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Feb 13, 2014

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AGM Announcements | 13 February 2014 00:01

IMMOFINANZ AG: Invitation to an extraordinary Shareholders’ Meeting

IMMOFINANZ AG / Announcement of the Convening of the General Meeting

13.02.2014 00:01

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

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(English translation of the German original version for convenience only.
The German original version shall prevail.)

IMMOFINANZ AG

Invitation to an extraordinary Shareholders' Meeting

We hereby invite our shareholders to the extraoordinary shareholders'
meeting of IMMOFINANZ AG with its registered office in Vienna, registered
number FN 114425 y, to take place on 14 March 2014 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. Resolution upon the spin-off by absorption of a participation of
   IMMOFINANZ AG to BUWOG AG and granting shares of BUWOG AG to the
   shareholders of IMMOFINANZ AG

Resolution upon the spin-off by absorption pursuant to sections 1 para 2
item 2 and 17 Austrian Demerger Act (Spaltungsgesetz) of the shareholding
in GENA SECHS Immobilienholding GmbH (with a shareholding in BUWOG-Bauen
und Wohnen Gesellschaft mbH) from IMMOFINANZ AG as transferring company to
BUWOG AG with its registered office in Vienna, registered number FN 349794
d, as receiving company and granting of shares of BUWOG AG to the
shareholders of IMMOFINANZ AG in proportion to their shareholdings in
IMMOFINANZ AG as well as approval of the conclusion of the spin-off and
acquisition agreement as per the draft of 30th January 2014.

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 extraordinary shareholders'
meeting, hence from 21st February 2014:

General documents:

• Notice convening the shareholders' meeting

• Forms regarding granting of power of attorney (proxy) (granting,
  revocation and instructions), also for the proxy representatives named by
  the company (Mr. Wilhelm Rasinger, Mr. Michael Knap and SEMPER CONSTANTIA
  PRIVATBANK AKTIENGESELLSCHAFT)

• Motion by the executive board and the supervisory board for the agenda
  item

Spin-off documents:

• Draft of the spin-off and acquisition agreement of 30th January 2014

• Annual financial statements including the management reports of
  IMMOFINANZ AG for the last three business years

• Corporate governance reports of IMMOFINANZ AG for the last three business
  years

• Annual financial statements of BUWOG AG (former Artemis Immobilien GmbH)
  for the last three business years

• Closing balance sheet of IMMOFINANZ AG as of 31st October 2013 (also as
  interim balance sheet of IMMOFINANZ AG as of 31st October 2013)

• Interim balance sheet of BUWOG AG (former Artemis Immobilien GmbH) as of
  31st October 2013

• Joint spin-off report of the management boards of IMMOFINANZ AG and BUWOG
  AG

• Audit report of BDO Austria GmbH Wirtschaftsprüfungs- und
  Steuerberatungsgesellschaft as joint spin-off auditor

• Report of the supervisory board of IMMOFINANZ AG

• Report of the supervisory board of BUWOG AG

The spin-off documents set out above are available on the registered
company's website (www.immofinanz.com) from 13 February 2014 onwards in
accordance with Section 7 Austrian Demerger Act. The spin-off documents
will also be made available during the shareholders' meeting.

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 throughout 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 shareholders' 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 19th day prior to the date of the extraordinary
shareholders' meeting, hence on 23rd February 2014 at the latest at its
business address AT-1100 Vienna, Wienerbergstraße 11.

1. 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).

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 shareholders' 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
extraordinary shareholders' meeting, hence on 05th March 2014 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) 1 88090-8915

• 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
relates to the company's legal and commercial relationships to its
affiliated companies.

Providing the information may be rejected as far as

1. providing the information could, subject to reasonable business
   judgement, cause significant damage to the company or to an affiliate
   company, or

2. 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) 1 88090-8915.

D. Record date and prerequisites for participation in the shareholders'
meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):

For the right to participate in the shareholders' meeting and to exercise
shareholder rights shares of the company must be held at the end of the
tenth day prior to the shareholders' meeting (record date), this is 04th
March 2014 (Tuesday), 24:00 (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.

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

• Confirmation that the depository confirmation refers to the balance of
  the securities account as of 04th March 2014, 24:00 (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 11th March 2014, 24:00
(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, Köppel 60, 8242 St. Lorenzen am Wechsel, or

• per facsimile under the fax number + 43 (0) 1 8900-50089 or

• per e-mail to the address: anmeldung.immofinanz@hauptversammlung.at
  (depository confirmation as pdf-document attached to the e-mail) or

• per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification
  with the ISIN AT0000809058 is necessary).

Credit institutions are kindly asked to send depository confirmations
collectively in the form of a list.

Access to the shareholders' meeting

Conveyance of the depository confirmation is deemed as registration for
participation in 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 identity
verification purposes. For your time planning please take into
consideration the number of expected participants and the common security
controls. Pick up of voting cards starts at 10:00 a.m. Due to the short
Agenda of the extraordinary shareholders' meeting we ask for understanding,
that only non-alcoholic refreshment beverages as well as an extended
breakfast are provided.

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 participate in the shareholders' meeting has the right
to appoint a natural or legal person as its representative (proxy holder).
The proxy holder participates 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 exercise voting right insofar as the shareholder has issued explicit
voting instructions.

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 that the credit
institution confirms to the company, in a permitted way (see above), 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.

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,
  Köppel 60, 8242 St. Lorenzen am Wechsel;

• per facsimile under the fax number + 43 (0) 1 8900-50089;

• 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;

• by credit institutions according to Section 114 para 1 Austrian Stock
  Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598
  (specification with the ISIN AT0000809058 is necessary).

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 13 March 2014). 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 in his capacity as member of the
supervisory board is only entitled to vote as proxy if explicit voting
instructions are given.

Declarations on the issuing of power of attorney (proxy) may be conveyed
either to Mr. Wilhelm Rasinger, Mr. Michael Knap and 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 at the date of the notice convening the shareholders' meeting the
company has issued 1,128,952,687 non-par value bearer shares whereby each
share grants one vote. The company and its subsidiaries together hold
11,289,527 non-par-value bearer shares of the company as of today. Voting
rights with respect of these shares shall not be exercised (Section 65 para
5 Austrian Stock Corporation Act). Hence 1,117,663,160 voting rights can be
exercised at present.

Vienna, February 2014

The Management Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)
AT0000809058

13.02.2014 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) 1 88090 - 2291
Fax: +43 (0) 1 88090 - 8291
E-mail: investor@immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Freiverkehr in Berlin, München, Stuttgart; Frankfurt in Open
Market ; Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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