EQS-AGM: IMMOFINANZ AG: Invitation to the Extraordinary Shareholders’ Meeting

IMMOFINANZ AG

Invitation to

the Extraordinary Shareholders’ Meeting

We hereby invite our shareholders to the extraordinary shareholders’ meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425y, to take place on 30 January 2025 at 11:00 a.m. (Vienna local time) at Hotel PLAZA Premium Wien, Hertha-Firnberg-Straße 5, 1100 Vienna, Austria. If the completion of the extraordinary shareholders’ meeting on 30 January 2025 is not possible by 24:00 (Vienna local time), the extraordinary shareholders’ meeting will be continued on the following day, 31 January 2025 at 0:00 (Vienna local time). It is noted that, due to the brevity of the agenda, only drinks will be offered at the extraordinary shareholders’ meeting, but not food.

1. Agenda (Section 106 item 3 Austrian Stock Corporation Act)

1. Appointment and election of new members to the Supervisory Board
2. Amendment of the articles of association in § 1 para 1 (company name)

The shareholders’ meeting is convened at the written request of the core shareholder CPI Property Group S.A. in accordance with Section 105 para 3 Austrian Stock Corporation Act.

2. Provision of information (Section 106 item 4 Austrian Stock Corporation Act)

In accordance with Section 108 para 3 and 4 Austrian Stock Corporation Act, in particular the following documents will be published on the company’s website registered in the commercial register (www.immofinanz.com) from the 21^st day prior to the date of the extraordinary shareholders’ meeting, therefore from 09 January 2025 at the latest:

1. Request for the invitation of an extraordinary shareholders’ meeting of IMMOFINANZ AG pursuant to Section 105 para 3 Austrian Stock Corporation Act of the shareholder CPI Property Group S.A.
2. Agenda together with proposed resolutions and justification of the shareholder CPI Property Group S.A.
3. Curriculum vitae and declarations of the candidates proposed by the shareholder CPI Property Group S.A. for election to the Supervisory Board in accordance with Section 87 para 2 Austrian Stock Corporation Act
4. Forms of granting of power of attorney (proxy) (granting including instructions, revocation), also for the proxy representative named by the company (Mr. Ewald Oberhammer)
5. Complete text of this invitation.

3. Information regarding shareholders’ rights (Section 106 item 5 Austrian Stock Corporation Act)

1. Request of agenda items by shareholders (Section 109 Austrian Stock Corporation Act)

Shareholders who have been holding, individually or cumulatively, five percent of the ordinary share capital of the company for a period of at least three months prior to the filing of the request may demand in writing that items shall be put on the agenda of the shareholders’ meeting and shall be published. Each such agenda item has to be accompanied by a motion and a rationale.

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission and shall confirm that the shareholder has been holding the shares throughout a period of at least three months prior to the filing of the request. In case of several shareholders who only cumulatively reach the required shareholding of five percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding further required content of the depository confirmation it is referred to the information for participating in the shareholders’ meeting (item D).

The written request for additional agenda items together with the confirmation of shareholding described above must be received by the company on the 19^th day prior to the date of the extraordinary shareholders’ meeting, hence on 11 January 2025 (Saturday) at the latest,

• via mail, courier service or personally delivered, signed by hand, during normal office hours at its business address at AT-1100 Vienna, Wienerbergstraße 9, or
• via e-mail with qualified electronic signature to the address: hauptversammlung@immofinanz.com, or
• by credit institutions according to Section 114 para 1 sentence 4 Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598 or MT599 (specification of the ISIN AT0000A21KS2 is necessary).

2. Motions by shareholders (Section 110 Austrian Stock Corporation Act)

Shareholders whose shareholdings, individually or cumulatively, equal or exceed one percent of the ordinary share capital of the company may file for each item of the agenda a motion in text form (in writing, no signature required) with the company and demand that these motions together with the names of the filing shareholders, their rationales which are to be attached and, if applicable, comments by the executive or the supervisory board thereto shall be made available on the website of the company (www.immofinanz.com).

In case of a motion for election of a Supervisory Board member the declaration by the proposed candidate in accordance with Section 87 para 2 Austrian Stock Corporation Act substitutes the rationale.

