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ANNOUNCEMENT OF 05.16.2018 12:10 PM
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Shareholders' meeting according to article 107 section 3 AktG
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Warimpex Finanz- und Beteiligungs AG: 32nd Annual General Meeting

English translation of original German version for convenience purposes only

Wien (pta023/16.05.2018/12:10) - Warimpex Finanz- und Beteiligungs Aktiengesellschaft
FN 78485 w with its registered office in Vienna
("Company")
Invitation
to the
32nd Annual General Meeting
of shareholders
at A-1210 Vienna, "floridotower", Floridsdorfer Hauptstraße 1, 30th floor
taking place on Thursday, 14 June 2018 at 10.00 am
A g e n d a
1. Presentation of the approved annual financial statements including the management re-port, the separate (consolidated) non-financial report and the corporate governance re-port as of 31 December 2017 as well as of the consolidated financial statements and the group management report as of 31 December 2017 as well as of the supervisory board report regarding the financial year 2017.
2. Resolution on the use of the balance sheet result as shown in the annual financial state-ments.
3. Resolution on the discharge of the members of the management board from liability for the financial year 2017.
4. Resolution on the discharge of the members of the supervisory board from liability for the financial year 2017.
5. Resolution on the determination of the remuneration for the members of the supervisory board for the financial year 2017.
6. Appointment of the auditor and the group auditor for the financial year 2018.
7. Election of supervisory board members.
8. Resolution
a) on the revocation of the existing authorised capital in item 5.3 of the articles of association, according to which the management board is authorised pursuant to section 169 Austrian Stock Corporation Act within five of the entry of the respective amendment to the articles of association in the companies to increase the share capital by up to EUR 5,400,000.00 by issuing up to 5,400,000 new ordinary bearer shares (no-par value shares) against cash payment or contribution in kind, also in one or several tranches, also with the exclusion of subscription rights, and to determine the issue price as well as the conditions for the issue in accordance with the supervisory board, and pursuant to which the supervisory board is authorised to adopt amendments to the articles of association due to the exercise of the authorised capital;
as well as
b) on the creation of a new authorised capital by passing a resolution with which the management board is authorised within five years of the entry of the respective amendment to the articles of association in the companies register to increase the share capital by up to EUR 5,400,000.00 by issuing up to 5,400,000 new, ordinary bearer shares (no-par value shares) against cash payment and/or contribution in kind, also in one or several tranches, also with the partial or total exclusion of subscription rights, and to determine the issue price as well as the conditions for the issue in accordance with the supervisory board, as well as on the authorisation of the supervisory board to adopt amendments to the articles of association due to the exercise of the authorised capital;
as well as
c) on the amendments to the articles of association related to the resolutions under items a) and b).
9. Resolution
a) on the authorisation of the management board pursuant to section 174 para 2 Austrian Stock Corporation Act within five years of the date of the resolution and with the approval of the supervisory board to issue convertible and/or op-tion bonds conferring the right of conversion or subscription to up to 9,000,000 ordinary bearer shares in the Company with a proportionate share in the share capital of up to EUR 9,000,000.00, also in one or several tranches, and to de-termine all further terms, the issue and the conversion procedure with regard to the convertible and/or option bonds, the issue price as well as the exchange and conversion ratio. The subscription right of the shareholders is excluded. The service of the conversion and subscription rights can be effected by means of conditional capital or the own shares or a combination of both. The issue price of the convertible and/or option bonds is to be determined by means of a mar-ket standard price determination scheme in consideration of generally acknowl-edged methods of mathematical finance;
as well as
b) on the conditional increase in the share capital pursuant to section 159 para 2 item 1 Austrian Stock Corporation Act of up to a nominal value of EUR 9,000,000.00 through the issue of up to 9,000,000 new, ordinary bearer shares for the issuance to holders of convertible and/or option bonds - to which the management board is authorised by this annual general meeting - and the reali-sation of the requirements pursuant to section 160 para 2 Austrian Stock Corpo-ration Act, with regard to the authorisation of the management board to deter-mine the further details of the conditional capital increase and its execution, in particular regarding the terms of the issue and the conversion procedure for the convertible and/or option bonds, the issue amount as well as the conversion and exchange ratio, and on the authorisation granted to the supervisory board to adopt amendments to the articles of association arising from the issue of shares pursuant to the conditional capital ("conditional capital 4");
as well as
c) on the amendment to the articles of association related to the resolution under item b) by supplementing item 5. (Share Capital) of the articles of association with the new item 5.2 d).

