Tuesday 9th August 2022

IMMOFINANZ : Invitation to the 28th Ordinary Shareholders Meeting | MarketScreener

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English translation of the German original version for convenience only.

The German original version shall prevail.

IMMOFINANZ AG

Invitation to

the 28th Ordinary Shareholders’ Meeting

We hereby invite our shareholders to the 28th ordinary shareholders’ meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y, to take place on 19 October 2021 at 11:00 a.m. CEST (Vienna local time) at Wienerbergstraße 11, AT-1100 Vienna, Austria. If the ordinary shareholders’ meeting is not completed on 19 October 2021 by 24:00 CEST (Vienna local time), the ordinary shareholders’ meeting will be continued on the following day, 20 October 2021 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 by Federal Law Gazette I No. 156/2020 (“COVID-19-GesG”) and the Corporate COVID-19 Regulation, Federal Law Gazette II No. 140/2020 as amended by Federal Law Gazette II No. 616/2020 (“COVID-19-GesV”).This means that the shareholders will not be able to participate physically in the shareholders’ meeting of IMMOFINANZ AG on 19 October 2021 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 2020.
  2. Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2020.
  3. Resolution on the approval of the actions of the members of the Executive Board for the business year 2020.
  4. Resolution on the approval of the actions of the members of the Supervisory Board for the business year 2020.
  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 2021.
  7. Resolution on the remuneration report for the remuneration of the members of the Executive Board and the Supervisory Board for the business year 2020.
  8. Elections to the Supervisory Board.
  9. 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

English translation of the German original version for convenience only.

The German original version shall prevail.

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 corresponding amendments to the Articles of Association in Article 4 (Registered Capital and Shares).

  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 28 September 2021 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)
  • Annual financial statements and management report for the 2020 business year
  • Consolidated annual financial statements and group management report for the 2020 business year
  • Consolidated corporate governance report for the 2020 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
  • Remuneration report for the Executive Board and the Supervisory Board
  • Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 9 (authorisation of the Executive Board to issue convertible bonds)
  • Motions for resolutions and nominations on the agenda items including declarations of Supervisory Board candidates pursuant to section 87 para 2 of the Austrian Stock Corporation Act and curricula vitae as well as additional declarations and documents, if any
  • 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 28 September 2021.

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 19 October 2021 from approx. 11:00 a.m. online at www.immofinanz.com. This

English translation of the German original version for convenience only.

The German original version shall prevail.

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,…

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