conwert Immobilien Invest SE: INVITATION to the 12th Annual General Meeting

Vienna, 10 April 2013 - (pta007/10.04.2013/08:45 UTC+2) -
SUMMARY TRANSLATION OF THE ORIGINAL GERMAN LANGUAGE INVITATION. THIS TRANSLATION IS FOR IMFORMATION PURPOSES ONLY.

conwert Immobilien Invest SE, Vienna, registered under FN 212163f of the Commercial Court Vienna (the "Company")

INVITATION to the 12th Annual General Meeting of the shareholders of conwert Immobilien Invest SE
taking place on 8 May 2013 at 10:00 a.m., Vienna time, at Haus der Industrie, Schwarzenbergplatz 4, 1031 Vienna

with the following

Agenda:

1. Presentation of the approved annual financial statements as of 31 December 2012 according to the Austrian Commercial Code (UGB) including notes and management report, the Corporate Governance Report, the consolidated financial statements as of 31 December 2012 according to IFRS including notes and management report, the report of the Administrative Board in accordance with sec. 41 para 2 and 3 of the SE Act, as well as the presentation of the annual report of the Administrative Board pursuant to sec. 58 of the SE Act.

2. Resolution on the discharge of the members of the Administrative Board for the financial year 2012.

3. Resolution on the discharge of the members of the Executive Board for the financial year 2012.

4. Appointment of the auditor of the annual financial statements according to UGB and the consolidated financial statements according to IFRS for the financial year 2013.

5. Resolution on amendments to the articles of association in sec. 4 para. 2 in particular for the adaptation to legal provisions which changed as a result of the Company Law Amendment Act 2011.

6. Resolution on the authorisation of the Administrative Board in accordance with sec. 169 of the Stock Corporation Act (AktG) to increase the share capital of the Company within five years by up to another EUR 213,398,180 by issuing up to 42,679,636 new no-par bearer shares for a cash contribution and/or contribution in kind with the authorisation to exclude subscription rights of the current shareholders in the case of a capital increase for a contribution in kind in the amount of up to 20% of the share capital at the time the resolution is adopted (Authorised Capital 2013). Resolution on the amendment to sec. 4 of the articles of association (Share capital and shares) paragraph 5 required with a view to this agenda item.

1. Provision of information (Art 53 SE-Regulation in conjunction with sec. 106 (4) AktG):

In accordance with Art 53 SE-Regulation (SE-VO) in conjunction with sec. 108 para. 3 AktG the following documents will be available from the 21st day prior to the Annual General Meeting, hence 17 April 2013, at the website of the company http://www.conwert.at, which is registered in the Commercial Register:

+ Draft resolutions on agenda items respectively explanation about agenda item 1, of which no resolution has to be adopted;

+ Annual financial statements as of 31 December 2012 in accordance with the Austrian Commercial Code (UGB), including notes and management report;

+ Corporate Governance Report;

+ Consolidated financial statements as of 31 December 2012 in accordance with IFRS, including notes and management report;

+ Report of the Administrative Board in accordance with sec. 41 para. 2 and 3 SE Act;

+ Annual report of the Administrative Board in accordance with sec. 58 SE Act;

+ Comparison of sec. 4 of the articles of association in the current form and with the proposed amendment;

+ Written report by the Administrative Board in accordance with sec. 38 para. 2 SE Act in conjunction with sec. 170 para. 2 AktG and sec. 153 para. 4 AktG on the exclusion of subscription rights within the authorisation to be adopted with respect to agenda item 6.

In addition the convening notice is available with immediate effect as well on the website of the Company http://www.conwert.at.

From the 21st day prior to the Annual General Meeting, hence from 17 April 2013, the forms for granting and revoking a power of attorney in accordance with sec. 114 AktG will also be made available immediately on the Company's website at http://www.conwert.at, which is registered in the Commercial Register.

