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

Invitation

to the

10th Annual General Meeting

of the shareholders of conwert Immobilien Invest SE

taking place on 20 May 2011 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 2010 according to the Austrian Commercial Code (UGB) including notes
and management report, the Corporate Governance Report, the consolidated
financial statements as of 31 December 2010 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 2010.
3. Resolution on the discharge of the members of the Administrative Board
for the financial year 2010.
4. Resolution on the discharge of the members of the Executive Board for
the financial year 2010.
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 2011.
6. Election of Administrative Board members.

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 29 April
2011, at the headquarters of the Company, 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 2010 in accordance with
the Austrian Commercial Code (UGB), including notes and management report;
• Corporate Governance Report;
• Consolidated financial statements as of 31 December 2010 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 respectively explanation about agenda
item 1, of which no resolution has to be adopted;
• Statements in accordance with § 46 para. 3 SE Act in conjunction with §
87 para. 2 AktG along with CVs of the candidates in relation with agenda item 6;
• CVs of the candidates in relation with agenda item 6.

• This information and these documents 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 29 April 2011. In addition the convening notice is available with
immediate effect as well on the website of the Company.

From the 21st day prior to the Annual General Meeting, hence from 29 April 2011,
furthermore will be made available immediately on the Company´s website at
www.conwert.at:
• the forms for granting and revoking a power of attorney in accordance
with § 114 AktG.

Rights of shareholders (§ 106 Z 5 AktG):
a) Request of agenda items by shareholders
In accordance with § 62 para. 1 SE Act in conjunction with § 109 AktG,
shareholders whose individual or combined shareholdings equal five percent (5%)
of the share capital may request in writing that additional items be put on the
agenda of the Annual General Meeting and published. "In writing" means a
handwritten signature or an authorised company signature by each applicant or an
e-mail with a qualified electronic signature in accordance with §4 para. 1 of
the Signature Act (SigG). 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.

To prove the stake in the share capital, which is required to exercise this
right, and its duration, a deposit confirmation in accordance with § 10a AktG is
sufficient for shares deposited in a securities account. This deposit
confirmation shall not be older than seven days at the time it is submitted and
shall confirm that the shareholder or shareholders has/have held the shares for
at least three months before the request for additional agenda items. If the
request for additional agenda items is submitted by several shareholders, whose
combined holdings total a minimum of 5% of the share capital, the deposit
confirmations for all shareholders shall refer to the same time (date, time).
Regarding the requirements for deposit confirmations, please refer to the
details under the item "Proof of shareholder status".

The request shall be considered if it is received by the Company at the latest
on the 21st day before the Annual General Meeting, hence on 29 April 2011, at
the address conwert Immobilien Invest SE, 1080 Vienna, Albertgasse 35, Attn. Ms
Angela Schmelzer-Ziringer, or - if the request is submitted by e-mail with
electronic signature in accordance with § 4 para. 1 SigG - at 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 (1%) 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 with a statement of the person proposed in
accordance with § 46 para. 3 SE Act in conjunction with § 87 para. 2 AktG. In
this statement, the person proposed shall illustrate his/her professional
qualification, professional or comparable functions and all circumstances which
may raise concerns regarding the person´s impartiality. The draft resolution,
but not the justification for it, must be presented in German.

The text form within the meaning of § 13 para. 2 AktG shall be sufficient for
this shareholder request.

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 11 May 2011, at the
address conwert Immobilien Invest SE, A-1080 Vienna, Albertgasse 35, Attn. Ms
Angela Schmelzer-Ziringer, if the request is submitted by e-mail with electronic
signature in accordance with § 4 para. 1 SigG - at the address
[email protected], or per fax: +43 (0)1 8900 500 71.

To prove the stake in the share capital, which is required to exercise this
right, a deposit confirmation in accordance with § 10a AktG is required for
shares deposited in a securities account, which must not be older than seven
days at the time it is submitted. If a draft resolution is submitted by several
shareholders, whose combined holdings total a minimum of 1% of the share
capital, the deposit confirmations for all shareholders shall refer to the same
time (date, time). Regarding the requirements for deposit confirmations, please
refer to the details under the item "Proof of shareholder status".