The Supervisory Board of IMMOFINANZ AG currently consists of four members elected by the shareholders’ meeting. In addition, there are two Supervisory Board members delegated in accordance with the Austrian Labour Constitution Act (Arbeitsverfassungsgesetz) (employee representatives). It is pointed out that the quota regulation pursuant to Section 86 para 7 Austrian Stock Corporation Act applies to new elections to the company's Supervisory Board only if – as proposed for resolution – the elections result in six capital representatives as members of the Supervisory Board. In this case, the minimum quota pursuant to Section 86 para 9 Austrian Stock Corporation Act must be fulfilled by the Supervisory Board as a whole if neither the majority of the capital representatives appointed in accordance with the Articles of Association nor the majority of the employee representatives delegated in accordance with Section 110 Austrian Labour Constitution Act (Arbeitsverfassungsgesetz) object to the overall compliance towards the chairwoman of the supervisory board at least six weeks prior to election or delegation. Since no objection has been raised, overall compliance is required in accordance with Section 86 para 7 Austrian Stock Corporation Act. If the elections result in six capital representatives, at least two seats on the Supervisory Board must be occupied by women and at least two seats on the Supervisory Board must be occupied by men to meet the minimum quota regulation pursuant to Section 86 para 7 Austrian Stock Corporation Act. As at the date of the notice convening the shareholders’ meeting, two women and two men are elected to the Supervisory Board as capital representatives. In accordance with Section 110 Austrian Labour Constitution Act (Arbeitsverfassungsgesetz), two male members are delegated to the Supervisory Board. If the composition of the Supervisory Board changes prior to the shareholders’ meeting, the company will inform about this on the company's website (www.immofinanz.com) in accordance with Section 106 para 5 Austrian Stock Corporation Act.

The requesting shareholder has to confirm its shareholding. In case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD. The depository confirmation shall not be dated more than seven days prior to the date of submission. In case of several shareholders who only cumulatively reach the required shareholding of one percent of the ordinary share capital, depository confirmations for all shareholders must refer to the same point in time (date, time).

Regarding the further required content of the depository confirmation it is referred to the information for participating in the shareholders’ meeting (item D).

The motion as well as nominations for Supervisory Board members including declarations pursuant to Section 87 para 2 Austrian Stock Corporation Act for each person proposed together with the confirmation of shareholding described above must be received on the seventh business day prior to the date of the extraordinary shareholders’ meeting, hence on 21 January 2025 (Tuesday) at the latest,

• via e-mail to the address: hauptversammlung@immofinanz.com, or
• via mail, courier service or personally delivered at its business address at AT-1100 Vienna, Wienerbergstraße 9, or
• via facsimile under the fax number +43 (0) 1 88090-8259.

Motions compliant with the law will be published on the website of IMMOFINANZ AG no later than two business days after receipt (Section 110 Austrian Stock Corporation Act).

3. Right of information (Section 118 Austrian Stock Corporation Act)

Each shareholder shall, upon request, be informed at the shareholders’ meeting regarding the company’s affairs as far as necessary for a proper judgement in respect of items of the agenda. The information right also relates to the company’s legal and commercial relationships to its affiliated companies.

Providing the information may be rejected as far as

1. providing the information could, subject to reasonable business judgement, cause significant damage to the company or to an affiliate company, or
2. providing the information would constitute an offence.

Questions requiring a certain preparation time to answer may, in the interest of an efficient session, be submitted to the company in text form (in writing, no signature required) prior to the shareholders’ meeting in a timely manner.

These questions may be conveyed to the company

• via e-mail to the address: hauptversammlung@immofinanz.com, or
• via mail, courier service or personally delivered at its business address at AT-1100 Vienna, Wienerbergstraße 9, or
• via facsimile under the fax number + 43 (0) 1 88090-8259.

4. Motions by shareholders during the shareholders’ meeting (Section 119 Austrian Stock Corporation Act)

Every shareholder – regardless of the shareholding amount – has the right to bring forward motions in respect to each item on the agenda at the shareholders’ meeting. If several motions are made to the same agenda item, Section 119 para 3 Austrian Stock Corporation Act allows the chairperson to determine the order in which the motions are voted on.

However, a shareholder motion for the election of a member of the Supervisory Board requires the timely submission of a nomination in accordance with Section 110 Austrian Stock Corporation Act: only shareholders whose shares collectively amount to 1% of the share capital can nominate people for election to the Supervisory Board. These nominations must be delivered to the company no later than 21 January 2025 (Tuesday) as described above (item C.2.). Each nomination must include a declaration by the nominated person in accordance with Section 87 para 2 Austrian Stock Corporation Act. Otherwise, the shareholder motion for the election of a member of the Supervisory Board may not be taken into account during the vote.

4. Record date and prerequisites for participation in the shareholders’ meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act):

For the right to participate in the shareholders’ meeting and to exercise shareholder rights shares of the company must be held at the end of the tenth day prior to the shareholders’ meeting (record date), this is 20 January 2025 (Monday), 24:00 (midnight) (Vienna local time).

Only such persons are entitled to participate in the shareholders’ meeting who are shareholders at the end of the record date and confirm this vis-à-vis the company.

