CPI Europe AG — AGM Information 2015

Nov 3, 2015

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AGM Announcements | 3 November 2015 11:00

IMMOFINANZ AG: Invitation to the 22nd Ordinary Shareholders’ Meeting

IMMOFINANZ AG / Announcement of the Convening of the General Meeting

03.11.2015 11:00

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

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IMMOFINANZ AG: Invitation to the 22nd Ordinary Shareholders' Meeting

We hereby invite our shareholders to the 22nd ordinary shareholders'
meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y,
to take place on 01 December 2015 at 10:00 a.m. CET (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 and the report
   of the supervisory board on the business year 2014/2015.

2. Resolution on the approval of the actions of the members of the
   executive board for the business year 2014/2015.

3. Resolution on the approval of the actions of the members of the
   supervisory board for the business year 2014/2015.

4. Resolution on the remuneration of the supervisory board members for the
   business year 2014/2015.

5. Election of the auditor for the individual and consolidated financial
   statements for the business year 2015/2016.

6. Resolution on the authorisation to issue convertible bonds and regarding
   conditional capital, namely
   a) cancellation of existing conditional capital (section 159 para 2 item 1
   Austrian Stock Corporation Act) as resolved upon at the shareholder's
   meetings of 28 September 2006 and 27 September 2007 in the unused amount;
   b) authorisation of the executive board to issue convertible bonds in
   exchange for contribution in cash or contribution in kind and authorisation
   of the executive board to exclude the shareholders' subscription rights for
   the convertible bonds together with the cancellation of the current
   authorisation to issue convertible bonds as well as conditional increase of
   the share capital (section 159 para 2 item 1 Austrian Stock Corporation
   Act);
   c) extension of the purposes of conditional capital (section 159 para 2
   item 1 Austrian Stock Corporation Act) resolved upon at the shareholder's
   meetings of 02 October 2009 and 28 September 2011 with the effect, that the
   respective conditional capital can also be used for the fulfilment of
   conversion and/or subscription rights of holders of convertible bonds
   issued on the basis of the authorisation to be resolved upon (b) secondary
   to the fulfilment of conversion rights of holders of the existing
   convertible bond 2007-2017 (ISIN XS0332046043) or convertible bond
   2011-2018 (ISIN XS0592528870); as well as
   corresponding amendments of the Articles of Association in Article 4
   (Registered Shares and Capital), respectively.

7. Resolution on authorisations of the executive board for the repurchase
   and sale of treasury shares.
   Report of the executive board regarding treasury shares and resolutions on
   the authorisation of the executive board to repurchase treasury shares and
   to dispose 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 supervisory board, to exclude the shareholders' rights
   to a pro-rata disposal of their shares as well as to a pro-rata purchase of
   shares and the authorisation of the executive board, with the consent of
   the supervisory board, to cancel treasury shares.

8. Resolution upon the amendment to the Articles of Association in Article
   23 to change the business year to the calendar year.

9. Resolution upon the increase of the share capital of the company from
   company own funds and resolution upon the reduction of the share capital of
   the company.
   a) Resolution upon the increase of the share capital of the company from
   company own funds by converting an amount of the appropriated capital
   reserve accounted in the annual financial statement as of 30 April 2015
   without issuance of new shares (capital adjustment in accordance with
   sections 1 et seq Austrian Capital Adjustment Act) together with
   b) Resolution upon the ordinary reduction of the share capital of the
   company in accordance with sections 175 et seq Austrian Stock Corporation
   Act for the purpose of allocation unappropriated reserves and to adjust the
   pro-rata amount of the share capital per share to EUR 1.00. The number of
   shares shall not be changed.

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 10 November 2015:
 Notice convening the shareholders' meeting
 Motions by the executive board and the supervisory board for each agenda
item
 Annual financial statements and management report for the 2014/2015
business year
 Consolidated annual financial statements and group management report for
the 2014/2015 business year
 Corporate governance report for the 2014/2015 business year
 Report by the supervisory board to the shareholders' meeting according to
section 96 Austrian Stock Corporation Act
 Report by the executive board on the justification of the exclusion of
subscription rights concerning agenda item 6 (authorisation for the issue
of convertible bonds)
 Report by the executive board on the justification of the exclusion of
subscription rights concerning agenda item 7 (authorisation for the
repurchase and sale of treasury shares)
 Report by the executive board according to section 2 para 5 Austrian
Capital Adjustment Act concerning agenda item 9a (increase of the share
capital of the company from company own funds)
 Report by the auditor Deloitte Audit Wirtschaftsprüfungs GmbH regarding
the review of the report by the executive board on the increase of the
share capital of the company from company funds according to section 2 para
5 Austrian Capital Adjustment Act concerning agenda item 9a (increase of
the share capital of the company from company own funds)
 Report by the supervisory board according to section 2 para 5 Austrian
Capital Adjustment Act concerning agenda item 9a (increase of the share
capital of the company from company own funds)
 Comparison of the Articles of Association
 Forms regarding granting of power of attorney (proxy) (granting,
revocation and instructions), also for the proxy representatives named by
the company (Mr. Wilhelm Rasinger and Mr. Michael Knap).

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 21st day prior to the date of the ordinary shareholders'
meeting, hence on 10 November 2015 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). In case of a motion for election of a supervisory
   board member the declaration by the proposed candidate in accordance with
   section 87 para 2 Austrian Stock Corporation Act substitutes the 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. 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 ordinary
shareholders' meeting, hence on 20 November 2015 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.

1. 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
 via 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 21
November 2015 (Saturday), 24:00 (midnight) CET (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
 Declaration that the depository confirmation refers to the balance of the
securities account as of 21 November 2015, 24:00 (midnight) CET (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 26 November 2015, 24:00
(midnight) CET (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, AT-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
of 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 09:00 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 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, AT-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 of the ISIN AT0000809058 is necessary).

The power of attorney (proxy) or a revocation shall be received by 04:00
p.m. CET (Vienna local time) on the day preceding the day of the
shareholders' meeting (hence on 30 November 2015). 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 and Mr. Michael Knap 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 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 1,073,193,688 non-par value bearer shares whereby each
share grants one vote. The company's subsidiaries together hold 97,238,488
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 975,955,200 voting rights can be exercised at
present.

Vienna, 03 November 2015

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)
AT0000809058

03.11.2015 The DGAP 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: Regulated Unofficial Market in Berlin, Munich, Stuttgart;
Open Market in Frankfurt ; Wien (Amtlicher Handel / Official
Market)

End of Announcement DGAP News-Service

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