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Sep 1, 2016

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AGM Announcements | 1 September 2016 10:25

IMMOFINANZ AG: Invitation to the 23rd Ordinary Shareholders’ Meeting

IMMOFINANZ AG / Announcement of the Convening of the General Meeting

01.09.2016 10:25

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 23rd Ordinary Shareholders' Meeting

We hereby invite our shareholders to the 23rd ordinary shareholders'
meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y,
to take place on 29 September 2016 at 10:00 a.m. CEST (Vienna local time)
at Metastadt, Dr. Otto Neurath Gasse 3, 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 2015/2016.

2. Resolution on the appropriation of the balance sheet profit stated in
   the financial statements for the business year 2015/2016.

3. Resolution on the approval of the actions of the members of the
   executive board for the business year 2015/2016.

4. Resolution on the approval of the actions of the members of the
   supervisory board for the business year 2015/2016.

5. Resolution on the remuneration of the supervisory board members for the
   business year 2015/2016.

6. Election of the auditor for the individual and consolidated financial
   statements for the business year 2016.

7. Elections to the supervisory board.

8. 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.

9. Resolution upon the approval of a settlement with the former member of
   the Executive Board Mr. Norbert Gertner according to section 84 para 4
   sentence 3 Austrian Stock Corporation Act.

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 08 September 2016:

• 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 2015/2016
  business year

• Consolidated annual financial statements and group management report
  for the 2015/2016 business year

• Corporate governance report for the 2015/2016 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

• Declarations by the candidates proposed by the supervisory board for
  election to the supervisory board in accordance with section 87 para 2
  Austrian Stock Corporation Act

• Report by the executive board on the justification of the exclusion of
  subscription rights concerning agenda item 8 (authorisation for the
  repurchase and sale of treasury shares)

• 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 08 September 2016 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 September 2016 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

• 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 19
September 2016 (Monday), 24:00 (midnight) 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

• Declaration that the depository confirmation refers to the balance of
  the securities account as of 19 September 2016, 24:00 (midnight) 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 26 September 2016, 24:00
(midnight) 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, 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. CEST (Vienna local time) on the day preceding the day of the
shareholders' meeting (hence on 28 September 2016). 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 975,955,651 non-par value bearer shares whereby each
share grants one vote. IMBEA IMMOEAST Beteiligungsverwaltung GmbH (100
percent subsidiary of the company) holds 10,000,000 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 965,955,651 voting rights can be exercised at present.

Vienna, 01 September 2016

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)

AT0000809058

01.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 11
1100 Wien
Austria
Phone: +43 (0) 1 88090 - 2290
Fax: +43 (0) 1 88090 - 8290
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 ; Warschau, Wien (Amtlicher Handel /
Official Market)

End of Announcement DGAP News-Service

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