IMMOFINANZ AG: Invitation to the 17th Ordinary Shareholders' Meeting

IMMOFINANZ AG / Announcement of the Convening of the General Meeting

30.08.2010 18:19

Announcement of the Convening of the General Meeting, transmitted by DGAP
- a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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IMMOFINANZ AG

Invitation to 
the 17th Ordinary Shareholders' Meeting 

We hereby invite our shareholders to the 17th ordinary shareholders'
meeting of IMMOFINANZ AG with its registered office in Vienna, FN 114425 y,
to take place on 28 September 2010 at 11.00 a.m. CET/CEST (Vienna local
time) in Austria Center Vienna, hall F, Bruno-Kreisky-Platz 1, AT-1220
Vienna.

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

1. Presentation of the adopted annual financial statements including the
management report, the corporate governance report, the consolidated
financial statements including the group management report and the report
of the supervisory board on the 2009/2010 business year.

2. Resolution on the approval of the actions of the executive board members
as well as the supervisory board members for the 2009/2010 business year.

3. Resolution on the determination of the remuneration of the supervisory
board members for the 2009/2010 business year.

4. Election of the auditor for the annual financial statements and
consolidated financial statements for the 2010/2011 business year.

5. Resolution on

a) the revocation (i) of the authorisation granted to the executive board
at the 13th ordinary shareholders' meeting held on 28 September 2006 to
issue, also in several tranches and subject to the approval of the
supervisory board, convertible bonds with conversion rights or subscription
rights in respect of up to 55,940,125 ordinary voting bearer shares of the
company representing a pro-rata amount of the share capital of the company
of up to EUR 58,076,106.11 within a period of five years after the the date
of the resolution with exclusion of the subscription rights of the
shareholders, and (ii) of the authorisation granted to the executive board
at the 14th ordinary shareholders' meeting held on 27 September 2007 to
issue, also in several tranches and subject to the approval of the
supervisory board, convertible bonds with conversion rights or subscription
rights in respect of up to 151,060,596 ordinary voting bearer shares of the
company representing a pro-rata amount of the share capital of the company
of up to EUR 156,828,594.90 within a period of five years after the date of
the resolution, with or without exclusion of shareholders' subscription
rights, in each case to the extent the authorisation has not been utilised
yet,

b) and replacing the same by an authorisation of the executive board to
issue, subject to the approval of the supervisory board, convertible bonds
with conversion rights or subscription rights in respect of up to
310,385,119 ordinary voting bearer shares of the company representing a
pro-rata amount of the share capital of the company of up to EUR
322,236,661.17, with or without exclusion of shareholders' subscription
rights, also in several tranches, and to determine all other terms of the
convertible bonds as well as in respect of the issuance and the conversion
procedure;

c) the conditional increase of the share capital of the company pursuant to
section 159 para 2 item 1 of the Austrian Stock Corporation Act of up to
EUR 322,236,661.17 by issuance of up to 310,385,119 new ordinary voting
bearer shares. The conditional increase of the share capital shall only be
effected to the extent that conversion rights and/or subscription rights of
holders of convertible bonds issued on the basis of the resolution of the
shareholders' meeting of 28 September 2010 are fulfilled.

d) the respective amendments to Article 4 (Registered Capital and Shares)
of the Articles of Association.

6. Resolution on

a) the revocation of the authorisation granted to the executive board in
accordance with Section 169 Austrian Stock Corporation Act to increase the
share capital by up to EUR 238,289,496.40 by issuance of up to 229,525,447
new ordinary voting bearer shares until 22 October 2014 against
contributions in cash or in kind;

b) at the same time authorizing the executive board to increase the share
capital within a period of five years starting with the registration of the
corresponding amendment to the Articles of Association with the Commercial
Register by up to EUR 542,044,231.82 by issuance of up to 522,108,387 new
ordinary voting bearer shares (i) in return for contributions in cash or in
kind, in particular in return for contributions in kind of claims of
holders of convertible bonds, or (ii) by issuance of additional shares
pursuant to Sections 225j para 2 in connection with 223 para 1 Austrian
Stock Corporation Act instead of additional cash payments based on a
decision or a settlement in the course of the judicial review of the
exchange ratio of the merger by absorption of IMMOEAST AG by the company,
in each case also in several tranches, and to determine the issuing price,
which must not be below the pro-rata amount represented by the issued
shares in the nominal share capital, the terms of the issuance and further
details of the execution of the share capital increase in agreement with
the supervisory board; with the consent of the supervisory board to exclude
the shareholders' subscription rights wholly or partially, if the share
capital increase is carried out (i) in return for contributions in kind or
(ii) for the fulfilment of an over-allotment option (Greenshoe) or (iii)
for the compensation of fractional amounts;

