PIAG Immobilien AG: Invitation to an extra-ordinary shareholders' meeting

Vienna (pta016/12.12.2014/12:30 UTC+1) -
English translation of original German version for convenience only.

PIAG Immobilien AG
Vienna
FN 397508 x
ISIN AT0000A1A5K1

Invitation to an extra-ordinary shareholders' meeting

We hereby invite our shareholders to the

extra-ordinary shareholders' meeting of PIAG Immobilien AG

to be held on Wednesday, 14 January 2015, at 12:00 a.m. (noon) (CET)
in 1010 Vienna, Schottenring 24, Palais Hansen Kempinski Vienna.

Agenda

1. Resolution on the merger by absorption of PIAG Immobilien AG as transferring company with UBM Realitätenentwicklung Aktiengesellschaft as acquiring company by transfer of the assets of PIAG Immobilien AG by way of universal legal succession and taking advantage of the tax benefits available under Article I Austrian Reorganisation Tax Act (Umgründungssteuergesetz - UmgrStG) with the merger record date as of 1 July 2014 as well as approval of the merger agreement.

DOCUMENTS FOR THE EXTRA-ORDINARY SHAREHOLDERS' MEETING
In particular, the following documents are available as of now, thus as of 12 December 2014, on the company's website at www.piag-immo.com/hv:

General documents:
- agenda of the extra-ordinary shareholders' meeting;
- form for granting proxy;
- form for revocation of proxy;
- full text of this invitation;
- information on shareholder's rights.

In the context of item 1 of the agenda:
- proposal for the resolution by the Managing Board and the Supervisory Board.

In addition, the following documents in relation to item 1 of the agenda are available as of now, thus as of 12 December 2014, on the company's website at www.piag-immo.com/hv. These documents have been available since 12 December 2014 on the company's website at www.piag-immo.com/Verschmelzung, thus more than one month prior to the extra-ordinary shareholders' meeting:

- Draft Merger Agreement dated 28 November 2014 including annexes;
- Joint Merger Report by the Managing Boards of PIAG Immobilien AG and UBM Realitätenentwicklung Aktiengesellschaft dated 28 November 2014;
- Audit Report by the court-appointed joint merger auditor (Audit Partner Austria Wirtschaftsprüfer GmbH) dated 28 November 2014;
- Report by the Supervisory Board of PIAG Immobilien AG dated 1 December 2014;
- Report by the Supervisory Board of UBM Realitätenentwicklung Aktiengesellschaft dated 1 December 2014;
- Audited closing balance sheet of PIAG Immobilien AG as of 1 July 2014 including notes;
- Annual financial reports of UBM Realitätenentwicklung Aktiengesellschaft for the last three financial years (2011, 2012 and 2013), which include
- the audited annual financial statements and management reports (Lageberichte) of UBM Realitätenentwicklung Aktiengesellschaft for the last three financial years (2011, 2012 and 2013) as well as
- the Corporate Governance-reports of UBM Realitätenentwicklung Aktiengesellschaft for the last three financial years (2011, 2012 and 2013);
- Annual financial statements of PIAG Immobilien AG (formerly CHSH Aurelia Holding GmbH) for the financial year 2013;
- Interim balance sheet of PIAG Immobilien AG as of 30 September 2014;
- Interim financial report (according to Section 87 Austrian Stock Exchange Act (Börsegesetz - BörseG) of UBM Realitätenentwicklung Aktiengesellschaft as of 30 June 2014.

INFORMATION ON THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109, 110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT ("AktG")

AMENDMENTS TO THE AGENDA BY SHAREHOLDERS
Shareholders whose shares in the aggregate account for 5% of the share capital and who have held those shares for at least three months prior to filing the motion may request in writing that additional items be included in the agenda of this extra-ordinary shareholders' meeting and that they be published, provided that such request is received in writing by the company not later than by 26 December 2014 at the address 1100 Vienna, Absberggasse 47, Attn. Mr. Rolf Petersen or by email, only with qualified electronic signature as defined in Section 4 para 1 SigG, at office.km@piag-immo.com or via SWIFT at GIBAATWGGMS, Message type MT598, please ensure to state ISIN AT0000A1A5K1 in the text. Every item so requested to be included in the agenda must be accompanied by a proposal for resolution including a statement of the reasons. The shareholder status has to be evidenced by providing a deposit receipt as defined in Section 10a AktG, which certifies that the requesting shareholders have held their shares for at least three months prior to filing the request and such evidence must not be older than seven days at the time of presentation to the company. As regards other deposit receipt requirements reference is made to the information about the right to attend shareholders' meetings.

