Warimpex Finanz und Beteiligungs : Articles of Association (Redline Version)

I. General Provisions

1. Business Name

• Company Name, Registered Office and Term of the Company

1.1The businesscompanyname of the stock corporation is Warimpex Finanz- und Beteiligungs Aktiengesellschaft.

2. Registered Office

1. The company'scompany'sregistered office is in Vienna.
2. The term of the Company is not limited to a specific period of time.

• 3.Object of Business

1.43.1The object of business (Unternehmensgegenstand)of the entity is

1. the purchase, development, management and administration, rental and leasing as well as the exploitation (including the sale) of developed and undeveloped real estate of all kinds (including Superädifikaten and building rights [Baurechten]),
2. the operation of hotel, office and other real estate itself or through third parties,

1. to purchase and develop as well as to sell, administer and dispose of real property of all kinds
2. to lease and rent real property of all kinds as well as the operation of hotels on its own or by third parties
3. 1. c) to broker foreign and domestic self-financingand leasing transactionsthe brokerage,to the extent permitted by law, of self-financingand leasing transactions,
   2. the acquisition and exploitation of equity interests in other enterprises, companies and businesses, in particular those with the same or similar business purposes (including the exploitation and management of land and buildings), and the management of such equity interests,
   3. the development of real estate, the planning and realization of construction and real estate projects of all kinds as well as the execution of general contractor and property developer business,

1. investment in foreign and domestic enterprises, especially in those whose business purpose is the commercial exploitation as well as administration of land and buildings
2. carrying out foreign and domestic general contracting and property development activities
3. 1. f) assuming functions of representationthe assumption of agenciesand representative offices,
   2. g) carrying out anythe operation of allother auxiliary transactions adequate for thebusinesses which are suitable tosupport ofthe above designatedabove-mentionedobject of business, and

1. h)trading in goods of all kinds.

1.53.2The company isshall beentitled to perform any transactions or take anyconduct all businesses and take allmeasures in Austria and abroad which appearnecessary or useful to achieve its object of business, in particular the acquisition of property, the establishment of foreign or domestic branch officesto acquire real estate and real estate-related rights, to establish branchesand subsidiaries, as well as shareholdingto participatein other companies as well as to conduct business in all areas of activity similar or related to the object of business of the company, except in the form of banking transactions. The company is entitled to realise its business purpose by means ofbusiness within the meaning of the Austrian Banking Act (Bankwesengesetz). The Company may also pursue its object of business throughsubsidiaries and affiliated companies.

• 4.Public Notices

1.6Public notices of the company,shall be published in the "Official Gazette of the Wiener Zeitung" (Amtsblatt zur Wiener Zeitung)to the extent thatand in cases whereas long asrequired by the Austrian Stock Corporation Act,or other applicable legal provisions. Otherwise, public notices of the companyshall be made in the Official Gazette of the "WienerZeitung". All other announcements by the company shall comply with the relevant legal regulations. All announcementsaccordance with the applicable legal provisions. To the extentrequired by the Austrian Stock Corporation Act or other applicable legal provisions, public noticesshall also be made available on the company'scompany'swebsite.

• Language Regime, Declarations to the Company

1. Declarations to the company shall be made in German or English language.
2. Unless mandatory statutory provisions of the Austrian Stock Corporation Act or other applicable legal provisions or the Articles of Association provide otherwise, declarations by shareholders to the company shall be made in text format.
3. 1. If the Austrian Stock Corporation Act, the Articles of Association or the convening of a general meeting stipulates that the declaration of a shareholder shall be in text format, the written declaration shall be made in a document or in another manner suitable for permanent reproduction in written characters, the person making the declaration shallbe named and the conclusion of the declaration shall be made recognizable by reproducing the signature of the name or otherwise, for example by adding the name.
   2. If the Austrian Stock Corporation Act, the Articles of Association or the convening of ageneral meeting requires declarations to be made in writing, a declaration in text format (pursuant to Article 4.2(a)) transmitted via an internationally distributed, specially secured communications network of credit institutions, the participants of which can be clearly identified (e.g. SWIFT), shall be sufficient and shall therefore be deemed equivalent to the written form.
4. If, pursuant to the Austrian Stock Corporation Act, an electronic communication channel is available for declarations to the company, the declaration shall be deemed to have been received by the company as soon as it has reached the sphere of influence of the company.E-mails shall be sent to the e-mail address indicated on the company's website for the submission of such declarations.

II. Share Capital and Shares

• 5.Share Capital

1.105.1The company's share capital amounts to EUR 54,000,000.00.

5.2 a) Pursuant to section 159 para 2 item 1 Austrian Stock Corporation Act the share capital shall be conditionally increased by up to EUR 5,179,828.00 through the issue of up to 5,179,828 new, ordinary bearer shares. The conditional share capital increase shall only be implemented where the holders ofthe convertible bonds, issued on the basis of the resolution passed on 31 May 2007, exercise the conversion right for shares of the Company attached to the convertible bonds. The management board is authorised, upon the approval of the supervisory board, to determine the details of the execution of the conditional share capital increase (in particular the issue price, the rights attached to the shares andthe time from which on such shares carry dividend rights). The supervisory board is authorised to amend the articles of association as required due to the issue of shares on the basis of the conditional increase in the share capital ("conditional capital 1").

5.2 b) Pursuant to section 159 para 2 item 1 Austrian Stock Corporation Act the share capital shall be conditionally increased by up to EUR 9,000,000.00 through the issue of up to 9,000,000 new, ordinary bearer shares. The conditional share capital increase shall only be implemented where the holders ofthe convertible and/or option bonds, issued on the basis of the resolution passed on 11 June 2012, exercise the conversion right for shares of the Company attached to the convertible bonds. The management board is authorised, upon the approval of the supervisory board, to determine the detailsof the execution of the conditional share capital increase (in particular the issue price, the rights attached to the shares and the time from which on such shares carry dividend rights). The supervisory board is authorised to amend the articles of association as required due to the issue of shares on the basis of the conditional increase in the share capital ("conditional capital 2").

1.115.2 c

1. )Pursuant to section 159 para 2 item 1 Austrian Stock Corporation Act the share capital shall be conditionally increased by up to EUR 9,000,000.00 through the issue of up to 9,000,000 new, ordinary bearer shares. The conditional share capital increase shall only be implemented where the holders of the convertible and/or option bonds, issued on the basis of the resolution passed on 1914June 20132018, exercise the conversion right for shares of the Company attached to the convertible bonds. The management board is authorised, upon the approval of the supervisory board, to determine the details of the execution of the conditional share capital increase (in particular the issue price, the rights attached to the shares and the time from which on such shares carry dividend rights). The supervisory