CPI Europe AG — AGM Information 2018

Apr 13, 2018

DGAP-News: IMMOFINANZAG/Announcement of the Convening of theGeneral Meeting

13.04.2018 / 09:48

Announcement of the Convening of theGeneral Meeting, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.

IMMOFINANZAG

Invitationtothe 25 thOrdinaryShareholders' Meeting

We herebyinvite our shareholders to the 25 th ordinaryshareholders' meeting of IMMOFINANZAGwith its registered office in Vienna, FN 114425y, to take place on 11 May2018 at 10:00 a.m.CEST(Vienna local time) atAustria Center Vienna, Bruno-Kreisky-Platz1,AT-1220 Vienna,Austria.

A.Agenda (Section106 item3 AustrianStock CorporationAct)

1. Presentation of the adopted annual financial statements including the management report, the consolidated 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 supervisoryboard on the business year 2017.

2.Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2017.

3.Resolution on the approval of the actions of the members of the executive board for the business year 2017.

4.Resolution on the approval of the actions of the members of the supervisoryboard for the business year 2017.

5.Resolution on the remuneration of the supervisoryboard members for the business year 2017.

1. Election of the auditor for the individual and consolidated financial statements for the business year 2018.

7.Resolution on authorisations of the executive board for the repurchase and sale of treasuryshares (and to dispose the treasury shares) other than via the stock exchange or via a public offering, also with an authorisation of the executive board to exclude the shareholders' rights to a pro-rata disposal of their shares as well as to a pro-rata purchase of shares (exclusion of subscription rights) and the authorisation of the executive board to cancel treasuryshares.

8.Resolutions on a newauthorisation of the executive board to increase the share capital pursuant to Section 169Austrian Stock CorporationAct (authorized capital) against contributions in cash and/or in kind including the authorisation of the executive board to exclude the shareholders' subscription rights together with the revocation of the authorisation granted to the executive board to increase the share capital (authorized capital) in the unused amount and together with the related amendments to theArticles of Association inArticle 4 (Registered Capital and Shares).

9.Resolution on the authorisation to issue convertible bonds and regarding conditional capital, namely

a) authorisation of the executive board to issue convertible bonds and exclusion of the shareholders' subscription rights together with the revocation of the current authorisation of the executive board to issue convertible bonds in the unused amount;

b) conditional increase of the share capital (section 159 para 2 item 1Austrian StockCorporationAct) and cancellation of existing conditional capital as resolved upon at the shareholder's meeting of 28 September 2011 in the unused amount (Article 4 para 8Articles ofAssociation);

as well as corresponding amendments of theArticles ofAssociation inArticle 4 (Registered Capital and Shares), respectively.

10.Resolution on the reclassification of shares bycarrying out a share split (reverse stock split) and on the increase of the share capital of the companyfrom companyown funds as well as resolution upon the reduction of the share capital of the company, namely

a) Resolution on the reclassification of the shares bycarrying out a share split (reverse stock split) in a ratio of 10 : 1 (ten shares to one share),whereby10 (ten) shares are merged to 1 (one) share; together with

b) Resolution on the increase of the share capital of the companyfrom companyown funds byconverting an amount of the appropriated capital reserve accounted in the annual financial statement as of 31 December 2017 without issuance of new shares (capital adjustment in accordance with sections 1 et seqAustrian CapitalAdjustmentAct); together with

c) Resolution upon the ordinaryreduction of the share capital of the companyin accordance with sections 175 et seq Austrian StockCorporationAct for the purpose of allocation in unappropriated reserves.

B. Provisionof information(Section106 item4 AustrianStock CorporationAct)

In accordance with section 108Austrian StockCorporationAct the following documents will be published on the company's website (www.immofinanz.com) from the 21st dayprior to the date of the ordinaryshareholders' meeting, hence from 20April 2018:

• Notice convening the shareholders' meeting
• Motions bythe executive board and the supervisoryboard for each agenda item
• -Annual financial statements and management report for the 2017 business year
• Consolidated annual financial statements and group management report for the 2017 business year
• Consolidated Corporate governance report for the 2017 business year
• Proposal for appropriation of the balance sheet profit

• Report bythe supervisoryboard to the shareholders' meeting according to section 96Austrian StockCorporationAct

• Report bythe executive board on the justification of the exclusion of subscription rights concerning agenda item 7 (authorisation for the repurchase and sale of treasuryshares)

• Report bythe executive board on the justification of the exclusion of subscription rights concerning agenda item 8 (authorisation for the increase of share capital according to section 169Austrian StockCorporationAct)

• Report bythe executive board on the justification of the exclusion of subscription rights concerning agenda item 9 (authorisation to issue convertible bonds)

• Report bythe executive board according toArt 2 para 5Austrian CapitalAdjustmentAct concerning agenda item 10b (increase of the share capital of the companyfrom companyown funds)

• Report of the auditor DeloitteAudit Wirtschaftsprüfungs GmbHconcerning agenda item 10b concerning the audit of the report by the executive board of IMMOFINANZAGon the capital adjustment according toArt 2 para 5Austrian CapitalAdjustmentAct

• Report bythe supervisoryboard concerning agenda item 10b (increase of the share capital of the companyfrom companyown funds)

• Comparisons of theArticles ofAssociation

• Forms regarding granting of power of attorney(proxy) (granting, revocation and instructions), also for the proxyrepresentatives named bythe company(Mr. Florian Beckermann and Mr. Michael Knap).

