UBM Development AG: Convening of the 145th Annual General Meeting
Vienna (pta021/22.04.2026/10:30 UTC+2)
We hereby invite our shareholders to the Annual General Meeting of UBM Development AG on Thursday, 21 May 2026, at 2:00 p.m., CEST, at MQ Libelle, 1070 Vienna, Museumsplatz 1/5.
I. AGENDA
1. Presentation of the annual financial statements including the management report and the corporate governance report, the consolidated financial statements including the group management report, the non-financial report (ESG sustainability report) and the report prepared by the Supervisory Board for the financial year 2025
2. Resolution on the discharge from liability of the members of the Management Board for the financial year 2025
3. Resolution on the discharge from liability of the members of the Supervisory Board for the financial year 2025
4. Election of the auditor (for the financial statements) and the group auditor (for the consolidated financial statements) as well as the auditor of the sustainability reporting for the financial year 2026
5. Resolution on the remuneration report for the financial year 2025
6. Resolution on the remuneration policy
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFOR-MATION ON THE WEBSITE
In particular, the following documents will be made available on the Company's website registered with the companies register at www.ubm-development.com from 30 April 2026 at the latest:
• Annual financial report 2025, including the annual financial statements and the management report,
• Corporate governance report 2025,
• Annual report 2025, including
o Consolidated financial statements including the group management report,
o Report of the Supervisory Board,
• Non-financial report 2025 (ESG sustainability report),
• Proposals for resolutions on items 2 to 6 of the agenda,
• Remuneration report for the financial year 2025,
• Remuneration policy (Remuneration Policy 2026),
• Form for granting a proxy,
• Form for granting a proxy and instructions to the independent voting proxy holder (IVA/Dipl.-Vw. Dipl.-Jur. Florian Beckermann, LL.M.),
• Form for the revocation of a proxy,
• Information on the integration of ISO 20022 SWIFT messages into the delivery logic for depos-it receipts (Depotbestätigungen) and proxies,
• Full text of this convocation.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATING IN THE ANNUAL GEN-ERAL MEETING
The right to attend the Annual General Meeting and to exercise the voting rights and the other shareholders' rights, which are to be exercised in the course of the Annual General Meeting, depends on the shares held as of the end of 11 May 2026 (12:00 p.m., CEST) (Record Date). Only those persons who are shareholders as of the Record Date and who provide proof thereof to the Company are entitled to participate in the Annual General Meeting.
Evidence of shareholding as of the Record Date is to be provided in the form of a deposit receipt (Depotbestätigung) pursuant to Section 10a AktG, which has to be submitted to the Company at the latest by 18 May 2026 (12:00 p.m., CEST) exclusively by one of the following means of communication and exclusively to one of the following addresses:
(i) For the submission of a deposit receipt in text form, which is deemed sufficient by the articles of association pursuant to Article 17 para 3
By email anmeldung.ubm@hauptversammlung.at
(Please send deposit receipts in PDF format)
By fax +43 (0) 1 8900 500 – 50
(ii) For the submission of a deposit receipt in written form
By mail or UBM Development AG
courier c/o HV-Veranstaltungsservice GmbH
Köppel 60
AT-8242 St. Lorenzen/Wechsel
By SWIFT ISO 15022 CPTGDE5WXXX
(Message Type MT598 or MT599,
ISIN AT0000815402 must be stated mandatorily in the
text)
By SWIFT ISO 20022 ou=xxx,o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
(where appropriate seev.004.001.11)
A detailed description is available for download at www.ubm-development.com
Shareholders are requested to contact their relevant custodian bank and arrange for a deposit receipt to be issued and submitted. The Record Date does not affect the transferability of shares and is not relevant for the entitlement to receive dividends.
Deposit receipt pursuant to Section 10a AktG
The deposit receipt must be issued by the custodian bank with 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 (Section 10a para 2 AktG):
• Information on the issuer: name and address or a standard code used for transactions between banks (SWIFT-Code),
• Information on the shareholder: name/company name and 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, ISIN AT0000815402 (international securities identification number),
• Deposit number or securities account number or any other designation,
• Reference time or time period to which the deposit receipt refers.