c) the respective amendments of Article 4 (Registered Capital and Shares)
of the Articles of Association.

7. Report of the executive board in accordance with Section 65 para 3
Austrian Stock Corporation Act in connection with treasury shares and
resolutions on

a) revocation of the authorisations granted to the executive board at the
16th ordinary shareholders' meeting of 02 October 2009 for a period of 30
months from the date of the resolution to purchase treasury shares and at
the same time authorising the executive board for a period of 30 months
from the date of the resolution to purchase treasury shares up to the
maximum statutory amount in accordance with the provisions of Section 65
para 1 item 8 Austrian Stock Corporation Act;

b) For a period of 5 years from the date of the resolution the executive
board shall be authorised, with the consent of the supervisory board, to
resolve on a mode of sale of treasury shares other than via the stock
exchange or via a public offering, also excluding the general opportunity
to buy, if the sale of treasury shares serves the purpose (i) of being the
consideration for real property or participations in companies owning real
property, which are transferred to the company or its subsidiaries, or (ii)
if treasury shares are transferred to holders of convertible bonds in order
to fulfill conversion rights and/or subscription rights;

c) Moreover, the executive board shall be authorised to redeem treasury
shares without further involvement of the shareholders' meeting, with the
consent of the supervisory board.

8. Resolution on the amendment of the company's Articles of Association.

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

In accordance with Section 108 Austrian Stock Corporation Act 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,
hence from 07 September 2010 and made available for inspection by the
shareholders during usual business hours from Monday to Friday from 09.00
a.m. till 05.00 p.m. at the company's registered office at 1120 Vienna,
Gaudenzdorfer Gürtel 67:
- Notice convening the shareholders' meeting
- Motions by the executive board and the supervisory board for each agenda
item
- Annual financial statements and management report for the 2009/2010
business year
- Corporate governance report for the 2009/2010 business year
- Consolidated annual financial statements and group management report for
the 2009/2010 business year
- Report by the supervisory board to the shareholders' meeting according to
Section 96 Austrian Stock Corporation Act
- The reports of the executive board on the justification of the exclusion
of subscription rights (i) concerning agenda item 5 in respect of the
issuance of convertible bondes, (ii) concerning agenda item 6 in respect of
the authorization of the executive board to increase the share capital in
return for contributions in cash or in kind as well as (iii) concerning
agenda item 7 in respect of a sale of treasury shares
- 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)

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 troughout 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 shareholder's 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 07 September 2010 at the latest at its business address
AT-1120 Vienna, Gaudenzdorfer Gürtel 67.

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).

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 shareholder's meeting
(point D).

The motion together with the confirmation of shareholding described above
must be received by the company on the 7th business day prior to the date
of the ordinary shareholders' meeting, hence on 17 September 2010 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-1120 Vienna, Gaudenzdorfer Gürtel 67, or
- via facsimile under the fax number + 43 (0) 5 7111-8915.

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 its
affiliated companies.

Providing the information may be refused as far as 

1. providing the information could, subject to reasonable business
judgement, 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 e-mail to the address: hauptversammlung@immofinanz.com, or
- via mail, courier service or personally delivered at its business address
at AT-1120 Vienna, Gaudenzdorfer Gürtel 67 or
- per facsimile under the fax number +43 (0) 5 7111-8915.

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 is based
upon 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), this is 18 September 2010 (Saturday), midnight CET/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.

Bearer shares

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 18 September 2010 (Saturday), midnight CET/CEST
(Vienna local time).

The depository confirmation may be issued in German or English.

