conwert Immobilien Invest SE: Invitation to the Extraordinary General Meeting

Vienna (pta004/05.01.2017/09:18 UTC+1) This is an English convenience translation of the German original document published on 5 January 2017. The German original document prevails in case of any discrepancies.

conwert Immobilien Invest SE, Vienna, FN 212163 f (the "Company")
INVITATION, Friday, 27 January 2017 at 11:00 a.m., Vienna time, at Studio 44, Rennweg 44, 1038 Vienna, to the Extraordinary General Meeting of the shareholders of conwert Immobilien Invest SE with the following agenda:

1. Amendment of the Articles of Association in Art. 6 Sec. 2, Art. 7 Sec. 1 and Art. 10 Sec. 3
2. Elections to the Administrative Board

1. Provision of information (Art. 53 SE Regulation in conjunction with Art. 106 para 4 Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 108 Sec. 3 Stock Corporation Act, the following documents will be made available as from the 21st day prior to the General Meeting at the latest, i.e. from Thursday, 5 January 2017, at the corporate seat of the Company, 1090 Vienna, Alserbachstraße 32, during regular business hours, Monday through Thursday (on business days) between 9:00 a.m. and 6:00 p.m. and Friday (on business days) between 9:00 a.m. and 3:00 p.m. and will also be made available on the Company's registered website http://www.conwert.at:

+ resolution proposals on the agenda items;
+ curricula vitae and statements by the candidates in accordance with Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act relating to the 2nd item of the agenda.

With immediate effect, the convening notice is also available on the Company's registered website http://www.conwert.at.
As from the 21st day prior to the General Meeting at the latest, i.e. from Thursday, 5 January 2017, the forms for granting and revoking power of attorney in accordance with Art. 114 Stock Corporation Act will also be made available on the Company's registered website http://www.conwert.at.

2. Rights of shareholders (Art. 53 SE Regulation in conjunction with Art. 106 para 5 Stock Corporation Act):

2.1. Request of agenda items by shareholders

Pursuant to Art. 62 Sec. 1 SE Act in conjunction with Art. 109 Stock Corporation Act, shareholders who individually or together hold five percent (5 %) or more of the share capital may request in writing that additional items are added to the agenda of the General Meeting and published. "In writing" means a handwritten signature or an authorized company signature by each applicant or an e mail with a secure electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG). Each requested agenda item must be accompanied by a resolution proposal and rationale. The shareholders must have held the shares for at least three months prior to filing the request.

The shareholder must evidence his shareholding by presenting a deposit confirmation in accordance with Art. 10a Stock Corporation Act. When provided to the Company, the deposit confirmation must not be older than seven days and must confirm that the shares have been held for at least three consecutive months prior to filing the request. In the case of several shareholders together holding the required shareholding of 5 % of the share capital, the deposit confirmations must refer to the same point in time (day, time).

Regarding the requirements for the deposit confirmations, please also refer to item 2.4 below (Evidence of shareholding).

The request is relevant if it is duly received by the Company on or before the 19th day prior to the General Meeting, i.e. by Sunday, 8 January 2017 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, for the attention of Mag. Lydia Siebert; if the request is submitted by e-mail it shall have an electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG) and must be sent to anmeldung.conwert@hauptversammlung.at.

2.2. Resolution proposals by shareholders

In accordance with Art. 53 SE Regulation in conjunction with Art. 110 Stock Corporation Act, shareholders who individually or together hold one percent (1 %) or more of the share capital, may submit to the Company, in text form pursuant to Art. 13 Sec. 2 Stock Corporation Act, resolution proposals regarding each item of the agenda, including a rationale, and may call for these proposals to be published on the website of the Company (http://www.conwert.at), including the names of the respective shareholders, the rationale to be enclosed and, if applicable, the statement by the Executive Directors or the Administrative Board. In case of a proposal regarding the election of a member of the Administrative Board, the rationale is replaced by a statement by the respective candidate in accordance with Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act. In this statement, the proposed candidate shall present his or her qualifications, professional or comparable functions and must disclose any circumstances, which may qualify as conflict of interest. The resolution proposal, but not necessarily also the rationale, must be provided in German.

The shareholder must evidence his shareholding by presenting a deposit confirmation in accordance with Art. 10a Stock Corporation Act. When provided to the Company, the deposit confirmation must not be older than seven days. In the case of several shareholders together holding the required shareholding of 1 % of the share capital, the deposit confirmations must refer to the same point in time (day, time).

Regarding the requirements for the deposit confirmations, please also refer to item 2.4 below (Evidence of shareholding).

