English translation of the German original version for convenience only. The German original version shall prevail. IMMOFINANZ AG

Transcription

1 IMMOFINANZ AG Invitation to an extraordinary Shareholders Meeting We hereby invite our shareholders to the extraordinary Shareholders Meeting of IMMOFINANZ AG with its registered office in Vienna, FN y, to take place on 20 January 2010 at a.m. in Austria Center Vienna, hall E, Bruno-Kreisky-Platz 1, AT-1220 Vienna. A. Agenda (Section 106 item 3 Austrian Stock Corporation Act) 1. Election of supervisory board members Adoption of a resolution on the election of two further members of the supervisory board of IMMOFINANZ AG. 2. Merger via absorption of IMMOEAST AG by IMMOFINANZ AG and increase in share capital of IMMOFINANZ AG by up to EUR 589,027, Adoption of a resolution on (a) the approval of the merger of IMMOEAST AG with its registered office in Vienna, FN d, as transferring company via universal legal succession through transfer of its assets as a whole together with all rights and responsibilities waiving liquidation with IMMOFINANZ AG as acquiring company in accordance with the provisions of the draft merger agreement of 17 December 2009 as well as (b) the increase of the registered share capital of IMMOFINANZ AG by up to EUR 589,027, for the creation of up to 567,363,702 no-par value bearer shares for the issuance to shareholders of IMMOEAST AG in the course of implementing the merger with IMMOEAST AG B. Provision of information (Section 106 item 4 Austrian Stock Corporation Act) The following documents will be published on the company s website ( from the 21 st day prior to the extraordinary Shareholders Meeting, hence from 30 December 2009 and made available for inspection by the shareholders during usual business hours from Monday to Friday from a.m. till p.m. at the company s registered office at 1120 Vienna, Gaudenzdorfer Gürtel 67 in accordance with Section 108 Austrian Stock Corporation Act: General documents: Notice convening the Shareholders Meeting Forms for granting and revocation of power of attorney (proxy) Form for granting and revocation of power of attorney (proxy) to IVA Austrian Shareholder Association (Interessenverband für Anleger) Page 1 of 6

2 Motions to agenda items 1 and 2 In relation to the spin-off (agenda item 1) (documents are provided only in German): Draft of the spin-off and takeover agreement of 17 December 2009 Annual financial statements and management reports of IMMOEAST AG for the last three business years Interim balance sheet of IMMOEAST AG as of 31 October 2009 Joint spin-off report by the executive boards of IMMOEAST AG and IMBEA IMMOEAST Beteiligungsverwaltung AG Audit report by PwC Wirtschaftsprüfungs GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft Reports by the supervisory boards of IMMOEAST AG and IMBEA IMMOEAST Beteiligungsverwaltung AG In relation to the merger (agenda item 2) (documents are provided only in German): Draft of the merger agreement of 17 December 2009 Annual financial statements and management reports of IMMOFINANZ AG and IMMOEAST AG for the last three business years Closing balance sheet of IMMOEAST AG as of 30 April 2009 as part of the annual financial statements as of 30 April 2009 Interim balance sheets of IMMOFINANZ AG and IMMOEAST AG as of 31 October 2009 Joint merger report by the executive boards of IMMOFINANZ AG and IMMOEAST AG Audit report by PwC Wirtschaftsprüfungs GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft Reports by the supervisory boards of IMMOFINANZ AG and IMMOEAST AG The above mentioned merger and spin-off documents have already been available since 18 December 2009 in accordance with Section 221a Austrian Stock Corporation Act. 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 whose shareholdings cumulatively equal or exceed five percent of the ordinary share capital of the company and who have been shareholders for at least three Page 2 of 6

3 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 agenda item has to be accompanied by a motion and a rationale. The requesting shareholder has to confirm his shareholding. In case of bearer shares held on custody accounts a custody account confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient. Such custody account 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 memberstate of the OECD. The custody account 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 troughout a period of at least three months prior to the filing of the request. For the required content of the custody account confirmation it is referred to the information regarding participation in the Shareholder s Meeting (point D). The 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 01 January at the latest, via mail at its business address AT-1120 Vienna, Gaudenzdorfer Gürtel 67, or via facsimile under the fax number +43 (0) Motions by shareholders (Section 110 Austrian Stock Corporation Act) Shareholders whose shareholdings 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 and, if applicable, comments by the executive or the supervisory board thereto shall be made available on the website of the company ( The requesting shareholder has to confirm his shareholding. In case of bearer shares held on custody accounts a custody account confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient. Such custody account 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 memberstate of the OECD. The custody account 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 troughout a period of at least three months prior to the filing of the request. For the required content of the custody account confirmation it is referred to the information regarding participation in the Shareholder s Meeting (point D). The request for additional agenda items together with the confirmation of shareholding described above must be received by the company on the seventh business day prior to the date of the extraordinary Shareholders Meeting, hence on 11 January at the latest, via mail at its business address AT-1120 Vienna, Gaudenzdorfer Gürtel 67, or via facsimile under the fax number + 43 (0) Page 3 of 6