2. Rights of shareholders (Art 53 SE-VO in conjunction with sec. 106 (5) AktG):

2.1. Request of agenda items by shareholders

In accordance with sec. 62 para. 1 SE Act in conjunction with sec. 109 AktG, shareholders whose individual or combined shareholdings equal five percent (5%) of the share capital may request in writing that additional items be put on the agenda of the Annual General Meeting and published. "In writing" means a handwritten signature or an authorised company signature by each applicant or an e-mail with a qualified electronic signature in accordance with sec. 4 para. 1 of the Signature Act (SigG). Each agenda item has to be accompanied by a draft resolution and a justification. The shareholders must have held shares for at least three months prior to filing the request.

The applicant has to prove his/her shareholdings. In the case of bearer shares held in deposits, a deposit confirmation in accordance with sec. 10a of the Stock Corporation Act (AktG) shall suffice as evidence. The deposit confirmation shall not be older than seven days when presented to the Company and it shall be confirmed that the shareholders have held the shares for a minimum of three consecutive months prior to filing the request. In the case of several shareholders who only together reach the required shareholdings of 5% of the share capital, the deposit confirmations shall refer to the same point in time (day, time).

Regarding the requirements for deposit confirmations, please refer to the details under the item 2.4 "Proof of shareholder status".

The request shall be considered if it is received by the Company by the seventh working day prior to the Annual General Meeting, hence by 17 April 2013, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, if the request is submitted by e-mail with electronic signature in accordance with § 4 para. 1 of the Signature Act (SigG) - at the address anmeldung.conwert@hauptversammlung.at, both Attn. Ms Angela Schmelzer-Ziringer.

2.2. Draft resolutions by shareholders

Pursuant to Art 53 SE-VO in conjunction with sec. 110 AktG, shareholders whose individual or combined shareholdings equal one percent (1%) of the share capital, may submit, in text form pursuant to sec. 13 para. 2 AktG, proposals for resolution to the Company on each item of the agenda including a justification, and may demand that these proposals be published on the website of the Company (http://www.conwert.at) including the names of the respective shareholders, a justification to be enclosed and, if applicable, a statement by the Executive Board or the Administrative Board. In the case of a proposal regarding the election of a member of the Administrative Board, the justification shall be replaced by a statement by the person proposed for election in accordance with sec. 46 para. 3 of the SE Act in conjunction with sec. 87 para. 2 AktG. In this statement, the person proposed for election shall present his or her qualification, professional or comparable functions and all circumstances which may raise concerns regarding an appearance of bias of this person. The proposed resolution, but not the justification for it, shall in any case be written in German.

The applicant has to prove his/her shareholdings. In the case of bearer shares held in deposits, a deposit confirmation in accordance with sec. 10a AktG shall suffice as evidence. The deposit confirmation shall not be older than seven days when presented to the Company. In the case of several shareholders who only together reach the required shareholdings of 1% of the share capital, the deposit confirmations for all shareholders shall refer to the same point in time (day, time).

Regarding the requirements for deposit confirmations, please refer to the details under the item 2.4 "Proof of shareholder status".

The request shall be considered if it is received by the Company by the seventh working day prior to the Annual General Meeting, hence by 26 April 2013, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or per fax: +43 (0)1 8900 500 71, if the request is submitted in the pdf-format as an attachment to an e-mail with electronic signature in accordance with § 4 para. 1 SigG - to the e-mail address anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela Schmelzer-Ziringer.

2.3. Right of information

In accordance with Art 53 SE-VO in conjunction with § 118 AktG each shareholder shall, upon request, be informed about the Company's activities as far as they are necessary for a proper assessment of an agenda item. The right of information also extends to the legal and business Relationships of the Company with affiliated companies. The right of information also extends to the position of the Group and companies included in the consolidated financial statements. The information shall comply with the principles of diligent and accurate accountability and may be refused if, based on reasonable commercial judgement, it could cause a substantial disadvantage for the company or an affiliated company, or if providing such information constitutes an offence. Information may also be refused as far as it was available, without interruption, on the website of the Company in the form of question and answer for a period of at least seven days prior to the beginning of the Annual General Meeting, hence at least since 1 May 2013, and this information remains available on the website for a month after the Annual General Meeting, hence at least until 10 June 2013.

