| IMMOEAST AG Vienna Invitation to the 10th Ordinary Shareholders' Meeting at Austria Center Vienna, Saal E, Bruno-Kreisky-Platz 1, 1220 Vienna on Thursday, 1 October 2009, at 11:00 a.m. with the following A G E N D A: 1. Presentation of the adopted annual financial statements as at 30 April 2009 including the management report of the executive board, and of the consolidated financial statements as at 30 April 2009 including the group management report of the executive board and the report of the supervisory board on the 2008/2009 business year. 2. Resolution on appropriation of the net profit for the year stated in the annual financial statements as at 30 April 2009 3. Resolution on approval of the actions of the executive board and of the supervisory board for the 2008/2009 business year. 4. Resolution on determination of the remuneration of the supervisory board members for the 2008/2009 business year. 5. Election of the auditor for the annual financial statements and consolidated financial statements for the 2009/2010 business year. 6. Resolution on (a) the authorisation of the executive board to increase the registered capital by up to EUR 208,456,031 by issuance of up to 208,456,031 new ordinary bearer shares against contributions in cash or in kind, in particular against contribution in kind of claims of holders of convertible bonds, within five years of registration of the relevant amendment to the Articles of Association in the Business Register, also in several tranches, excluding a subscription right or not, and to specify the offering price and the offering terms in agreement with the supervisory board; authorisation of the supervisory board to resolve on amendments to the Articles of Association that result from the authorised capital. (b) the relevant amendment to Article 7 of the Articles of Association by adding a new paragraph (2). 7. Resolution on the revocation of the authorisation granted to the executive board at the 9th ordinary shareholders' meeting of 11 September 2008 for a term of 30 months from the resolution to purchase treasury shares, and at the same time again authorising the executive board for a term of 30 months from the date of the resolution to purchase treasury shares of up to 10% of the company's registered capital in accordance with the provisions of Section 65 para 1 item 8 AktG [Austrian Joint Stock Companies Act]. For a term of 5 years from the resolution the executive board shall be authorised, with the consent of the supervisory board, to resolve on a mode of sale of treasury shares other than via the stock exchange or via a public offering, also excluding the general opportunity to buy, if the sale of treasury shares serves the purpose of being the consideration for real property or interests in real property transferred to the company or subsidiaries or if treasury shares are sold to holders of convertible bonds for conversion purposes. Moreover, the executive board shall be authorised to redeem treasury shares without further involvement of the shareholders' meeting, with the consent of the supervisory board. Reports of the executive board in accordance with Section 153 para 4 AktG regarding item 6 on the agenda concerning justification of exclusion of subscription rights in connection with the authorisation of the executive board to increase the registered capital against contributions in cash or in kind as well as regarding item 7 on the agenda concerning justification of exclusion of subscription rights in connection with the sale of treasury shares shall be published at least fourteen (14) days before the last day of the deposit period on the website of the company (www.immoeast.com) and made available for inspection by the shareholders at the registered office of the company at 1120 Vienna, Gaudenzdorfer Gürtel 67. Upon request every shareholder shall receive one free copy. Those shareholders who deposit their shares with an Austrian notary public, with the head office of an Austrian bank or with the company during business hours by Friday, 25 September 2009 until the end of the shareholders' meeting shall be entitled to attend the shareholders' meeting. Shares shall be deemed duly deposited also if they are held in a blocked security account of another bank until the end of the shareholders' meeting with the consent of any of the depositaries defined above. The depositaries shall submit the certificate of deposit to the company not later than one day after expiration of the deposit period at 1120 Vienna, Gaudenzdorfer Gürtel 67/6th floor, via fax in advance to +43 (0)5 7111-8260. The annual financial statements and the annual report including the consolidated financial statements for the 2008/2009 business year and the report of the supervisory board shall be available to the public free of charge at the company at 1120 Vienna, Gaudenzdorfer Gürtel 67 during normal business hours from 20 August 2009. The annual report may be ordered by calling +43 (0)5 7111 or may be retrieved from the company's website at www.immoeast.com. Pursuant to Section 83 para 2 item 1 of the Austrian Stock Exchange Act [BörseG] we further announce that the company has issued 833,824,125 shares and that every share grants one vote. Currently the company holds no treasury shares, which is why 833,824,125 voting rights can be exercised at the moment. Every shareholder who has timely registered for the shareholders' meeting in accordance with the above rules shall be entitled to attend the shareholders' meeting him/herself or through a representative authorised by written proxy and to exercise his/her statutory shareholder rights (in particular the right to ask questions and the right to vote). Vienna, 31 July 2009 The Executive Board | |