In the case of bearer shares held on securities accounts a depository confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient for the confirmation of the shareholding. Such depository confirmation shall be issued by a credit institution with its registered office in a member state of the European Economic Area or in a full member state of the OECD.

The depository confirmation must contain the following details (Section 10a para 2 Austrian Stock Corporation Act):

• Details of the issuer: name (company name), address or a standard code used in communications between credit institutions
• Details of the shareholder: name/company, address, in case of natural persons the date of birth and in case of legal persons the register and registration number (if applicable)
• Details of the shares: number of the shares held by the shareholder, the class of shares or the international securities identification number
• Securities account number or other identification
• Declaration that the depository confirmation refers to the balance of the securities account as of 20 January 2025, 24:00 (midnight) (Vienna local time).

The depository confirmation may be issued in German or English.

The depository confirmation must be received on the third business day prior to the shareholders’ meeting, hence on 27 January 2025, 24:00 (midnight) (Vienna local time) at the latest

• as document signed by officers representing the issuing credit institution via mail or courier service at the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel, or
• per facsimile under the fax number +43 (0) 1 8900-50050, or
• per e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (depository confirmation as pdf-document attached to the e-mail), or
• per SWIFT to the address GIBAATWGGMS, Message Type MT598 or MT599 (specification of the ISIN AT0000A21KS2 is necessary).

Credit institutions are kindly asked to send depository confirmations collectively in the form of a list.

5. Access to the shareholders’ meeting

Conveyance of the depository confirmation is deemed as registration for participation in the shareholders’ meeting. The shareholders or their representatives are requested to present an official photo identification (driving licence, passport, identity card) at the entrance for identity verification purposes. Pick up of voting cards starts at 10:00 a.m. (Vienna local time).

6. Appointment of a representative (proxy holder) (Section 106 item 8 Austrian Stock Corporation Act)

According to Section 113 Austrian Stock Corporation Act each shareholder, who is entitled to participate in the shareholders’ meeting has the right to appoint a natural or legal person as its representative (proxy holder). The proxy holder participates in the shareholders’ meeting on behalf of the shareholder and has the same rights as the shareholder it represents. Each proxy shall clearly specify the proxy holder by name. The shareholder is not restricted regarding number and choice of proxy holders, however, the company itself or members of the executive board or supervisory board may only exercise voting right as proxy holders insofar as the shareholder has issued explicit voting instructions.

The power of attorney (proxy) shall be granted to a specific person. Powers of attorney (proxies) as well as their revocations shall be issued in text form (written, no signature required).

A shareholder may grant power of attorney (proxy) to the credit institution where the shares are held on a securities account. In such case, in addition to the depository confirmation, it is sufficient that the credit institution confirms to the company, in a permitted way (see above), that it has been granted power of attorney (proxy); in such case the power of attorney (proxy) does not need to be conveyed to the company separately.

An issued power of attorney (proxy) may be revoked by the shareholder. The revocation shall only be effective after receipt by the company. Declarations on the issuing of power of attorney (proxy) and respective revocations can be conveyed to the company solely via the following ways:

• via mail or courier service at the address HV-Veranstaltungsservice GmbH, Köppel 60, AT-8242 St. Lorenzen am Wechsel;
• per facsimile under the fax number + 43 (0) 1 8900-50050;
• via e-mail to the address: anmeldung.immofinanz@hauptversammlung.at (as scanned PDF-document attached to the e-mail);
• personally delivered at the entrance to the shareholders’ meeting
• by credit institutions according to Section 114 para 1 sentence 4 Austrian Stock Corporation Act per SWIFT to the address GIBAATWGGMS, Message Type MT598 or MT599 (specification of the ISIN AT0000A21KS2 is necessary).

The power of attorney (proxy) or a revocation shall be received by 04:00 p.m. (Vienna local time) on the day preceding the day of the shareholders’ meeting (hence on 29 January 2025). After this point in time the power of attorney (proxy) or a revocation shall be personally delivered on the date of the shareholders’ meeting at the meeting venue during registration.

Also Mr. Ewald Oberhammer, Attorney, is available to the shareholders as proxy holder in order to exercise their voting rights in the shareholders’ meeting.

Declarations on the issuing of power of attorney (proxy) to Mr. Ewald Oberhammer must be conveyed in one of the above-mentioned ways. It is also possible to contact Mr. Ewald Oberhammer directly by e-mail at oberhammer.immofinanz@hauptversammlung.at.

As an independent proxy, Mr Ewald Oberhammer will exercise the voting rights at the shareholders’ meeting solely based on and within the limits of the instructions given by the respective shareholder in relation to the individual agenda items.

