EANS-General Meeting: Warimpex Finanz- und Beteiligungs AG / Invitation to the General Meeting

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Aktiengesellschaft

Invitation to an Extraordinary Shareholders' Meeting

on Friday, 16th of October 2009 at 9 a.m.

at 1210 Vienna, "Floridotower" Floridsdorfer Hauptstraße 1, 30th
floor

A g e n d a

1. Appointment of members of the Supervisory Board, on the one hand, due to
the tragic event of the passing away of the former chairman of the
Supervisory Board and on the other hand in order to appointing an
additional member to the Supervisory Board.

2. Resolution on
a) the withdrawal of the authorisation of the Management Board pursuant to
section 169 Austrian Stock Corporation Act (Aktiengesetz) to increase the
share capital with the approval of the Supervisory Board until 20.9.2011
in one or several tranches by up to EUR 9,000,000 by issuing of up to
9,000,000 new no-par value bearer shares against payment in cash or
contribution in kind to EUR 45,000,000, whereby the subject of the
contribution in kind and the person from whom the company shall purchase
the subject of the contribution in kind as well as the estimated volume
of the capital increase and the issuing price as well as the conditions
of the issue are to be determined in accordance with the Supervisory
Board;

b) the authorisation of the Management Board, within 5 years after the
registration of the relevant changes to the Articles of Association in
the commercial register, to increase the share capital up to
EUR 18,000,000 by issuing of up to 18,000,000 new no-par value ordinary
bearer shares against cash payment or contribution in kind in one or
several tranches with or without the exclusion of subscription rights and
to determine the issuing price as well as the conditions for the issue in
accordance with the Supervisory Board; the authorisation of the
Supervisory Board to undertake changes to the Articles of Association due
to the exercise of the authorized capital; section 5 para 2 of the
Articles of Association shall be amended accordingly.

3. Re-enactment (Neufassung) of the Articles of Association, in particular
in order to align the Articles of Association to the Amendment 2009 to
the Austrian Stock Corporation Act (Aktienrechtsänderungsgesetz 2009).

Documents:

The following documents are available at the seat of the company for
inspection by the shareholders: the proposals for the required
resolutions to the Agenda items 1., 2. and 3., a comparison of
section 5 para 2 of the Articles of Association (current
version and proposed amended version), a comparison between the
actual version of the Articles of Association and the proposed
amended version as well as the report of the Management Board
regarding the exclusion of subscription rights in accordance with
section 153 para 4 Austrian Stock Corporation Act with regard to
Agenda item 2. This invitation as well as the documents mentioned
above are also available on the website of the company
(www.warimpex.com). The declarations in accordance with section
86 para 2 Austrian Stock Corporation Act regarding those persons
which are to be elected as members of the Supervisory Board shall
be available five business days prior to the Extraordinary
Shareholders' Meeting at the seat of the company and on the
company's website. Furthermore, the forms for a power of
attorney or withdrawing such power of attorney pursuant to
section 114 Austrian Stock Corporation Act can be found on the
company's website. This information is available on the website
of the company until the end of the month in which the Extraordinary
Shareholders' Meeting takes place.

Notice according to section 106 number 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 on the Agenda of the Extraordinary Shareholders' Meeting
other items and to publish them. Every Agenda item must supply an
underlying proposal for a resolution together with an
explanation. The petitioners are required to be shareholders for at
least three months prior to filing the request. The request has to
be received by the company by the nineteenth day prior to the
Extraordinary Shareholders' Meeting.

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 are to be made available on the website of the company
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 the seventh business day prior to the
Extraordinary Shareholders' Meeting.

Pursuant to section 118 Austrian Stock Corporation Act, every
shareholder has the right to receive information regarding the
company if requested by the shareholder, provided that this
information is necessary for an informed judgment regarding a
particular item of the Agenda.

The rights of shareholders 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
demonstrate 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 and 118 Austrian Stock Corporation Act, as
well as the question until when such rights can be exercised, may
be obtained from the website of the company (www.warimpex.com).

Requirements for participation, deposit confirmation, record date
and proxy voting:

Only such shareholders are permitted to participate in the
Extraordinary Shareholders Meeting who have been shareholders until
the end of the tenth day before the Extraordinary Shareholders
Meeting is to take place (verification deadline). Verification
deadline is 6th October 2009.

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 deposit administering credit institution
with its seat in a member state of the EEA or in a full member
state of the OECD (deposit confirmation). The deposit confirmation
has to be delivered to the company's address (1210 Vienna,
"Floridotower" Floridsdorfer Hauptstrasse 1, 30th floor, to the
attention of Mr. Daniel Folian, fax number +43 (0) 1 310 55 00
122) or via SWIFT (mt 599 an CENBATWW) at the latest on the third
day prior to the Extraordinary Shareholders' Meeting. The
deposit confirmation has to at least contain the information
described in section 10a Austrian Stock Corporation Act. The
deposit confirmation 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 English or German language.

Every shareholder, who is entitled to take part in the
Extraordinary Shareholders' 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),
allowing also the granting of a restricted power of attorney,
unless the shareholder has appointed the 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 email address Daniel.folian@warimpex.com) or by fax (to the fax
number +43 (0)1 310 55 00 122). This also applies to the withdrawal
of a power of attorney.

Shares and voting rights:

Pursuant to section 83 para 2 number 1 Austrian Stock Exchange Act
and section 106 para 9 Austrian Stock Corporation Act we declare
that the share capital of the company amounts to EUR 36.000.000 and
is divided into 36.000.000 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 have pursuant to
section 65 para 5 Austrian Stock Corporation Act no voting rights,
there are in total 35.933.500 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 Extraordinary
Shareholders' Meeting.

Vienna, September 2009

The Management Board

Ende der Mitteilung euro adhoc
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ots Originaltext: Warimpex Finanz- und Beteiligungs AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Warimpex Finanz- und Beteiligungs AG

Phone: +43 1 310 55 00

Christoph Salzer

mailto:presse@warimpex.com

Daniel Folian, mailto:investor.relations@warimpex.com

www.warimpex.com

Branche: Real Estate
ISIN: AT0000827209
WKN:
Index: ATX Prime
Börsen: Wien / official market