Englische Arbeitsübersetzung / English Working Translation
By courier / in advance by e-mail
IMMOFINANZ AG
zH of the Management Board and the Supervisory Board
Wienerbergstraße 9
A-1100 Vienna
Prague, 7.3.2022 | |
Subject: | Request to convene an extraordinary general meeting of IMMOFINANZ AG |
pursuant to § 105 para 3 Austrian Stock Corporation Act (AktG) |
Dear Sirs!
We, WXZ1 a.s., a joint stock company incorporated and existing under Czech law with its registered office in Prague and its business address at Vladislavova 1390/17, Nové Město, 110 00 Prague 1, Czech Republic, company identification number 091 76 772, registered in the Commercial Register of the District Court of Prague under B 25322, a wholly-owned subsidiary of CPI Property Group S.A. ("CPIPG"), as shareholder of IMMOFINANZ AG, hereby demand, pursuant to § 105 para 3 of the Austrian Stock Corporation Act, the immediate convening of an extraordinary general meeting of IMMOFINANZ AG (the "Company") with the following agenda item:
1. Elections to the Supervisory Board.
Attached in Annex 1 are the agenda including proposed resolutions and justifications for the agenda item.
Reasoning for the request for convocation
In support of our request to convene an extraordinary general meeting, we state the following:
Upon execution of the Share Purchase Agreements entered into between our parent company CPIPG with RPPK Immo GmbH on 3 December 2021, with Petrus Advisers Investments Fund L.P. on 26 January 2022 and with CEE Immobilien GmbH on 1.3. and 3.3.2022 and settlement of the mandatory anticipatory offer announced by CPIPG to the equity security holders of the Company on 12 January 2022, CPIPG at the time of this request directly and indirectly holds a total of 75,844,490 shares in the Company, corresponding to an interest of 54.86 %. Based on this shareholding, the CPIPG Group considers the proposed changes to the Supervisory Board of the Company to be appropriate and expedient in the interest of all parties.
Application requirements
The requirements of § 105 para 3 AktG are met. The share capital of the company amounts to EUR 138,257,760 and is divided into 138,257,760 no-par value bearer shares. WXZ1 a.s. has
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Englische Arbeitsübersetzung / Englisch Working Translation
been the holder of no-par value 14.071.483 bearer shares for more than three months, corresponding to approximately 10.18% of the company's share capital. As proof of share ownership, we are enclosinga deposit certificate of J&T Banka, a.s. dated 4.3.2022 pursuant to
- 10a para 1 of the Austrian Stock Corporation Act, which fulfils the requirements of § 105 para 3 sentence 3 of the Austrian Stock Corporation Act. We will continue to hold the shares until a decision on the request is made.
Notice of the convening of the general meeting shall be given without delay.
Yours sincerely
WXZ1 a.s.
Attachments:
Annex 1 Agenda item including proposed resolutions and justifications
Annex 2 Curricula vitae and declarations of the candidates for the Supervisory Board
Annex 3 Deposit confirmation of J&T Banka, a.s. dated 4.3.2022
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Immofinanz AG published this content on 10 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2022 08:42:02 UTC.