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
responsible for the content of this announcement.
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SUMMARY TRANSLATION OF THE ORIGINAL GERMAN LANGUAGE REPORT.
THIS TRANSLATION IS FOR IMFORMATION PURPOSES ONLY.

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

Invitation

to the

Extraordinary General Meeting

of the shareholders of conwert Immobilien Invest SE

taking place on 11 October 2010 at 10.00 a.m., Vienna time
at the "Grand Hall" at the Company´s head office
A-1080 Vienna, Albertgasse 35

with the following

Agenda:

1. Dismissal and election of members of the Administrative Board;

2. Amendment of the Articles of Association of the Company in item IV. § 6 (1);

3. Resolution on the revocation of the existing authorisation of purposeless
repurchasing of treasury shares in accordance with the resolution of the
Annual General Meeting on 26 May 2009 and simultaneous resolution on

a) the authorisation of the Administrative Board, applicable for 30 months from
the day of the adoption of the resolution, in accordance with § 65 para 1 lit 8
and para 1a and 1b of the Stock Corporation Act (AktG) for the acquisition of
treasury shares of the Company of up to 10% of the Company´s share capital, with
the lowest repurchasing price amounting EUR 4.00 and the highest repurchasing
price amounting to EUR 14.00, as well as for determining the repurchasing
conditions, where the Administrative Board shall publish the resolution by the
Administrative Board and the respective repurchasing programme based on it
(respectively), including its duration in accordance with legal provisions. The
authorisation may be exercised completely or partially, or in several parts and
in pursuit of one or several purposes, by the Company, a subsidiary (§ 228 para
3 of the Austrian Commercial Code (UGB)) or by a third party for the account of
the Company. Trading treasury shares is excluded as a purpose of acquisition;

b) the authorisation of the Administrative Board to redeem the shares acquired
on the basis of the resolution pursuant to item 3.a) of the agenda without any
further resolution by the General Meeting (including authorisation of the
Administrative Board of the Company to resolve on amendments to the articles of
association of the Company which result from the redemption of such shares), or
to sell them again and to determine the conditions of sale. The authorisation
may be exercised completely or in several parts and in pursuit of one or several
purposes by the Company, a subsidiary (§ 228 para 3 UGB) or by a third party for
the account of the Company; and

c) the authorisation of the Administrative Board, valid for a period of 5 years
from the day of the adoption of the resolution, in accordance with § 65 para 1b
AktG, to resolve on a legally admissible manner of selling treasury shares other
than via the stock exchange or a public tender offer for the sale of treasury
shares, also excluding repurchasing rights of shareholders, and to determine the
conditions of sale.

This Extraordinary General Meeting is convened by the Administrative Board upon
a request of two shareholders, the Haselsteiner Familien-Privatstiftung
(FN 67948 z) and STRABAG AG (FN 61689 w) pursuant to § 105 para 3 AktG. These
shareholders requested the agenda items 1 to 3.

Provision of information (§ 106 lit 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 at the latest from the twenty first day prior to the General
Meeting, hence 20 September 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:
? Draft resolutions on agenda items 1 to 3;
? Statement pursuant to § 46 para 3 of the Austrian SE Act (SEG) in
conjunction with § 87 para 2 AktG by and a CV of Johannes Meran in
accordance with agenda item 1;
? Wording of the proposed amendment to the Articles of Association under
agenda item 2 and comparison to the wording of the respective provision
of the Articles of Association currently in force;
? Written report of the Administrative Board in accordance with § 65 para
1b in conjunction with § 170 Abs 2 in conjunction with § 153 para 4
AktG on the exclusion of subscription rights in the course of the
authorisation to be adopted under agenda item 3 in accordance with § 65
para 1 lit 8, para 1a and para 1b AktG.

This information and these documents as well as the invitation notice will be
available in accordance with Art 53 SE-VO in conjunction with § 108 para 4 AktG
on the website of the Company at www.conwert.at at the latest from the twenty
first day prior to the General Meeting, hence from 20 September 2010.

