CA Immobilien Anlagen AG: Invitation to General Meeting

Vienna (pta006/10.04.2012/07:30 UTC+2) CA IMMOBILIEN ANLAGEN AKTIENGESELLSCHAFT
Vienna
FN 75895k
ISIN AT0000641352

Invitation to General Meeting

We hereby invite our shareholders to the 25th Ordinary General Meeting of CA Immobilien Anlagen Aktiengesellschaft, which is to be held at 4 pm on 8 May 2012 in the Saal Olympia Mancini, Hotel Savoyen Vienna, 1030 Vienna, Rennweg 16.

Agenda
1. Presentation of the adopted Annual Financial Statements, Consolidated Financial Statements, Management Report and Group Management Report, in each case as of 31 December 2011, along with the Corporate Governance Report, the proposal of appropriation of profit and the Supervisory Board report for the 2011 financial year.

2. Resolution appropriating the net profit recognized in the Annual Financial Statements for 2011.

3. Resolution discharging the members of the Management Board for the 2011 financial year.

4. Resolution discharging the members of the Supervisory Board for the 2011 financial year.

5. Resolution on the remuneration of the Supervisory Board for the 2011 financial year.

6. Appointment of the auditor and Group auditor for the 2012 financial year.

7. Election of one member of the Supervisory Board.

8. Revision and amendment of the authority granted the Management Board by Section 4 Subsection 3 of the Articles of Association according to Section 169 AktG (Stock Corporation Act), by way of a resolution concerning the renewal of the Management Board's authority, within five years of the relevant amendment of the Articles of Association being entered in the companies' register, to increase the company's share capital, also in several tranches, by up to 319,356,778.10 euros by cash or non-cash contribution in return for the issue of up to 43,928,030 ordinary bearer shares in the company, observing the statutory subscription right according to Section 153 (6) AktG in the case of cash contributions and excluding the subscription right in the case of non-cash contributions, and by way of a resolution concerning the relevant amendment of Section 4 Subsection 3 of the Articles of Association.

9. Revision and amendment of the authority to issue convertible bonds (2008 convertible bond issue authorisation) granted the Management Board on 13 May 2008 according to Section 174 (2) AktG, by way of a resolution concerning the renewal of the Management Board's authority, within five years of the date of the resolution and, with the consent of the Supervisory Board, to issue, also in several tranches, convertible bonds (2012 convertible bond issue authorisation) being associated with a conversion or subscription right to up to 23,384,000 ordinary bearer shares in the company, representing a portion of the share capital in the amount of up to 170,001,680 euros, and to regulate all further conditions for the convertible bonds, their issue and the conversion procedure; as well as resolution on the exclusion of shareholders' subscription rights according to Section 174 (4) AktG in conjunction with Section 153 AktG.

10. Resolution concerning
a) an amendment of Section 4 Subsection 4 Sentence 1 of the Articles of Association, by restricting the scope of the contingent capital increase adopted by the 21st Ordinary General Meeting on 13 May 2008 according to Section 159 (2) Clause 1 AktG to the amount required to safeguard the convertible bonds already issued in the amount of 135,000,000 euros on the basis of the authority granted the Management Board on 13 May 2008 (2008 convertible bond issue authorisation), being associated with conversion or subscription rights to up to 18,569,464 ordinary bearer shares in the company, representing a portion of the share capital in the amount of up to 135,000,003.28 euros (contingent capital increase I);
b) a contingent capital increase of the share capital according to Section 159 (2) Clause 1 AktG by up to 170,001,680 euros by issuing up to 23,384,000 ordinary bearer shares in the company to safeguard conversion rights arising from the convertible bond issue authorisation granted on 8 May 2012 (agenda item 9), and a corresponding amendment of Section 4 (share capital and shares) of the Articles of Association by adding an additional Subsection 5 (contingent capital increase II).

11. Resolution to revise and extend the Management Board's authority to acquire treasury shares according to Section 65 (1) Clause 8 AktG and the Management Board's authority associated therewith, subject to the consent of the Supervisory Board, and to exclude the shareholders' general purchase options in conjunction with the utilisation of treasury shares to service the convertible bonds issued based on the authorisations granted on 13 May 2008 and 8 May 2012, as well as resolution authorizing the Management Board, with the consent of the Supervisory Board
(i) to use treasury shares as a consideration when acquiring enterprises, businesses, business units or interests in one or several companies at home or abroad,
(ii) to sell treasury shares at any time according to Section 65 (1b) AktG on the stock exchange or by way of a public offering, and to determine the conditions of the sale,
(iii) for a period of five years from the date of the resolution, to resell the treasury shares without excluding or partly or entirely excluding the general purchasing options, by any lawful means, including off the exchange, and
(iv) to reduce the company's share capital according to Section 65 (1) Clause 8 final sentence AktG in conjunction with Section 192 AktG by calling in the treasury shares without a further resolution of the General Meeting, whereas the Supervisory Board shall be entitled to adopt by resolution amendments to the Articles of Association arising from the calling-in of shares.