The request is relevant if it is duly received by the Company on or before the seventh working day prior to the General Meeting, i.e. by Wednesday, 18 January 2017 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71 or sent by e-mail, in each case to the attention of Mag. Lydia Siebert; if the request is submitted by e-mail it shall be sent in PDF format to anmeldung.conwert@hauptversammlung.at and shall have an electronic signature in accordance with Art. 4 Sec. 1 Signature Act (SigG).

2.3. Right to information

In accordance with Art. 53 SE Regulation in conjunction with Art. 118 Stock Corporation Act each shareholder may request information concerning the Company's activities during the General Meeting as far as such information is necessary for the proper assessment of an agenda item. The right to information also extends to the legal and business relations of the Company with affiliates. The right to information also extends to the state of the group and companies included in the consolidated financial statements. The provided information shall comply with the principles of diligent and accurate accountability and may be refused if, based on reasonable commercial judgment, it could cause substantial disadvantages for the Company or an affiliate, or if providing such information could constitute a criminal offence. Information may also be refused to be provided during the General Meeting if it was made available on the website of the Company in a question and answer format for a consecutive period of at least seven days prior to the beginning of the General Meeting, i.e. at least as from Friday, 20 January 2017, and such information remains available on the website for at least one month after the General Meeting, i.e. until at least Monday, 27 February 2017.

Questions, which require longer preparation, should be submitted to the Company reasonably before the General Meeting in order to ensure an efficient session. Such questions should be sent to the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by e mail to anmeldung.conwert@hauptversammlung.at, for the attention of Mag. Lydia Siebert.

2.4. Evidence of shareholding

Shareholders' rights, which are subject to holding shares over a certain period of time or at a certain point in time may only be exercised if a deposit confirmation is provided as proof of shareholder status for the relevant period or for the relevant point in time in accordance with Art. 10a Stock Corporation Act.

The deposit confirmation must be issued by a depositary bank, which is domiciled in a member state of the European Economic Area or in a full OECD member state and must contain the following information (Art. 10a Sec. 2 Stock Corporation Act):

+ issuer details: name/company and address or code commonly used in dealings between banks (SWIFT-Code);
+ shareholder details: name/company, address, date of birth for natural persons, register and register number for legal entities, under which the legal entity is registered in the country of incorporation;
+ deposit number or other description of the depot;
+ share information: number of shares held by the shareholder, ISIN AT0000697750;
+ period or point in time to which the deposit confirmation refers to.

Deposit confirmations are accepted in German or English language. When provided to the Company, the deposit confirmation must not be older than seven days. In accordance with item VII. Art. 20 Sec. 3 of the Articles of Association of the Company, the text form pursuant to Art. 13 Sec. 2 Stock Corporation Act is sufficient for deposit confirmations.

Deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, in each case for the attention of Mag. Lydia Siebert by Tuesday, 24 January 2017 at the latest. They may also be duly sent in PDF format as e mail attachment to anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements under Art. 10a Stock Corporation Act.

2.5. Information concerning the right of shareholders to present motions at the General Meeting in accordance with Art. 119 Stock Corporation Act

Every shareholder is entitled to present motions at the General Meeting regarding any item of the agenda, which do not require prior announcement. The prerequisite for this is the evidence of the right to participate, pursuant to the convening notice.

Please note the following important information: candidates to be elected to the Administrative Board may only be proposed by shareholders who individually or together hold at least 1 % of share capital. Such proposals must be submitted to the Company on the seventh working day prior to the General Meeting at the latest, i.e. by Wednesday, 18 January 2017 at the latest, in the manner stated above under item 2.2 (Resolution proposals by shareholders). Every election proposal must be accompanied by the candidate's statement pursuant to Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 Stock Corporation Act regarding his/her qualifications, professional or comparable functions and must disclose any circumstances, which may qualify as conflict of interest.

3. Right to participate and reference date (Art. 53 SE Regulation in conjunction with Art. 106 para 6 and 7 Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 111 Sec. 1 Stock Corporation Act, the right to participate and to exercise shareholder rights at the General Meeting is determined on the shareholding as at the end of the tenth day prior to the General Meeting (reference date), i.e. as at

Tuesday, 17 January 2017, 12 a.m. (midnight), Vienna time.

Shareholders must provide evidence of their shareholding as at this reference date to be entitled to participate at the General Meeting.

The shareholdings as at the reference date must be evidenced in the form of a deposit confirmation pursuant to Art. 10a Stock Corporation Act and shall be submitted to the Company no later than the third working day prior to the General Meeting, i.e. by Tuesday, 24 January 2017 at the latest, and may not be older than seven days at the time it is provided to the Company. The deposit confirmation must refer to the reference date. The deposit confirmation must be issued by the depository bank, domiciled in a member state of the European Economic Area or a full OECD member state and must contain the information set out in Art. 10a Sec. 2 Stock Corporation Act. In accordance with item VII. Art. 20 Sec. 3 of the Articles of Association of the Company, the text form is sufficient for deposit confirmation. Deposit confirmations are accepted in German and English language.