Further, the following documents will be available on the website of the
Company at www.conwert.at from the twenty first day prior to the General
Meeting, hence from 20 September 2010:
? the forms for granting and revoking a power of attorney in accordance
with § 114 AktG

Rights of shareholders (§ 106 lit 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 shall be put on the agenda of the General Meeting
and published. Each agenda item has to be accompanied by a draft resolution and
a justification. The shareholders must have held their 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
submitted.

The shareholder's request must be received by the Company at the latest on the
nineteenth day prior to the General Meeting, hence 22 September 2010, at the
address conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, Attn. Mr.
Wolfgang Tutsch or - if the request is submitted by email with a electronic
signature within the meaning of § 4 para 1 SigG - to the address
[email protected].

b) Draft resolutions by shareholders

In accordance with Art 53 SE-VO in conjunction with § 110 AktG shareholders
whose individual or combined shareholdings equal one percent of the share
capital may submit 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 by a statement of the person nominated in
accordance with Art 46 Abs 3 SEG in conjunction with § 87 para 2 AktG. The
nominated person has to state his or her professional qualifications, his or
her professional or comparable functions and all circumstances which may create
an appearance of bias. The draft resolution, but not the justification for it,
must be presented in German.

The text form pursuant to § 13 para 2 AktG is sufficient for the shareholders'
request.

In case of bearer shares deposited in a securities account, a deposit
confirmation pursuant to § 10a AktG which may not be older than seven business
days at the date of submission is required as a confirmation of the
shareholding threshold for exercising this right. If a proposal is submitted by
two or more shareholders who hold combined, not individually, at least one
percent of the share capital, the deposit confirmations of such shareholders
have to refer to the same point of time (date, time). The formal requirements
of the deposit confirmation are stated below under item "Evidence of
shareholding".

The request shall be considered if it is received by the Company by the seventh
working day prior to the General Meeting, hence by 30 September 2010, at the
address conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, Attn. Mr.
Wolfgang Tutsch, or by fax, +43/(0)1/ 8900 500 71.

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 if such
information is 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 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 has to be provided truly and diligently and 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 if 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 General Meeting, hence at least from 4 October 2010. Such information
has to remain available on the website of the Company for a period of one month
after the General Meeting, hence at least until 11 November 2010.

Questions which require longer preparation should be submitted to the Company
in time before the 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) Evidence of shareholding

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

The deposit confirmation shall be issued by a bank domiciled in a member state
of the European Economic Area or in a full member state of the OECD and shall
contain the following information:
? Details of the issuing bank: Name and address or code commonly used in the
course of business between banks (SWIFT);
? Shareholder details: Name and address, date of birth in case of natural
persons, commercial register and register number in case of legal entities;
? Details of the shares: Number of shares held by the shareholder and ISIN
AT0000697750;
? Deposit number or other relevant description;
? Express declaration of the point of time or period the confirmation relates
to.

German language and English language deposit confirmations will be accepted.
Such confirmation may not be older than 7 days at the date of submission.

All shares of the Company are deposited in securities accounts and,
consequently, no shareholder is holding shares not deposited in securities
accounts. Therefore, a description of the procedure for evidencing the
shareholder status of shareholders whose shares are not deposited in securities
accounts is not required.

The deposit confirmations must be submitted by means of SWIFT, GIBAATWGGMS
(Message Type MT598, please indicate ISIN AT0000697750 in the text), by mail to
conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, or by fax,
+43/(0)1/ 8900 500 71, Attn. Mr Wolfgang Tutsch. They can also be sent in due
time as an attachment to an email in pdf-format to the email address
[email protected]; nonetheless, the deposit confirmations
have to comply with the requirements pursuant to § 10a AktG.

e) Information on the shareholder's right to make a motion in the General
Meeting pursuant to § 119 AktG

Each shareholder is entitled to make a motion in the General Meeting to each
item on the agenda which may not be announced beforehand. The evidence of the
right to participate within the meaning of this invitation is the prerequisite
for making such motion.

