, or
    via facsimile under the fax number +43 (0) 5 7111-8915.

3. Right of information (Section 118 Austrian Stock Corporation Act)
   Each shareholder shall, upon request, be informed at the shareholders'
   meeting regarding the company's affairs as far as necessary for a proper
   judgement in respect of items of the agenda. The information right also
   extends to the company's legal and commercial relationships to its
   affiliated companies.
   Providing the information may be refused as far as

4. providing the information could, subject to reasonable business
   judgement, cause significant damage to the company or to an affiliate
   enterprise, or
5. providing the information would constitute an offence.
   Questions requiring a certain preparation time to answer may, in the
   interest of an efficient session, be submitted to the company in text form
   (in writing, no signature required) prior to the shareholders' meeting in a
   timely manner. These questions may be conveyed to the company
    via e-mail to the address: hauptversammlung@immofinanz.com, or
    via mail, courier service or personally delivered at its business address
   at AT-1100 Vienna, Wienerbergstraße 11, or
    per facsimile under the fax number + 43 (0) 5 7111-8915.

D. Record date and prerequisites for participation in the shareholders'
meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):
The right to participate in the shareholders' meeting and the right to
exercise the rights to be asserted in the shareholders' meeting is based
upon the holding of shares in the company in the case of bearer shares and
registration in the share register in the case of registered shares, each
at the end of the tenth day prior to the shareholders' meeting (record
date), this is 18 September 2011 (Sunday), midnight CET/CEST (Vienna local
time).
Only such persons are entitled to participate in the shareholders' meeting
who are shareholders at the end of the record date and confirm this
vis-à-vis the company.
Bearer shares
In the case of bearer shares held on securities accounts a depository
confirmation in accordance with section 10a Austrian Stock Corporation Act
shall be sufficient for the confirmation of the shareholding. Such
depository confirmation shall be issued by a credit institution with its
registered office in a member state of the European Economic Area or in a
full member state of the OECD.
The depository confirmation must contain the following details (Section 10a
para 2 Austrian Stock Corporation Act):
 Details of the issuer: name (company name), address or a standard code
used in communications between credit institutions
 Details of the shareholder: name/company, address, in case of natural
persons the date of birth and in case of legal persons the register and
registration number (if applicable)
 Details of the shares: number of the shares held by the shareholder, the
class of shares or the international securities identification number
 Securities account number or other identification
 Declaration that the depository confirmation refers to the balance of the
securities account as of 18 September 2011 (Sunday), midnight CET/CEST
(Vienna local time).
The depository confirmation may be issued in German or English.
The depository confirmation must be received on the third business day
prior to the shareholders' meeting, hence on 23 September 2011, midnight
CET/CEST (Vienna local time) at the latest
 as document signed by officers representing the issuing credit
institution via mail or courier service at the address
HV-Veranstaltungsservice GmbH, AT-1160 Vienna, Seeböckgasse 41, or
 per facsimile under the fax number + 43 (0) 1 8900-500 89 or
 per e-mail to the address: anmeldung.immofinanz@hauptversammlung.at
(depository confirmation as pdf-document attached to the e-mail).
Credit institutions are kindly asked to send depository confirmations
collectively in the form of a list.
For the current ordinary shareholders' meeting and until further notice
depository confirmations shall not be conveyed via an internatioanlly
widespread, specifically secured, communication network of the credit
institutions, whose participants can be identified clearly (e.g. SWIFT)
(Section 262 para 20 Austrian Stock Corporation Act).
Registered shares
In the case of registered shares only such persons are entitled to
participate in the shareholders' meeting who are registered in the share
register of the company on the record date, hence on 18 September 2011.
Access to the shareholders' meeting
The conveyance of the depository confirmation is also considered as
registration for the shareholders' meeting. The shareholders or their
representatives are requested to present an official photo identification
(driving licence, passport, identity card) at the entrance for the
inspection of identity. We kindly ask you to account for the numerous
participants to be expected as well as the now common safety precautions in
your time planning. The collection of voting cards starts at 10:00 a.m.

