CPI Europe AG — M&A Activity 2021

Mar 14, 2021

DGAP-Ad-hoc: IMMOFINANZAG/ Keyword(s): Real Estate/Letter of Intent IMMOFINANZAG: Publication of the intention to launch a voluntarypublic takeover offer to the shareholders of SIMMOAG

14-March-2021 / 19:21 CET/CEST

Disclosure of an inside information acc. toArticle 17 MARof the Regulation (EU) No 596/2014, transmitted byDGAP- a service of EQS GroupAG.

The issuer is solelyresponsible for the content of this announcement.

THEINFORMATIONCONTAINEDINTHISANNOUNCEMENTISNOTFORRELEASE, PUBLICATIONORDISTRIBUTION, INWHOLEORIN PART, IN, INTOORTOANYCOUNTRYINWHICHTHERELEASE, PUBLICATIONORDISTRIBUTIONOFTHISANNOUNCEMENTMAYBE UNLAWFUL.

IMMOFINANZAG:Publicationof the intentiontolauncha voluntarypublic takeover offer tothe shareholders of SIMMOAG

IMMOFINANZAGannounces pursuant to Section 5 of theAustrian TakeoverAct that the Management Board and the SupervisoryBoard of IMMOFINANZAGhave decided todayto launch a voluntarypublic takeover offer to acquire a controlling interest pursuant to Section 25a of theAustrian TakeoverAct for all outstanding no-par value bearer shares of SIMMOAG(ISINAT0000652250) not owned bythe Bidder.

The Offer Price per Share of SIMMOAGshall amount to EUR18.04 on a cum-dividend basis. This means that the Offer Price per SIMMO Share will be reduced bythe amount of anydividend per Share of SIMMOAGdeclared between this announcement and the settlement of an offer, if the settlement of an offer takes place after the relevant Dividend Record Date.

The price of EUR18.04 corresponds to the closing price of the SIMMO-Share in the Official Market (Prime Market) of the Vienna Stock Exchange on Friday, 12 March 2021. In relation to the volume-weighted average share price of SIMMOAGof the last sixmonths of EUR 15.86 per share, the premium amounts to approximately13.75%.

IMMOFINANZAGcurrentlyholds 19,499,437 shares, corresponding to approximately26.49%of the outstanding share capital of SIMMO AG. The treasuryshares of SIMMOAGare excluded from the offer. SIMMOAGholds 2,633,354 treasuryshares (as of 07 March 2021). The holdings of treasuryshares mayincrease to up to 2,916,381 no-par value shares in accordance with the terms of the current share repurchase program of SIMMOAG. Based on the current number of treasuryshares, an offer therefore comprises the acquisition of up to 51,476,105 no-par value shares, corresponding to approximately69.93%of the share capital of SIMMOAG.

For a voluntarytakeover offer to acquire a controlling interest (Section 25aAustria TakeoverAct), the statutoryminimum acceptance threshold of 50%plus 1 share of all SIMMO-shares that are the subject of the offer is applicable. This condition does not applyin the case of conversion into a mandatorytakeover offer.

The completion of the offer will be subject to the condition precedent that the shareholders' meeting of SIMMOAGresolves upon an amendment to theArticles ofAssociation to cancel Section 13 para (3) of theArticles ofAssociation (maximum voting right) and that this amendment to theArticles ofAssociation is entered in the commercial register. IMMOFINANZAGwill propose a respective resolution of the shareholders' meeting.

The completion of the offer will also be subject to merger control clearance, in particular inAustria,Germany, Romania, Slovakia and Hungary, as well as other customaryclosing conditions, such as that SIMMOAG(i) does not increase its share capital, (ii) does not sell or transfer treasuryshares (iii) does not issue convertible bonds and (iv) does not violate the prohibition of prevention and objectivityunder takeover lawand (v) does not incur a loss amounting to half of the share capital of SIMMOAGor initiate insolvencyor reorganisation proceedings or proceedings under theAustrian Business ReorganizationAct. The details of the closing conditions will be set out in the offer document.

In particular, IMMOFINANZAGreserves the right to undertake parallel transactions to obtain a controlling interest in SIMMOAG(conversion into a mandatoryoffer bid). In this case, the voluntarypublic takeover offer to acquire a controlling interestwill be converted ex lege into a mandatorytakeover offer,wherebyin particular the statutoryminimum acceptance threshold for the offer will no longer apply.