The deposit confirmations shall be submitted by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 please indicate in the text), or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, in each case for the attention of Mag. Lydia Siebert. They may also be duly sent in PDF format as e mail attachment to anmeldung.conwert@hauptversammlung.at, whereby the deposit confirmations shall also comply with the legal requirements under Art. 10a Stock Corporation Act.

4. Proxy representation (Art. 53 SE Regulation in conjunction with Art. 106 para 8 Stock Corporation Act):

In accordance with Art. 53 SE Regulation in conjunction with Art. 113 Stock Corporation Act, every shareholder entitled to participate at the General Meeting may appoint a natural or legal person as representative (proxy). The representative attends at the General Meeting on behalf of the shareholder and has the same rights as the shareholder he/she represents. The power of attorney must indicate the name(s) of the representative(s). If the Company itself or a member of the Administrative Board or an Executive Director is appointed as representative, it/they may only exercise the voting right if the shareholder has also given specific voting instructions with regard to each agenda item.

The power of attorney must be granted to a specific person. The power of attorney may be granted or revoked in text form in accordance with Art. 13 Sec. 2 Stock Corporation Act.

To grant or revoke power of attorney, the forms provided on the Company's website at http://www.conwert.at may be used, but it is not mandatory to use these forms.

The power of attorney or its revocation must be submitted to and kept by the Company. We kindly ask shareholders to present the power of attorney or its revocation either at the registration desk to the General Meeting or to send it in advance by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: +43 (0)1 8900 500 71, or in PDF format as e mail attachment to anmeldung.conwert@hauptversammlung.at, in each case for the attention of Mrs. Lydia Siebert. For the latter three submission forms (post, fax or e mail), the Company must receive the power of attorney or its revocation by Thursday, 26 January 2017, 12:00 p.m. (noon), Vienna time, at the latest.

If a shareholder has granted power of attorney to his/her depository bank, it is sufficient if this bank, in addition to the deposit confirmation, declares in a statement that it has been granted power of attorney. The depository bank may submit these statements by SWIFT, GIBAATWGGMS (Message Type MT598, ISIN AT0000697750 - please indicate in the text) or by post to conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, by fax: +43 (0)1 8900 500 71, or in PDF format as e mail attachment to anmeldung.conwert@hauptversammlung.at, in each case for the attention of Mag. Lydia Siebert. In any case, the statement must be received by the Company by Thursday, 26 January 2017, 12:00 p.m. (noon), Vienna time.

When providing power of attorney to a representative, shareholders should note that they must also meet the requirements to participate at the General Meeting as set out under item 3 above (Right to participate and reference date (Art. 53 SE Regulation in conjunction with Art. 106 para 6 and 7 Stock Corporation Act)).

5. Total number of shares and voting rights at the time the General Meeting was convened (Art. 53 SE Regulation in conjunction with Art. 106 para 9 Stock Corporation Act, Art. 83 Sec. 2 para 1 Stock Exchange Act):

At the time the General Meeting was convened, the share capital of the Company amounted to Eur 509,531,065 and was divided into 101,906,213 no-par shares, each of which represent an equal share in the share capital. Each no-par share grants the right to one vote at the General Meeting. As per 5 January 2017, close of trading on the Vienna Stock Exchange, the Company holds 1,576,464 own shares, which currently do not carry voting rights. The Company tendered these 1,576,464 own shares into the voluntary public takeover offer of Vonovia SE dated 17 November 2016 and expects the settlement of the takeover offer to take place before the Reference Date for the General Meeting, which means that 101,906,213 voting rights will be outstanding at the General Meeting.

In order to ensure seamless registration procedures, shareholders are requested to arrive reasonable in advance at the venue of the General Meeting. The Company reserves the right to verify the identity of each person attending the General Meeting. Should it not be possible to determine the identity of a person, admission may be refused. Participants are therefore advised to bring an official identification document to the meeting (e.g. passport, identity card or driver's license). Shareholders will be admitted to collect voting cards as from 10:00 a.m., Vienna time.

Vienna, January 2017

The Administrative Board

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Emitter:	conwert Immobilien Invest SE Alserbachstraße 32 1090 Wien Austria
Contact Person:	Clemens Billek
Phone:	+43 1 52145-700
E-Mail:	cwi@conwert.at
Website:	www.conwert.at
ISIN(s):	AT0000697750 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)