CPI Europe AG — AGM Information 2019

Apr 24, 2019

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

24.04.2019 / 10:31

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 26 thOrdinaryShareholders' Meeting

We herebyinvite our shareholders to the 26 th ordinaryshareholders' meeting of IMMOFINANZAGwith its registered office in Vienna, FN 114425y, to take place on 22 May2019 at 10:00 a.m.CEST(Vienna local time) at Wiener Stadthalle (Halle F),Roland-Rainer-Platz1,AT-1150 Vienna,Austria. If the completion of the ordinaryshareholders' meeting on 22 May2019 is not possible by24:00 CEST(Vienna local time), the ordinaryshareholders' meeting will be continued on the following day, 23 May2019 at 0:00 CEST(Vienna local time).

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 abbreviated business year 2018.

2.Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2018.

• 3.Resolution on the approval of the actions of the members of the executive board for the business year 2018.
• 4.Resolution on the approval of the actions of the members of the supervisoryboard for the business year 2018.
• 5.Resolution on the remuneration of the supervisoryboard members for the business year 2018.
• 1. Election of the auditor for the individual and consolidated financial statements for the business year 2019.
• 1. Election of two members to the supervisoryboard.

8.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.

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, therefore from 01 May2019 at the latest:

• Notice convening the shareholders' meeting
• Motions for resolutions of the executive board and the supervisoryboard and nominations of the supervisoryboard
• -Annual financial statements and management report for the 2018 business year
• Consolidated annual financial statements and group management report for the 2018 business year
• Consolidated Corporate governance report for the 2018 business year
• Proposal for appropriation of the balance sheet profit

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

• Supplementaryinformation on the candidates proposed bythe supervisoryboard for election to the supervisoryboard pursuant to agenda item 7 (curricula vitae, declarations pursuant to section 87 para 2Austrian StockCorporationAct)

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

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

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 01 May2019 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 2Austrian StockCorporationAct substitutes the rationale.

The supervisoryboard of IMMOFINANZAGis currentlycomposed of sixmembers elected bythe shareholders' meeting. In addition, three supervisoryboard members (employee representatives) are delegated in accordance with the Labor ConstitutionAct (Arbeitsverfassungsgesetz). It is pointed out that the quota regulation pursuant to section 86 para 7Austrian StockCorporationAct applies to newelections to the company's supervisoryboard. Pursuant to section 86 para 9Austrian StockCorporationAct, the minimum quota must be fulfilled bythe supervisoryboard as a whole if neither the majorityof the capital representatives appointed in accordance with the Articles ofAssociation nor the majorityof the employee representatives delegated in accordance with section 110 Labor ConstitutionAct (Arbeitsverfassungsgesetz) object to the overall compliance towards the chairman of the supervisoryboard at least sixweeks prior to election or delegation. The capital representatives and the employee representatives have agreed to waive the right of objection pursuant to section 86 para 9Austrian StockCorporationAct. The waiver of the right to objectwas notified to the chairman of the supervisoryboard (section 86 para 9 last sentenceAustrian StockCorporationAct). This means that overall compliance is required pursuant to section 86 para 7Austrian StockCorporationAct. To meet the quota regulation according to section 86 para 7Austrian StockCorporationAct at least three seats must be occupied bywomen and at least three seats must be occupied bymen.As at the date of the notice convening the shareholders' meeting, two women are delegated to the supervisoryboard as employee representatives. When electing two members to the supervisoryboard, at least one woman must therefore be elected to one of the positions in order to fulfil the quota regulation according to section 86 para 7Austrian StockCorporationAct. If the composition of the supervisoryboard changes prior to the shareholders' meeting, the companywill inform about this on the company's website (www.immofinanz.com) corresponding to section 106 item 5 Austrian StockCorporationAct.

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 as well as nominations for supervisoryboard members including declarations pursuant to section 87 para 2Austrian Stock CorporationAct for each person proposed 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 13 May2019 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.

Motions will be published on the website of IMMOFINANZAGno later than two working days after receipt (section 110Austrian Stock CorporationAct).

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

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 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 12 May2019 (Sunday), 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 12 May2019, 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 17 May2019, 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 ISINAT0000A21KS2 is necessary).

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

E.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.

F.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 as proxyholders 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 ISINAT0000A21KS2 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 21 May2019).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 is available to the shareholders as proxyholder in order to exercise their voting rights in the shareholders' meeting.

Declarations on the issuing of power of attorney(proxy) maybe conveyed to Mr. Florian Beckermann 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.

