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IMMOFINANZ AG

Attn of the Management Board and the Supervisory Board

Wienerbergstraße 9

AT-1100 Vienna

Luxembourg, on 20 June 2022

29th Ordinary Shareholders' Meeting of IMMOFINANZ AG, convened for 12 July 2022 Request to add an additional agenda item in accordance with section 109 Austrian Stock Corporation Act

Dear Madams and Sirs,

We, CPI Property Group S.A. a stock corporation (société anonyme) established under the laws of the Grand Duchy of Luxembourg with corporate seat in Luxembourg and business address at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B102254 ("CPIPG"), as shareholders of IMMOFINANZ AG ("IMMOFINANZ") hereby request, pursuant to section 109 para 1 of the Austrian Stock Corporation Act, that the following agenda item is placed on the agenda of the 29th Ordinary Shareholders' Meeting of IMMOFINANZ convened for 12 July 2022 in addition to the existing agenda and published:

  • Elections to the Supervisory Board

The agenda as supplemented by this item reads as follows:

AGENDA

  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.

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  1. Resolution on the approval of the actions of the members of the Supervisory Board for the business year 2021.
  2. Resolution on the remuneration of the Supervisory Board members.
  3. Election of the auditor for the individual and consolidated financial statements for the business year 2022.
  4. Resolution on the remuneration report for the remuneration of the members of the Executive Board and the Supervisory Board for the business year 2021.
  5. 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.
  6. 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.
  7. 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).
  8. Resolution on the remuneration policy for the Executive Board.
  9. Elections to the Supervisory Board.

Attached in Annex 1is the proposed resolution on the requested agenda item together with the reasoning and attached in Annex 2is the declaration (section 87 para 2 Austrian Stock Corporation Act) of the person proposed for election.

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Fulfilment of the requirements pursuant to section 109 para 1 Austrian Stock Corporation Act

According to the notification on the total number of voting rights (section 135 para 1 Austrian Stock Exchange Act) dated 31 May 2022, the share capital of IMMOFINANZ amounts to EUR 138,650,327 and is divided into 138,650,327 no-par bearer shares.

The shareholder CPIPG has continuously held IMMOFINANZ shares of more than 5% of the share capital of IMMOFINANZ for more than three months prior to submission of this request. As proof of share ownership as well as the uninterrupted minimum holding period of three months prior to this request, a deposit confirmation pursuant to section 10a Austrian Stock Corporation Act is attached as Annex 3. This deposit confirmation is not older than seven days.

CPIPG thus fulfils all legal requirements to request an additional item to the agenda of the 29th Ordinary Shareholders' Meeting of IMMOFINANZ pursuant to section 109 para 1 of the Austrian Stock Corporation Act.

Request for publication

It is requested that the supplemented agenda, the proposed resolution and reasoning, as well as the declaration (section 87 para 2 Austrian Stock Corporation Act) of the person proposed for election are published pursuant to section 109 Austrian Stock Corporation Act.

Kind regards

Martin Nemecek

Tomas Salajka

CPI Property Group S.A.

Attachments:

Annex 1 Proposed resolution on the requested agenda item including reasoning

Annex 2 Declaration (section 87 para 2 Austrian Stock Corporation Act) of the person proposed for election

Annex 3 Deposit confirmation

Attachments

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Immofinanz AG published this content on 21 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2022 17:34:05 UTC.