IMMOFINANZ : Comparison of Articles of Association

English translation of the German original version for convenience only.

The German original version shall prevail.

Translation from German

ARTICLES OF ASSOCIATION

OF

IMMOFINANZ AG

1. GENERAL PROVISIONS

Article 1

1. The name of the joint-stock company shall be IMMOFINANZ AG.
2. The registered office of the Company shall be in Vienna.
3. The duration of the Company shall not be limited to a definite period of time.

Article 2

1. The business purpose of the Company in Austria and abroad shall be:
2. 1. Purchase, development, management, renting (leasing) and realisation of developed and undeveloped real properties (including buildings on third party land (Superädifikate) and building rights (Baurechte));
   2. Real estate development, planning and implementation of real estate projects of any kind;
   3. Operating retail properties, residential properties, office properties, logistics centres and other properties;
   4. Conduct the business (Gewerbe) as real estate trustee (estate agent, property management, property developer);

English translation of the German original version for convenience only.

The German original version shall prevail.

1. 1. Acquisition, management and disposal of investments in other enterprises or corporations with the same or similar business purpose as well as the management and administration of such investments (holding function).
2. The Company shall be entitled to conduct any business and adopt all measures which are deemed to be necessary or useful within the scope of its business purpose, in particular also in fields of operations similar or related to the business purpose of the Company. Banking business according to the Austrian Banking Act (Bankwesengesetz) shall be excluded from the Company's operations."

Article 3

To the extent that and as long as it is compulsory by law, publications of the Company shall be made in the official gazette of "Wiener Zeitung". For the rest, publications of the Company shall be made in compliance with the statutory provisions applicable from time to time.

1. REGISTERED CAPITAL AND SHARESArticle 4

1. The registered capital of the Company amounts to EUR 138,669,711.00. Thereof
2. 1. EUR 489,104,725.71 have been paid up in cash;
   2. a share equivalent to a fully paid up capital contribution in the nominal amount of ATS 12,500,000 in "Wienerberger City" Errichtungsges.m.b.H. has been contributed as a contribution in kind by Wienerberger Immobilien GmbH, Vienna, in accordance with the provisions of the Austrian Re-Organisation Tax Act (Umgründungssteuergesetz) under an agreement on a contribution in kind dated 23 September 1998; as consideration for the said contribution in kind Wienerberger Immobilien GmbH received shares in the nominal amount of ATS 81,959,000;

English translation of the German original version for convenience only.

The German original version shall prevail.

1. pursuant to the merger agreement dated 21 January 2010 between IMMOEAST AG and IMMOFINANZ AG the assets and liabilities of IMMOEAST AG

attributable to the shares of IMMOEAST AG, which are not held by IMMOFINANZ AG, has been contributed as a contribution in kind for the share capital increase in the course of the merger; the shareholders of IMMOEAST AG have received shares in the nominal amount of EUR 589,027,546.14 in return. Pursuant to the settlement dated 08 May 2017 to terminate the legal proceedings over the review of the exchange ratio applied to that merger of IMMOEAST AG and IMMOFINANZ AG additional shares in the nominal amount of EUR 13,037,257.00 were distributed to former shareholders of

IMMOEAST AG.

1. The registered capital is divided into 138,669,711 non-par value bearer shares. The right to certification of individual shares shall be excluded.
2. Rescinded by supervisory board resolution of 3 September 2008.
3. The Executive Board is authorised for five years after registration of this amendment of the Articles of Association, in accordance with Section 169 Austrian Stock Corporation Act, with the consent of the Supervisory Board, to increase the share capital by up to EUR 69,334,855.00 by issuance of up to 69,334,855 new ordinary bearer shares in return for contributions in cash and/or in kind, also in several tranches and to specify the issue price, which must not be below the notional par value per share in the Company's share capital, the terms of the issuance and further details of the execution of the capital increase in agreement with the Supervisory Board as well as to offer the new shares to the shareholders also by way of an indirect subscription right pursuant to Section 153 para 6 Austrian Stock Corporation Act. The Executive Board shall be authorised, with the consent of the Supervisory Board, to fully or partially exclude the shareholders' subscription rights. In total the shares issued with excluded subscription rights on the basis of this authorisation against contribution in cash shall not exceed the limit of EUR 13,866,971.00, corresponding to 10% (ten per cent) of the share capital of the company. The Supervisory Board shall be authorised to resolve upon amendments

English translation of the German original version for convenience only.