C. Informationregardingshareholders' rights (Section106 item5 AustrianStock CorporationAct)

1.Request of agenda items byshareholders (Section109 AustrianStock CorporationAct)

Shareholders who have been holding, individuallyor cumulatively, five percent of the ordinaryshare capital of the companyfor a period of at least three months prior to the filing of the request maydemand 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 bya 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 10aAustrian StockCorporationAct shall be sufficient. Such depositoryconfirmation shall be issued bya credit institution with its registered office in a member state of the European EconomicArea or in a full member state of the OECD. The depositoryconfirmation 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 onlycumulativelyreach the required shareholding of five percent of the ordinaryshare capital, depositoryconfirmations for all shareholders must refer to the same point in time (date, time).

Regarding further required content of the depositoryconfirmation it is referred to the information for participating in the shareholders' meeting (pointD).

The written request for additional agenda items together with the confirmation of shareholding described above must be received bythe companyon the 21st dayprior to the date of the ordinaryshareholders' meeting, hence on 20April 2018 at the latest at its business address AT-1100 Vienna, Wienerbergstraße 11.

2. Motions byshareholders (Section110 AustrianStock CorporationAct)

Shareholders whose shareholdings, individuallyor cumulatively, equal or exceed one percent of the ordinaryshare capital of the company mayfile for each item of the agenda a motion in text form (in writing, no signature required) with the companyand demand that these motions together with the names of the filing shareholders, their rationales which are to be attached and, if applicable, comments bythe executive or the supervisoryboard thereto shall be made available on the website of the company(www.immofinanz.com). In case of a motion for election of a supervisoryboard member the declaration bythe proposed candidate in accordance with section 87 para 2 Austrian StockCorporationAct substitutes the rationale. It is pointed out that the quota regulation pursuant to section 86 para 7Austrian StockCorporationAct applies to newelections of supervisoryboard members. In the 25 th ordinaryshareholder meeting no elections are scheduled. If a newelection is requested as agenda item byshareholders the quota regulation according to section 87 para 7Austrian StockCorporationAct has to be met.

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10aAustrian StockCorporationAct shall be sufficient. Such depositoryconfirmation shall be issued bya credit institution with its registered office in a member state of the European EconomicArea or in a full member state of the OECD. The depositoryconfirmation shall not be dated more than seven days prior to the date of submission. In case of several shareholders who onlycumulativelyreach the required shareholding of one percent of the ordinaryshare capital, depositoryconfirmations for all shareholders must refer to the same point in time (date, time).

Regarding the further required content of the depositoryconfirmation it is referred to the information for participating in the shareholders' meeting (pointD).

The motion together with the confirmation of shareholding described above must be received on the 7th business dayprior to the date of the ordinaryshareholders' meeting, hence on 30April 2018 at the latest,

• via e-mail to the address: hauptversammlung@immofinanz.com, or
• via mail, courier service or personallydelivered at its business address atAT-1100 Vienna, Wienerbergstraße 11, or
• via facsimile under the faxnumber +43 (0) 1 88090-8915.

3.Right of information(Section118 AustrianStock CorporationAct)

Each shareholder shall, upon request, be informed at the shareholders' meeting regarding the company's affairs as far as necessaryfor 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 maybe rejected as far as

• 1. providing the information could, subject to reasonable business judgement, cause significant damage to the companyor to an affiliate company, or
• 1. 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 companyin text form (in writing, no signature required) prior to the shareholders' meeting in a timelymanner.

These questions maybe conveyed to the company

• via e-mail to the address: hauptversammlung@immofinanz.com, or
• via mail, courier service or personallydelivered at its business address atAT-1100 Vienna, Wienerbergstraße 11, or
• via facsimile under the faxnumber + 43 (0) 1 88090-8915.

D.Recorddate andprerequisites for participationinthe shareholders' meeting(Section106 item6 anditem7 AustrianStock CorporationAct):

For the right to participate in the shareholders' meeting and to exercise shareholder rights shares of the companymust be held at the end of the tenthdayprior tothe shareholders' meeting(recorddate), this is 01 May2018 (Tuesday), 24:00 (midnight) CEST(Vienna local time).

Onlysuch 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 depositoryconfirmation in accordance with section 10aAustrian Stock CorporationAct shall be sufficient for the confirmation of the shareholding. Such depositoryconfirmation shall be issued bya credit institution with its registered office in a member state of the European EconomicArea or in a full member state of theOECD.