Documents:
The following documents are available for inspection by the shareholders at the registered office of the Company ("floridotower", Floridsdorfer Hauptstraße 1, A-1210 Vienna):
* annual financial statements and management report,
* separate (consolidated) non-financial report pursuant to section 243b Austrian Com-mercial Code,
* corporate governance report pursuant to section 243c Austrian Commercial Code,
* consolidated financial statements and group management report,
* proposal on the use of the balance sheet result as shown in the annual financial state-ments,
* report of the supervisory board,
each with regard to the financial year 2017, and
* resolution proposals regarding the agenda items 2. to 9.,
* information on accountability relating to agenda item 6. pursuant to section 270 para 1a Austrian Commercial Code,
* curriculum vitae and declaration pursuant to section 87 para 2 Austrian Stock Corpora-tion Act for Hubert Staszewski relating to agenda item 7.,
* report in accordance with sections 169, 170 para 2 in conjunction with section 153 para 4 Austrian Stock Corporation Act (exclusion of subscription rights with regard to au-thorised capital) relating to agenda item 8.,
* report in accordance with section 174 para 4 in conjunction with section 153 para 4 Austrian Stock Corporation Act (exclusion of subscription rights with regard to the issu-ance of convertible bonds) relating to agenda item 9.,
* form for the granting of a power of attorney,
* form for the revocation of a power of attorney,
* form for the granting of a power of attorney to a representative of the IVA,
* form for the revocation of a power of attorney to a representative of the IVA,
* the full text of this invitation,
* further information with regard to the rights of shareholders pursuant to sections 109, 110, 118 and 119 Austrian Stock Corporation Act.
Starting from the 21st day prior to the annual general meeting, i.e. 24 May 2018, the above men-tioned documents are available for inspection at the registered office of the Company as well as on the website of the Company (www.warimpex.com), subpage Investors, subpage Annual Gen-eral Meeting, from this date onwards. These documents will also be available at the annual gen-eral meeting.
Information pursuant to section 106 item 5 Austrian Stock Corporation Act:
Pursuant to section 109 Austrian Stock Corporation Act, shareholders whose participation in the share capital amounts to or exceeds 5% of the share capital may request in writing to include other items on the agenda of the annual general meeting and to publish them. Every agenda item must supply an underlying proposal for a resolution together with an explanation. The applicants are required to be shareholders for at least three months prior to filing the request. The request must be received by the Company by 24 May 2018 at the latest. Such requests may be sent to the Company in writing to its registered seat at "floridotower", Floridsdorfer Hauptstraße 1, A-1210 Vienna, attn. Mr. Daniel Folian. Any such item request must supply an underlying proposal for a resolution together with an explanation. The capacity as shareholder must be verified by presen-tation of a deposit confirmation pursuant to section 10a Austrian Stock Corporation Act, confir-ming that the requesting shareholder was bearer of shares for more than three months before such request was made. Such deposit confirmation may not be older than seven days. In respect of further requirements regarding deposit confirmation, see exemplifications on requirements for participation below.
Pursuant to section 110 Austrian Stock Corporation Act, shareholders of the Company whose participation in the share capital amounts to at least or exceeds 1% of the share capital may file proposals in writing to the Company (in written form but no signature required) for a resolution and may demand that these proposals be made available on the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting, together with the names of the relevant shareholders requesting such resolutions and an explanation for those proposals, combined with a statement by the management or supervisory board if applicable, dealing with those proposals. Such request must be received by the Company by 5 June 2018 at the latest.
These requests must be delivered in writing to the Company's address "floridotower", Floridsdor-fer Hauptstraße 1, A-1210 Vienna, to the attention of Mr. Daniel Folian in electronic form (email to daniel.folian@warimpex.com, or via fax to +43 (0) 1 310 55 00 122). The capacity as share-holder must be verified by presentation of a deposit confirmation pursuant to section 10a Austri-an Stock Corporation Act, confirming that the requesting shareholder was bearer of shares for more than three months before such request was made. Such deposit confirmation may not be older than seven days. In respect of further requirements regarding deposit confirmation, see exemplifications on requirements for participation below.
Pursuant to section 118 Austrian Stock Corporation Act, every shareholder has the right to re-ceive information regarding the Company if requested by the shareholder, provided that this in-formation is necessary for an informed judgement regarding a particular item of the agenda.
Shareholder rights which are bound to the shareholding for a certain period of time can only be exercised if, pursuant to section 10a Austrian Stock Corporation Act, such shareholder can de-monstrate his shareholding for the relevant period of time by means of a deposit confirmation.
Further information regarding the shareholders' rights granted under sections 109, 110, 118 and 119 Austrian Stock Corporation Act, as well as the question until when such rights can be exer-cised, may be obtained from the website of the Company (www.warimpex.com), subpage Inves-tors, subpage Annual General Meeting, as of now.