SHAREHOLDERS' PROPOSALS FOR RESOLUTION REGARDING THE AGENDA
Shareholders whose shares in the aggregate account for 1% of the share capital may submit proposals for resolution including a statement of the reasons regarding any item on the agenda in text format and may request that such proposals including the statement of reasons be made available on the company's website, provided that such request in text format is received by the company by 2 January 2015 either by fax to 050 626 99 99 72 from Austria or +43 50626 99 99 72 from abroad or at the address 1100 Vienna, Absberggasse 47, Attn. Mr. Rolf Petersen, or by email at office.km@piag-immo.com, with such request to be attached in text format to the email message, for example as a PDF file.

The shareholder status must be evidenced by presenting a deposit receipt as defined in Section 10a AktG, which must not date back more than seven days at the time of presentation to the company. As regards the other deposit receipt requirements reference is made to the information about the right to attend shareholders' meetings.

RIGHT TO INFORMATION
At the extra-ordinary shareholders' meeting every shareholder shall, upon request, be informed about company matters to the extent such information is required for proper assessment of an item on the agenda.

Such information may be denied if, according to the reasonable judgement of an entrepreneur, disclosure of the same might cause a material disadvantage to the company or an affiliated enterprise or might be a punishable offence.

For reasons of procedural economy please submit any questions the answering of which will require an extended period of preparation in text format to the Managing Board timely before the extra-ordinary shareholders' meeting. Questions may be sent to the company by post to the address 1100 Vienna, Absberggasse 47, Attn. Mr. Rolf Petersen, or by fax to 050 626 99 99 72 from Austria or +43 50626 99 99 72 from abroad.

MOTIONS AT THE EXTRA-ORDINARY SHAREHOLDERS' MEETING
Every shareholder, irrespective of the number of shares s/he holds, is entitled to file a motion at the extra-ordinary shareholders' meeting with respect to any item on the agenda.

INFORMATION ON THE WEBSITE
Further information on these shareholder rights as defined in Sections 109, 110, 118 and 119 AktG are now available on the company's website at www.piag-immo.com/hv.

NOTICE REGARDING THE OPENING OURS ON THE HOLIDAYS
The front desk in the office building 1100 Wien, Absberggasse 47, will not be occupied on 24 December 2014, 25 December 2014, 26 December 2014, 31 December 2014, 1 January 2015 and 6 January 2015; and on 29 December 2014, 30 December 2014 as well as 2 January 2015 and 5 January 2015 it will only be occupied between 8:00 a.m. and 2:00 p.m.

It shall be noted that documents cannot be delivered on 24 December 2014, 25 December 2014, 26 December 2014, 31 December 2014, 1 January 2015 and 6 January 2015 and on the other stated days only during the stated opening hours.

EVIDENCE DATE AND ATTENDANCE AT THE EXTRA-ORDINARY SHAREHOLDERS' MEETING
The right to attend the extra-ordinary shareholders' meeting and to exercise voting rights and other shareholder rights which are to be claimed in connection with the extra-ordinary shareholders' meeting depend on the shares held at the end of 4 January 2015, midnight (CET) (Evidence Date).

Only persons who are shareholders at the Evidence Date and provide evidence thereof to the company are entitled to attend the extra-ordinary shareholders' meeting.

