conwert Immobilien Invest SE

Note and Invitation to the extraordinary General Meeting

Shareholders' meeting according to article 107 section 3 AktG

Vienna (pta008/28.07.2017/08:55) - CONVENIENCE TRANSLATION OF GERMAN ORIGINAL INVITATION:
FOR INFORMATION PURPOSES ONLY

conwert Immobilien Invest SE
Vienna, company register number FN 212163 f
(the Company)

Publication of a note pursuant to sec 3 para 4 Austrian Squeeze-out Act

and

Invitation to the extraordinary General Meeting

Pursuant to sec 3 para 4 of the Austrian Squeeze-out Act (Gesellschafter-Ausschlussgesetz, GesAusG) the Administrative Board of an SE shall publish a note indicating that a resolution on a squeeze-out of minority shareholders is planned. Such note shall be published at least one month before the date of the General Meeting.

Vonovia SE, a company registered in the company register of the local court (Amtsgericht) Düsseldorf under HRB 68115 with corporate seat in Düsseldorf and business address at Universitätsstraße 133, Bochum, Germany ( Vonovia), as principal shareholder of the Company, has requested pursuant to the GesAusG that the General Meeting of the Company resolves on the transfer of the remaining shares of the Company to Vonovia. The resolution shall be made in the course of an extraordinary General Meeting.

Therefore, the Administrative Board of the Company invites the shareholders of the Company to an

extraordinary General Meeting

which will take place on Tuesday, 29. August 2017, at 10.00 AM, Vienna time, at Studio 44, Rennweg 44, 1030 Vienna.

Agenda:

1. Resolution on the squeeze-out of minority shareholders pursuant to sec 1 para 1 GesAusG and transfer of their shares in conwert Immobilien Invest SE to the principal shareholder Vonovia SE against granting of an adequate cash compensation pursuant to sec 2 GesAusG.

The principal shareholder has proposed and motioned to the Company that the extraordinary General Meeting of the Company resolves on the squeeze-out of the minority shareholders.

In accordance with this resolution proposal of the principal shareholder, the Administrative Board of the Company, pursuant to sec 108 para 1 Stock Corporation Act, proposes that the following resolution is passed:

"All shares of shareholders of conwert Immobilien Invest SE with its corporate seat in Vienna, registered in the company register of the Commercial Court of Vienna under FN 212163 f, differing from the principal shareholder Vonovia SE with corporate seat in Düsseldorf, registered in the company register of the local court (Amtsgericht) Düsseldorf under HRB 68115, will be transferred to the principal shareholder Vonovia SE against granting of an adequate cash compensation pursuant to sec 1 para 1 of the Austrian Squeeze-out Act (GesAusG). The principal shareholder Vonovia SE will pay to the minority shareholders a cash compensation in the amount of EUR 17,08 per share of conwert Immobilien Invest SE free of cost, commission and other charges. The cash compensation is due two months after the date on which the registration of the resolution is deemed to be published pursuant to sec 10 of the Austrian Company Act (UGB). An interest of two percent over the applicable base interest rate per year from the day following the day of the resolution of the General Meeting until the due date shall be paid. The costs of the execution of the squeeze-out, in particular the payment of the cash compensation, shall be borne by the principal shareholder Vonovia SE."