English translation of the German original version for convenience only.

The German original version shall prevail.

IMMOFINANZ AG

Invitation to

the 29th Ordinary Shareholders' Meeting

We hereby invite our shareholders to the 29th ordinary shareholders' meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y, to take place on 12 July 2022 at 11:00 a.m. CEST (Vienna local time) at Hertha-Firnberg-Straße 8, AT-1100 Vienna, Austria. If the ordinary shareholders' meeting is not completed on 12 July 2022 by 24:00 CEST (Vienna local time), the ordinary shareholders' meeting will be continued on the following day, 13 July 2022 at 0:00 CEST (Vienna local time).

For the protection of the shareholders and other participants, the Executive Board has decided to hold the shareholders' meeting in the form of a virtual shareholders' meeting on the basis of section 1 para 2 Corporate COVID-19 Act, Federal Law Gazette I No. 16/2020 as amended ("COVID-19-GesG") and the Corporate COVID-19 Regulation, Federal Law Gazette II No. 140/2020 as amended ("COVID-19-GesV").This means that the shareholders will not be able to participate physically in the shareholders' meeting of IMMOFINANZ AG on 12 July 2022 for reasons of health protection. The Executive Board asks the shareholders for their understanding that they will not be able to attend the shareholders' meeting in person.

The organizational and technical requirements for participation in the virtual shareholders' meeting pursuant to section 2 para 4 COVID-19-GesV are explained in point C of this invitation.

  1. Agenda (section 106 item 3 Austrian Stock Corporation Act)
  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 Supervisory Board on the business year 2021.
  2. Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2021.
  3. Resolution on the approval of the actions of the members of the Executive Board for the business year 2021.
  4. Resolution on the approval of the actions of the members of the Supervisory Board for the business year 2021.
  5. Resolution on the remuneration of the Supervisory Board members.
  6. Election of the auditor for the individual and consolidated financial statements for the business year 2022.
  7. Resolution on the remuneration report for the remuneration of the members of the Executive Board and the Supervisory Board for the business year 2021.

English translation of the German original version for convenience only.

The German original version shall prevail.

  1. Resolution on authorisations of the Executive Board for the repurchase and sale of 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 redeem treasury shares.
  2. Resolution on the authorisation of the Executive Board to issue convertible bonds and regarding conditional capital.
    Authorisation of the Executive Board to issue convertible bonds and exclusion of the shareholders' subscription rights, together with the revocation of the existing authorisation to issue convertible bonds in the unused amount as well as conditional increase of the share capital (section 159 para 2 item 1 Austrian Stock Corporation Act) and cancellation of existing conditional capitals in the unused amount as resolved upon at the shareholder's meetings (i) of 11 May 2018 (Article 4 para (5) of the Articles of Association), (ii) of 02 October 2009 (amended by resolution of 01 December 2015) (Article 4 para (7) of the Articles of Association), (iii) of 28 September 2011 (amended by resolution of 01 December 2015) (Article 4 para (9) of the Articles of Association) and (iv) of 01 December 2015 (Article 4 para (10) of the Articles of Association) as well as corresponding amendments to the Articles of Association in Article 4 (Registered Capital and Shares), respectively.
  3. Resolution on a new authorisation of the Executive Board to increase the share capital pursuant to Section 169 Austrian Stock Corporation Act (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 the Articles of Association in section 4 (Registered Capital and Shares).
  4. Resolution on the remuneration policy for the Executive Board.
  1. Provision of information (section 106 item 4 Austrian Stock Corporation Act)

Documents pursuant to section 108 para 3 and 4 Austrian Stock Corporation Act will be published on the company's website (www.immofinanz.com) from the 21st day prior to the date of the ordinary shareholders' meeting, therefore from 21 June 2022 at the latest:

  • Notice convening the shareholders' meeting
  • If necessary, modifications and/or additions on the organizational and technical requirements for participation in the virtual shareholders' meeting (section 3 para 3 COVID-19-GesV)
  • Motions for resolutions of the Executive Board and motions for resolutions and nominations of the Supervisory Board
  • Annual financial statements and management report for the 2021 business year
  • Consolidated annual financial statements and group management report for the 2021 business year
  • Consolidated corporate governance report for the 2021 business year
  • Proposal for appropriation of the balance sheet profit

English translation of the German original version for convenience only.

The German original version shall prevail.

  • Report by the Supervisory Board to the shareholders' meeting according to section 96 Austrian Stock Corporation Act
  • Remuneration report for the Executive Board and the Supervisory Board
  • Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 8 (authorisation of the Executive Board for the repurchase and sale of treasury shares)
  • Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 9 (authorisation of the Executive Board to issue convertible bonds)
  • Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 10 (authorisation of the Executive Board to increase the share capital according to section 169 Austrian Stock Corporation Act)
  • Remuneration policy for the Executive Board
  • Question form
  • Forms of granting power of attorney (proxy) (granting including instructions and revocation) to the four independent special proxies named by the company
  1. Information on the virtual shareholders' meeting and organizational and technical requirements for participation

The organisational and technical requirements for participation in the virtual shareholders' meeting pursuant to section 2 para 4 COVID-19-GesV are hereby notified. In accordance with section 3 para 3 COVID 19-GesV, any modifications and/or additions to these organisational and technical requirements will be made available on the company's website www.immofinanz.com no later than 21 June 2022.

1. Webcast of the shareholders' meeting

In accordance with section 3 para 4 COVID 19-GesV in connection with section 102 para 4 of the Austrian Stock Corporation Act the shareholders' meeting will be broadcast in full in picture and sound in real time on the internet. All shareholders may follow the shareholders' meeting on 12 July 2022 from approx. 11:00 a.m. online at www.immofinanz.com. This enables every shareholder to follow the shareholders' meeting in real time via this optical and acoustic one-way connection.

