CPI Europe AG — Share Issue/Capital Change 2017

Apr 5, 2017

DGAP-Ad-hoc: IMMOFINANZAG/ Keyword(s):Real Estate/Scheme ofArrangement

05-Apr-2017 / 17:49 CET/CEST

Disclosure of an inside information acc. toArticle 17 MAR, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.

NOTINTENDEDFORPUBLICATIONORDISTRIBUTIONINTHEUNITEDSTATESOFAMERICA,AUSTRALIA,CANADA, SOUTHAFRICAOR JAPAN,ORINCOUNTRIES WHEREITWOULDBEPROHIBITEDUNDERAPPLICABLELAW.

IMMOFINANZAG:Agreement inprinciple tosettle the legal proceedings over the review of the exchange ratioappliedtothe merger of IMMOEASTandIMMOFINANZ

Nearlysevenyears after the start of the courtreview of the exchange ratioappliedtothe merger of IMMOEASTandIMMOFINANZ, IMMOFINANZhas reachedanagreement inprinciple throughout-of-court negotiationswithmost of the claimants andthe representatives appointedfor the respective shareholder groups toterminate these proceedings throughsettlement. The agreement inprinciple bythe involvedparties reflects a recommendationbythe committee appointedbythe commercial court inVienna to review the exchange ratio.

"IMMOFINANZintends to create legal certaintywith this step and, in this way, avoid an ongoing legal dispute. Following the termination of legal proceedings with investors, this settlement over the reviewof the exchange ratio would end the last historical legal dispute at the shareholder level", explainedOliver Schumy,CEOof IMMOFINANZ.

The agreement in principle,which has to be finallyapproved byall claimants, calls for a compensation payment to former IMMOEAST shareholders through the issue of 30,019,578 additional shares of IMMOFINANZ(ISINAT0000809058) at a ratio of 0.088 shares of IMMOFINANZAGfor each former IMMOEASTshare (ISINCodeAT000A0GYT7).Approximately341.1 million former IMMOEASTshares would be entitled to receive this settlement. The compensation paymentwould amount to approx. EUR54 million in total (based on a share price of EUR1.80).

The shares would be issued primarilyfrom treasuryshares held bythe company, and the remainder would represent newshares issued from previouslyauthorised capital (§225j (2) of theAustrian StockCorporationAct). IMMOFINANZcurrently(4April 2017) holds 11,348,049 treasuryshares, and this number will increase as a result of the ongoing share buyback programme 1/2017. Based on the current number of 11,348,049 treasuryshares, 18,671,529 newshares, representing approximately1.80%of current share capital,would have to be issued. The compensation paymentwould be reported in IMMOFINANZ's consolidated financial statements as a transaction with shareholders and would therefore be recorded directlyin equitywithout recognition through profit or loss.

The Executive Board of IMMOFINANZtodayapproved a proposal to the SupervisoryBoard, requesting its approval for the termination of these proceedings through settlement.

Plans call for the conclusion of a settlement at the next meeting of the court committee. The written text for the agreementwill be prepared in the coming weeks and submitted to the court committee. The settlement and the issue of shares must be approved bythe commercial court in Vienna.

Adistribution of shares would take place automaticallythrough the clearing system operated byOeKBCSDGmbHand the depository banks with a planned transfer by1 June 2017. The shares would be distributed according to the allocation ratio in exchange for the derecognition of ISINCodeAT000A0GYT7 ("IMMOEASTAG- claim for possible subsequent adjustment of the exchange ratio") recorded for the former IMMOEASTshareholders in connection with the merger. Fractional amounts arise when the number of ISINshares (AT000A0GYT7) recorded in a securitydepositoryaccount multiplied bythe allocation ratio of 0.088 do not result in a whole number. The shares attributable to these fractional amounts will be sold over the stock exchange bya bank on behalf of IMMOFINANZand the proportional share of the proceeds will be credited to the appropriate depositoryaccounts.

In accordance with § 9 of theAustrian PublicationOrder 2002, this announcement replaces the announcement made pursuant to § 4 (2) of theAustrian PublicationOrder on the use of treasuryshares.

Neither this announcement nor its content includes an offer or invitation to submit an offer or creates a legal obligation for the company. The finalisation of a court settlement requires the consent of all claimants, legal representatives and the company.Onlya court-approved settlement is legallybinding for the companyand all shareholders of the involved companies (§ 225i (2) of theAustrian Stock Exchange Act).

Disclaimer

The distribution of this announcement maybe restricted bylawin certain jurisdictions. Persons who read this announcement should inform themselves about and observe anysuch restriction.

This announcement is for background purposes onlyand does neither contain an offer nor an invitation to sell or the solicitation of an offer to buyor subscribe for anysecurities and does not constitute a legal binding commitment of the companyin anyjurisdiction, in particular there is no offer to anyperson in the United States,Canada, Japan, SouthAfrica orAustralia.No prospectus will be prepared in connection with the offering of the securities referred to herein. There will be no public offer of the securities referred to in this announcement.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of anystate within the United States or under the applicable securities laws ofAustralia,Canada, SouthAfrica or Japan, and maynot be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein maynot be offered or sold inAustralia,Canada, SouthAfrica or Japan or to, or for the account or benefit of, anynational, resident or citizen ofAustralia,Canada, SouthAfrica or Japan. There will be no public offer of the securities referred to herein in the United States, Australia,Canada, SouthAfrica or Japan.

OnIMMOFINANZ

IMMOFINANZis a commercial real estate group which maintains its registered offices in Vienna and is located at Wienerbergstrasse 11, 1100 Vienna. Its activities are focused on the retail and office segments of eight core markets in Europe: Austria,Germany,Czech Republic, Slovakia,Hungary,Romania, Poland and Moscow. The core business covers the management and development of properties. The shares of IMMOFINANZ(ISINAT0000809058) are listed on the stock exchanges in Vienna (leading ATXindex) and Warsaw. The convertible bonds issued by the company (convertible bond due 2017 ISINXS0332046043, convertible bond due 2018 ISIN

XS0592528870 and convertible bond due 2024 ISINXS1551932046) are listed on the Third Market of the Vienna Stock Exchange. Further information under: http:/www.immofinanz.com

For additional informationcontact: Bettina Schragl Head ofCorporate Communications and Investor Relations T+43 (0)1 88 090 2290 M+43 (0)699 1685 7290 communications@immofinanz.com investor@immofinanz.com

05-Apr-2017 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

Language: Company:	English IMMOFINANZAG Wienerbergstraße 11 1100 Wien Austria
Phone:	+43 (0) 1 88090 - 2290
Fax:	+43 (0) 1 88090 - 8290
E-mail:	investor@immofinanz.com
Internet:	http://www.immofinanz.com
ISIN:	AT0000809058
WKN:	911064
Listed:	Regulated Unofficial Market in Berlin, Munich, Stuttgart;Open Market in Frankfurt; Warschau, Wien (Amtlicher Handel /Official Market)

End ofAnnouncement DGAPNews Service