DGAP-Adhoc

IMMOFINANZ AG: Publication of the intention to launch a voluntary public takeover offer to the shareholders of S IMMO AG - Seite 2

For a voluntary takeover offer to acquire a controlling interest (Section 25a Austria Takeover Act), the statutory minimum acceptance threshold of 50% plus 1 share of all S IMMO-shares that are the subject of the offer is applicable. This condition does not apply in the case of conversion into a mandatory takeover offer.

The completion of the offer will be subject to the condition precedent that the shareholders' meeting of S IMMO AG resolves upon an amendment to the Articles of Association to cancel Section 13 para (3) of the Articles of Association (maximum voting right) and that this amendment to the Articles of Association is entered in the commercial register. IMMOFINANZ AG will propose a respective resolution of the shareholders' meeting.

The completion of the offer will also be subject to merger control clearance, in particular in Austria, Germany, Romania, Slovakia and Hungary, as well as other customary closing conditions, such as that S IMMO AG (i) does not increase its share capital, (ii) does not sell or transfer treasury shares (iii) does not issue convertible bonds and (iv) does not violate the prohibition of prevention and objectivity under takeover law and (v) does not incur a loss amounting to half of the share capital of S IMMO AG or initiate insolvency or reorganisation proceedings or proceedings under the Austrian Business Reorganization Act. The details of the closing conditions will be set out in the offer document.

In particular, IMMOFINANZ AG reserves the right to undertake parallel transactions to obtain a controlling interest in S IMMO AG (conversion into a mandatory offer bid). In this case, the voluntary public takeover offer to acquire a controlling interest will be converted ex lege into a mandatory takeover offer, whereby in particular the statutory minimum acceptance threshold for the offer will no longer apply.

On IMMOFINANZ
IMMOFINANZ is a commercial real estate group whose activities are focused on the office and retail segments of seven core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary and Romania. The core business covers the management and development of properties, whereby the STOP SHOP (retail), VIVO! (retail) and myhive (office) brands represent strong focal points that stand for quality and service. The real estate portfolio has a value of approx. EUR 4.9 billion and covers approx. 210 properties. IMMOFINANZ is listed on the stock exchanges in Vienna (leading ATX index) and Warsaw. Further information under http://www.immofinanz.com