DGAP-AGM: IMMOFINANZ AG: Invitation to the 25th Ordinary Shareholders' Meeting

IMMOFINANZ AG

Invitation to the 25^th Ordinary Shareholders' Meeting

We hereby invite our shareholders to the 25^th ordinary shareholders' meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y, to take place on 11 May 2018 at 10:00 a.m. CEST (Vienna local time) at Austria Center Vienna, Bruno-Kreisky-Platz 1, AT-1220 Vienna, Austria.
 

A. 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 2017.

2. Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2017.

3. Resolution on the approval of the actions of the members of the executive board for the business year 2017.

4. Resolution on the approval of the actions of the members of the supervisory board for the business year 2017.

5. Resolution on the remuneration of the supervisory board members for the business year 2017.

6. Election of the auditor for the individual and consolidated financial statements for the business year 2018.

7. Resolution on authorisations of the executive board for the repurchase and sale of treasury shares (and to dispose the 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 cancel treasury shares.

8. Resolutions 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 Article 4 (Registered Capital and Shares).

9. Resolution on the authorisation to issue convertible bonds and regarding conditional capital, namely

a) authorisation of the executive board to issue convertible bonds and exclusion of the shareholders' subscription rights together with the revocation of the current authorisation of the executive board to issue convertible bonds in the unused amount;

b) conditional increase of the share capital (section 159 para 2 item 1 Austrian Stock Corporation Act) and cancellation of existing conditional capital as resolved upon at the shareholder's meeting of 28 September 2011 in the unused amount (Article 4 para 8 Articles of Association);

as well as corresponding amendments of the Articles of Association in Article 4 (Registered Capital and Shares), respectively.

10. Resolution on the reclassification of shares by carrying out a share split (reverse stock split) and on the increase of the share capital of the company from company own funds as well as resolution upon the reduction of the share capital of the company, namely

a) Resolution on the reclassification of the shares by carrying out a share split (reverse stock split) in a ratio of 10 : 1 (ten shares to one share), whereby 10 (ten) shares are merged to 1 (one) share; together with

b) Resolution on the increase of the share capital of the company from company own funds by converting an amount of the appropriated capital reserve accounted in the annual financial statement as of 31 December 2017 without issuance of new shares (capital adjustment in accordance with sections 1 et seq Austrian Capital Adjustment Act); together with

c) Resolution upon the ordinary reduction of the share capital of the company in accordance with sections 175 et seq Austrian Stock Corporation Act for the purpose of allocation in unappropriated reserves.
 

B. Provision of information (Section 106 item 4 Austrian Stock Corporation Act)

In accordance with section 108 Austrian Stock Corporation Act the following documents will be published on the company's website (www.immofinanz.com) from the 21st day prior to the date of the ordinary shareholders' meeting, hence from 20 April 2018:

- Notice convening the shareholders' meeting

- Motions by the executive board and the supervisory board for each agenda item

- Annual financial statements and management report for the 2017 business year

- Consolidated annual financial statements and group management report for the 2017 business year

- Consolidated Corporate governance report for the 2017 business year

- Proposal for appropriation of the balance sheet profit

- Report by the supervisory board to the shareholders' meeting according to section 96 Austrian Stock Corporation Act

- Report by the executive board on the justification of the exclusion of subscription rights concerning agenda item 7 (authorisation for the repurchase and sale of treasury shares)

- Report by the executive board on the justification of the exclusion of subscription rights concerning agenda item 8 (authorisation for the increase of share capital according to section 169 Austrian Stock Corporation Act)

- Report by the executive board on the justification of the exclusion of subscription rights concerning agenda item 9 (authorisation to issue convertible bonds)

- Report by the executive board according to Art 2 para 5 Austrian Capital Adjustment Act concerning agenda item 10b (increase of the share capital of the company from company own funds)

- Report of the auditor Deloitte Audit Wirtschaftsprüfungs GmbH concerning agenda item 10b concerning the audit of the report by the executive board of IMMOFINANZ AG on the capital adjustment according to Art 2 para 5 Austrian Capital Adjustment Act

- Report by the supervisory board concerning agenda item 10b (increase of the share capital of the company from company own funds)

- Comparisons of the Articles of Association

- Forms regarding granting of power of attorney (proxy) (granting, revocation and instructions), also for the proxy representatives named by the company (Mr. Florian Beckermann and Mr. Michael Knap).
 

