DGAP-Adhoc

IMMOFINANZ AG launches an incentivized conversion invitation to holders of its EUR 515.1 million convertible bonds due 2018 and an offering to institutional investors of convertible bonds due 2024 for EUR 200 million - Seite 2

BUWOG Shares, Bondholders may also elect a payment of a corresponding cash
amount), plus
(ii) a premium calculated as follows (the "Premium"):
(a) an amount equal to EUR 0.7850 per Outstanding Bond (being the
difference
between the market ask price of the Outstanding Bond quoted on 12 January
2017 and the close price of the Shares and of the BUWOG AG Shares on the
Vienna Stock Exchange on 12 January 2017, and
(b) the incentive premium, which shall, equal EUR 0.206 per Outstanding
Bond.

Settlement of the Conversion Offer is expected to take place on or around
24 January 2017. The Conversion Offer will not affect the rights of the
Bondholders that do not participate in the Conversion Offer.

IMMOFINANZ AG concurrently announces the offering to institutional
investors of new convertible bonds for up to EUR 200 million convertible
into IMMOFINANZ AG Shares

The new convertible bonds with a denomination of EUR 100,000 will be
offered in an accelerated bookbuilding to institutional investors, subject
to a clawback to ensure compliance with issuance authorizations of the
Company (the "New Convertible Bonds"). The issue size may be increased to
up to EUR 300 million by the banks in consultation with the Company,
exercisable until 19 January 2017 in full or partially and will among
others depend on the acceptance rate of the Conversion Offer.

The New Convertible Bonds will be marketed with a coupon ranging between
1.375% and 2.000% per annum. There will be a step-down in coupon by 0.5%
applicable from the interest period immediately following the first date on
which the Company has been rated as investment grade by either S&P, Moody's
or Fitch and for the time that the Company maintains such investment grade
rating (subject to a 3 months grace period). The New Convertible Bonds will
be issued and redeemed at 100% of their principal amount and will mature in
January 2024. The initial conversion price of the New Convertible Bonds
will be set at a premium between 30% and 40% over the reference share
price. The reference share price is the closing price of IMMOFINANZ AG
shares on the Vienna Stock Exchange on 12 January 2017. The coupon and the
conversion premium will be determined following the accelerated
bookbuilding, which is expected to take place today, 12 January 2017.
Holders of the New Convertible Bonds will be entitled to put their New
Convertible Bonds in 2022 at par plus accrued interest.

In the context of the issuance of the New Convertible Bonds, IMMOFINANZ
will be subject to a lock-up undertaking in relation to the Shares for a