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    SPI   AT0000652250

S IMMO AG

(SPI)
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S Immo : Convocation (.pdf)

06/03/2021 | 01:05pm EDT

extraordinary General Meeting Vienna, 24 June 2021

This is a working translation from the German language version and for convenience

purposes only. Only the German version is legally binding.

S IMMO AG

Vienna

FN 58358 x, ISIN AT0000652250

Invitation to the extraordinary General Meeting of

S IMMO AG

("the Company")

on Thursday, 24 June 2021 at 10:00 a.m.

at the Vienna Marriott Hotel in 1010 Vienna, Parkring 12a.

  1. GENERAL MEETING TO BE CONDUCTED AS A VIRTUAL GENERAL MEETING WITHOUT THE PHYSICAL PRESENCE OFSHAREHOLDERS

1. The Austrian COVID-19 Act Amending Corporate Law (COVID-19-GesG) and Austrian COVID-19 Regulation Amending Corporate Law (COVID-19- GesV)

Following careful consideration, the Management Board has decided to take advantage of the new statutory regulations governing virtual general meetings in order to protect shareholders and other attendees.

In accordance with Section 1, para. 2, COVID-19-GesG, Austrian Federal Law Gazette (BGBl.) I, No. 16/2020, in the version of BGBl. I, No. 156/2020, and the COVID-19-GesV (BGBl.) II, No. 140/2020, in the version of BGBl. II, No. 616/2020), the General Meeting of S IMMO AG on 30 April 2021 is to be held as a virtual General Meeting in consideration of the interests of both the Company and the attendees.

According to the Management Board's decision, this means that shareholders and their proxies (with the exception of special proxies in accordance with Section 3, para. 4, COVID-19-GesV), cannot attend the General Meeting of S IMMO AG on 24 June 2021 in person in order to protect their health.

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

S IMMO AG

Friedrichstraße 10

1010 Vienna

Page 1 of 13

extraordinary General Meeting Vienna, 24 June 2021

The General Meeting will take place with the Chairman of the Supervisory Board, the members of the Management Board, the certifying notary and the four special proxies appointed by the Company present in person at the Vienna Marriott Hotel, Parkring 12a, 1010 Vienna.

Conducting the General Meeting in the form of a virtual General Meeting pursuant to the COVID-19- GesV will result in modifications to the otherwise customary procedures of the General Meeting as well as to how the shareholders exercise their rights.

Voting rights, the right to file motions, and the right to raise objections will be exercised exclusively by granting power of attorney and issuing instructions to one of the special proxies proposed by the Company in accordance with Section 3, para. 4, COVID-19-GesV.

Shareholders themselves can also exercise their right to information during the virtual General Meeting, exclusively in written or electronic form and exclusively by e-mail sent directly to the e-mail address fragen.simmoag@hauptversammlung.at.

2. Broadcast of the General Meeting on the Internet

The General Meeting will be streamed (audio and video) in real time on the Internet in accordance with Section 3, para. 2 and para. 4, COVID-19-GesV.

Doing so is permissible with respect to data protection law on the basis of the legal provisions of Section 3, para. 4, of the COVID-19-GesV.

All shareholders of the Company can watch the General Meeting on 24 June 2021, starting at 10:00 a.m., as a virtual General Meeting using computer equipment on the Internet at www.simmoag.at/hauptversammlung.

The technical requirements for the shareholders are appropriately reliable Internet access/a reliable Internet connection and an Internet-enabled device with a HTML5 Internet browser with JavaScript activated that is capable of playing the audio-visual stream (e.g. a PC with monitor and loudspeaker, notebook, tablet, smartphone, etc.).

With the video and audio of the General Meeting being broadcast in real time on the Internet, all shareholders who so desire will have the opportunity to follow the General Meeting as well as the Management Board's presentation and its responses to questions from shareholders.

Shareholders are hereby informed that this live broadcast as a virtual General Meeting will not enable remote participation (Section 102, para. 3, no. 2, of the Aktiengesetz (AktG - Austrian Stock Corporation Act) or remote voting (Section 102, para. 3, no. 3, of the AktG and Section 126 of the AktG) and the Internet broadcast will not be a two-way connection. Shareholders will therefore be unable to take the floor. Please refer to item VI below concerning the right to ask questions.

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

S IMMO AG

Friedrichstraße 10

1010 Vienna

Page 2 of 13

extraordinary General Meeting Vienna, 24 June 2021

Shareholders are also informed that the Company is responsible for the communications equipment used only to the extent that it falls within the Company's sphere of operations.

In all other respects, please refer to the organisational and technical requirements for attending the virtual General Meeting indicated in this invitation pursuant to Section 2, para. 4, of the COVID-19- GesV.