C. Information regarding shareholders' rights (Section 106 item 5 Austrian Stock Corporation Act)

1. Request of agenda items by shareholders (Section 109 Austrian Stock Corporation Act)

Shareholders who have been holding, individually or cumulatively, five percent of the ordinary share capital of the company for a period of at least three months prior to the filing of the request may demand in writing that items shall be put on the agenda of the shareholders' meeting and shall be published. Each such agenda item has to be accompanied by a motion and a rationale.

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission and shall confirm that the shareholder has been holding the shares throughout a period of at least three months prior to the filing of the request. In case of several shareholders who only cumulatively reach the required shareholding of five percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding further required content of the depository confirmation it is referred to the information for participating in the shareholders' meeting (point D).

The written request for additional agenda items together with the confirmation of shareholding described above must be received by the company on the 21st day prior to the date of the ordinary shareholders' meeting, hence on 20 April 2018 at the latest at its business address AT-1100 Vienna, Wienerbergstraße 11.
 

2. Motions by shareholders (Section 110 Austrian Stock Corporation Act)

Shareholders whose shareholdings, individually or cumulatively, equal or exceed one percent of the ordinary share capital of the company may file for each item of the agenda a motion in text form (in writing, no signature required) with the company and demand that these motions together with the names of the filing shareholders, their rationales which are to be attached and, if applicable, comments by the executive or the supervisory board thereto shall be made available on the website of the company (www.immofinanz.com). In case of a motion for election of a supervisory board member the declaration by the proposed candidate in accordance with section 87 para 2 Austrian Stock Corporation Act substitutes the rationale. It is pointed out that the quota regulation pursuant to section 86 para 7 Austrian Stock Corporation Act applies to new elections of supervisory board members. In the 25^th ordinary shareholder meeting no elections are scheduled. If a new election is requested as agenda item by shareholders the quota regulation according to section 87 para 7 Austrian Stock Corporation Act has to be met.

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission. In case of several shareholders who only cumulatively reach the required shareholding of one percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding the further required content of the depository confirmation it is referred to the information for participating in the shareholders' meeting (point D).

The motion together with the confirmation of shareholding described above must be received on the 7th business day prior to the date of the ordinary shareholders' meeting, hence on 30 April 2018 at the latest,

- via e-mail to the address: hauptversammlung@immofinanz.com, or

- via mail, courier service or personally delivered at its business address at AT-1100 Vienna, Wienerbergstraße 11, or

- via facsimile under the fax number +43 (0) 1 88090-8915.
 

3. Right of information (Section 118 Austrian Stock Corporation Act)

Each shareholder shall, upon request, be informed at the shareholders' meeting regarding the company's affairs as far as necessary for a proper judgement in respect of items of the agenda. The information right also relates to the company's legal and commercial relationships to its affiliated companies.

Providing the information may be rejected as far as

1. providing the information could, subject to reasonable business judgement, cause significant damage to the company or to an affiliate company, or

2. providing the information would constitute an offence.

Questions requiring a certain preparation time to answer may, in the interest of an efficient session, be submitted to the company in text form (in writing, no signature required) prior to the shareholders' meeting in a timely manner.

These questions may be conveyed to the company

- via e-mail to the address: hauptversammlung@immofinanz.com, or

- via mail, courier service or personally delivered at its business address at AT-1100 Vienna, Wienerbergstraße 11, or

- via facsimile under the fax number + 43 (0) 1 88090-8915.
 

D. Record date and prerequisites for participation in the shareholders' meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):

For the right to participate in the shareholders' meeting and to exercise shareholder rights shares of the company must be held at the end of the tenth day prior to the shareholders' meeting (record date), this is 01 May 2018 (Tuesday), 24:00 (midnight) CEST (Vienna local time).

Only such persons are entitled to participate in the shareholders' meeting who are shareholders at the end of the record date and confirm this vis-à-vis the company.

In the case of bearer shares held on securities accounts a depository confirmation in accordance with section 10a Austrian Stock Corporation Act shall be sufficient for the confirmation of the shareholding. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD.

The depository confirmation must contain the following details (Section 10a para 2 Austrian Stock Corporation Act):

- Details of the issuer: name (company name), address or a standard code used in communications between credit institutions

- Details of the shareholder: name/company, address, in case of natural persons the date of birth and in case of legal persons the register and registration number (if applicable)

- Details of the shares: number of the shares held by the shareholder, the class of shares or the international securities identification number

- Securities account number or other identification

- Declaration that the depository confirmation refers to the balance of the securities account as of 01 May 2018, 24:00 (midnight) CEST (Vienna local time).

