EANS-General Meeting: conwert Immobilien Invest SE / Invitation to the General Meeting

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General meeting information transmitted by euro adhoc. The issuer is
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SUMMARY TRANSLATION OF THE ORIGINAL GERMAN LANGUAGE INVITATION.
THIS TRANSLATION IS FOR IMFORMATION PURPOSES ONLY.

conwert Immobilien Invest SE
Vienna, registered under FN 212163 f of the Commercial Court Vienna
(the "Company")

Invitation

to the

9th Annual General Meeting

of the shareholders of conwert Immobilien Invest SE

taking place on 15 April 2010 at 10.00 a.m., Vienna time
at the "Great Hall" at the Company´s head office
1080 Vienna, Albertgasse 35

with the following

Agenda:

1. Presentation of the approved annual financial statements as of 31
December 2009 according to the Austrian Commercial Code (UGB) including
notes and management report, the Corporate Governance Report, the
consolidated financial statements as of 31 December 2009 according to
IFRS including notes and management report, the proposal for the
appropriation of accumulated profit of the Executive Board in accordance
with § 41 para. 1 of the Austrian Societas Europaea Act (SE Act, SEG) and
the report of the Administrative Board in accordance with § 41 para 2 and
3 of the SE Act, as well as the presentation of the annual report of
the Administrative Board pursuant to § 58 of the SE Act.

2. Resolution on the appropriation of accumulated profit of the financial
year 2009.

3. Resolution on the discharge of the members of the Administrative Board
for the financial year 2009.

4. Resolution on the discharge of the members of the Executive Board for
the financial year 2009.

5. Appointment of the auditor of the annual financial statements according
to UGB and the consolidated financial statements according to IFRS for
the financial year 2010.

6. Election of Administrative Board members.

7. Resolution on the authorisation of the Administrative Board in
accordance with § 174 para. 2 of the Austrian Stock Corporation Act (AktG)
to issue, within five years from the adoption of the resolution, hence
until 15 April 2015, convertible bonds (convertible bonds 2010), which
are associated with conversion or subscription rights to up to
12,803,890 ordinary bearer shares of the Company with a share of up to
EUR 128,038,900.00 in share capital, in one or several tranches,
and to determine all further conditions of the convertible bonds as well
as the issue and conversion procedures of the convertible bonds;
further, resolution on the exclusion of shareholders´ subscription rights
in accordance with § 174 para. 4 AktG in conjunction with § 153 AktG in
case of the issue of convertible bonds according to the above-mentioned
authorisation.

8. Resolution on the conditional increase of share capital by up
to EUR 128,038,900.00 by issuing up 12,803,890 new ordinary bearer sharers
of the Company to grant conversion or subscription rights to the creditors
of the convertible bonds 2010 (conditional capital III.) and the
corresponding amendment to the articles of association in § 4 (Share
capital and Shares) by adding a new paragraph (7).

Provision of information (§ 106 (4) AktG):

In accordance with Art 53 of the SE Regulation (SE-VO) in conjunction with §
108 para. 3 AktG the following documents will be available to shareholders for
inspection from the 21st day prior to the Annual General Meeting, hence 25
March 2010, at the headquarters of the Company, A-1080 Vienna, Albertgasse 35,
during the office hours of the company, Monday to Thursday (working days) from
9:00 until 18:00, and Friday (working day) from 9:00 until 15:00, Vienna time:
• Annual financial statements as of 31 December 2009 in accordance with
the Austrian Commercial Code (UGB), including notes and management
report;
• Corporate Governance Report;
• Consolidated financial statements as of 31 December 2009 in accordance
with IFRS, including notes and management report;
• Proposal for the appropriation of accumulated profit by the Executive
Board in accordance with § 41 para. 1 SE Act;
• Report of the Administrative Board in accordance with § 41 para. 2 and
3 SE Act;
• Annual report of the Administrative Board in accordance with § 58 SE
Act;
• Draft resolutions on agenda items 1 to 8;
• Statements in accordance with § 87 para. 2 AktG by the candidates in
accordance with agenda item 6;
• CVs of the candidates in relation with agenda item 6;
• Wording of the proposed amendment to the articles of association in
agenda item 8. (conditional capital III.);
• Written report of the Administrative Board in accordance with § 174
para. 4 in conjunction with § 153 para. 4 AktG on the exclusion of
subscription rights within the authorisation to be adopted in
accordance with § 174 para. 2 AktG in the context of agenda item 7.
This information and these documents as well as
• the convening notice and
• the forms for granting and revoking a power of attorney in accordance
with § 114 AktG
will be available in accordance with  53 SE-VO in conjunction with § 108 para.
4 AktG on the website of the Company at www.conwert.at from the 21st day prior
to the Annual General Meeting, hence from 25 March 2010.

