UBM Realitätenentwicklung AG: Invitation to a shareholders´ meeting

Wien (pta011/17.04.2015/09:00 UTC+2) UBM Realitätenentwicklung Aktiengesellschaft
FN 100059 x
Invitation to a shareholders' meeting

We hereby invite our shareholders to the
134th ordinary shareholders' meeting of UBM Realitätenentwicklung Aktiengesellschaft to be held
on Wednesday, 20 May 2015, at 11 a.m. (CET)
in 1120 Vienna, Am Euro-Platz 2, EURO-PLAZA, Building G.

Agenda
1. Presentation of the annual financial statements including the management report, the corporate governance report, the consolidated financial statements including the group management report, the proposal for appropriation of the profit and the report made by the Supervisory Board for the financial year 2014
2. Resolution on appropriation of the net profit
3. Resolution on approval of the actions of the members of the Board of Management for the financial year 2014
4. Resolution on approval of the actions of the Supervisory Board members for the financial year 2014
5. Election of the auditor and group auditor for the financial year 2015
6. Resolution on the reassessment and due date of the remuneration of the supervisory board members
7. Resolution on
a) the change of the name of the company to UBM Development AG
b) the amendment of the articles of association
8. Resolution on the authorization of the Management Board
a) to purchase own shares pursuant to Section 65 para 1 no 4 and no 8 as well as para 1a and para 1b Stock Corporation Act both via the stock exchange and also outside thereof to the extent up to 10 % of the share capital, where the pro rata right to dispose of shares is also excluded (reverse exclusion of subscription rights)
b) pursuant to Section 65 para 1b Stock Corporation Act to resolve with respect to the disposal respectively utilization of own shares on the kind of disposal other than via the stock exchange or by way of public offering by applying the provisions on the exclusion of subscription rights correspondingly

DOCUMENTS FOR THE SHAREHOLDERS' MEETING
In particular, the following documents will be made available on the company's website at www.ubm.at/hv not later than from 29 April 2015:
- annual financial statements including the management report,
- corporate governance report,
- consolidated financial statements including the group management report,
- proposal for appropriation of the profit,
- report of the Supervisory Board,
each for the financial year 2014;
- proposals for resolutions on the items 2 to 8 of the agenda,
- report of the Management Board pursuant to Section 65 para 1b Stock Corporation Act (AktG) in connection with Section 170 para 2 and Section 153 para 4 second sentence AktG to TOP 8 - purchase of own shares
- reassessment of the Articles of Association,
- form for granting proxy,
- form for revocation of proxy,
- full text of this invitation to the shareholders' meeting.

INFORMATION ON THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109, 110, 118 AND 119 AKTG

AMENDMENTS TO THE AGENDA BY SHAREHOLDERS
Shareholders whose shares in the aggregate account for 5% of the share capital and who have held those shares for at least three months prior to filing the motion may request in writing that additional items be included in the agenda of this shareholders' meeting and that they be published, provided that such request is received in writing by the company not later than by 29 April 2015 exclusively at the address 1210 Vienna, Floridsdorfer Hauptstraße 1, Legal Department, to the attention of Ms. Dr. Saskia Machold. Every item so requested to be included in the agenda must be accompanied by a proposal for resolution including a statement of the reasons. The shareholder status has to be evidenced by providing a deposit receipt as defined in Section 10a AktG, which certifies that the requesting shareholders have held their shares for at least three months prior to filing the request and such evidence must not be older than seven days at the time of presentation to the company. As regards other deposit receipt requirements reference is made to the information about the right to attend shareholders' meetings.

SHAREHOLDERS' PROPOSALS FOR RESOLUTION REGARDING THE AGENDA
Shareholders whose shares in the aggregate account for 1% of the share capital may submit proposals for resolution including a statement of the reasons regarding any item on the agenda in text format and may request that such proposals including the statement of reasons be made available on the company's website, provided that such request in text format is received by the company by 08 May 2015 either by fax to +43 (0)50626 1636 or at the address 1210 Vienna, Floridsdorfer Hauptstraße 1, Legal Department, to the attention of Ms. Dr. Saskia Machold, or by email at saskia.machold@ubm.at, with such request to be attached in text format to the email message, for example as a PDF file.
The shareholder status must be evidenced by presenting a deposit receipt as defined in Section 10a AktG, which must not date back more than seven days at the time of presentation to the company. As regards the other deposit receipt requirements reference is made to the information about the right to attend shareholders' meetings.

RIGHT TO INFORMATION
At the shareholders' meeting every shareholder shall, upon request, be informed about company matters to the extent such information is required for proper assessment of an item on the agenda.
Such information may be denied if, according to the reasonable judgement of an entrepreneur, disclosure of the same might cause a material disadvantage to the company or an affiliated enterprise or might be a punishable offence.
For reasons of procedural economy please submit any questions the answering of which will require an extended period of preparation in text format to the Management Board timely before the shareholders' meeting. Questions may be sent to the company by post to the address UBM Realitätenentwicklung Aktiengesellschaft, Legal Department, to the attention of Ms. Dr. Saskia Machold, 1210 Vienna, Floridsdorfer Hauptstraße 1, or by fax to +43 (0)50626 1636.

