IMMOFINANZ AG

(FN 114425y)

Supplements to the agenda

 to the already convened

29^th Ordinary Shareholders’ Meeting

on 12 July 2022 at 11:00 a.m. CEST (Vienna local time) at

Hertha-Firnberg-Straße 8, AT-1100 Vienna, Austria

 

The invitation to the 29^th ordinary shareholders’ meeting of IMMOFINANZ AG to take place on 12 July 2022 at 11:00 a.m. CEST (Vienna local time) at Hertha-Firnberg-Straße 8, AT-1100 Vienna, Austria in the form of a virtual shareholders’ meeting on the basis of section 1 para 2 Corporate COVID-19 Act, Federal Law Gazette I No. 16/2020 as amended and the Corporate COVID-19 Regulation, Federal Law Gazette II No. 140/2020 as amended was announced on 14 June 2022.

 

Due to a request pursuant to section 109 of the Austrian Stock Corporation Act from the shareholder CPI Property Group S.A., which has held a stake in IMMOFINANZ AG exceeding five percent of the Company's share capital for more than three months, the agenda of the 29^th ordinary shareholders’ meeting of IMMOFINANZ AG mentioned above, published on 14 June 2022 in the official gazette "Amtsblatt zur Wiener Zeitung", by dgap and on the Company's website www.immofinanz.com, is supplemented by an agenda item which reads as follows:

 

12. Elections to the Supervisory Board.

 

The agenda as amended to include this item is as follows:

 

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 2021.

 

2. Resolution on the appropriation of the balance sheet profit stated in the financial statements for the business year 2021.

 

3. Resolution on the approval of the actions of the members of the Executive Board for the business year 2021.

 

4. Resolution on the approval of the actions of the members of the Supervisory Board for the business year 2021.

 

5. Resolution on the remuneration of the Supervisory Board members.

 

6. Election of the auditor for the individual and consolidated financial statements for the business year 2022.

 

7. Resolution on the remuneration report for the remuneration of the members of the Executive Board and the Supervisory Board for the business year 2021.

 

8. 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.

 

9. 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 conditional increase of the share capital (section 159 para 2 item 1 Austrian Stock Corporation Act) and cancellation of existing conditional capitals in the unused amount as resolved upon at the shareholder’s meetings (i) of 11 May 2018 (Article 4 para (5) of the Articles of Association), (ii) of 02 October 2009 (amended by resolution of 01 December 2015) (Article 4 para (7) of the Articles of Association), (iii) of 28 September 2011 (amended by resolution of 01 December 2015) (Article 4 para (9) of the Articles of Association) and (iv) of 01 December 2015 (Article 4 para (10) of the Articles of Association) as well as corresponding amendments to the Articles of Association in Article 4 (Registered Capital and Shares), respectively.

 

10. Resolution on a new 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 section 4 (Registered Capital and Shares).

 

11. Resolution on the remuneration policy for the Executive Board.

 

12. Elections to the Supervisory Board.

 

Further documents for the shareholders’ meeting

 

Pursuant to section 108 para 3 and 4 in connection with section 109 para 2 Austrian Stock Corporation Act, the following documents are now available on the company's website at www.immofinanz.com:

 

• Shareholder request pursuant to section 109 Austrian Stock Corporation Act of the shareholder CPI Property Group S.A.

 

• Proposed resolution on the requested agenda item including reasoning

 

• Declaration pursuant to section 87 para 2 Austrian Stock Corporation Act of the person proposed for election

 

Vienna, in June 2022 

The Executive Board of IMMOFINANZ AG

International Securities Identification Number (ISIN)

AT0000A21KS2