More information regarding shareholders´ rights in accordance with § 62 para. 1
SEG in conjunction with § 109 AktG and Art 53 SE-VO in conjunction with §§ 110
and 118 AktG will be made available immediately on the Company´s website at
www.conwert.at.

Rights of shareholders (§ 106 Z 5 AktG):

a) Request of agenda items by shareholders

In accordance with § 62 para. 1 SEG in conjunction with § 109 AktG,
shareholders whose combined shareholdings equal five percent of the share
capital may request in writing that items be put on the agenda of the Annual
General Meeting and published. Each agenda item has to be accompanied by a
draft resolution and a justification. The shareholders must have held shares
for at least three months prior to filing the request. In case of bearer shares
held in deposits, a deposit confirmation in accordance with § 10a AktG shall be
demonstrated. The request of the shareholders must be signed by the
shareholders filing the request and submitted to the Company by the 21st day
prior to the Annual General Meeting, hence by 25 March 2010, at the address
conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, Attn. Mr. Wolfgang
Tutsch.

b) Draft resolutions by shareholders

In accordance with Art 53 SE-VO in conjunction with § 110 AktG shareholders
whose combined shareholdings equal one percent of the share capital may submit,
in text form or written form, proposals for resolutions to each agenda item and
demand that these proposals, together with the names of the respective
shareholders, a justification and, if applicable, a statement by the Executive
Board or the Administrative Board are made accessible on the website of the
Company. In the case of a proposal regarding the election of an Administrative
Board member the justification shall be replaced with a statement of the person
proposed in accordance with Art 9 para. 1 lit c (ii) SE-VO in conjunction with
§ 87 para. 2 AktG. The draft resolution, but not the justification for it, must
be presented in German.

The request shall be considered if it is received by the Company by the seventh
working day prior to the Annual General Meeting, hence by 6 April 2010, at the
address conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, Attn. Mr.
Wolfgang Tutsch, or per fax, +43/(0)1/ 521 45 - 333.

c) Right of information

In accordance with Art 53 SE-VO in conjunction with § 118 AktG each shareholder
shall, upon request, be informed about the Company´s activities as far as they
are necessary for a proper assessment of an agenda item. The right of
information also extends to the legal and business relationships of the Company
with affiliated companies. If the consolidated financial statements and group
management report are presented at the Annual General Meeting of a parent
company (§ 244 UGB), the right of information also extends to the position of
the group and companies included in the consolidated financial statements.
Information may be refused if, based on reasonable commercial judgement, it
could cause a substantial disadvantage for the company or an affiliated
company, or if providing such information constitutes an offence. Information
may also be refused as far as it was available, without interruption, on the
website of the Company in the form of question and answer for a period of at
least seven days prior to the beginning of the Annual General Meeting.

Questions which require longer preparation should be submitted to the Company
in time before the Annual General Meeting in order to ensure an efficient
session. Such questions should be sent to the address A-1080 Vienna,
Albertgasse 35, Attn. Mr. Wolfgang Tutsch.

d) Other items

Shareholders´ rights which are subject to holding shares during a certain
period of time may only be exercised if a deposit confirmation is provided as
proof of shareholder status in the relevant period in accordance with
§ 10a AktG.

Right to participate and record date (§ 106 Z 6 and 7 AktG):

In accordance with Art 53 SE-VO in conjunction with § 111 para. 1 AktG the
right to participate in the Annual General Meeting and to exercise the rights
which are to be exercised at the Annual General Meeting is conditional on the
shareholdings at the end of the tenth day prior to the Annual General Meeting
(record date), hence on

5 April 2010, 24:00.

Only persons who are shareholders on this record date and provide evidence of
it are entitled to participate in the Annual General Meeting.

A deposit confirmation according to § 10a AktG is sufficient as evidence of
shareholdings on the record date in the case of bearer shares deposited in a
securities account. This confirmation must be submitted to the Company at the
latest on the third working day prior to the Annual General Meeting, hence on
12 April 2010, and may not be older than seven days at the time it is provided
to the Company. The deposit confirmation must be issued by a bank where the
shares are deposited and which is domiciled in a member state of the European
Economic Area or a full member state of the OECD and must contain the
information stipulated by § 10a para. 2 AktG. Text form is sufficient for the
deposit confirmation. Deposit confirmations are accepted in German and English.

For bearer shares that are not deposited in a securities account, a written
confirmation by a notary public, which must be received by the Company at the
latest on the third working day prior to the Annual General Meeting, hence 12
April 2010, shall suffice.

The confirmations must be submitted by means of SWIFT, GIBAATWGGMS (Message
Type MT598, ISIN AT0000697750, please indicate in the text), per post to
conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, or per fax,
+43/(0)1/ 521 45 - 333, Attn. Mr Wolfgang Tutsch.