This year, shareholders are asked to pay special attention to the following items of this invitation, namely item V on appointment of a special proxy; item VI, subitem 3 on exercising shareholders' right to information; and item VI, subitem 4 on exercising shareholders' right to file motions.

  1. AGENDA

1. Resolution on the amendment to the Articles of Association in Section 13 of the Articles of Association to cancel the maximum voting right defined in Section 13 para 3 of the Articles of Association, combined with an amendment to the Articles of Association, which is subject to a condition precedent, in Section 13 of the Articles of Association to reinstate the maximum voting right with the same provisions, whereby the condition precedent shall be that the voluntary public offer published by IMMOFINANZ AG as bidder on 19 May 2021 pursuant to Section 25a Übernahmegesetz (ÜbG - Austrian Takeover Act) to shareholders (reference number of the Austrian Takeover Commision GZ 2021/3/1) has not become unconditionally binding.

  1. DOCUMENTS FOR THE EXTRAORDINARY GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE

The following documents, in particular, will be available from 03 June 2021 at the latest on the Company's website at www.simmoag.at/agm:

  • Request of IMMOFINANZ AG dated 19 May 2021 for the calling of the extraordinary shareholders' meeting
  • Proposed resolution and reasons for agenda item 1 by IMMOFINANZ AG dated dated 19 May 2021,
  • Statement of the Management Board and Supervisory Board on the proposed resolution by
    IMMOFINANZ AG,
  • Statement of the Management Board on the voluntary public takeover offer of IMMOFINANZ AG,

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

S IMMO AG

Friedrichstraße 10

1010 Vienna

Page 3 of 13

extraordinary General Meeting Vienna, 24 June 2021

  • Statement of the Supervisory Board on the voluntary public takeover offer of IMMOFINANZ AG,
  • Form granting power of attorney for one of the special proxies in accordance with Section 3, para 4, COVID-19-GesV,
  • Form for revoking a power of attorney,
  • Question form,
  • Full text of this invitation.

IV. RECORD DATE AND REQUIREMENTS FOR ATTENDANCE AT THE GENERAL MEETING

Eligibility to attend the virtual General Meeting and to exercise the shareholder rights to be exercised in conjunction with the virtual General Meeting in accordance with COVID-19-GesG and COVID-19- GesV is based on share ownership at midnight on 14 June 2021, Vienna time (Record Date).

Only persons who are shareholders as of the Record Date and demonstrate this to the Company are eligible to attend the virtual General Meeting.

Shareholders who accept the voluntary public takeover offer published by IMMOFINANZ AG for a on 19 May 2021 to acquire a controlling interest pursuant to Section 25a ÜbG, prior to the Record Date may still register for and participate in the General Meeting. As per Information of IMMOFINANZ AG the shares tendered for acceptance of the takeover offer during the acceptance period will receive the ISIN AT0000A2QM74. In this case, the registration for the Annual General Meeting and all other information to be provided in connection with the General Meeting can then be made with this ISIN (AT0000A2QM74).

A safe custody receipt in accordance with Section 10a AktG is required as evidence of share ownership on the Record Date and must be delivered to the Company through one of the following communication channels and addresses no later than 21 June 2021 (midnight, CEST, Vienna time):

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

S IMMO AG

Friedrichstraße 10

1010 Vienna

Page 4 of 13

extraordinary General Meeting Vienna, 24 June 2021

  1. For submission of the safe custody receipt in written or electronic form, which satisfies Section
    11 para 9 of the Articles of Association

By fax:

+43 (0)1 8900 500 - 85

By e-mail:

anmeldung.simmoag@hauptversammlung.at

(Please attach safe custody receipts as PDF files.)

(ii) For submission of the safe custody receipt in written form

By post or courier:

S IMMO AG

c/o HV-Veranstaltungsservice GmbH

8242 St. Lorenzen am Wechsel, Köppel 60

Via SWIFT:

GIBAATWGGMS

(Message Type MT598 or MT599,

text must include "ISIN AT0000652250" or "ISIN AT0000A2QM74")

Without a safe custody receipt received on time by the Company, shareholders cannot effectively appoint a special proxy and therefore will be unable to exercise their shareholders' rights.

We request that shareholders contact their custodian bank and arrange for the issuance and submission of a safe custody receipt. The record date has no effect on the ability to sell the shares.

Safe custody receipt in accordance with Section 10a AktG

The safe custody receipt must be issued by a custodian bank based in a member state of the European Economic Area or in a full member state of the OECD and must contain the following information:

  • Information regarding the issuer: name and address of company or a code commonly used in transactions between banks
  • Information regarding the shareholder: name of person or company and address; in the case of natural persons, also the date of birth; in the case of legal entities, place of registry and number with which the legal entity is registered in its country of domicile

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

S IMMO AG

Friedrichstraße 10

1010 Vienna

Page 5 of 13

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

S IMMO AG published this content on 03 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2021 17:04:02 UTC.


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