The number of shares held at the Evidence Date must be evidenced by providing a deposit receipt as defined in Section 10a AktG, which must be received by the company by 9 January 2015, exclusively at one of the addresses stated below:

By post or courier service:
PIAG Immobilien AG
to the attention of Mr. Rolf Petersen
1100 Vienna, Absberggasse 47

By fax:
+43 (1) 8900 500-77

By email:
anmeldung.piag@hauptversammlung.at, with the deposit receipt to be attached to the email message in text format, for example as a PDF file

Via SWIFT:
GIBAATWGGMS; message type MT598; please make sure to state ISIN AT0000A1A5K1 in the text

DEPOSIT RECEIPT AS DEFINED IN SECTION 10a AKTG
The deposit receipt must be issued by the bank keeping the securities account, which shall have its registered office 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 on the issuer: name and address or a standard code used for transactions between banks (BIC),
- information on the shareholder: name, address, date of birth in the case of individuals, register and register number in the case of legal entities,
- information on the shares: number of shares held by the shareholder, ISINAT0000A1A5K1,
- securities account number or any other designation,
- time to which the deposit receipt refers.

Deposit receipts as evidence of the shareholding for attendance of the extra-ordinary shareholders' meeting must refer to the Evidence Date stated above, i.e. 4 January 2015.

Deposit receipts will be accepted in German or in English.

REPRESENTATION BY PROXY
Every shareholder who is entitled to attend the shareholders' meeting has the right to appoint a proxy, who shall attend the shareholders' meeting on behalf of the shareholder and who shall have the same rights as the shareholder s/he represents.

A proxy must be granted to a specific person (an individual or a legal entity) in text format, and also several persons may be granted proxy.

The proxy shall be submitted to the company exclusively at one of the addresses stated below:

By post or courier service:
PIAG Immobilien AG
to the attention of Mr. Rolf Petersen
1100 Vienna, Absberggasse 47

By fax:
+43 (1) 8900 500-77

By email:
anmeldung.piag@hauptversammlung.at, with the deposit receipt to be attached to the email message in text format, for example as a PDF file

Personally:
At the time of registration for the extra-ordinary shareholders' meeting at the place of the meeting

A form for granting proxy and a form for revocation of proxy will be sent upon request and are available on the company's website at www.piag-immo.com/hv.

If a shareholder granted proxy to the bank that keeps his/her securities account(s), a confirmation of the bank in addition to the deposit receipt to the effect that it was granted proxy shall suffice. For transmission of that confirmation Section 10a (3) AktG shall apply mutatis mutandis.

If the proxy is not handed in personally at the time of registration at the day of the shareholders' meeting, the proxy must be received by the company by 13 January 2015, 4:00 p.m. (CET).

The foregoing regulations on granting of proxies shall apply mutatis mutandis to revocation of proxies.

As a special service, a representative of the Austrian Shareholders' Association (IVA - Interessensverband für Anleger), 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent proxy for exercising their voting right at the General Meeting. A special proxy form for this purpose can be downloaded from the company's website at www.piag-immo.com/hv. Shareholders can also contact Dr. Michael Knap of the IVA directly by calling +43 (0)1 8763343-30, by fax at +43 (0)1 8763343-39 or by e-mail at michael.knap@iva.or.at.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time of the convocation of the extra-ordinary shareholders' meeting, the share capital of the company amounts to EUR 14,617,500 and is divided into 14,617,500 non-par value bearer shares. Each share carries one vote. At the time of the convocation of the extra-ordinary shareholders' meeting, the company holds 70,000 treasury shares category B (ISIN AT0000A1A5L9). Therefore, the total number of shares carrying participation and voting rights at the time of convening the extra-ordinary shareholders' meeting amounts to 14,547,500.

We kindly ask you to have a valid official photo identification document ready for registration.

Admission for collection of voting cards will start at 11:00 a.m. (CET).

Vienna, December 2014
The Managing Board of PIAG Immobilien AG

(end)

Emitter:	PIAG Immobilien AG Absberggasse 47 1100 Wien Austria
Contact Person:	Dir. Prok. Rolf Petersen
Phone:	+43 50626-1199
E-Mail:	rolf.petersen@piag-immo.com
Website:	www.piag-immo.com
ISIN(s):	AT0000A1A5K1 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)