Deposit receipt as evidence of the shareholding for participating in the Annual General Meeting must refer to the Record Date stated above, 11 May 2026 (12:00 p.m., CEST). Deposit receipt will be accepted in German or in English.
Proof of Identity: UBM Development AG reserves the right to verify the identity of persons attending the meeting. If it is not possible to verify the identity, admission may be refused. Shareholders and their proxy holders are therefore requested to have a valid official photo ID ready for identification at registration. If you are attending the Annual General Meeting as a proxy holder, please take the proxy with you in addition to your official photo ID. If the original proxy has already been sent to the Company, you will ease admission if you have a copy of the proxy with you.
IV. POSSIBILITY OF APPOINTING A PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED IN DOING SO
Any shareholder who is entitled to participate in the Annual General Meeting and who has provided the Company with evidence of this in accordance with the provisions of item III. of this convening notice has the right to appoint a proxy holder who will attend the Annual General Meeting on behalf of the shareholder and who will have the same rights as the shareholder whom he/she represents. The proxy must be granted to a specific person (an individual or a legal entity) in text form (Sec-tion 13 para 2 AktG), whereby also several persons may be authorized. Proxies may be granted both before and during the Annual General Meeting. We offer the following communication channels and addresses for the submission of proxies:
By mail or UBM Development AG
courier c/o HV-Veranstaltungsservice GmbH
Köppel 60
AT-8242 St. Lorenzen/Wechsel
By email anmeldung.ubm@hauptversammlung.at
(Please send proxies in PDF format)
By fax +43 (0) 1 8900 500 – 50
By SWIFT ISO 15022 CPTGDE5WXXX
(Message Type MT598 or MT599,
ISIN AT0000815402 must be stated mandatorily in the
text)
By SWIFT ISO 20022 ou=xxx,o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
(where appropriate seev.004.001.11)
A detailed description is available for download at www.ubm-development.com
The proxies must be received at one of the above addresses no later than 20 May 2026, 4:00 p.m., CEST, unless they are handed over at the entrance and exit control of the Annual General Meeting on the day of the Annual General Meeting. A proxy form and a form for the revocation of the proxy will be available on and can be download-ed from the Company's website at www.ubm-development.com from 30 April 2026 at the latest. In the interest of smooth processing, we request that you always use the forms provided. Details on the authorisation, in particular on the text form and the content of the proxy, are provided in the proxy form made available to the shareholders. If the shareholder has granted proxy to his custodian bank (Section 10a AktG), it is sufficient if the bank, in addition to the deposit receipt, submits the declaration that it has been granted proxy by the means provided for its submission to the Company. Shareholders may personally exercise their rights at the Annual General Meeting even after grant-ing proxy. Personal appearance shall be deemed as revocation of a proxy previously granted. The above provisions on the granting of a proxy apply mutatis mutandis to the revocation of the proxy.
Independent voting proxy holder:
As a special service, a representative of the Interessenverband für Anleger – IVA, 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent voting proxy holder (unabhängiger Stimmrechtsvertreter) to exercise their voting rights at the Annual General Meeting; a special proxy form can be downloaded from the Company's website at www.ubm-development.com for this purpose. In addition, Dipl.-Vw. Dipl. Jur. Florian Beckermann, LL.M of the IVA can be contacted directly by telephone at +43 (0)1 8763343-30.
V. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO SECTIONS 109, 110, 118 AND 119 AktG
1. Amendments to the agenda by shareholders pursuant to Section 109 AktG
Shareholders who collectively hold shares corresponding to 5% of the share capital and who have held those shares for at least three months prior to filing a request may request in writing that additional items be included in the agenda of this Annual General Meeting and published, provided that such a request is received in writing by mail or courier no later than on 30 April 2026 (12:00 p.m., CEST) by the Company exclusively at the address AT-1100 Vienna, Laaer-Berg-Straße 43, to the attention of Mag. Ralf Mikolasch, or by e-mail with qualified electronic signature to the e-mail address hauptversammlung@ubm-development.com or by SWIFT ISO 15022 to the address CPTGDE5WXXX. "In writing" means with a personal hand-written signature or the company's legally binding signature by each applicant or, if submitted by e-mail, with a qualified electronic signature, or, if submitted via SWIFT ISO 15022, with message type MT598 or MT599, where the text must in any case also state ISIN code AT0000815402.
