DJ EQS-AGM: IMMOFINANZ AG: Invitation to the 31st Ordinary Shareholders' Meeting

===
EQS-News: IMMOFINANZ AG / Announcement of the Convening of the General Meeting
IMMOFINANZ AG: Invitation to the 31st Ordinary Shareholders' Meeting
2024-04-30 / 12:14 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
IMMOFINANZ AG
Invitation to
the 31^st Ordinary Shareholders' Meeting

We hereby invite our shareholders to the 31^st ordinary shareholders' meeting of IMMOFINANZ AG with its registered
office in Vienna, FN 114425y, to take place on 29 May 2024 at 10:00 a.m. CEST (Vienna local time) at Wiener Stadthalle,
hall F, Roland-Rainer-Platz 1, 1150 Vienna, Austria. If the completion of the ordinary shareholders' meeting on
29 May 2024 is not possible by 24:00 CEST (Vienna local time), the ordinary shareholders' meeting will be continued on
the following day, 30 May 2024 at 0:00 CEST (Vienna local time).

A. Agenda (Section 106 item 3 Austrian Stock Corporation Act)
1. Presentation of the adopted annual financial statements including the management report, the consolidated
corporate governance report, the consolidated financial statements including the group management report, the
proposal for the appropriation of the balance sheet profit and the report of the Supervisory Board on the business
year 2023.
2. Resolution on the appropriation of the balance sheet profit stated in the financial statements for the
business year 2023.
3. Resolution on the approval of the actions of the members of the Executive Board for the business year
2023.
4. Resolution on the approval of the actions of the members of the Supervisory Board for the business year
2023.
5. Election of the auditor for the individual and consolidated financial statements for the business year
2024 and the auditor for the consolidated sustainability report for the business year 2024.
6. Resolution on the remuneration policy for the Supervisory Board.
7. Resolution on the remuneration of the Supervisory Board members.
8. Resolution on the remuneration report for the remuneration of the members of the Executive Board and the
Supervisory Board for the business year 2023.
9. Elections to the Supervisory Board.
10. Resolution on authorisations of the Executive Board for the repurchase and sale of treasury shares other
than via the stock exchange or via a public offering, also with an authorisation of the Executive Board to exclude
the shareholders´ rights to a pro-rata disposal of their shares as well as to a pro-rata purchase of shares
(exclusion of subscription rights) and the authorisation of the Executive Board to redeem treasury shares.
11. Resolution on the authorisation of the Executive Board to issue convertible bonds and regarding
conditional capital.
Authorisation of the Executive Board to issue convertible bonds and exclusion of the shareholders' subscription
rights, together with the revocation of the existing authorisation to issue convertible bonds in the unused amount
as well as cancellation of existing conditional capital in the unused amount as resolved upon at the shareholder's
meeting of 3 May 2023 (Article 4 para (5) of the Articles of Association) and conditional increase of the share
capital (section 159 para 2 item 1 Austrian Stock Corporation Act) as well as corresponding amendments to the
Articles of Association in Article 4 (Registered Capital and Shares).
12. Resolution on the authorisation of the Executive Board to increase the share capital pursuant to section
169 Austrian Stock Corporation Act (authorized capital) against contributions in cash and/or in kind including the
authorisation of the Executive Board to exclude the shareholders' subscription rights, together with the revocation
of the authorisation granted to the Executive Board to increase the share capital (authorized capital) in the
unused amount and together with the related amendments to the Articles of Association in Article 4 (Registered
Capital and Shares).
13. Amendments to the Articles of Association in Article 17 (Implementation of the provisions of the Federal
Act on the Conduct of Virtual Shareholders' Meetings).

B. Provision of information (Section 106 item 4 Austrian Stock Corporation Act)
In accordance with section 108 Austrian Stock Corporation Act, in particular the following documents will be published
on the company's website (www.immofinanz.com) from the 21st day prior to the date of the ordinary shareholders'
meeting, therefore from 08 May 2024 at the latest:
a. Notice convening the shareholders' meeting
b. Motions for resolutions of the Executive Board and motions for resolutions and nominations of the
Supervisory Board
c. Annual financial statements and management report for the 2023 business year
d. Consolidated annual financial statements and group management report for the 2023 business year
e. Consolidated corporate governance report for the 2023 business year
f. Proposal for appropriation of the balance sheet profit
g. Report by the Supervisory Board to the shareholders' meeting according to section 96 Austrian Stock
Corporation Act
h. Remuneration policy for the Supervisory Board in accordance with agenda item 6
i. Remuneration report for the Executive Board and the Supervisory Board
j. Supplementary information on the candidates proposed by the Supervisory Board for election to the
Supervisory Board pursuant to agenda item 9 (curricula vitae, declarations pursuant to section 87 para 2 Austrian
Stock Corporation Act)
k. Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 10
(authorisation of the Executive Board for the repurchase and sale of treasury shares)
l. Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 11
(authorisation of the Executive Board to issue convertible bonds)
m. Report by the Executive Board justifying the exclusion of subscription rights concerning agenda item 12
(authorisation of the Executive Board to increase the share capital according to section 169 Austrian Stock
Corporation Act)
n. Comparison of Articles of Association
o. Forms of granting of power of attorney (proxy) (granting including instructions, revocation), also for
the proxy representative named by the company (Mr. Dominik Huber)

C. 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 (point D).
The written request for additional agenda items together with the confirmation of shareholding described above must be
received by the company on the 21st day prior to the date of the ordinary shareholders' meeting, hence on 08 May 2024
(Wednesday) 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 is currently composed of three members elected by the shareholders' meeting
(capital representatives) and shall in future be composed of four members elected by the shareholders' meeting (capital
===
(MORE TO FOLLOW) Dow Jones Newswires

April 30, 2024 06:14 ET (10:14 GMT)

===
representatives). It is pointed out that the quota regulation pursuant to section 86 para 7 Austrian Stock Corporation
Act does not apply to new elections to the Supervisory Board of the Company.
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 (point 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 7th business day prior to the date of the ordinary shareholders' meeting, hence on 17 May 2024
(Friday) 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 17 May 2024 (Friday) 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.

D. 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 19 May 2024 (Sunday),
24:00 (midnight) CEST (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 19 May
2024, 24:00 (midnight) CEST (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 24
May 2024, 24:00 (midnight) CEST (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.

E. 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 09:00
a.m. CEST (Vienna local time).

F. 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. CEST (Vienna local time) on the day
preceding the day of the shareholders' meeting (hence on 28 May 2024). 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
===
(MORE TO FOLLOW) Dow Jones Newswires

April 30, 2024 06:14 ET (10:14 GMT)