On IMMOFINANZ

IMMOFINANZis 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 STOPSHOP(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. EUR4.9 billion and covers approx. 210 properties. IMMOFINANZis listed on the stock exchanges in Vienna (leading ATXindex) and Warsaw. Further information under http:/www.immofinanz.com

IMPORTANTINFORMATION

This ad hoc announcement is a mandatorynotification pursuant toArt 17 of the MarketAbuse Regulation (EU) No. 596/2014 as well as to Section 5 para 3Austrian TakeoverAct and has been issued byIMMOFINANZAG(IMMOFINANZ) solelyfor the purpose of disclosing inside information and publishing the intention to make a takeover offer for the shares of SIMMOAG(Takeover Offer). The announcement is for information purposes only. Moreover, it is neither an offer to purchase nor a solicitation to sell securities of SIMMOAG(SIMMO) or IMMOFINANZ.

The final conditions and further provisions relating to the Takeover Offer will, subject to and within the timeframe foreseen in theAustrian TakeoverAct, be published in the offer document,which will be published following theAustrian Takeover Commission not prohibiting its publication or the consummation of the Takeover Offer. IMMOFINANZas bidder reserves the right to deviate from the basic terms presented herein in the final terms and provisions of the Takeover Offer. Investors and holders of SIMMOshares are strongly recommended to reviewthe offer document and all other documents related to the Takeover Offer, as theywill contain important information.

The offer will be conducted solelyon the basis of the applicable provisions of theAustrian law, in particular theAustrian TakeoverAct. Subject to the exceptions described in the offer document and anyexceptions granted bythe relevant regulatoryauthorities, a takeover offer is not being made directlyor indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction. The offer will not be conducted in accordance with the legal requirements of jurisdictions (including United States of America (USA),Australia and Japan) other thanAustria.Accordingly, no notices, approvals or authorizations for the offer have been filed, caused to be filed or granted outside ofAustria. Holders of securities should not relyon being protected bythe investor protection laws of anyjurisdiction other thanAustria. IMMOFINANZtherefore does not assume anyresponsibilitywith regard to the Takeover Offer for compliance with laws other than the laws ofAustria.

To the extent anyannouncements in this document contain forward-looking statements concerning IMMOFINANZor SIMMO, such

statements do not represent facts and are characterized bythe words such as "will","expect","believe","estimate","intend","aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of IMMOFINANZ. These forward-looking statements are based on current plans, estimates and forecasts, but do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and are usuallycannot be influenced byIMMOFINANZ. It should be kept in mind that the actual events or consequences maydiffer materiallyfrom those contained in or expressed bysuch forward-looking statements. It is possible that IMMOFINANZwill change its intentions and assumptions reflected in documents and announcements or in the offer document to be published after publication of these documents, announcements or the offer document.

To the extent permissible under applicable lawor regulation, IMMOFINANZor its brokers maypurchase, or conclude agreements to purchase, SIMMOshares, directlyor indirectly, outside the scope of the intended Takeover Offer, before, during or after the period in which the Takeover Offer remains open for acceptance. These purchases maybe completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions.Anyinformation on such purchases will be disclosed as required bylawor regulation in Austria or anyother relevant jurisdiction.

For additional informationcontact:

Bettina Schragl Head of Corporate Communications and Investor Relations T+43 (0)1 88 090 2290 M+43 (0)699 1685 7290 communications@immofinanz.com investor@immofinanz.com

1100 Vienna, Wienerbergstraße 9,Austria www.immofinanz.com

14-March-2021 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

Language: Company:	English IMMOFINANZAG Wienerbergstraße 9 1100 Vienna
	Austria
Phone:	+43 (0) 1 88090 - 2290
Fax:	+43 (0) 1 88090 - 8290
E-mail:	investor@immofinanz.com
Internet:	http://www.immofinanz.com
ISIN:	AT0000A21KS2
WKN:	A2JN9W
Listed:	Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Warschau, Vienna Stock Exchange (Official Market)
EQSNews ID:	1175414

End ofAnnouncement DGAPNews Service