Each agenda item so requested must include a resolution proposal and state the reason for the request. The agenda item and the proposed resolution, but not the reasons for the resolution, must also be worded in German. Proof of shareholding must be provided by submitting a deposit receipt pursuant to Section 10a AktG which certifies that the shareholders making the request have held the shares for at least three months before submitting the request and which must not be more than seven days old at the time of submission to the Company. Several deposit receipts on shares that only in the aggregate constitute a shareholding of 5% must refer to the same time and date.
With regard to the other requirements relating to the deposit receipt, reference is made to the explanations on the requirements for participating in the Annual General Meeting (item III. of this convening notice).
2. Shareholders' proposals for resolutions on the agenda pursuant to Section 110 AktG
Shareholders who collectively hold shares corresponding to 1% of the share capital may submit proposals for resolutions regarding any item on the agenda in text form, including a statement of the reasons, and may request that such proposals be made available on the Company's web-site registered with the companies register including the names of the shareholders concerned, the reasons to be provided and comments of the Management Board or the Supervisory Board, if any, if this request is received by the Company in text form no later than 11 May 2026 (12:00 p.m., CEST) either by mail or courier at AT-1100 Vienna, Laaer-Berg-Straße 43, to the attention of Mag. Ralf Mikolasch, or by email to hauptversammlung@ubm-development.com, whereby the request must be attached to the email in text form, for example as a PDF file. If text form is required pursuant to Section 13 para 2 AktG for declarations, the declaration must be submitted in a certificate or in another way using written characters suitable for permanent reproduction, stat-ing the identity of the person making the statement and indicating the confirmation of the declara-tion by a facsimile of the person's signature or by other means. The proposed resolution, but not the reasons for it, must also be worded in German.
Proof of shareholding must be provided by submitting a deposit receipt pursuant to Section 10a AktG, which must not be more than seven days old at the time of submission to the Company. Several deposit receipts on shares that only in the aggregate constitute a shareholding of 1% must refer to the same time and date.
With regard to the other requirements relating to the deposit receipt, reference is made to the explanations on the requirements for participating in the Annual General Meeting (item III. of this convening notice).
3. Shareholders' right to information pursuant to Section 118 AktG
Each shareholder, upon request, is to be provided with information on the Company's matters at the Annual General Meeting to the extent that such information is necessary for the proper as-sessment of an item of the agenda. The obligation to provide information shall also include the Company´s legal and business relationships to affiliated companies as well as to the situation of the Group and the companies included in the consolidated financial statements.
The Company may refuse to provide such information if reasonable business judgement suggests that disclosure of the same may cause a material disadvantage to the Company or an affiliate or may be a punishable offence.
Pursuant to Article 19 para 2 of the articles of association, the chairman of the Annual General Meeting may reasonably limit the time allowed for shareholders to ask questions and speak. He may, in particular at the beginning, but also during the Annual General Meeting, impose general and individual restrictions on the time allowed for speaking and asking questions.
Requests for information must generally be made orally at the Annual General Meeting, but may also be made in writing.
For the sake of efficiency, questions that require lengthy preparation to be answered shall be submitted to the Management Board in text form in good time prior to the Annual General Meet-ing. Questions can be sent to the Company by email to hauptversammlung@ubm-development.com.
4. Shareholder requests at the Annual General Meeting pursuant to Section 119 AktG
Each shareholder, irrespective of the number of shares s/he holds, is entitled to file a request at the Annual General Meeting with respect to any item on the agenda. If there are several requests relating to an item on the agenda, the chairman shall determine the order of voting in accordance with Section 119 para 3 AktG.