The depository confirmation may be issued in German or English.

The depository confirmation must be received on the third business day prior to the shareholders' meeting, hence on 07 May 2018, 24:00 (midnight) CEST (Vienna local time) at the latest

- as document signed by officers representing the issuing credit institution via mail or courier service at the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel, or

- per facsimile under the fax number + 43 (0) 1 8900-50089, or

- per e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (depository confirmation as pdf-document attached to the e-mail), or

- per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification of the ISIN AT0000809058 is necessary).

Credit institutions are kindly asked to send depository confirmations collectively in the form of a list.

Access to the shareholders' meeting

Conveyance of the depository confirmation is deemed as registration for participation in the shareholders' meeting. The shareholders or their representatives are requested to present an official photo identification (driving licence, passport, identity card) at the entrance for identity verification purposes. For your time planning please take into consideration the number of expected participants and the common security controls. Pick up of voting cards starts at 09:00 a.m.

E. Appointment of a representative (proxy holder) (Section 106 item 8 Austrian Stock Corporation Act)

According to section 113 Austrian Stock Corporation Act each shareholder, who is entitled to participate in the shareholders' meeting has the right to appoint a natural or legal person as its representative (proxy holder). The proxy holder participates in the shareholders' meeting on behalf of the shareholder and has the same rights as the shareholder it represents. Each proxy shall clearly specify the proxy holder by name. The shareholder is not restricted regarding number and choice of proxy holders, however, the company itself or members of the executive board or supervisory board may only exercise voting right insofar as the shareholder has issued explicit voting instructions.

The power of attorney (proxy) shall be granted to a specific person. Powers of attorney (proxies) as well as their revocations shall be issued in text form (written, no signature required).

A shareholder may grant power of attorney (proxy) to the credit institution where the shares are held on a securities account. In such case, in addition to the depository confirmation, it is sufficient that the credit institution confirms to the company, in a permitted way (see above), that it has been granted power of attorney (proxy); in such case the power of attorney (proxy) does not need to be conveyed to the company separately.

An issued power of attorney (proxy) may be revoked by the shareholder. The revocation shall only be effective after receipt by the company. Declarations on the issuing of power of attorney (proxy) and respective revocations can be conveyed to the company solely via the following ways:

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

- per facsimile under the fax number + 43 (0) 1 8900-50089;

- via e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (as scanned PDF-document attached to the e-mail);

- personally delivered at the entrance to the shareholders' meeting

- by credit institutions according to Section 114 para 1 Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598 (specification of the ISIN AT0000809058 is necessary).

The power of attorney (proxy) or a revocation shall be received by 04:00 p.m. CEST (Vienna local time) on the day preceding the day of the shareholders' meeting (hence on 10 May 2018). After this point in time the power of attorney (proxy) or a revocation shall be personally delivered on the date of the shareholders' meeting at the meeting venue during registration.

Also Mr. Florian Beckermann and Mr. Michael Knap are available to the shareholders as proxy holders in order to exercise their voting rights in the shareholders' meeting. Please note that Mr. Michael Knap in his capacity as member of the supervisory board is only entitled to vote as proxy if explicit voting instructions are given.

Declarations on the issuing of power of attorney (proxy) may be conveyed either to Mr. Florian Beckermann, Mr. Michael Knap or in one of the above mentioned ways.

The company has provided forms for granting of a power of attorney (proxy) on its website (www.immofinanz.com). In order to facilitate the administration of the powers of attorney (proxies) shareholders are kindly asked to use the forms provided on the website.
 

F. Total number of shares and voting rights (Section 106 item 9 Austrian Stock Corporation Act)

As at the date of the notice convening the shareholders' meeting the company has issued 1.120.852.699 non-par value bearer shares whereby each share grants one vote. IMBEA IMMOEAST Beteiligungsverwaltung GmbH (100% subsidiary) holds 3,796,019 non-par value bearer shares of IMMOFINANZ AG as of 11 April 2018. Voting rights granted by these shares cannot be exercised according to Art 65 para 5 Austrian Stock Corporation Act. Hence 1,117,056,680 voting rights can be exercised as of 11 April 2018. The number of treasury shares and the number of granted voting rights may vary until the day of the shareholders meeting. The company will provide information about the concrete number according to Art 120 para 2 lit 1 Austrian Stock Exchange Act.

Vienna, 13 April 2018

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)

AT0000809058