Questions which require longer preparation should be submitted to the Company in time before the Annual General Meeting in order to ensure an efficient session. Such questions should be sent to the address 1090 Vienna, Alserbachstraße 32, Attn. Ms Angela Schmelzer-Ziringer.

2.4. Proof of shareholder status

Shareholders' rights which are subject to holding shares during a certain period of time or at a certain point of time may only be exercised if a deposit confirmation is provided as proof of shareholder status in the relevant period or for the relevant point in time in accordance with sec. 10a AktG.

The deposit confirmation must be issued by a depositary bank which is domiciled in a member state of the European Economic Area or in a full member state of the OECD and must contain the following information (sec. 10a para. 2 AktG):

+ Detail of the issuer: name/company and address or a code commonly used in dealings between banks (SWIFT-Code),

+ Details of the shareholder: name/company, address, date of birth for natural persons; for legal entities, if applicable, register and register number under which the legal entity is registered in the country of origin,

+ Information regarding shares: number of shares held by the shareholder, ISIN AT0000697750,

+ Deposit number or other description of the depot,

+ Period or point of time which the deposit confirmation refers to.

The deposit confirmation is accepted in German or in English. It shall not be older than seven days at the time it is submitted. In accordance with item VII. Sec. 20 para. 3 of the articles of association, text form pursuant to sec. 13 para. 2 AktG shall be sufficient for deposit confirmations.

The deposit confirmations must be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or per post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or per fax: +43 (0)1 8900 500 71, Attn. Ms Angela Schmelzer-Ziringer. They may also be sent in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at in a timely manner. In this case the deposit confirmations shall also comply with the legal requirements in accordance with sec. 10a AktG.

2.5. Information about the right of shareholders to present motions at the Annual General Meeting in accordance with § 119 AktG

Every shareholder is entitled to present such motions at the Annual General Meeting regarding any item of the agenda, which do not require prior announcement. The prerequisite for this is the evidence of the right to participate pursuant to the convening notice.

The following is pointed out explicitly: Persons to be elected to the Administrative Board may only be proposed by shareholders whose combined shareholdings amount to at least 1% of share capital. Such proposals must be submitted to the Company at the latest on the seventh working day prior to the Annual General Meeting, hence at the latest on 26 April 2013, in the above-mentioned way under article 2.2. Each proposal for election must be accompanied by a statement in accordance with sec. 46 para. 3 SE Act in conjunction with sec. 87 para. 2 AktG by the person proposed for election regarding his/her qualification, professional or comparable functions as well as all circumstances which may raise concern regarding a bias of this person.

3. Right to participate and record date (Art 53 SE-VO in conjunction with sec. 106 (6) and (7) AktG):

In accordance with Art 53 SE-VO in conjunction with § 111 para. 1 AktG the right to participate in the Annual General Meeting and to exercise the rights which are to be exercised at the Annual General Meeting is conditional on the shareholdings at the end of the tenth day prior to the Annual General Meeting (record date), hence on
Sunday, 28 April 2013, 24:00, Vienna time.

Only persons who are shareholders on this record date and provide evidence of it are entitled to participate in the Annual General Meeting.

A deposit confirmation according to § 10a AktG is sufficient as evidence of shareholdings on the record date in the case of bearer shares deposited in a securities account. This confirmation must be submitted to the Company at the latest on the third working day prior to the Annual General Meeting, hence at the latest on 3 May 2013, and may not be older than seven days at the time it is provided to the Company. In accordance with Art. VII. § 20 Para. 3 of the articles of association, the deposit confirmation must be issued by a bank where the shares are deposited and which is domiciled in a member state of the European Economic Area or a full member state of the OECD and must contain the information stipulated by § 10a para. 2 AktG. Text form is sufficient for the deposit confirmation. Deposit confirmations are accepted in German and English.

For bearer shares that are not deposited in a securities account, a written confirmation by a notary public, which must be received by the Company at the latest on the third working day prior to the Annual General Meeting, hence at the latest 3 May 2013, shall suffice.

