conwert Immobilien Invest SE: Invitation to the Annual General Meeting

Vienna (pta019/31.05.2016/08:54 UTC+2) CONVENIENCE TRANSLATION OF GERMAN ORIGINAL INVITATION. FOR INFORMATION PURPOSES ONLY.
conwert Immobilien Invest SEVienna, company number FN 212163 f (the "Company")
INVITATION for Tuesday, 28 June 2016 at 11.00 a.m. Vienna time at Studio 44, Rennweg 44, 1038 Vienna, to the 15th Annual General Meeting of the shareholders of conwert Immobilien Invest SE with the following Agenda:

1. Presentation of the approved annual financial statements pursuant to the Austrian Commercial Code (UGB) as of 31 December 2015, including notes and management report, the Corporate Governance Report, the consolidated financial statements pursuant to the International Financial Reporting Standards (IFRS) as of 31 December 2015 including notes and management report, the report of the Administrative Board in accordance with Art. 41 Sec. 2 and 3 of the SE Act, as well as the presentation of the annual report of the Administrative Board as per Art. 58 of the SE Act.
2. Resolution on the appropriation of the net profit for the 2015 business year.
3. Resolution to ratify the actions of members of the Administrative Board for the 2015 business year.
4. Resolution to ratify the actions of Executive Directors for the 2015 business year.
5. Appointment of the auditor of the annual financial statements pursuant to the Austrian Commercial Code (UGB) and the consolidated financial statements pursuant to the International Financial Reporting Standards (IFRS) for the 2016 business year.
6. Election of one member to the Administrative Board.
7. Amendment of the rules of remuneration for the Administrative Board as of 1 January 2016.
8. Resolution on the authorisation of the Administrative Board in accordance with Art. 9 Sec. 1 lit c ii) SE Regulation in conjunction with Art. 65 Sec. 1 para 8 and Sec. 1a and 1b Stock Corporation Act to acquire own shares of the Company and to determine the conditions for the buy-back. Trading in own shares is excluded as purpose of the acquisition. Authorisation of the Administrative Board, without further resolution by the General Meeting, to redeem shares and to adopt amendments to the Articles of Association resulting from the redemption of the shares. Resolution on the authorisation of the Administrative Board to adopt, without any further resolution by the General Meeting, to acquire and to sell own shares of the Company, also in another manner as permitted by law than over the stock exchange or by a public offer, also to exclude the repurchasing right of shareholders, and to determine the conditions of sale and buy-back.
9. Amendment of the Articles of Association in Art. 10 Sec. 1 and 3 and Art. 14 Sec. 1.

1. Provision of information (Art. 53 SE Regulation in conjunction with Art. 106 para 4 Stock Corporation Act):

In accordance with Art. 53 SE Regulation, in conjunction with Art. 108 Sec. 3 Stock Corporation Act, the following documents will be available from the 21st day prior to the Annual General Meeting, i.e. from Tuesday, 7 June 2016, at the corporate seat of the Company, Alserbachstraße 32, 1090 Vienna, during regular business hours, Monday through Thursday (on business days) between 9 a.m. and 6 p.m. and Friday (on business days) between 9 a.m. and 3 p.m. and will also be available on the website http://www.conwert.at, which is registered in the Commercial Register:
+ Draft resolutions on agenda items and notes on agenda item 1, the latter does not require a resolution;
+ UGB annual financial statements as of 31 December 2015, including notes and management report;
+ Corporate Governance Report;
+ IFRS consolidated financial statements as of 31 December 2015, including notes and management report;
+ report of the Administrative Board in accordance with Art. 41 Sec. 2 und 3 SE Act;
+ annual report of the Administrative Board in accordance with Art. 58 SE Act;
+ the proposal of the Executive Directors on the appropriation of net profit as per Art. 41 Sec. 1 SE Act;
+ curriculum vitae and statement by the candidate(s) related to agenda item 6 in accordance with Art. 46 Sec. 3 SE-Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act;
+ written report by the Administrative Board related to agenda item 8 in accordance with Art. 9 Sec. 1 lit c ii) SE Regulation in conjunction with Art. 65 Sec. 1b in conjunction with Art. 170 Sec. 2 and Art 153 Sec. 4.
The convening notice is also available with immediate effect on the Company's website http://www.conwert.at, which is registered in the Commercial Register.
From the 21st day prior to the Annual General Meeting, i.e. from 7 June 2016, the forms for granting and revoking power of attorney as per Art. 114 Stock Corporation Act will also be made available on the Company's website at http://www.conwert.at, which is registered in the Commercial Register.

