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

General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.

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")

MODIFIED INVITATION

to the

11th Annual General Meeting

of the shareholders of conwert Immobilien Invest SE

taking place on 31 May 2012 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 2011 according to the Austrian Commercial Code (UGB) including notes and management report, the Corporate Governance Report, the consolidated financial statements as of 31 December 2011 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 2011.
3. Resolution on the discharge of the members of the Administrative Board for the financial year 2011.
4. Resolution on the discharge of the members of the Executive Board for the financial year 2011.
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 2012.
6. Resolution on amendments to the articles of association in §§ 4 para. 2, 20 para. 4, 20a para. 1, 20a para. 3, 20a para. 5 and 20a para. 6, in particular for the adaptation to legal provisions which changed as a result of the Company Law Amendment Act 2011.
7. Resolution on the revocation of the existing authorisation to repurchase treasury shares for no specific purpose in accordance with the resolution of the extraordinary general meeting of 11 October 2010 and the simultaneous resolution on the authorisation of the Administrative Board in accordance with § 65 para. 1 (8) and para. 1a and 1b AktG to acquire treasury shares of the company and to determine the conditions for the buyback. Trading in treasury shares shall be excluded as a purpose of the acquisition. Authorisation of the Administrative Board, without further resolution by the Annual General Meeting, to withdraw shares and to adopt amendments to the articles of association which result from the withdrawal of the shares. Resolution on the authorisation of the Administrative Board to adopt, without any further resolution by the Annual General Meeting, treasury shares of the company, also in another manner permitted by law than over the stock exchange or by a public offer, also excluding the repurchasing right of shareholders, and to determine the conditions of sale.
8. Resolution on the revocation of the existing authorisations of the Administrative Board in accordance with §§ 4 para. 3 and 4 para. 5 of the articles of association and on the amendment to the articles of association, which results from the revocation; at the same time, resolution on the authorisation of the Administrative Board in accordance with § 38 para. 2 and § 63 SE Act in conjunction with § 169 AktG to increase the share capital of the company by up to nominal EUR 426,796,360 by issuing up to 42,679,636 new no-par bearer shares for a cash contribution or contribution in kind, in the case of a contribution in kind under full or partial exclusion of subscription rights, and to determine the issue conditions. Resolution on the authorisation of the Administrative Board to adopt amendments to the articles of association which result from the issuance of shares from authorised capital.
9. Resolution on the reduction of share capital by the company from EUR 853,592,730 by EUR 426,796,365 to EUR 426,796,365 in accordance with §§ 175ff of the Stock Corporation Act for the purpose of distribution of assets to the shareholders and for the purpose of allocation to unappropriated reserves.

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 from the 21st day prior to the Annual General Meeting, hence 10 May 2012, at the website of the company www.conwert.at, which is registered in the Commercial Register. - Annual financial statements as of 31 December 2011 in accordance with the Austrian Commercial Code (UGB), including notes and management report; - Corporate Governance Report;
- Consolidated financial statements as of 31 December 2011 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;
- Comparison of articles;
- Written report by the Administrative Board in accordance with §§ 65 para. 1b in conjunction with 153 para. 4 AktG on the exclusion of subscription rights with in the authorisation to be adopted with respect to agenda item 7; - Written report by the Administrative Board in accordance with §§ 170 para. 2 AktG in conjunction with 153 para 4 AktG on the exclusion of subscription rights within the authorisation to be adopted with respect to agenda item 8.

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 10 May 2011, the following will also be made available immediately on the Company's website at www.conwert.at, which is registered in the Commercial Register:
- 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 10 May 2012, at the address conwert Immobilien Invest SE, 1080 Vienna, Albertgasse 35, by telefax:
+43 (0)1 8900 500 71 or in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at, both Attn. Ms Angela Schmelzer-Ziringer.

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 April 2012, 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 anmeldung.conwert@hauptversammlung.at, 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 24 May 2012, and this information remains available on the website for a month after the Annual General Meeting, hence at least until 30 June 2012.

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 anmeldung.conwert@hauptversammlung.at 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 21 May 2012, 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

21 May 2012, 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 25 May 2012, 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 25 May 2012, 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 anmeldung.conwert@hauptversammlung.at 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, or in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela Schmelzer-Ziringer. In case of the latter three forms of communication (per post, fax or e-mail), the power of attorney or its revocation must be received by the Company by 30 May 2012, 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. The depository bank can submit these statements by SWIFT, GIBAATWGGMS (please indicate in the text Message Type MT598, ISIN AT0000697750) or per post to conwert Immobilien Invest SE, 1080 Vienna, Albertgasse 35, per fax, +43 (0)1 8900 500 71, or in the pdf-format as an attachment to an e-mail to the e-mail address anmeldung.conwert@hauptversammlung.at, Attn. Ms Angela Schmelzer-Ziringer; in any case, the statement must be received by the company by 30 May 2012, 12:00, local time Vienna.

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 30 April 2012, close of trading at the Vienna Stock Exchange the Company owned 3,863,964 treasury shares, which do not grant voting rights so that currently 81,495,309 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, May 2012
The Administrative Board

end of announcement euro adhoc

issuer: conwert Immobilien Invest SE
Albertgasse 35
A-1080 Wien
phone: 52145-0
FAX: 52145-111
mail: cwi@conwert.at
WWW: http://www.conwert.at
sector: Real Estate
ISIN: AT0000697750
indexes: WBI, ATX
stockmarkets: official market: Wien
language: English

Rückfragen & Kontakt:

Clemens Billek
conwert Immobilien Invest SE,
T +43 / 1 / 521 45-700,
E cwi@conwert.at

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