conwert Immobilien Invest SE

INVITATION to the 13th Annual General Meeting - Seite 2

9. Resolution to authorise the Executive Board to issue convertible bonds for five years from the date of the resolution as per Art. 174 Sec. 2 AktG, these convertible bonds shall have conversion or pre-emptive rights up to 12,803,890 bearer shares in the Company and a proportional share in the Company's share capital of up to EUR64,019,450 (convertible bonds 2014). If necessary, the pre-emptive rights of shareholders related to the convertible bonds issued shall be completely or partially excluded in line with Art. 174 Sec. 4 AktG in conjunction with Art. 153 AktG. The convertible bonds may only be issued for the purpose of refinancing the convertible bonds issued as a result of the Annual General Meeting resolutions on May 2008 and/or 15 April 2010.

10. Resolution related to agenda item 8 required for changes to Articles of Association in Art. 4.

11. Resolution on the change to the Articles of Association with regard to the amendment to Art. 20 Sec. 2 and Art. 4 of the Articles of Association to Art. 10a Sec. 1 AktG and Art. 262 Sec. 20 AktG in the version applicable as of 1 January 2014.

1. Provision of information (Art. 53 SE Regulation in conjunction with Art. 106 (4) AktG):

In accordance with Art. 53 SE Regulation, in conjunction with Art. 108 Sec. 3 AktG, the following documents will be available from the 21st day prior to the Annual General Meeting, i.e. from 16 April 2014, on the website http://www.conwert.at, which is registered in the Commercial Register:

+ Draft resolutions on agenda items and notes on agenda item 1, which does not require a resolution.

+ The proposal of the Executive Board on the appropriation of net profit as per Art. 41 Sec. 1 SE Act.

+ UGB annual financial statements as of 31 December 2013, including notes and management report.

+ Corporate Governance Report.

+ IFRS consolidated financial statements as of 31 December 2013, including notes and management report.

+ Report of the Administrative Board in accordance with Art. 41 Sec. 2 and 3 SE Act.

+ Annual report of the Administrative Board in accordance with Art. 58 SE Act.

+ Curricula vitae and statements by the candidates related to agenda item 6 as per Art. 46 Sec. 3 SE Act in conjunction with Art. 87 Sec. 2 AktG.

+ Comparison of Art. 4 of the Articles of Association and Art. 20 of the Articles of Association in their current form and with the proposed amendments.

+ Written report by the Administrative Board in accordance with Art. 38 Sec. 2 SE Act in conjunction with Art. 174 Sec. 2 AktG and Art. 153 Sec. 4 AktG on the exclusion of pre-emptive rights under the authorisation to be adopted for agenda item 9.