Shareholders require high-performance internet access and an internet-compatible device for the audio and video transmission via an up-to-date internet browser. No registration or login is required to follow the shareholders' meeting.

Please note that this live transmission as a virtual shareholders' meeting does not provide for remote participation (section 102 para 3 item 2 of the Austrian Stock Corporation Act) and remote voting (section 102 para 3 item 3 and section 126 of the Austrian Stock Corporation Act) and that the transmission on the internet is not a two-way connection. It is also pointed out that the company is only responsible for the use of technical means of communication to the extent that these are attributable to its sphere of influence.

2. Representation of shareholders by special proxies

It will not be possible for shareholders to be physically present at the virtual shareholders' meeting. In accordance with section 3 para 4 COVID-19-GesV, shareholders can cast votes, submit motions for resolutions or raise an objection in the virtual shareholders'

English translation of the German original version for convenience only.

The German original version shall prevail.

meeting only through one of the four independent special proxies named below, the costs of which will be carried by the company:

  1. Attorney Dr. Marie-Agnes Arlt, LL.M. (NYU)
    1010 Vienna, Ebendorferstraße 6/10 Phone: + 43 1 308 25 80
    E-mail: arlt.immofinanz@hauptversammlung.at
  2. Attorney Dr. Paul Fussenegger
    1010 Vienna, Rotenturmstraße 12/6 Phone: +43 1 235 10 01
    E-mail:fussenegger.immofinanz@hauptversammlung.at
  3. Attorney Mag. Ewald Oberhammer, LL.M. c/o Oberhammer Rechtsanwälte GmbH 1010 Vienna, Karlsplatz 3/1
    Phone: +43 1 503 300 0
    E-mail:oberhammer.immofinanz@hauptversammlung.at
  4. Mag. Florian Prischl
    c/o Interessenverband für Anleger, IVA 1130 Vienna, Feldmühlgasse 22 Phone: +43 1 876 33 43 - 30
    E-mail:prischl.immofinanz@hauptversammlung.at

To cast votes, submit motions for resolutions or raise an objection in the virtual shareholders' meeting, shareholders must choose and authorise one of the above- mentioned special proxies. The special proxies will only exercise the voting right, the right to submit motions for resolutions and the right to raise objections in accordance with the shareholders' instructions.

It is recommended to contact the special proxy of your choice in good time if you intend to instruct the special proxy to propose motions for resolutions and to raise an objection to one or more items on the agenda.

A proxy authorisation form for the four special proxies, as well as a form for the revocation of proxy authorisation, is available on the company's website www.immofinanz.com. In the interest of a smooth processing, we ask to use the available forms. Details on the proxy authorisation, in particular about the text form and the content of the proxy authorisation, are contained in the proxy authorisation form that is available to the shareholders.

To facilitate processing, please send your completed proxy authorisation form (in text form) in such a timely manner that it is received no later than 11 July 2022, 4:00 p.m. CEST (Vienna local time), using one of the communication channels stated below:

Authorisation forms to the special proxies may be sent by e-mail to the address of the person you have chosen, with the proxy authorisation attached to the e-mail in text form, e.g. as a PDF file. This way the special proxy of your choice will have direct access to the authorisation and your instructions.

The following communication channels and addresses are also available for the transmission of your proxy authorisation form:

  • via mail or courier service at the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;

English translation of the German original version for convenience only.

The German original version shall prevail.

  • per facsimile under the fax number + 43 (0) 1 8900-50089;
  • by credit institutions according to section 114 para 1 Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598 or MT599 (specification of the ISIN AT0000A21KS2 is necessary).

Please note that it is not possible to present a proxy authorisation in person on the day of the shareholders' meeting.

Shareholders have the option to revoke their proxy authorisation. The above provisions for proxy authorisation apply mutatis mutandis to its revocation. The revocation does not take effect until it has been received by the company.

Please note that in addition to a proxy authorisation also a deposit confirmation in accordance with section 10a Austrian Stock Corporation Act is necessary for participation in the virtual shareholders' meeting, which must be received by the company no later than 07 July 2022 (see point E).

3. Shareholders' right to information

Shareholders may exercise their right to information pursuant to section 118 Austrian Stock Corporation Act in the virtual shareholders' meeting as follows:

The shareholders are invited to send their questions in advance by e-mail to fragen.immofinanz@hauptversammlung.at, if possible in such a way that they are received by the company on the third business day prior to the shareholders' meeting, hence on Thursday, 07 July 2022.

This will enable the preparation of answers in advance and a swift treatment during the shareholders' meeting.

For your questions, please use the question form provided on the company's website www.immofinanz.com to ensure the most efficient processing possible.

Questions may also be sent by simple e-mail. The e-mail must end with your name (reproduction of signature in accordance with section 13 para 2 Austrian Stock Corporation Act).

To verify your identity as a shareholder for the transmission of questions, please use the e- mail address specified in the space provided on the authorisation form for your special proxy. By signing the proxy authorisation form, you confirm that only you have access to this e-mail address.

If no shareholder e-mail address is indicated on the proxy authorisation form, or if questions are sent from another e-mail address, the identity of the person making the declaration must be verified with the shareholder's name/company name and date of birth/company register number as well as the securities account number, the credit institution and the number of shares.

If any doubts arise regarding the identity of a participant during the conduct of the shareholders' meeting, the company reserves the right to verify the identity in an appropriate manner.

If a proxy exercises the right to information, proof of proxy authorisation must also be provided in text form. Please note that the special proxies cannot be authorised to exercise the right to information.

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Immofinanz AG published this content on 14 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2022 08:42:03 UTC.