2. Rights of shareholders (Art. 53 SE Regulation in conjunction with Art. 106 para 5 Stock Corporation Act):

2.1. Request of agenda items by shareholders
As per Art. 62 Sec. 1 SE Act in conjunction with Art. 109 Stock Corporation Act, 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 authorized company signature by each applicant or an e-mail with secure electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG). Each agenda item shall be accompanied by a draft resolution and a rationale. The shareholders shall have held the shares for at least three months prior to filing the request.
The applicant must prove the shareholding with a deposit confirmation in accordance with Art. 10a Stock Corporation Act. The deposit confirmation may not be older than seven days when presented to the Company and must confirm 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 have 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 also refer to the details under item 2.4 (Proof of shareholder status).
The request shall be considered if it is received by the Company by the 21st day prior to the Annual General Meeting, i.e. by Tuesday, 7 June 2016 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32 for the attention of Mr. Hutan Rahmani; if the request is submitted by e-mail it shall have an electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG) and must be sent to anmeldung.conwert@hauptversammlung.at.

2.2. Draft resolutions by shareholders
In accordance with Art. 53 SE Regulation in conjunction with Art. 110 Stock Corporation Act, shareholders whose individual or combined shareholdings equal one percent (1 %) of the share capital, may submit, in text form pursuant to Art. 13 Sec. 2 Stock Corporation Act, proposals for resolution to the Company on each item of the agenda including a rationale, and may call for these proposals to be published on the website of the Company (http://www.conwert.at), including the names of the respective shareholders, a rationale to be enclosed and, if applicable, a statement by the Executive Directors or the Administrative Board. In the case of a proposal regarding the election of a member of the Administrative Board, the rationale shall be replaced by a statement by the candidate put forward for election in accordance with Art. 46 Sec. 3 of the SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act. In this statement, the proposed candidate shall present his or her qualifications, professional or comparable functions and any circumstances which may raise concerns of an appearance of bias. The proposed resolution, but not necessarily the rationale, must in any case be written in German.
The applicant has to prove the shareholding with a deposit confirmation in accordance with Art. 10a Stock Corporation Act. 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 also refer to the details under 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, i.e. by Friday, 17 June 2016 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71; if the request is submitted in PDF format as an attachment to an e-mail with electronic signature in accordance with Art. 4 Sec. 1 SigG, it shall be sent to the e-mail address anmeldung.conwert@hauptversammlung.at. Any request in this regard shall be marked for the attention of Mr. Hutan Rahmani.

2.3. Right of information
In accordance with Art. 53 SE Regulation in conjunction with Art. 118 Stock Corporation Act 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 affiliates. The right of information also extends to the state 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 judgment, it could cause a substantial disadvantage for the Company or an affiliate, or if providing such information could constitute a criminal offence. Information may also be refused as long as it was available, without interruption, on the website of the Company in the form of a question and answer for a period of at least seven days prior to the beginning of the Annual General Meeting, i.e. at least since Tuesday, 21 June 2016, and this information remains available on the website for a month after the Annual General Meeting, i.e. at least until Thursday, 28 July 2016.
Questions which require longer preparation should be submitted to the Company in good time before the Annual General Meeting in order to ensure an efficient session. Such questions should be sent to the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by email to anmeldung.conwert@hauptversammlung.at, for the attention of Mr. Hutan Rahmani.

2.4. Proof of shareholder status
Shareholders' rights which are subject to holding shares over a certain period of time or at a certain point in time may only be exercised if a deposit confirmation is provided as proof of shareholder status for the relevant period or for the relevant point in time in accordance with Art. 10a Stock Corporation Act.
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 OECD member state and must contain the following information (Art. 10a Sec. 2 Stock Corporation Act):
+ Issuer details: name/company and address or code commonly used in dealings between banks (SWIFT-Code);
+ Shareholder details: 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 incorporation;
+ Share information: number of shares held by the shareholder, ISIN AT0000697750;
+ Deposit number or other description of the depot;
+ Period or point of time to which the deposit confirmation refers.
The deposit confirmation is accepted in German or in English. It may not be older than seven days at the time it is submitted. In accordance with item VII. Sec. 20 Art. 3 of the Articles of Association of the Company, text form pursuant to Art. 13 Sec. 2 Stock Corporation Act shall be sufficient for deposit confirmations.
The deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, for the attention of Mr. Hutan Rahmani by Thursday, 23 June 2016 at the latest. They may also be sent in good time in PDF format as an attachment to an e-mail to the address anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements in accordance with Art. 10a Stock Corporation Act.

2.5. Information about the right of shareholders to present motions at the Annual General Meeting in accordance with Art. 119 Stock Corporation Act
Every shareholder is entitled to present 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.
Please note the following important information: 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, i.e. by Friday, 17 June 2016 at the latest, in the manner stated above under item 2.2 (Draft resolutions by shareholders). Each proposal for election must be accompanied by a statement in accordance with Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act by the person proposed for election regarding his/her qualifications, professional or comparable functions and any circumstances which may raise concerns of an appearance of bias.