The German original version shall prevail.

of the Articles of Association resulting from the issuance of shares based on the authorised capital.

The Executive Board is authorised for five years after registration of this amendment of the Articles of Association, in accordance with Section 169 Austrian Stock Corporation Act, with the consent of the Supervisory Board, to increase the share capital by up to EUR 69,334,855.00 by issuance of up to 69,334,855 new ordinary bearer shares in return for contributions in cash and/or in kind, also in several tranches and to specify the issue price, which must not be below the notional par value per share in the Company's share capital, the terms of the issuance and further details of the execution of the capital increase in agreement with the Supervisory Board as well as to offer the new shares to the shareholders also by way of an indirect subscription right pursuant to Section 153 para 6 Austrian Stock Corporation Act. The Executive Board shall be authorised, with the consent of the Supervisory Board, to fully or partially exclude the shareholders' subscription rights. In total the shares issued with excluded subscription rights on the basis of this authorisation against contribution in cash shall not exceed the limit of EUR 13,866,971.00, corresponding to 10% (ten per cent) of the share capital of the company. The Supervisory Board shall be authorised to resolve upon amendments of the Articles of Association resulting from the issuance of shares based on the authorised capital.

1. The share capital shall be conditionally increased in accordance with Section 159 para 2 item 1 Austrian Stock Corporation Act by up to EUR 69,334,855.00 by issuance of up to 69,334,855 new ordinary bearer shares. The purpose of the conditional capital increase is the issue of shares to holders of convertible bonds issued by the Company on the basis of the resolution of the shareholders' meeting of 03 May 2023. The issue price and the conversion and/or subscription ratio shall be determined with regard to market standard calculation methods and the stock market price of the shares of the Company (basis of the calculation of the issue price); the issue price must not be below the pro- rata amount of the share capital. The Executive Board shall be authorised, subject to the approval of the Supervisory Board, to determine further details of the execution of the conditional capital increase (especially issue price, rights attached to the shares, dividend entitlement). The Supervisory Board shall be authorised to resolve upon

English translation of the German original version for convenience only.

The German original version shall prevail.

amendments of the Articles of Association resulting from the issuance of shares from the conditional capital.

The share capital shall be conditionally increased in accordance with Section 159 para 2 item 1 Austrian Stock Corporation Act by up to EUR 13,866,971.00 by issuance of up to 13,866,971 new ordinary bearer shares. The purpose of the conditional capital increase is the issue of shares to holders of convertible bonds issued by the Company on the basis of the resolution of the shareholders' meeting of 29 May 2024. The issue price and the conversion and/or subscription ratio shall be determined with regard to market standard calculation methods and the stock market price of the shares of the Company (basis of the calculation of the issue price); the issue price must not be below the pro- rata amount of the share capital. The Executive Board shall be authorised, subject to the approval of the Supervisory Board, to determine further details of the execution of the conditional capital increase (especially issue price, rights attached to the shares, dividend entitlement). The Supervisory Board shall be authorised to resolve upon amendments of the Articles of Association resulting from the issuance of shares from the conditional capital.

1. Deleted.
2. Deleted.
3. Deleted.
4. Deleted.
5. Deleted.

Article 5

1. The shares are bearer shares.

English translation of the German original version for convenience only.

The German original version shall prevail.

1. If in the case of a capital increase the resolution on such increase contains no provision on whether the shares shall be registered shares or bearer shares, then those shares shall also be bearer shares.

Article 6

The form and contents of share certificates shall be determined by the executive board. The same shall apply to debentures, interest coupons, renewal coupons and warrants.

1. EXECUTIVE BOARD

Article 7

1. The executive board shall consist of one, two, three, four or five person(s).
2. The supervisory board shall allocate the tasks to be fulfilled by the executive board and define the transactions for which - in addition to the cases prescribed by law (Section 95 para 5 Austrian Stock Corporation Act (Aktiengesetz)) - the supervisory board's approval shall be required. To the extent provided for by law (Section 95 para 5 items 1, 2, 4, 5 and 6 Austrian Stock Corporation Act (Aktiengesetz)) the supervisory board shall also determine limits up to which no approval from the supervisory board shall be required. The supervisory board shall issue internal rules of procedure for the executive board.

Article 8

1. The supervisory board may resolve on the appointment of a chairman of the executive board.
2. If only one member of the executive board has been appointed, she/he shall sign solely on behalf of the Company. If two or more executive board members are appointed the Company shall be represented by two executive board members jointly or by one

English translation of the German original version for convenience only.

