EANS-Adhoc

S IMMO AG / exchange offer with cash alternative for S IMMO INVEST participating certificates

--------------------------------------------------------------------------------
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
--------------------------------------------------------------------------------

Capital measures
02.03.2015

S IMMO AG: Exchange offer with cash alternative for S IMMO INVEST
participating certificates

The Management Board of S IMMO AG (Bloomberg: SPI:AV, Reuters:
SIAG.VI; ISIN: AT0000652250, AT0000795737, AT0000630694,
AT0000A19SB5, AT0000A177D2) resolved today, with the authorization of
the Supervisory Board, that S IMMO AG will make a voluntary public
offer to the holders of the outstanding 1,130,681 S IMMO INVEST
participating certificates (ISIN: AT0000795737 and ISIN:
AT0000630694) to acquire their S IMMO INVEST participating
certificates either by exchanging them for a bond ("exchange offer")
or for a cash consideration ("cash-alternative"). The public offer
will be directed at the acquisition of up to 705,882 S IMMO INVEST
participating certificates (ISIN AT0000795737/AT0000630694),
corresponding to approximately 62.43 % of S IMMO's outstanding
participating certificates capital (partial offer). The offer will be
published after approval of the supervisory authorities responsible,
presumably in mid-March 2015.

On the basis of the intended partial offer, the recipients of the
offer will be able to either (i) exchange their participating
certificates for a 10-year fixed term bond with a fixed coupon of
3.25% p.a. and a denomination of EUR 500 at the exchange rate of EUR
85.00 ("exchange offer"), or (ii) sell their participating
certificates to S IMMO for a purchase price of EUR 85.00 per S IMMO
INVEST participating certificate ("cash-alternative"). The recipients
of the offer shall be able to choose a mixture of both offering
alternatives. Application for the listing of the bond offered in
exchange for participating certificates on the Second Regulated
Market of the Vienna Stock Exchange is planned.

This disclosure is a mandatory disclosure pursuant to section 48d
para 1 Stock Exchange Act (BörseG) and section 5 para 3 Takeover Act
(ÜbG). It serves promotional purposes in Austria and is a marketing
announcement in the meaning of the Securities Supervision Act (WAG)
and the Capital Markets Act (KMG), but does not constitute financial