E. Appointment of a representative (proxy holder) (Section 106 item 8
Austrian Stock Corporation Act)
According to section 113 Austrian Stock Corporation Act each shareholder,
who is entitled to take part in the shareholders' meeting has the right to
appoint a natural or legal person as its representative (proxy holder). The
proxy holder takes part in the shareholders' meeting on behalf of the
shareholder and has the same rights as the shareholder it represents. Each
proxy shall clearly specify the proxy holder by name. The shareholder is
not restricted regarding number and choice of proxy holders, however the
company itself or members of the executive board or supervisory board may
only exert the voting right insofar as the shareholder has issued an
explicit instruction to vote for each agenda item.
The power of attorney (proxy) shall be granted to a specific person. Powers
of attorney (proxies) as well as their revocations shall be issued in text
form (written, no signature required).
A shareholder may grant power of attorney (proxy) to the credit institution
where the shares are held on a securities account. In such case, in
addition to the depository confirmation, it is sufficient for the credit
institution to provide the company, in a permitted way (see above), with a
declaration that it has been granted power of attorney (proxy); in such
case the power of attorney (proxy) does not need to be conveyed to the
company separately. For the current shareholders' meeting and until further
notice the declaration by a credit institution that it has been granted
power of attorney (proxy) and a respective revocation (Section 114 para 1
Austrian Stock Corporation Act) shall not be conveyed via an
internationally widespread, specifically secured, communication network of
the credit institutions, whose participants can be identified clearly (e.g.
SWIFT) (Section 262 para 20 Austrian Stock Corporation Act).
An issued power of attorney (proxy) may be revoked by the shareholder. The
revocation shall only be effective after receipt by the company.
Declarations on the issuing of power of attorney (proxy) and respective
revocations can be conveyed to the company solely via the following ways:
 via mail or courier service at the address HV-Veranstaltungsservice GmbH,
AT-1160 Vienna, Seeböckgasse 41;
 per facsimile under the fax number + 43 (0) 1 8900-500 89;
 via e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (as
scanned PDF-document attached to the e-mail);
 personally delivered at the entrance to the shareholders' meeting.
The power of attorney (proxy) or a revocation shall be received by 04:00
p.m. CET/CEST (Vienna local time) on the day preceding the day of the
shareholders' meeting (hence on 27 September 2011). After this point in
time the power of attorney (proxy) or a revocation shall be personally
delivered on the date of the shareholders' meeting at the meeting venue
during registration.
Also Mr. Wilhelm Rasinger, Mr. Michael Knap and SEMPER CONSTANTIA
PRIVATBANK AKTIENGESELLSCHAFT are available to the shareholders as proxy
holders in order to exercise their voting rights in the shareholders'
meeting. Please note that Mr. Michael Knap as a member of the supervisory
board needs to receive specific instructions on how to vote on each
indeividual agenda item in order to be able to exercise the shareholder's
voting right as proxy holder.
Declarations on the issuing of power of attorney (proxy) may be conveyed
either to Mr. Wilhelm Rasinger, Mr. Michael Knap, SEMPER CONSTANTIA
PRIVATBANK or in one of the above mentioned ways.
The company has provided forms for granting of a power of attorney (proxy)
on its website (www.immofinanz.com). In order to facilitate the
administration of the powers of attorney (proxies) shareholders are kindly
asked to use the forms provided on the website.

F. Total number of shares and voting rights (Section 106 item 9 Austrian
Stock Corporation Act)
As of the date of the notice convening the shareholders' meeting the
company has issued 1,064,023,580 non-par value bearer shares as well as six
non-par value registered shares whereby each share grants one vote. The
company and its subsidiaries hold 104,421,683 non-par-value bearer shares
of the company as of today. The voting rights out of these shares cannot be
exercised (Section 65 para 5 Austrian Stock Corporation Act). Hence
959,601,903 voting rights can be exercised at present.

Vienna, 31 August 2011

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)
AT0000809058

31.08.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 11
1100 Wien
Austria
Phone: +43 (0) 5 7111 - 2291
Fax: +43 (0) 5 7111 - 8291
E-mail: investor@immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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