conwert Immobilien Invest SE

INVITATION to the 13th Annual General Meeting

Shareholders' meeting according to article 107 section 3 AktG

Vienna (pta015/09.04.2014/09:45) - TRANSLATION OF THE ORIGINAL INVITATION IN GERMAN; THIS TRANSLATION IS FOR INFORMATION PURPOSES ONLY.

conwert Immobilien Invest SE, Vienna, Company Number FN 212163 f (the "Company") INVITES the shareholders of conwert Immobilien Invest SE to the 13th Annual General Meeting on 7 May 2014 at 10 am CEST at Haus der Industrie, Schwarzenbergplatz 4, 1031 Vienna, with the following Agenda:

1. Presentation of the approved annual financial statements as of 31 December 2013 in accordance with the Austrian Commercial Code (UGB), including notes and management report, Corporate Governance Report, the IFRS consolidated financial statements as of 31 December 2013 including notes and management report, the report of the Administrative Board in accordance with Art. 41 Sec. 2 and 3 of the SE Act, as well as the presentation of the annual report of the Administrative Board as per Art. 58 of the SE Act.

2. Resolution on the appropriation of net profit for the 2013 business year.

3. Resolution to ratify the actions of the members of the Administrative Board for the 2013 business year.

4. Resolution to ratify the actions of the members of the Executive Board for the 2013 business year.

5. Appointment of the auditor of the UGB annual financial statements and the IFRS consolidated financial statements for the 2014 business year.

6. Administrative Board elections.

7. Resolution on remuneration for the Administrative Board as of the 2015 business year.

8. Resolution on cancelling the existing authorised capital approved by Annual General Meeting resolutions on 4 June 2007 and 27 May 2008 and simultaneous resolution to authorise a conditional increase in the Company's share capital by up to EUR64,019,450 by issuing up to 12,803,890 new no-par value bearer shares in line with Art. 159 Sec. 2 (1) Stock Corporation Act (hereafter: AktG) for the purpose of granting conversion or pre-emptive rights to creditors of convertible bonds issued on the basis of the Annual General Meeting resolution on 27 May 2008, or to creditors of convertible bonds issued on the basis of the Annual General Meeting resolution on 7 May 2014.