The depository confirmation must be received by the company on the third
business day prior to the shareholders' meeting, hence on 23 September
2010, midnight CET/CEST (Vienna local time) at the latest
- as document signed by officers representing the issuing credit
institution via mail, courier service or personally delivered at its
business address AT-1120 Vienna, Gaudenzdorfer Gürtel 67/4 or
- per facsimile under the fax number +43 (0) 5 7111-8915.
- or per e-mail to the address: hauptversammlung@immofinanz.com (depository
confirmation as pdf-document attached to the e-mail).
Credit institutions are kindly asked to send depository confirmations
collectively in the form of a list.

For the current ordinary shareholders' meeting and until further notice
depository confirmations shall not be conveyed via an internatioanlly
widespread, specifically secured, communication network of the credit
institutions, whose participants can be identified clearly (e.g. SWIFT)
(Section 262 para 20 Austrian Stock Corporation Act).

Registered shares

In the case of registered shares only such 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 18 September 2010.

Access to the shareholders' meeting

The conveyance of the depository confirmation is also considered as
registration for 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 the
inspection of identity. We kindly ask you to account for the numerous
participants to be expected as well as the now common safety precautions in
your time planning. The collection of voting cards starts at 10:00 a.m.

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 its 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 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 exert the voting right insofar as the shareholder has issued an
explicit order for each agenda item.

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 for the credit
institution to provide the company, in a permitted way (see above), with a
declaration 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. For the current shareholders' meeting and until further
notice the declaration by a credit institution that it has been granted
power of attorney (proxy) and a respective revocation (Section 114 para 1
Austrian Stock Corporation Act) shall not be conveyed via an
internationally widespread, specifically secured, communication network of
the credit institutions, whose participants can be identified clearly (e.g.
SWIFT) (Section 262 para 20 Austrian Stock Corporation Act).

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, courier service or personally delivered at its business address
AT-1120 Vienna, Gaudenzdorfer Gürtel 67;
- per facsimile under the fax number +43 (0) 5 7111-8915;
- via e-mail to the address: hauptversammlung@immofinanz.com (as scanned
PDF-document attached to the e-mail);
- personally delivered at the entrance to the shareholders' meeting.

The power of attorney (proxy) or a revocation shall be received by 04:00
p.m. CET/CEST (Vienna local time) on the day preceding the day of the
shareholders' meeting (hence on 27 September 2010). 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.

The company provides forms for granting and revocation of a power of
attorney (proxy) on its website (www.immofinanz.com) which also provide for
the issuance of a limited power of attorney (proxy).

A representative of the Austrian Shareholder Association (IVA)
(Interessenverband für Anleger), Feldmühlgasse 22, AT-1130 Vienna is
available to the shareholders to act as voting representative in the
shareholders' meeting in accordance with the orders given by the
shareholder. For the issuance of a power of attorney (proxy) to IVA a form
is provided on the company's website. Also in case of a power of attorney
(proxy) to the voting representative of IVA the power of attorney (proxy)
shall be conveyed to the company in the way as described above.

In order to facilitate the administration of the powers of attorney
(proxies) shareholders are kindly asked to use the forms provided on the
website.

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

As of the date of the notice convening the shareholders' meeting the
company has issued 1,044,216,769 non-par value bearer shares as well as six
non-par value registered shares whereby each share grants one vote. A
subsidiary of the company holds 55,005,409 non-par value bearer shares of
the company as of today. The voting rights out of these shares cannot be
exercised (Section 65 para 5 Austrian Stock Corporation Act). Hence
989,211,366 voting rights can be exercised at present.

Vienna, 28 August 2010

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)
AT0000809058


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


30.08.2010 Ad hoc announcement, Financial News and Press Release
distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      IMMOFINANZ AG
              Gaudenzdorfer Gürtel 67 
              A-1120 Wien
              Österreich
Phone:        +43 (0) 5 7111 - 2290
Fax:          +43 (0) 5 7111 - 8290
E-mail:       investor@immofinanz.com
Internet:     http://www.immofinanz.com
ISIN:         AT0000809058
WKN:          911064
Listed:       Freiverkehr in München, Berlin, Stuttgart; Open Market in
              Frankfurt; Wien (Amtlicher Handel / Official Market)
 
End of News                                     DGAP News-Service
 
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