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. The
information shall comply with the principles of diligent and accurate
accountability 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 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, hence at
least since 13 May 2011, and this information remains available on the website
for a month after the Annual General Meeting, hence at least until 20 June 2011.

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 1080 Vienna, Albertgasse 35, Attn.
Ms Angela Schmelzer-Ziringer.
d) Proof of shareholder status
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 proof of shareholder status in the relevant period
or for the relevant point in time in accordance with § 10a AktG.

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 member state of the
OECD and must contain the following information (§ 10a para. 2 AktG):
• Detail of the issuer: name/company and address or a code commonly used
in dealings between banks (SWIFT-Code),
• Details of the shareholder: name/company, address, date of birth for
natural persons; for legal entities, if applicable, register and register number
under which the legal entity is registered in the country of origin,
• Information regarding shares: number of shares held by the shareholder,
ISIN AT0000697750,
• Deposit number or other description of the depot,
• Period or point of time which the deposit confirmation refers to.

The deposit confirmation is accepted in German or in English. It shall not be
older than seven days at the time it is submitted. In accordance with item VII.
§ 20 para. 3 of the articles of association, text form shall be sufficient for
deposit confirmations.

The deposit confirmations must be submitted by SWIFT, GIBAATWGGMS (Message Type
MT598, ISIN AT0000697750 please indicate in the text), or per post to conwert
Immobilien Invest SE, 1080 Vienna, Albertgasse 35, or per fax: +43 (0)1 8900 500
71, Attn. Ms Angela Schmelzer-Ziringer. They may also be sent in the pdf-format
as an attachment to an e-mail to the e-mail address
[email protected] in a timely manner. In this case the
deposit confirmations shall also comply with the legal requirements in
accordance with § 10a AktG.
e) Information about the right of shareholders to present motions at the
Annual General Meeting in accordance with§ 119 AktG
Every shareholder is entitled to present such motions at the Annual 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.

The following is pointed out explicitly: Persons to be elected to the
Administrative Board may only be proposed by shareholders whose combined
shareholdings amount to at least 1% of share capital. Such proposals must be
submitted to the Company at the latest on the seventh working day prior to the
Annual General Meeting, hence at the latest on 11 May 2011, in the
above-mentioned way under article b). Each proposal for election must be
accompanied by a statement in accordance with § 46 para. 3 SE Act in conjunction
with § 87 para. 2 AktG by the person proposed for election regarding his/her
qualification, professional or comparable functions as well as all circumstances
which may raise concern regarding a bias of this person.

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

10 May 2011, 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 at
the latest on 17 May 2011, and may not be older than seven days at the time it
is provided to the Company. In accordance with Art. VII. § 20 Para. 3 of the
articles of association, 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 at
the latest 17 May 2011, shall suffice.

The deposit confirmations and written confirmations of a notary public for
bearer shares that are not deposited must be submitted by means of SWIFT,
GIBAATWGGMS (Message Type MT598, ISIN AT0000697750, please indicate in the
text), or per post to conwert Immobilien Invest SE, 1080 Vienna, Albertgasse 35,
or per fax, +43 (0)1 8900 500 71, Attn. Ms Angela Schmelzer-Ziringer. They may
also be sent in the pdf-format as an attachment to an e-mail to the e-mail
address [email protected] in a timely manner. In this case
the deposit confirmations shall also comply with the legal requirements in
accordance with § 10a AktG.

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. The forms
provided on the Company´s website at www.conwert.at can be used for granting or
revoking the power of attorney. It is not mandatory to use these forms to grant
or revoke a 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, 1080
Vienna, Albertgasse 35, or per fax, +43 (0)1 8900 500 71, Attn. Ms Angela
Schmelzer-Ziringer. 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 19 May 2011, 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 § 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, 1080 Vienna, Albertgasse 35, or per fax,
+43 (0)1 8900 500 71, Attn. Ms Angela Schmelzer-Ziringer.

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 15 April 2011,
close of trading at the Vienna Stock Exchange the Company owned 1,434,276
treasury shares, which do not grant voting rights so that currently 83,924,997
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, April 2011
The Administrative Board

Further inquiry note:
conwert Immobilien Invest SE,
Peter Sidlo, Managing Director, 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, ATX
stockmarkets: official market: Wien
language: English

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