12. Resolution concerning the revision of Section 6 Subsection 1 of the Articles of Association to reflect the changed provisions of AktG, whereas such changes were brought about by GesRÄG 2011 (Company Law Amendment Act 2011), and the revision of the Articles of Association by deleting, without replacement, Section 4a.

Documents for the General Meeting
The following documents will be available for inspection by the shareholders during normal business hours on the premises of the company's headquarters at 1030 Vienna, Mechelgasse 1, Investor Relations Department, at the latest from the 21st day preceding the General Meeting, therefore at the latest from 17 April 2012:
* Annual Financial Statements for financial year 2011 with Management Report
* Consolidated Financial Statements for financial year 2011 with Group Management Report
* Corporate Governance Report for financial year 2011
* Supervisory Board report to the General Meeting according to Section 96 AktG
* Proposal on the appropriation of profit
* Motions for resolutions concerning agenda items 2 to 12
* Transparency information according to Section 270 (1a) UGB (Austrian Commercial Code) concerning agenda item 5
* Candidate's declaration for the election to the Supervisory Board, concerning agenda item 7, according to Section 87 (2) AktG
* Reports of the Management Board concerning the justification of the exclusion of subscription rights, concerning agenda items 8 and 9
* Report of the Management Board in connection with the use and/or disposal of treasury shares in the company other than on the stock exchange or by way of a public offering, concerning agenda item 11
* Draft of the Articles of Association reflecting the proposed amendments according to agenda items 8, 10 and 12
* Forms for granting proxy
* Forms for revoking proxy

The forenamed documents, the full text of this invitation and the forms for granting and revoking proxy will be accessible on the internet at http://www.caimmo.com/en/investor_relations/ordinary_shareholders_meeting/ at the latest from the 21st day preceding the General Meeting, therefore at the latest from 17 April 2012, and will also be available at the General Meeting. Upon request, each shareholder shall be sent a copy of the forenamed documents without undue delay and free of charge.

Guidance concerning shareholders' rights according to Sections 109, 110 and 118 AktG (Stock Corporation Act)
Shareholders whose interests collectively total 5 % of the share capital, who have held the relevant shares for at least three months, can request in writing that items be added to the agenda of this General Meeting and be announced, provided that such a written request is received by the company, exclusively at the address 1030 Vienna, Mechelgasse 1, Investor Relations, by no later than the 21st day preceding the General Meeting, therefore by no later than 17 April 2012. For bearer shares deposited with a custodian, evidence of qualification as a shareholder shall be furnished simply by a deposit receipt according to Section 10a AktG, confirming that the proposing shareholder has held the shares for at least three months before submitting the request, whereas such receipt shall not be more than seven days old when presented to the company. The other requirements to be satisfied by the deposit receipt are set forth in the remarks concerning the eligibility to attend.
Shareholders whose interests collectively total 1 % of the share capital can submit motions for resolutions in text form, together with grounds, concerning any item of the agenda, and can request that such motions, together with grounds, be posted on the company's website, provided that such a request in text form is received by the company, by no later than the 7th working day preceding the General Meeting, therefore by no later than 26 April 2012, only by the following means:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: +43 (0)1 8900 500 82
By e-mail: anmeldung.caimmoag@hauptversammlung.at, whereas the request in text form is to be attached to the e-mail, as a PDF file for example.
For bearer shares deposited with a custodian, evidence of qualification as a shareholder entitled to exercise this right shall be furnished simply by presentation of a deposit receipt according to Section 10a AktG, whereas such receipt shall not be more than seven days old when presented to the company. The other requirements to be satisfied by the deposit receipt are set forth in the remarks concerning the eligibility to attend.
In the case of registered shares, the entry in the share ledger shall be the determining factor, so that no separate evidence is to be furnished by the shareholder.
In the General Meeting, each shareholder is entitled on request to obtain information concerning the affairs of the company to the extent necessary to evaluate an agenda item properly.
Further information on the shareholders' rights, in particular according to Sections 109, 110 and 118 AktG, is available with immediate effect on the company's website at http://www.caimmo.com/en/investor_relations/ordinary_shareholders_meeting/.

Record date and attendance of the General Meeting
The entitlement to attend the General Meeting and to exercise the voting right and other shareholder rights assertible within the framework of the General Meeting is determined by the share ownership as of midnight on the 10th day preceding the General Meeting, therefore at midnight Vienna time on 28 April 2012 (record date).
For bearer shares deposited with a custodian, evidence of share ownership on the record date shall be furnished simply by way of a deposit receipt according to Section 10a AktG, whereas such receipt must be received by the company no later than on the 3rd working day preceding the General Meeting therefore by no later than 3 May 2012, exclusively at the following address:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: +43 (0)1 8900 500 82
By e-mail: anmeldung.caimmoag@hauptversammlung.at (as a scanned attachment: TIF, PDF, etc.)