Kindly note the following: Candidates for the elections of Administrative Board
members can only be nominated by shareholders holding together at least one
percent of the share capital. Such motion has to be received by the Company at
the latest on the seventh business day before the General Meeting, hence 30
September 2010, in the way stated above. A statement pursuant § 46 para 3 SEG
in conjunction with § 87 para 2 AktG of the nominated person on his or her
professional qualification, his or her professional or comparable functions and
all circumstances which may create an appearance of bias has to be attached to
each nomination.

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

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

1 October 2010, 24:00.

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

A deposit confirmation according to § 10a AktG is sufficient as evidence of
shareholdings on the record date in 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 General Meeting, hence on 6
October 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 in § 10a para 2 AktG. The text form is sufficient for
the deposit confirmation pursuant to item VII. § 20 of the Articles of
Association. Deposit confirmations are accepted in German and English.

The deposit confirmations must be submitted by means of SWIFT, GIBAATWGGMS
(Message Type MT598, please indicate ISIN AT0000697750 in the text), by mail to
conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, or by fax,
+43/(0)1/ 8900 500 71, Attn. Mr Wolfgang Tutsch. They can also be sent in due
time as an attachment to an email in pdf-format to the email address
[email protected]; nonetheless, the deposit confirmations
have to comply with the requirements pursuant to § 10a AktG.

Representation by proxy (§ 106 lit 8 AktG):

All shareholders entitled to participate in the General Meeting have the right
to appoint a natural or legal person as a representative (proxy) who attends
the 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. The forms
provided on the Company´s website at www.conwert.at may be used for granting or
revoking a power of attorney. However, the use of these forms for granting or
revoking a power of attorney is not mandatory. 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 General Meeting or to send it in advance by mail to conwert Immobilien
Invest SE, A-1080 Vienna, Albertgasse 35, or by fax, +43/(0)1/ 8900 500 71,
Attn. Wolfgang Tutsch. In case of the latter two forms of communication (by
mail or fax), the power of attorney or its revocation must be received by the
Company by 8 October 2010, 12:00, 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 item VII. § 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 only by mail to conwert Immobilien Invest SE, A-1080 Vienna,
Albertgasse 35, or by fax, +43/(0)1/ 8900 500 71, 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 General Meeting, have their voting rights
exercised by Mr. Florian Khol, a partner at the law firm BINDER GRÖSSWANG
Rechtsanwälte GmbH, or a representative authorised by Mr. Florian Khol. It is
not mandatory that shareholders who wish to grant a power of attorney to a
representative appoint Mr. Florian Khol as their representative. If
shareholders wish to give a power of attorney to Mr. Florian Khol as their
representative, the following procedures must be complied with: The shareholder
submits the signed form, made out to Mr. Florian Khol, to Mr Florian Khol pA
BINDER GRÖSSWANG Rechtsanwälte GmbH A-1010 Vienna, Sterngasse 13, fax: +43 1
534 80 - 8, E-Mail: [email protected], in time so that the power of
attorney arrives there by 8 October 2010, 12:00 noon, Vienna time, at the
latest. The power of attorney given to Mr. Florian Khol is only effective if it
authorises Mr. Florian Khol to delegate authority within the power of attorney.
The shareholder may instruct Mr. Florian Khol how to exercise the voting
rights. Without instruction, Mr. Florian Khol will vote at his own discretion.

It is pointed out to the shareholders that they also have to meet the
requirements to participate in a General Meeting as described under item "Right
to participate and record date (§ 106 lit 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 General Meeting was
convened (§ 106 lit 9 AktG, § 83 para. 2 lit 1 Stock Exchange Act (BörseG)):

At the time the 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 General Meeting. As of 16 September 2010, close of
trading at the Vienna Stock Exchange, the Company owned 927,919 treasury
shares, which do not grant voting rights so that currently 84,431,354 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 General Meeting in time before its beginning. The
Company reserves the right to check the identity of persons attending the
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, September 2010 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]

Metrum Communications GmbH
Roland Mayrl
T +43 / 1 / 504 69 87-331
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 market: Wien
language: English

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