The depositoryconfirmation must contain the following details (Section 10a para 2Austrian StockCorporationAct):

• Details of the issuer: name (companyname), 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 bythe shareholder, the class of shares or the international securities identification number
• Securities account number or other identification
• Declaration that the depositoryconfirmation refers to the balance of the securities account as of 01 May2018, 24:00 (midnight) CEST(Vienna local time).

The depositoryconfirmation maybe issued inGerman or English.

The depositoryconfirmation must be received on the third business dayprior to the shareholders' meeting, hence on 07 May2018, 24:00 (midnight) CEST(Vienna local time) at the latest

• as document signed byofficers representing the issuing credit institution via mail or courier service at the address HV-VeranstaltungsserviceGmbH, Köppel 60,AT-8242 St. Lorenzen am Wechsel, or
• per facsimile under the faxnumber + 43 (0) 1 8900-50089, or
• per e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (depositoryconfirmation as pdf-document attached to the e-mail), or
• per SWIFTto the address GIBAATWGGMS, Message Type MT598 (specification of the ISINAT0000809058 is necessary).

Credit institutions are kindlyasked to send depositoryconfirmations collectivelyin the form of a list.

Access tothe shareholders' meeting

Conveyance of the depositoryconfirmation 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, identitycard) at the entrance for identityverification purposes. For your time planning please take into consideration the number of expected participants and the common securitycontrols. Pick up of voting cards starts at 09:00 a.m.

E.Appointment of a representative (proxyholder) (Section106 item8 AustrianStock CorporationAct)

According to section 113Austrian StockCorporationAct each shareholder,who is entitled to participate in the shareholders' meeting has the right to appoint a natural or legal person as its representative (proxyholder). The proxyholder participates in the shareholders' meeting on behalf of the shareholder and has the same rights as the shareholder it represents. Each proxyshall clearlyspecifythe proxyholder by name. The shareholder is not restricted regarding number and choice of proxyholders, however, the companyitself or members of the executive board or supervisoryboard mayonlyexercise 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).

Ashareholder maygrant power of attorney(proxy) to the credit institution where the shares are held on a securities account. In such case, in addition to the depositoryconfirmation, 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) maybe revoked bythe shareholder. The revocation shall onlybe effective after receipt bythe company. Declarations on the issuing of power of attorney(proxy) and respective revocations can be conveyed to the companysolelyvia the following ways:

• via mail or courier service at the address HV-VeranstaltungsserviceGmbH, Köppel 60,AT-8242 St. Lorenzen am Wechsel;
• per facsimile under the faxnumber + 43 (0) 1 8900-50089;
• via e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (as scanned PDF-document attached to the e-mail);

• personallydelivered at the entrance to the shareholders' meeting

• bycredit institutions according to Section 114 para 1Austrian StockCorporationAct per SWIFTto the address GIBAATWGGMS, Message Type MT598 (specification of the ISINAT0000809058 is necessary).

The power of attorney(proxy) or a revocation shall be received by04:00 p.m.CEST(Vienna local time) on the daypreceding the dayof the shareholders' meeting (hence on 10 May2018).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. Florian Beckermann and Mr. Michael Knap are available to the shareholders as proxyholders in order to exercise their voting rights in the shareholders' meeting. Please note that Mr. Michael Knap in his capacityas member of the supervisoryboard is onlyentitled to vote as proxyif explicit voting instructions are given.

Declarations on the issuing of power of attorney(proxy) maybe conveyed either to Mr. Florian Beckermann, Mr. Michael Knap or in one of the above mentioned ways.

The companyhas 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 kindlyasked to use the forms provided on the website.

F. Total number of shares andvotingrights (Section106 item9 AustrianStock CorporationAct)

As at the date of the notice convening the shareholders' meeting the companyhas issued 1.120.852.699 non-par value bearer shares wherebyeach share grants one vote. IMBEAIMMOEASTBeteiligungsverwaltungGmbH(100%subsidiary) holds 3,796,019 non-par value bearer shares of IMMOFINANZAGas of 11April 2018. Voting rights granted bythese shares cannot be exercised according toArt 65 para 5 Austrian StockCorporationAct.Hence 1,117,056,680 voting rights can be exercised as of 11April 2018. The number of treasuryshares and the number of granted voting rights mayvaryuntil the dayof the shareholders meeting. The companywill provide information about the concrete number according toArt 120 para 2 lit 1Austrian Stock ExchangeAct.

Vienna, 13April 2018

The Executive Boardof IMMOFINANZAG

International Securities Identification Number (ISIN)

AT0000809058

13.04.2018 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

English
IMMOFINANZAG
Wienerbergstraße 11
1100 Wien
Austria
+43 (0) 1 88090 - 2290
+43 (0) 1 88090 - 8290
investor@immofinanz.com
http://www.immofinanz.com
AT0000809058
911064
Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Warschau, Wien (Amtlicher Handel /Official Market)

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