The deposit confirmations and written confirmations of a notary public for bearer shares that are not deposited must be submitted by means of SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750, please indicate in the text), or per post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or per fax, +43 (0)1 8900 500 71, Attn. Ms Angela Schmelzer-Ziringer. They may also be sent in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at in a timely manner. In this case the deposit confirmations shall also comply with the legal requirements in accordance with § 10a AktG.

4. Representation by proxy (Art 53 SE-VO in conjunction with sec. 106 (8) AktG):

All shareholders entitled to participate in the Annual General Meeting have in accordance with Art 53 SE-VP in conjunction with sec. 113 AktG the right to appoint a natural or legal person as a representative (proxy). The representative attends on behalf of the shareholder and has the same rights as the shareholder he/she represents. Each power of attorney (proxy) shall indicate the name(s) of the representative(s). The Company itself or a member of the Administrative Board or the Executive Board may only exercise the voting right as a proxy insofar as the shareholder has given a specific instruction regarding the exercise of the voting right regarding the individual agenda items.

The power of attorney (proxy) must be granted to a specific person. The power of attorney must be granted at least in text form in accordance with § 13 para. 2 AktG; revoking the power of attorney also requires text form.

The forms provided on the Company's website at http://www.conwert.at can be used for granting or revoking the power of attorney. It is not mandatory to use these forms to grant or revoke a power of attorney.

The power of attorney or its revocation must be submitted to and kept by the Company. We kindly ask to present the power of attorney or its revocation either at the registration of the Annual General Meeting or to send it in advance per post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or per fax, +43 (0)1 8900 500 71, or in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela Schmelzer-Ziringer. In case of the latter three forms of communication (per post, fax or e-mail), the power of attorney or its revocation must be received by the Company by 7 May 2013, 12:00, Vienna time.

If a shareholder has granted his depository bank a power of attorney, it shall suffice if this bank, in addition to the deposit confirmation, declares in a statement that it has been granted power of attorney. The depository bank can submit these statements by SWIFT, GIBAATWGGMS (please indicate in the text Message Type MT598, ISIN AT0000697750) or per post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, per fax, +43 (0)1 8900 500 71, or in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela Schmelzer-Ziringer; in any case, the statement must be received by the company by 7 May 2013, 12:00, local time Vienna.
It is pointed out to the shareholders that they also have to meet the requirements to participate in an Annual General Meeting as described under article 3 "Right to participate and record date (Art 53 SE-VO in conjunction with sec. 106 (6) and (7) AktG)" when they give a power of attorney to a representative.

5. Total number of shares and voting rights at the time the Annual General Meeting was convened (Art 53 SE-VO in conjunction with sec. 106 (9) AktG, sec. 83 para. 2 (1) BörseG):

At the time the Annual General Meeting was convened the share capital of the Company amounted to EUR 426,796,365.- and is split into 85,359,273 no-par shares, each of which has an equal share in the share capital. Each no-par share grants the right to one vote at the Annual General Meeting. As of 8 April 2013, close of trading at the Vienna Stock Exchange the Company owned 2,588,964 treasury shares, which do not grant voting rights so that currently 82,770,309 voting rights exist taking into account these treasury shares.

In order to ensure smooth registration procedures shareholders are requested to arrive at the location of the Annual General Meeting in time before its beginning. The Company reserves the right to check the identity of persons attending the Annual General Meeting. Should it not be possible to determine the identity of a person, admission may be refused. We therefore ask participants to bring an official identity document (e.g. passport, driver's license) to the meeting. Shareholders will be admitted to collect voting cards starting at 9:00 a.m., Vienna time.

Vienna, April 2013
The Administrative Board

(end)

Emitter:	conwert Immobilien Invest SE Alserbachstraße 32 1090 Wien Austria
Contact Person:	Dr. Clemens Billek
Phone:	+43 / 1 / 521 45-700
E-Mail:	cwi@conwert.at
Website:	www.conwert.at
ISIN(s):	AT0000697750 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)