conwert Immobilien Invest SE

Note and Invitation to the extraordinary General Meeting - Seite 2

1. Provision of information (Art 53 SE-Regulation in conjunction with sec 106 nr 4 Stock Corporation Act in conjunction with sec 3 para 5 GesAusG)

We note that, pursuant to sec 3 para 5 GesAusG and sec 108 para 3 and 4 Stock Corporation Act, the following documents will be available for inspection of the shareholders from 28 July 2017 on at the corporate seat of the Company, Alserbachstraße 32, 1090 Vienna, during regular business hours, Monday through Thursday (on business days) between 9 a.m. and 5:30 p.m. and Friday (on business days) between 9 a.m. and 2 p.m. and will also be available on the Company's website at http://www.conwert.at, which is registered with the Commercial Register:

+ the draft resolution of the resolution proposal on the squeeze-out by Vonovia;

+ the resolution proposal by the Administrative Board of the Company;

+ the joint report of the Administrative Board of the Company and Vonovia pursuant to sec 3 para 1 GesAusG dated 16 July 2017;

+ the expert evaluation report of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft dated 14 July 2017 evaluating the Company, on which the assessment of the adequacy of the cash compensation is based;

+ the report of PwC Wirtschaftsprüfung GmbH as court appointed expert auditor pursuant to sec 3 para 2 GesAusG dated 25 July 2017;

+ the annual financial statements, each including notes, management reports of the last three fiscal years, these years being 2014, 2015 and 2016;

+ the annual reports with the consolidated financial statements, including notes, pursuant to the International Financial Reporting Standards (IFRS), management reports and corporate governance reports of the Company of the last three fiscal years, these years being 2014, 2015 and 2016;

+ the full text of this note and this invitation.

The above documents will be available on the website of the Company ( http://www.conwert.at) until one month after the General Meeting.
At the latest from the 21st day prior to the General Meeting, i.e. from Tuesday, 8 August 2017, onwards the forms for granting and revoking power of attorney as per sec 114 Stock Corporation Act will also be made available on the Company's website at www.conwert.at, which is registered in the Commercial Register.

2. Rights of shareholders (art 53 SE Regulation in conjunction with sec 106 nr 5 Stock Corporation Act)

2.1 Request of agenda items by shareholders

Pursuant to sec 62 para 1 SE Act in conjunction with sec 109 Stock Corporation Act, 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 General Meeting and be published. "In writing" means a handwritten signature or an authorized company signature by each applicant or an e-mail with qualified electronic signature within the meaning of sec 4 para 1 Signature and Reliance Services Act (SVG). Each agenda item must be accompanied by a draft resolution and a rationale. The shareholders must have held the shares for at least three months prior to filing the request.