The company has provided forms for granting of a power of attorney (proxy) on its website (www.immofinanz.com). In order to facilitate the administration of the powers of attorney (proxies) shareholders are kindly asked to use the forms provided on the website.

7. Data Protection Information

During the preparation and conduct of the shareholders’ meeting, the company processes personal data of the shareholders and their proxy holders (in particular those pursuant to Section 10a para 2 Austrian Stock Corporation Act, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder and, if applicable, designation of the class or ISIN/WKN, the proxy card number and the name and date of birth of any proxy nominated by the shareholder) on the basis of the applicable data protection provisions, in particular the European Data Protection Basic Regulation (GDPR) and the Austrian Data Protection Act (DSG), in order to enable shareholders to exercise their rights at the shareholders’ meeting. If shareholders and/or their proxy holders do not provide the data or do not provide it to the required extent, participation in the shareholders’ meeting is not possible.

Personal data is processed for the purposes of verifying the eligibility of shareholders and/or their proxy holders to participate and exercising shareholders' rights, as well as for handling the shareholders’ meeting, including the preparation of the registration and attendance lists and the minutes of the shareholders’ meeting, and is absolutely necessary for these purposes. The provisions of the Austrian Stock Corporation Act, in particular Sections 111 - 114, 117 and 120 of the Austrian Stock Corporation Act, which represent legal obligations of the company within the meaning of Art 6 para 1 lit c GDPR, provide the legal basis under data protection law for the processing of the personal data of shareholders and/or their proxy holders. For processing IMMOFINANZ AG is person responsible according to Art 4 lit 7 GDPR.

For organisation of the shareholders’ meeting IMMOFINANZ AG makes use of external service providers (in particular notaries, lawyers, credit institutions and IT- and back-office service providers). Service providers and processors of IMMOFINANZ AG receive only such personal data from IMMOFINANZ AG as are necessary for the execution of the commissioned service and process these data exclusively according to instructions of IMMOFINANZ AG. To the extent required by law, IMMOFINANZ AG has entered into a data protection agreement with the service providers.

If a shareholder participates in the shareholders’ meeting, all shareholders present or their representatives, the members of the executive board and supervisory board, the notary and all other persons with a legal right to participate may inspect the legally prescribed list of participants (Section 117 Austrian Stock Corporation Act) and thereby also inspect the personal data specified therein (including name, place of residence, shareholding). In compliance with the statutory obligation, IMMOFINANZ AG also transmits personal data of shareholders and their proxy holders to public authorities: The shareholder's personal data, which must be included in the list of participants pursuant to Section 117 of the Austrian Stock Corporation Act, will be transmitted to the competent commercial register court pursuant to Section 120 para 4 of the Austrian Stock Corporation Act. The list of participants shall be attached to the minutes of the shareholders’ meeting, which shall be recorded in the commercial register in the publicly accessible collection of documents. Data may also be transmitted to the Vienna Stock Exchange, Warsaw Stock Exchange, the Austrian Financial Market Authority or the Austrian Kontrollbank on a case-by-case basis. In addition, personal data will not be passed on to third parties.

The personal data of shareholders and/or their proxy holders will be stored until the end of the seven-year statutory retention period. In addition, the personal data may be stored for a maximum of another three years if they are of significance for pending court or official proceedings, in which IMMOFINANZ AG is party (Section 212 Austrian Commercial Code). Afterwards the data of the participants will be deleted.

Under the applicable legal requirements, every shareholder and/or proxy holder has a right at any time to information, correction, deletion or restriction of the processing of his personal data, the right to object to the processing and the right to data transfer.

Shareholders and/or proxy holders may use these rights against IMMOFINANZ AG gratuitously via retrievable web formular on www.immofinanz.com/en/gdpr or via the following contact details:

IMMOFINANZ AG

Attn: Data Protection Coordinator

Wienerbergstraße 9

1100 Vienna

Austria

In addition shareholders have a right of appeal to the data protection authority (https://data-protection-authority.gv.at) according to Art 77 GDPR.

8. Total number of shares and voting rights (Section 106 item 9 Austrian Stock Corporation Act)

As at the date of the notice convening the shareholders’ meeting the company has issued 138,669,711 non-par value bearer shares whereby each share grants one vote. IMMOFINANZ AG holds 695,585 treasury shares. Voting rights granted by these shares cannot be exercised according to Section 65 para 5 Austrian Stock Corporation Act. Hence 137,974,126 voting rights can be exercised. If the number of granted voting rights changes until the day of the shareholders meeting the company will provide respective information according to Section 120 para 2 lit 1 Austrian Stock Exchange Act.

Vienna, 09 January 2025 
 

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)

AT0000A21KS2