4 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 extends to the company s legal and commercial relationships to affiliated companies. Providing the information may be refused as far as 1. providing the information could cause significant damage to the company or to an affiliate enterprise, 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 mail at its business address at AT-1120 Vienna, Gaudenzdorfer Gürtel 67 or per facsimile under the fax number +43 (0) D. Record date and prerequisites for participation in the Shareholders Meeting (Section 106 item 6 and item 7 Austrian Stock Corporation Act): The right to participate in the Shareholders Meeting and the right to exercise the rights to be asserted in the Shareholders Meeting requires the holding of shares in the company in the case of bearer shares and registration in the share register in the case of registered shares, each at the end of the tenth day prior to the Shareholders Meeting (record date). Hence, the record date is 10 January Only 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. Bearer shares In the case of bearer shares held on custody accounts a custody account confirmation in accordance with Section 10a Austrian Stock Corporation Act shall be sufficient for the confirmation of shareholding. Such custody account confirmation shall be issued by 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 custody account confirmation must contain the following details (Section 10a para 2 Austrian Stock Corporation Act): Details of the issuer: name/company, 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) Page 4 of 6

5 Details of the shares: number of the shares held by the shareholder, the class of shares or the internationally common securities identification number Custody account number or other identification Date to which the custody account confirmation refers to The custody account confirmation as confirmation of the shareholding for the participation in the Shareholders Meeting must refer to the above mentioned record date 10 January The custody account confirmation may be issued in German or English. The custody account confirmation must be received by the company on the third business day prior to the Shareholders Meeting, hence on 15 January at the latest via mail at its business address AT-1120 Vienna, Gaudenzdorfer Gürtel 67/4 or per facsimile under the fax number +43 (0) The custody account confirmations shall not be conveyed via SWIFT (Section 262 para 20 Austrian Stock Corporation Act). Registered shares In the case of registered shares only persons are entitled to participate in the Shareholders Meeting who are registered in the share register of the company on the record date, hence on 10 January Please bring the custody account confirmation or an official valid photo identification along to the Shareholders Meeting. E. 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 take part in the Shareholders Meeting has the right to appoint a natural or legal person as representative (proxy holder). The proxy holder takes part in the Shareholders Meeting on behalf of the shareholder and has the same rights as the shareholder he represents. The power of attorney (proxy) shall be granted to a specific person in text form and be transmitted to the company via mail at its business address AT-1120 Vienna, Gaudenzdorfer Gürtel 67 or per facsimile under the fax number +43 (0) Also the revocation of a power of attorney (proxy) shall be notified to the aforementioned address or fax number. The conveyance of the power of attorney (proxy) via SWIFT is not admissible (Section 262 para 20 Austrian Stock Corporation Act). The company provides forms for granting and revocation of a power of attorney on its website ( which also provides for the issuance of a limited power of attorney (proxy). Further, also a form for granting power of attorney (proxy) to the Page 5 of 6

6 IVA - Austrian Shareholder Association (Interessenverband für Anleger), Feldmühlgasse 22, AT-1130 Vienna is provided. In the case of bearer shares held on a custody account the name of the credit institution holding the custody account as well as the shares in custody number shall be quoted in order to identify the shareholder. If the shareholder has granted power of attorney (proxy) to the credit institution holding the shares in custody it is sufficient if the credit institution states that it has been granted power of attorney (proxy) in addition to the custody account confirmation. F. Total number of shares and voting rights (Section 106 item 6 Austrian Stock Corporation Act) As of the date of the notice convening the extraordinary Shareholders Meeting the company has issued 459,050,888 no-par value bearer shares as well as six no-par value registered shares whereby each share grants one vote. As of today the company does not hold treasury shares and thus 459,050,894 voting rights can be exercised at present. Vienna, 23 December 2009 The Executive Board of IMMOFINANZ AG Page 6 of 6