MOTIONS AT SHAREHOLDERS' MEETINGS
Every shareholder, irrespective of the number of shares s/he holds, is entitled to file a motion at the shareholders' meeting with respect to any item on the agenda.

INFORMATION ON THE WEBSITE
Further information on these shareholder rights as defined in Sections 109, 110, 118 and 119 AktG are now available on the company's website at www.ubm.at/hv.

RECORD DATE AND ATTENDANCE AT THE SHAREHOLDERS' MEETING

The right to attend a shareholders' meeting and to exercise voting rights and other shareholder rights which are to be claimed in connection with shareholders' meetings depend on the shares held at the end of 10 May 2015, midnight (CET) (Record Date).
Only persons who are shareholders at the Record Date and provide evidence thereof to the company are entitled to attend the shareholders' meeting.
The number of shares held as of the Record Date must be evidenced by providing a deposit receipt as defined in Section 10a AktG, which must be received by the company by 15 May 2015, exclusively at one of the addresses stated below.

By post:
HV-Veranstaltungsservice GmbH
Code word: UBM HV
Köppel 60
8242 St. Lorenzen/Wechsel
Austria

By fax:
+43 (0)1 8900 500-77

By email:
anmeldung.ubm@hauptversammlung.at, with the deposit receipt to be attached to the email message in text format, for example as a PDF file

Via SWIFT:
GIBAATWGGMS; message type MT598; please ensure that the respective ISIN of the shares of the company is included in the text

DEPOSIT RECEIPT AS DEFINED IN SECTION 10a AKTG
The deposit receipt must be issued by the bank keeping the securities account, which shall have its registered office in a Member State of the European Economic Area or in a Full Member State of the OECD, and must contain the following information:
- information on the issuer: name and address or a standard code used for transactions between banks (BIC),
- information on the shareholder: name, address, date of birth in the case of individuals, register and register number in the case of legal entities,
- information on the shares: number of shares held by the shareholder, ISIN of the shares of the company,
- securities account number or any other designation,
- time or period to which the deposit receipt refers.
Deposit receipts as evidence of the shareholding for attendance at shareholders' meetings must refer to the Record Date stated above, i.e. 10 May 2015.
Deposit receipts will be accepted in German or in English.

REPRESENTATION BY PROXY
Every shareholder who is entitled to attend the shareholders' meeting has the right to appoint a proxy, who shall attend the shareholders' meeting on behalf of the shareholder and who shall have the same rights as the shareholder s/he represents.
A proxy must be granted to a specific person (an individual or a legal entity) in text format, and also several persons may be granted proxy.
The proxy shall be submitted to the company exclusively at one of the addresses stated below:

By post:
HV-Veranstaltungsservice GmbH
Code word: UBM HV
Köppel 60
8242 St. Lorenzen/Wechsel
Austria

By fax:
+43 (0)1 8900 500-77

By email:
anmeldung.ubm@hauptversammlung.at, with the proxy to be attached to the email message in text format, for example as a PDF file

Personally:
At the time of registration for the shareholders' meeting at the place of the meeting.

A form for granting proxy and a form for revocation of proxy will be sent upon request and are available on the company's website at www.ubm.at/hv.
If a shareholder granted proxy to the bank that keeps his/her securities account(s), a confirmation of the bank in addition to the deposit receipt to the effect that it was granted proxy shall suffice. For transmission of that confirmation Section 10a (3) AktG shall apply mutatis mutandis.
If the proxy is not handed in personally at the time of registration at the shareholders' meeting, the proxy must be received by the company by 19 May 2015, 4 p.m. (CET).
The foregoing regulations on granting of proxies shall apply mutatis mutandis to the revocation of proxies.
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 shareholders' meeting. A special proxy form for this purpose can be downloaded from the company's website at www.ubm.at/hv. Shareholders can also contact Dr. Michael Knap of the IVA directly by calling +43 (0)1 8763343-30, by fax at +43 (0)1 8763343-39 or by e-mail at michael.knap@iva.or.at.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time of the convocation of the shareholders' meeting, the share capital of the company amounts to EUR 18.030.000,-- and is divided into 6.010.000 no-par value bearer shares. Each share carries one vote. The company neither holds directly nor indirectly any shares of treasury stock at the time of the convocation of the shareholders' meeting. Therefore, the total number of shares entitled to attend and vote amounts to 6.010.000 shares at the time the shareholders' meeting is convened.

We kindly ask you to have a valid official photo identification document ready for registration.
Admission for collection of voting cards will start at 10 a.m. (CET).

Vienna, 17 April 2015
The Board of Management of
UBM Realitätenentwicklung Aktiengesellschaft

(end)

Emitter:	UBM Realitätenentwicklung AG Floridsdorfer Hauptstraße 1 1210 Wien Austria
Contact Person:	Dr. Julia Kozielski
Phone:	+43 50-626-3827
E-Mail:	julia.kozielski@ubm.at
Website:	www.ubm.at
ISIN(s):	AT0000815402 (Share) AT0000A0G231 (Bond) AT0000A0QR71 (Bond) AT0000A185Y1 (Bond)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade); Free Market in Frankfurt (Basic Board)