IMMOFINANZ : Agenda incl. proposed Resolutions and Justifications

Englische Arbeitsübersetzung / Englisch Working Translation

ANNEX 1 - AGENDA INCLUDING PROPOSED RESOLUTIONS AND JUSTIFICATIONS

Agenda item1:

Elections to the Supervisory Board

The shareholder WXZ1 a.s. proposes pursuant to § 105 para 3 of the Austrian Stock Corporation Act and requests that the Annual General Meeting adopt the following resolutions:

RESOLUTIONS

1. The number of members of the Supervisory Board elected by the Annual General Meeting will be reduced from six to four members within the limits set by the Articles of Association, with the positions of the current Supervisory Board members Prof Dr Sven Bienert and Ms Dorothée Deuring not being filled.
2. Mr Martin Němeček, born on 14.8.1975, is elected to the Supervisory Board of the Company as a substitute member for Mr Michael Mendel (substitute election in accordance with § 10 para 5 of the Articles of Association) with effect from the end of today's Extraordinary General Meeting until the end of the General Meeting 2024 resolving on the discharge for the financial year (Annual General Meeting 2025).
3. Dr Miroslava Greštiaková, born on 26.6.1980, is elected to the Supervisory Board of the Company as a substitute member for Ms Bettina Breiteneder (substitute election in accordance with § 10 para 5 of the Articles of Association) with effect from the end of today's Extraordinary General Meeting until the end of the General Meeting 2023 resolving on the discharge for the financial year (Annual General Meeting 2024).

REASONING

Pursuant to § 10 para 1 of the Articles of Association of IMMOFINANZ AG, the Supervisory Board consists of at least three and at most six members elected by the Annual General Meeting.

WXZ1 a.s. and its affiliated companies are of the view that a composition of the Supervisory Board of four members elected by the General Meeting is sufficient. Two members are to be elected at the forthcoming Extraordinary General Meeting to reach the reduced number of Supervisory Board members elected by the General Meeting.

Attached to this election proposal are the curricula vitae of the proposed candidates and the declarations of the candidates pursuant to § 87 para 2 AktG regarding their qualifications, comparable functions and impartiality.

In selecting the proposed candidates, the requirements of the Austrian Stock Corporation Act regarding their professional and personal qualifications and the professionally balanced composition of the Supervisory Board were taken into account. Furthermore, the aspects of diversity of the Supervisory Board with regard to the representation of both genders and the age

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Englische Arbeitsübersetzung / Englisch Working Translation

structure as well as the experience and internationality of the members were adequately considered.

With the reduction of the number of members of the supervisory board to be elected by the general meeting to four, the applicability threshold of § 86 para 7 AktG is not met.

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