3. Right to participate and effective date of shareholding (Art. 53 SE Regulation in conjunction with Art. 106 para 6 and 7 Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 111 Sec. 1 Stock Corporation Act, the right to participate in the Annual General Meeting and to exercise shareholder rights at the Annual General Meeting is determined on the shareholdings as at the end of the tenth day prior to the Annual General Meeting (effective date of shareholding), i.e. at

Saturday, 18 June 2016, 12 a.m. (midnight), Vienna time.

Only persons who are shareholders on this effective date and provide evidence of it are entitled to participate at the Annual General Meeting.
The confirmation of shareholdings as at the effective date shall be submitted to the Company in the form of a deposit confirmation as per Art. 10a Stock Corporation Act at the latest on the third working day prior to the Annual General Meeting, i.e. by Thursday, 23 June 2016 at the latest, and may not be older than seven days at the time it is provided to the Company. The deposit confirmation must relate to the effective date of the shareholding. The deposit confirmation must be issued by the bank where the shares are deposited and which is domiciled in a member state of the European Economic Area or a full OECD member state and must contain the information stipulated by Art. 10a Sec. 2 Stock Corporation Act. In accordance with item VII. Sec. 20 Art. 3 of the Articles of Association of the Company, the text form is sufficient for deposit confirmations. Deposit confirmations are accepted in German and English.
The deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, for the attention of Mr. Hutan Rahmani. They may also be sent in good time in PDF format as an attachment to an e-mail to the address anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations must also comply with the legal requirements in accordance with Art. 10a Stock Corporation Act.

4. Representation by proxy (Art. 53 SE Regulation in conjunction with Art. 106 para 8 Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 113 Stock Corporation Act, all shareholders entitled to participate at the Annual General Meeting have the right to appoint a natural or legal person as 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) must indicate the name(s) of the representative(s). However, the Company itself or a member of the Administrative Board or the Executive Directors may only exercise a proxy voting right to the extent the shareholder has given specific voting instructions with regard to 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 Art. 13 Sec. 2 Stock Corporation Act; 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 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 shareholders to present the power of attorney or its revocation either upon registering to the Annual General Meeting or to send it in advance by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax, +43 (0)1 8900 500 71, or in PDF format as an attachment to an e-mail to anmeldung.conwert@hauptversammlung.at, for the attention of Mr Hutan Rahmani. For the latter three forms of communication (post, fax or e-mail), the Company must receive the power of attorney or its revocation by Monday, 27 June 2016, 12 p.m. (noon), Vienna time, at the latest.
If a shareholder has granted power of attorney to his/her depository bank, it is sufficient if this bank, in addition to the deposit confirmation, declares in a statement that it has been granted power of attorney. The depository bank may submit these statements by SWIFT, GIBAATWGGMS (please indicate in the text Message Type MT598, ISIN AT0000697750) or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, by fax, +43 (0)1 8900 500 71, or in PDF format as an attachment to an e-mail to anmeldung.conwert@hauptversammlung.at, for the attention of Mr. Hutan Rahmani. In any case, the statement must be received by the Company by Monday, 27 June 2016, 12:00 p.m. (noon), Vienna time.
Shareholders should note that they must also meet the requirements to participate in an Annual General Meeting as described under item 3 (Right to participate and effective date of shareholding (Art. 53 SE Regulation in conjunction with Art. 106 para 6 and 7 Stock Corporation Act)) when they give a power of attorney to a representative.

5. Details on broadcasting the Annual General Meeting (Art. 53 SE Regulation in conjunction with Art. 106 para 2 Stock Corporation Act):

Please note that the presentation of the Executive Directors on the business year 2015 will be broadcasted on the internet at (http://www.conwert.at).

6. Total number of shares and voting rights at the time the Annual General Meeting was convened (Art. 53 SE Regulation in conjunction with Art. 106 para 9 Stock Corporation Act, Art. 83 Sec. 2 para 1 Stock Exchange Act):

At the time the Annual General Meeting was convened, the share capital of the Company amounted to Eur 472,968,060.00- and was split into 94,593,612 no-par shares, each of which represent an equal share in the share capital. Each no-par share grants the right to one vote at the Annual General Meeting. As of Wednesday, 25 May 2016, close of trading on the Vienna Stock Exchange, the Company owned 1,576,464 own shares, which do not bear voting rights, so that there are currently 93,017,148 voting rights after the own shares have been taken into account.
In order to ensure smooth registration procedures, shareholders are requested to arrive at the venue of the Annual General Meeting in good time before the meeting starts. The Company reserves the right to verify 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 official proof of identity (e.g. passport, identity card or driver's license) to the meeting. Shareholders will be admitted to collect ballots starting from 10.00 a.m., Vienna time.

Vienna, May 2016
The Administrative Board

(end)

Emitter:	conwert Immobilien Invest SE Alserbachstraße 32 1090 Vienna Austria
Contact Person:	Clemens Billek
Phone:	+43 1 52145-700
E-Mail:	cwi@conwert.at
Website:	www.conwert.at
ISIN(s):	AT0000697750 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)