Requirements for participation, deposit confirmation, verification deadline and proxy voting:
Only such shareholders are permitted to participate in the annual general meeting who have been shareholders until the end of the tenth day before the annual general meeting is to take place (verification deadline). The verification deadline is 4 June 2018.
The verification of the shareholding on the record date with regard to the Company in order to exercise the shareholders' rights has to be effected for deposit-administered bearer shares by means of presentation of a confirmation of the shareholding which shall be produced by the de-posit-administering credit institution with its seat in a member state of the EEA or in a full mem-ber state of the OECD (deposit confirmation). The deposit confirmation must be delivered i) to the Company's address "floridotower", Floridsdorfer Hauptstrasse 1, A-1210 Vienna, to the at-tention of Mr. Daniel Folian, or ii) in electronic form via email to daniel.folian@warimpex.com or via fax to +43 (0)1 310 55 00 122 or per SWIFT mt 599 to CENBATWW at the latest on the third working day prior to the annual general meeting, which is 11 June 2018. The deposit con-firmation must at least contain the information described in section 10a Austrian Stock Corpora-tion Act, namely:
* information about the issuer: name/company name and address or a standard code used in communication between credit institutions,
* information about the shareholder: name/company name, address, date of birth for nat-ural persons, registry and register number for legal entities if applicable,
* information about the shares: number of shares held by the shareholders, ISIN AT0000827209,
* deposit number or other designation,
* point in time to which the deposit confirmation refers.
The deposit confirmation submitted as proof of shareholding must be issued for the verification deadline, 4 June 2018.
The deposit confirmation submitted as verification of the individual's or entity's shareholding shall not be older than seven days at the time of delivery to the Company in order to demonstrate the shareholding of the respective shareholder. The deposit confirmation may be either delivered in German or English language.
Every shareholder, who is entitled to participate in the annual general meeting has the right to appoint any other natural or legal person as proxy holder. The Company itself or a member of the management or supervisory board may only exercise the right to vote as proxy holder if the shareholder has given an express instruction to do so with respect to an item of the agenda. In order to appoint a proxy holder the forms for the power of attorney provided by the Company have to be used which may be obtained from the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting, allowing also the granting of a restricted power of attorney, unless the shareholder has appointed a deposit-administering credit institution to act as proxy holder and such proxy has been granted pursuant to the applicable provisions for deposit-administering credit institutions.
Filled out power of attorney forms shall be returned to the Company either electronically (to the e-mail address daniel.folian@warimpex.com) or by fax (to the fax number +43 (0)1 310 55 00 122) or may be brought to the annual general meeting. This also applies to the revocation of a power of attorney.
As a special service, a representative of "Interessenverband für Anleger" (the Austrian Associati-on of Investors), IVA, Feldmühlgasse 22, A-1130 Vienna, is available to shareholders as an inde-pendent proxy holder for the exercise of voting rights at the annual general meeting on the basis of explicit instructions. A special power of attorney form can be found on the website of the Company (www.warimpex.com), subpage Investors, subpage Annual General Meeting. Mr. Flo-rian Beckermann, IVA, can also be contacted directly at +43 1 8763343-30, via fax +43 1 8763343-39 or via e-mail florian.beckermann@iva.or.at.
The above mentioned provisions regarding the granting of a power of attorney also apply corre-spondingly to the revocation of a power of attorney.
Shares and voting rights:
Pursuant to section 106 item 9 Austrian Stock Corporation Act, we declare that at the date of this invitation, 15 May 2018, the share capital of the Company amounts to EUR 54,000,000 and is divided into 54,000,000 no-par value ordinary bearer shares. Every no-par value ordinary share confers one vote. Provided that the Company has 66,500 own shares which pursuant to section 65 para 5 Austrian Stock Corporation Act have no voting rights, as of 15 May 2018 there are in total 53,933,500 voting rights.
Questions which may need some time in answering are to be presented to the management board in advance in written form in order to ensure the smooth process of the annual general meeting.
Admission to the annual general meeting
For the admission to the annual general meeting, you have to prove your identity. Please provide an official photo identification. If you attend the annual general meeting as a proxy holder, plea-se also take the proxy with you in addition to your official photo identification. If the original of the proxy was already sent to the Company, you may facilitate your admission if you can provi-de a copy of the proxy. The Company reserves the right to verify the identity of the persons par-ticipating in the meeting. In case the verification of the identity is not possible, admission may be denied. Admission for the collection of voting cards starts at 9.00 am.
Vienna, May 2018
The Management Board

(end)

emitter: Warimpex Finanz- und Beteiligungs AG
Floridsdorfer Hauptstrasse 1
1210 Wien
Austria
contact person: Daniel Folian
phone: +43 1 310 55 00
e-mail:
website: www.warimpex.com
ISIN(s): AT0000827209 (share)
stock exchanges: official trade in Vienna
other stock exchanges: Warsaw
Warimpex Finanz- und Beteiligungs AG