conwert Immobilien Invest SE

INVITATION to the 13th Annual General Meeting - Seite 4

2.2. Draft resolutions by shareholders

In accordance with Art. 53 SE Regulation in conjunction with Art. 110 AktG, shareholders whose individual or combined shareholdings equal one percent (1%) of the share capital, may submit, in text form pursuant to Art. 13 Sec. 2 AktG, proposals for resolution to the Company on each item of the agenda including a justification, and may call for these proposals be published on the website of the Company (www.conwert.at), including the names of the respective shareholders, a justification to be enclosed and, if applicable, a statement by the Executive Board or the Administrative Board. In the case of a proposal regarding the election of a member of the Administrative Board, the justification shall be replaced by a statement by the candidate put forward for election in accordance with Art. 46 Sec. 3 of the SE Act in conjunction with Art. 87 Sec. 2 AktG. In this statement, the proposed candidate shall present his or her qualifications, professional or comparable functions and any circumstances which may raise concerns of an appearance of bias. The proposed resolution, but not the justification for it, shall in any case be written in German.

The applicant has to prove his/her shareholdings with a deposit confirmation in accordance with Art. 10a AktG. The deposit confirmation shall not be older than seven days when presented to the Company. In the case of several shareholders who only together reach the required shareholdings of 1% of the share capital, the deposit confirmations for all shareholders shall refer to the same point in time (day, time).

Regarding the requirements for deposit confirmations, please refer to the details under agenda item 2.4 (Proof of shareholder status).

The request shall be considered if it is received by the Company by the seventh working day prior to the Annual General Meeting, i.e. by 25 April 2014 at the latest, at the address conwert Immobilien Invest SE, 1090 Vienna, Alserbachstraße 32, or by fax: [phone]; if the request is submitted in PDF format as an attachment to an e-mail with electronic signature in accordance with Art. 4 Sec. 1 SigG, it shall be sent to the e-mail address [e-mail]. Any requests in this regard to shall be marked for the attention of Angela Lutz.