conwert Immobilien Invest SE: INVITATION to the 14th Annual General Meeting

Vienna (pta017/08.05.2015/11:23 UTC+2) TRANSLATION OF THE ORIGINAL INVITATION IN GERMAN; THIS TRANSLATION IS FOR INFORMATION PURPOSES ONLY.

conwert Immobilien Invest SE, Vienna, Company Number FN 212163 f (the "Company") INVITES the shareholders of conwert Immobilien Invest SE to the 14th Annual General Meeting on 5 June 2015 at 2 p.m. CEST at Haus der Industrie, Schwarzenbergplatz 4, 1031 Vienna with the following Agenda:

1. Presentation of the approved annual financial statements as of 31 December 2014 in accordance with the Austrian Commercial Code (UGB), including notes and management report, Corporate Governance Report, the IFRS consolidated financial statements as of 31 December 2014 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 to ratify the actions of the members of the Administrative Board for the 2014 business year.

3. Resolution to ratify the actions of the members of the Executive Board for the 2014 business year.

4. Appointment of the auditor of the UGB annual financial statements and the IFRS consolidated financial statements for the 2015 business year.

5. Administrative Board elections.

1. Provision of information (Art. 53 SE Regulation in conjunction with Art. 106 (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 15 May 2015, 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, which does not require a resolution.

+ UGB annual financial statements as of 31 December 2014, including notes and management report.

+ Corporate Governance Report.

+ IFRS consolidated financial statements as of 31 December 2014, including notes and management report.

+ Report of the Administrative Board in accordance with Art. 41 Sec. 2 and 3 SE Act.

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

+ Curriculum vitae and statement by the candidate/candidates related to agenda item 5 as per Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act.

The convening notice is also available with immediate effect on the Company's website http://www.conwert.at.

From the 21st day prior to the Annual General Meeting, i.e. from 15 May 2015, 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 (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 authorised company signature by each applicant or an e-mail with a 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 justification. The shareholders shall have held shares for at least three months prior to filing the request.

The applicant has to prove his/her shareholdings 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 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 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 refer to the details under agenda 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 15 May 2015 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32 for the attention of Julia Weber; 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 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 justification, and may call for 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 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 the justification for it, shall in any case be written in German.

The applicant has to prove his/her shareholdings 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 refer to the details under agenda 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 26 May 2015 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 requests in this regard to shall be marked for the attention of Julia Weber.

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 subsidiaries and associates. 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 judgement, it could cause a substantial disadvantage for the company or an associate, or if providing such information could constitute an 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 29 May 2015, and this information remains available on the website for a month after the Annual General Meeting, i.e. at least until 6 July 2015.

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 Julia Weber.

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 origin.

+ 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 shall 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, 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 Julia Weber. 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 26 May 2015 at the latest, in the manner stated above in agenda 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 (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 conditional on the shareholdings at the end of the tenth day prior to the Annual General Meeting (effective date of shareholding), i.e. at midnight on Tuesday, 26 May 2015.

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

The confirmation of shareholdings on 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 1 June 2015 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. In accordance with item VII. Art. 20 Sec. 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 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, text form shall be 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 Julia Weber. 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.

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

In accordance with Art. 53 SE Regulation in conjunction with Art. 113 Stock Corporation Act, all shareholders entitled to participate in the Annual General Meeting have 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). However, the Company itself or a member of the Administrative Board or the Executive Board may only exercise a proxy voting right insofar as the shareholder has given specific instructions regarding on exercising the voting right 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 Julia Weber. For the latter three forms of communication (post, fax or e-mail), the Company must receive the power of attorney or its revocation by 3 June 2015, 12:00 CEST.

If a shareholder has granted power of attorney to his/her depository bank, 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 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 Julia Weber. In any case, the statement must be received by the company by 3 June 2015, 12:00 CEST. Shareholders should note that they also have to meet the requirements to participate in an Annual General Meeting as described under agenda item 3 (Right to participate and effective date of shareholding (Art. 53 SE Regulation in conjunction with Art. 106 (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 (2) Stock Corporation Act):

Please note that the Administrative Board's presentation on the business year 2014 will be broadcast 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 (9) Stock Corporation Act, Art. 83 Sec. 2 (1) Stock Exchange Act):

At the time the Annual General Meeting was convened, the share capital of the Company amounted to EUR 426,796,365 and was 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 7 May 2015, close of trading on the Vienna Stock Exchange, the Company owned 2,576,464 treasury shares which do not involve voting rights, so that there are currently 82,782,809 voting rights after these treasury 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 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 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 13:00 CEST.

Vienna, May 2015

The Administrative Board

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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)