The German original version shall prevail.

executive board member together with an authorised officer of the Company (Prokurist).

Article 9

1. Resolutions of the executive board shall be passed by simple majority.
2. If an executive board member has been appointed chairman of the executive board, his vote shall be the casting vote.

IV. SUPERVISORY BOARD

Article 10

1. The supervisory board shall consist of at least three but not more than six members.
2. The members shall be elected by the shareholder's meeting.
3. Supervisory board members shall be elected for a term that ends upon the end of the shareholders' meeting that resolves on the discharge of the supervisory board members in the fourth business year after the election unless they are elected for a shorter term of office. The business year of the election shall not be counted; re-election shall be permitted.
4. If a member retires before the end of his/her term of office, a by-election need not be held earlier than at the next ordinary shareholders' meeting. However, in case the number of supervisory board members drops below three a by-election shall be held immediately at an extraordinary shareholders' meeting.
5. By-electionsshall be for the residual term of office of the retired member. If a member of the supervisory board is elected by an extraordinary shareholders' meeting, his/her first year in office shall end upon the end of the next ordinary shareholders' meeting.

English translation of the German original version for convenience only.

The German original version shall prevail.

1. Each member of the supervisory board may resign from office, even without an important reason, by giving four weeks' notice to the executive board or the chairman of the supervisory board and in case the latter should not be available to a deputy chairman of the supervisory board.
2. The supervisory board shall hold at least four meetings per business year, which shall be convened at equal intervals, to the extent possible.

Article 11

1. Once a year the supervisory board shall elect a chairman and one or two deputy chairmen from among its members at a meeting to be held subsequently to an ordinary shareholders' meeting, and no separate invitation shall be necessary for such meeting. A by-election shall be held immediately, if the chairman or all deputy chairmen retire from office.
2. If during an election no candidate should receive absolute majority, a decisive ballot shall be held between the two candidates who were given most of the votes.

Article 12

1. The supervisory board shall issue its own internal rules of procedure.
2. The supervisory board may resolve that specific types of transactions may only be carried out with its approval.
3. Meetings of the supervisory board shall be convened in writing, by fax, by e-mail or by phone by the chairman or, in case she/he is unable to do so, by a deputy, to the address most recently advised.

English translation of the German original version for convenience only.

The German original version shall prevail.

1. The supervisory board shall constitute a quorum if at least three members are present, which shall include the chairman or a deputy. The meeting shall be chaired by the chairman or his/her deputy in case the chairman is unable to attend. The chairman of the meeting shall determine the mode of voting.
2. Resolutions shall be passed by simple majority of the votes cast. In case of a tie, also in case of elections, the person chairing the meeting shall have the casting vote.
3. A supervisory board member may entrust another supervisory board member with his/her representation at a specific meeting in writing; the supervisory board member represented shall not be counted when determining whether the meeting constitutes a quorum or not (paragraph 4). The right to chair a meeting cannot be transferred.
4. Minutes shall be kept on deliberations and resolutions of the supervisory board, which shall be signed by the chairman of the meeting.
5. Resolutions may also be passed in writing, via fax, phone or in any other comparable form of passing of resolutions if no member of the supervisory board expressly objects to such procedure. The provisions of paragraph 5 shall apply mutatis mutandis. Representation according to paragraph 6 shall not be permitted for written resolutions by circulation.

Article 13

1. The supervisory board shall be entitled to establish committees from among its members. The supervisory board shall determine their tasks and powers as well as their internal rules of procedure, if any. The committees may also be given decisionmaking power.
2. The provisions of Article 12 paras 3 to 8 shall apply mutatis mutandis to the committees of the supervisory board unless otherwise provided for in Article 13.

English translation of the German original version for convenience only.

The German original version shall prevail.

1. Committees shall have at least three members.

Article 14

Declarations of will of the supervisory board and its committees shall be made by the chairman of the supervisory board or, in the case of his/her inability to do so, by one of his deputies.

Article 15

1. Apart from reimbursement of his/her cash expenses and an attendance fee for each meeting every supervisory board member shall be paid an annual allowance. The amount of the attendance fee and of the allowance shall be fixed by the shareholders' meeting by resolution.
2. If members of the supervisory board in that capacity assume a special task in the Company's interest, a special remuneration may by granted therefor by resolution of the shareholders' meeting.
3. The Company shall bear special taxes for remuneration paid to supervisory board members.

Article 16

The supervisory board may resolve on amendments to the Articles of Association which only concern the form of the same.