Representation by proxy (§ 106 Z 8 AktG):

All shareholders entitled to participate in the Annual General Meeting have the
right to appoint a natural or legal person as a representative (proxy) who
attends the Annual General Meeting on behalf of the shareholder and has the
same rights as the shareholder he/she represents. The Company itself or a
member of the Administrative Board or the Executive Board may only exercise the
voting right as a proxy insofar as the shareholder has given a specific
instruction regarding the exercise of the voting right regarding the individual
agenda items. The power of attorney (proxy) must be granted to a specific
person. The power of attorney must be granted at least in text form in
accordance with § 13 para. 2 AktG; revoking the power of attorney also requires
text form. It is mandatory to use the form for granting or revoking the power
of attorney provided on the Company´s website at www.conwert.at. This form also
offers the option of granting a limited power of attorney. The power of
attorney or its revocation must be submitted to and kept by the Company. We
kindly ask to present the power of attorney or its revocation either at the
registration of the Annual General Meeting or to send it in advance per post to
conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, or per fax,
+43/(0)1/ 521 45 - 333, Attn. Wolfgang Tutsch. In case of the latter two forms
of communication (per post or fax), the power of attorney or its revocation
must be received by the Company by 14 April 2010, 17:00, Vienna time.

If a shareholder has granted his depository bank a power of attorney, it shall
suffice if this bank, in addition to the deposit confirmation, declares in a
statement that it has been granted power of attorney. In accordance with § 262
para. 20 AktG and § 20 para. 4 of the articles of association, the Company
currently does not accept statements in accordance with § 114 para 1 fourth
sentence AktG via an international, highly secured communications network of
credit institutions (SWIFT). Such statements may therefore be submitted per
post only to conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, or
per fax, +43/(0)1/ 521 45 - 333, Attn. Mr. Wolfgang Tutsch.

In addition, the company provides, as a service for its shareholders, the
option that shareholders who are entitled to participate, but are unable or do
not wish to personally attend the Annual General Meeting, have their voting
rights exercised by Mr. Armin Dallmann, a partner at the law firm CMS Reich-
Rohrwig Hainz Rechtsanwälte GmbH, or a representative authorised by Mr. Armin
Dallmann. It is not mandatory that shareholders who wish to grant a power of
attorney to a representative appoint Mr. Armin Dallmann as their
representative. If shareholders wish to give a power of attorney to Mr. Armin
Dallmann as their representative, the following procedures must be complied
with: The shareholder submits the filled-in form, made out to Mr. Armin
Dallmann and signed (see above) to Dr Armin Dallmann pA CMS Reich-Rohrwig Hainz
Rechtsanwälte GmbH, A-1010 Vienna, Ebendorferstraße 3, fax: +43 1 40443 91150,
E-Mail: [email protected], in time so that the power of attorney
arrives there by 12 April 2010, 12:00 noon, Vienna time, at the latest. The
power of attorney given to Mr. Armin Dallmann is only effective if it
authorises Mr. Armin Dallmann to delegate authority within the powere of
attorney. The shareholder may instruct Mr. Armin Dallmann as to how to exercise
the voting rights. Without instruction, Mr. Armin Dallmann will vote at his own
discretion.

It is pointed out to the shareholders that they also have to meet the
requirements to participate in an Annual General Meeting as described under
"Right to participate and record date (§ 106 Z 6 and 7 AktG)" when they give a
power of attorney to a representative.

Total number of shares and voting rights at the time the Annual General Meeting
was convened (§ 106 (9) AktG, § 83 para. 2 (1) Stock Exchange Act (BörseG)):

At the time the Annual General Meeting was convened the share capital of the
Company amounted to EUR 853,592,730.00 and is split into 85,359,273 no-par
shares, each of which has an equal share in the share capital. Each no-par
share grants the right to one vote at the Annual General Meeting. As of 16
March 2010, close of trading at the Vienna Stock Exchange the Company owned
5,869,008 treasury shares, which do not grant voting rights so that currently
79,490,265 voting rights exist taking into account these treasury shares.

In order to ensure smooth registration procedures shareholders are requested to
arrive at the location of the Annual General Meeting in time before its
beginning. The Company reserves the right to check the identity of persons
attending the Annual General Meeting. Should it not be possible to determine
the identity of a person, admission may be refused. We therefore ask
participants to bring an official identity document (e.g. passport, driver´s
license) to the meeting. Shareholders will be admitted to collect voting cards
starting at 9:00 a.m., Vienna time.

Vienna, March 2010 The Administrative Board

Further inquiry note:
conwert Immobilien Invest SE
Peter Sidlo, Head of Corporate Communications - Investor Relations
T +43 / 1 / 521 45-250
E [email protected]
end of announcement euro adhoc
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issuer: conwert Immobilien Invest SE
Albertgasse 35
A-1080 Wien
phone: 52145-0
FAX: 52145-111
mail: [email protected]
WWW: http://www.conwert.at
sector: Real Estate
ISIN: AT0000697750
indexes: WBI
stockmarkets: official dealing: Wien
language: English

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