5. Information on data protection
UBM Development AG processes personal data of shareholders (in particular those pursuant to Section 10a para 2 AktG, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder, type of share if applicable, number of the voting card and, if applicable, name and date of birth of the proxy) on the basis of the applicable data protection provisions, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, in order to enable shareholders to exercise their rights within the framework of the Annual General Meeting.
The processing of shareholders' personal data is mandatory for the participation of shareholders and their proxies at the Annual General Meeting in accordance with the Stock Corporation Act. The legal basis for the processing is therefore Article 6 (1) c) GDPR, in particular in connection with the provisions of stock corporation law mentioned below.
UBM Development AG is the responsible party for the processing. UBM Development AG uses external service providers such as notaries, lawyers, banks and IT service providers for the purpose of organising the Annual General Meeting. UBM Development AG will only provide these service providers with personal data that is necessary for the execution of the services they have been commissioned with. Insofar as they act as data processors, they process the data exclu-sively in accordance with the instructions of UBM Development AG. Where legally necessary, UBM Development AG has concluded a data protection agreement with these service providers.
If a shareholder attends the Annual General Meeting, all shareholders present or their proxy hold-ers, the members of the Management Board and Supervisory Board, the notary and all other persons with a legal right to attend may inspect the legally prescribed list of participants (Section 117 AktG) and thereby also inspect the personal data mentioned therein (i.a. name, place of resi-dence, shareholding). UBM Development AG is also legally obliged to submit personal sharehold-er data (in particular the list of participants) as part of the notarial minutes to the companies register (Section 120 AktG).
Shareholders' data will be anonymized or deleted as soon as they are no longer necessary for the purposes for which they were collected or processed, and unless other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from corporate law, stock corporation law and takeover law, tax law and anti-money laundering regulations. If legal claims are made by shareholders against UBM Development AG or vice versa by UBM Development AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with court proceedings before civil courts, this can lead to the storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding completion.
Every shareholder in accordance with the provisions of data protection law has a right to infor-mation, correction, restriction, objection and deletion with regard to the processing of personal data and a right to data transmission in accordance with Chapter III of the GDPR. Shareholders can assert these rights against UBM Development AG free of charge via the email address datenschutz@ubm-development.com or via the following contact details:
UBM Development AG
Phone: +43 50 1873-100
Laaer-Berg-Straße 43
AT-1100 Vienna
In addition, shareholders have the right to appeal to the competent supervisory authority pursuant to Article 77 GDPR; in Austria this is the data protection authority. Further information on data protection can be found in the data protection declaration on the web-site of UBM Development AG at www.ubm-development.com.
VI. FURTHER INFORMATION AND NOTES
Total number of shares and voting rights
At the time the Annual General Meeting is convened, the Company's share capital amounts to EUR 52,305,260.00 and is divided into 7,472,180 no-par value bearer shares. Each share entitles the holder to one vote. At the time of convening, the Company holds 122,180 treasury shares (own shares). The Company has no rights attached to these treasury shares (own shares). The total number of shares entitled to participate and vote at this time is therefore 7,350,000. The number of treasury shares (own shares) and, consequently, the total number of shares entitled to participate and vote will not change until the date of the Company's Annual General Meeting, as the share buyback program ended on 18 November 2025.
Vienna, in April 2026
The Management Board
(end)
| Emitter: |
UBM Development AG Laaer-Berg-Straße 43 1100 Wien Austria |
|
|---|---|---|
| Contact Person: | Christoph Rainer | |
| Phone: | +43 664 80 1873 200 | |
| E-Mail: | investor.relations@ubm-development.com | |
| Website: | www.ubm-development.com | |
| ISIN(s): | AT0000815402 (Share) AT0000A2QS11 (Bond) AT0000A35FE2 (Bond) AT0000A3FFK1 (Bond) AT0000A3K955 (Bond) AT0000A3PGY9 (Bond) XS2355161956 (Bond) | |
| Stock Exchange(s): | Vienna Stock Exchange (Official Trade); Free Market in Frankfurt (Scale) |