G.Data ProtectionInformation

During the preparation and conduct of the shareholders' meeting, the companyprocesses personal data of the shareholders and their proxyholders (in particular those pursuant to section 10a para 2Austrian StockCorporationAct, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder and, if applicable, designation of the class or ISIN/WKN, the proxycard number and the name and date of birth of anyproxynominated bythe shareholder) on the basis of the applicable data protection provisions, in particular the European Data Protection BasicRegulation (GDPR) and theAustrian Data ProtectionAct (DSG), in order to enable shareholders to exercise their rights at the shareholders' meeting. If shareholders and/or their proxyholders do not provide the data or do not provide it to the required extent, participation in the shareholders' meeting is not possible.

Personal data is processed for the purposes of verifying the eligibilityof shareholders and/or their proxyholders to participate and

exercising shareholders' rights, as well as for handling the shareholders' meeting, including the preparation of the registration and attendance lists and the minutes of the shareholders' meeting, and is absolutelynecessaryfor these purposes. The provisions of the Austrian StockCorporationAct, in particular sections 111 - 114, 117 and 120 of theAustrian StockCorporationAct,which represent legal obligations of the companywithin the meaning ofArt 6 para 1 lit cGDPR, provide the legal basis under data protection lawfor the processing of the personal data of shareholders and/or their proxyholders. For processing IMMOFINANZAGis person responsible according toArt 4 lit 7GDPR.

For organisation of the shareholders' meeting IMMOFINANZAGmakes use of external service providers (in particular notaries, lawyers, credit institutions and IT- and back-office service providers). Service providers and processors of IMMOFINANZAGreceive onlysuch personal data from IMMOFINANZAGas are necessaryfor the execution of the commissioned service and process these data exclusively according to instructions of IMMOFINANZAG. To the extent required bylaw, IMMOFINANZAGhas entered into a data protection agreement with the service providers.

If a shareholder participates in the shareholders' meeting, all shareholders present or their representatives, the members of the executive board and supervisoryboard, the notaryand all other persons with a legal right to participate mayinspect the legallyprescribed list of participants (section 117Austrian StockCorporationAct) and therebyalso inspect the personal data specified therein (including name, place of residence, shareholding). In compliance with the statutoryobligation, IMMOFINANZAGalso transmits personal data of shareholders and their proxyholders to public authorities: The shareholder's personal data,which must be included in the list of participants pursuant to section 117 of theAustrian StockCorporationAct,will be transmitted to the competent commercial register court pursuant to section 120 para 4 of theAustrian StockCorporationAct. The list of participants shall be attached to the minutes of the shareholders' meeting,which shall be recorded in the commercial register in the publiclyaccessible collection of documents.Data may also be transmitted to the Vienna Stock Exchange, WarsawStock Exchange, theAustrian Financial MarketAuthorityor theAustrian Kontrollbank on a case-by-case basis. In addition, personal data will not be passed on to third parties.

The personal data of shareholders and/or their proxyholders will be stored until the end of the seven-year statutoryretention period. In addition, the personal data maybe stored for a maximum of another three years if theyare of significance for pending court or official proceedings, in which IMMOFINANZAGis party(section 212Austrian Commercial Code).Afterwards the data of the participants will be deleted.

Under the applicable legal requirements, everyshareholder and/or proxyholder has a right at anytime to information, correction, deletion or restriction of the processing of his personal data, the right to object to the processing and the right to data transfer.

Shareholders and/or proxyholders mayuse these rights against IMMOFINANZAGgratuitouslyvia retrievable webformular on https://immofinanz.com/de/dsgvo or via the following contact details:

IMMOFINANZAG Attn:Data Protection Coordinator Wienerbergstraße 11 1100 Vienna Austria

In addition shareholders have a right of appeal to the data protection authorityaccording toArt 77GDPR.

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

As at the date of the notice convening the shareholders' meeting the companyhas issued 112,085,269 non-par value bearer shares wherebyeach share grants one vote. IMMOFINANZAGas well as IMBEAIMMOEASTBeteiligungsverwaltungGmbH(100%subsidiary) hold 7,774,526 non-par value bearer shares of IMMOFINANZAGas of 17April 2019. Voting rights granted bythese shares cannot be exercised according toArt 65 para 5Austrian StockCorporationAct.Hence 104,310,743 voting rights can be exercised as of 17April 2019. The number of treasuryshares and the number of granted voting rights mayvaryuntil the dayof the shareholders meeting. The company will provide information about the concrete number according toArt 120 para 2 lit 1Austrian Stock ExchangeAct.

Vienna, 24April 2019

The Executive Boardof IMMOFINANZAG

International Securities Identification Number (ISIN)

AT0000A21KS2

24.04.2019 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

Language:	English
Company:	IMMOFINANZAG
	Wienerbergstraße 11
	1100 Vienna
	Austria
Phone:	+43 (0) 1 88090 - 2290
Fax:	+43 (0) 1 88090 - 8290
E-mail:	investor@immofinanz.com
Internet:	http://www.immofinanz.com
ISIN:	AT0000A21KS2
WKN:	A2JN9W
Listed:	Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Warschau, Vienna
	Stock Exchange (Official Market)

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