Depot receipts can still not be sent by SWIFT (Section 262 (20) AktG) because correct technical execution cannot be guaranteed at present.

Deposit receipt according to Section 10a AktG
The deposit receipt is to be issued by the custodian financial institution having its seat in a member state of the European Economic Area or in a full member state of the OECD, whereas the receipt shall contain the following information:
* Information on the issuer: name/company name and address or a code conventionally used in transactions between financial institutions (SWIFT code)
* Information on the shareholder: name/company name, address, date of birth if a natural person, if applicable name of register and registration number if a legal entity
* Information on the shares: number of shares held by the shareholder (if par shares), also the par value and (in case of several share categories) the name of the share category or the internationally accepted security identification number
* Custody account number or other identifier
* Time to which the deposit receipt refers
The deposit receipt furnishing evidence of share ownership and the entitlement to attend the General Meeting must refer to the forenamed record date, therefore to midnight Vienna time on 28 April 2012.
The deposit receipt shall be accepted in either German or English.

Registered shares
As regards registered shares, only shareholders whose registration in text form is received by the company exclusively at one of the following addresses by no later than the 3rd working day preceding the General Meeting, therefore by no later than 3 May 2012, shall be entitled to attend the General Meeting:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: +43 (0)1 8900 500 82
By e-mail: anmeldung.caimmoag@hauptversammlung.at (as a scanned attachment: TIF, PDF, etc.)

Registrations shall be accepted in German or English.

The shares of shareholders registering for the General Meeting or presenting a deposit receipt shall not be blocked, so that shareholders can still freely dispose of their shares even after registering or presenting a deposit receipt.

Representation by proxy
Each shareholder entitled to attend the General Meeting is entitled to appoint a proxy to attend the General Meeting in his name, whereas the proxy shall dispose of the rights held by the shareholder he is representing.
The proxy must be granted to a specific person (natural person or legal entity) in text form, whereas several persons can be granted proxy.
The proxy form must be received by the company exclusively at one of the following addresses:
By post: CA Immobilien Anlagen Aktiengesellschaft, Investor Relations, Mechelgasse 1, 1030 Vienna
By fax: +43 (0)1 8900 500 82
By e-mail: anmeldung.caimmoag@hauptversammlung.at (as a scanned attachment: TIF, PDF, etc.)
By hand: Upon registering for the General Meeting at the venue

A proxy form will be sent on request. It can also be downloaded from the company's website at http://www.caimmo.com/en/investor_relations/ordinary_shareholders_meeting/.
If the proxy form is not presented by hand when registering on the day of the General Meeting, it must be received by the company by no later than 4 pm Vienna time on 7 May 2012.
If a shareholder has granted proxy to his custodian financial institution, such institution, in addition to issuing a deposit receipt, can simply declare that it has been granted proxy. The remarks concerning the presentation of deposit receipts shall apply mutatis mutandis to the furnishing of such a declaration.
As a special service, a representative of the Austrian Shareholders' Association (IVA - Interessensverband für Anleger), 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent proxy for exercising their voting right at the General Meeting. A special proxy form for this purpose can be downloaded from the company's website at http://www.caimmo.com/en/investor_relations/ordinary_shareholders_meeting/. Shareholders can also contact Dr. Michael Knap of the IVA directly by calling +43 (0)1 8763343-0, by fax at +43 (0)1 8763343-49 or by e-mail at michael.knap@iva.or.at.
The preceding provisions concerning the granting of proxy apply mutatis mutandis to the revoking of such proxy.

Total number of shares and votes
At the time of the convening of the General Meeting, the company's share capital totals 638,713,556.20 euros and is divided into 87,856,060 no-par shares, consisting of 87,856,056 bearer shares and four registered shares. Each share carries one vote; the total number of votes is 87,856,060. As at 10 April 2012 there are no shares held by the Company or any of its subsidiaries, of which the vote cannot be exercised.

The shareholders and proxies can be asked, upon entering the General Meeting, to prove their identity by showing a generally accepted valid identity document bearing a photograph, such as a passport or driving license. In order to facilitate efficient admission procedures, shareholders are asked to arrive at the venue in good time before the start of the General Meeting. Doors open for the collection of voting cards at 3 pm.

Vienna, April 2012
The Management Board

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Emitter:	CA Immobilien Anlagen AG Mechelgasse 1 1030 Wien Austria
Contact Person:	Mag. Claudia Hainz
Phone:	(+431) 532 59 07 - 502
E-Mail:	claudia.hainz@caimmo.com
Website:	www.caimmo.com
ISIN(s):	AT0000641352 (Share)
Stock Exchange(s):	Vienna Stock Exchange