English Working Translation provided by the company.
Proposed resolution and reasoning for the request to add an additional agenda item
pursuant to section 109 Austrian Stock Corporation Act
Agenda Item 1: "Elections to the Supervisory Board"
The shareholder CPI Property Group S.A. ("CPIPG") proposes pursuant to section 109 para 1 Austrian Stock Corporation Act and requests that the Shareholders' Meeting adopts the following resolution:
"Mr. Martin Matula, born on 18 December 1980, is elected to the Supervisory Board of the Company as a substitute member for Mr. Stefan Guetter (by-election within the meaning of
10 para 5 of the Articles of Association) with effect from 16 July 2022 until the end of the Shareholders' Meeting which resolves on the discharge for the financial year 2024 (Ordinary
Shareholders' Meeting 2025)."
Pursuant to section 10 para 1 of the Articles of Association of IMMOFINANZ AG, the Supervisory Board shall consist of at least three and at most six members elected by the Shareholders' Meeting. In accordance with the resolution of the Extraordinary Shareholders' Meeting on 31 March 2022, the Supervisory Board of the Company is composed of four members (capital representatives) elected by the Shareholders' Meeting.
On 17 June 2022, Supervisory Board member Mr Stefan Guetter resigned from the Supervisory Board of IMMOFINANZ AG in compliance with the four-week notice period pursuant to section 10 para 6 of the Articles of Association with effect from 15 July 2022, 24:00 hours.
In order to regain the number of four capital representatives after the resignation of Mr Guetter, CPIPG proposes the election of Mr Martin Matula to the Supervisory Board.
The curriculum vitae and the declaration pursuant to section 87 para 2 of the Austrian Stock Corporation Act on the qualifications, comparable functions and impartiality of Martin Matula are attached to this election proposal.
In selecting the proposed candidate, the requirements of the Austrian Stock Corporation Act regarding professional and personal qualifications and the professionally balanced composition of the entire Supervisory Board were taken into account. Furthermore, the aspects of diversity of the entire Supervisory Board with regard to the representation of both genders and the age structure as well as the experience and internationality of the members were adequately considered.
As the Supervisory Board of IMMOFINANZ AG is composed of four capital representatives, the quota regulation pursuant to section 86 para 7 of the Austrian Stock Corporation Act regarding the composition of the Supervisory Board of women and men is not applicable.