CPI Europe AG — Share Issue/Capital Change 2020

Jul 9, 2020

DGAP-Ad-hoc: IMMOFINANZAG/ Keyword(s):Real Estate/CorporateAction IMMOFINANZAG: Successful placement of shares and issue of subordinated mandatoryconvertible notes

09-Jul-2020 / 00:23 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.

NOTFORDISTRIBUTION, PUBLICATIONORTRANSMISSION,DIRECTLYORINDIRECTLY, INORINTOTHEUNITEDSTATESOF AMERICA,AUSTRALIAORJAPANORANYOTHERCOUNTRYWHERESUCHPUBLICATION MIGHTBEUNLAWFUL

IMMOFINANZAG:Successful placement of shares andissue of subordinatedmandatoryconvertible notes

The total gross issue proceeds from the share placement and the issue of the subordinated mandatoryconvertible bond amount to approximatelyEUR356 million.

Share placement

IMMOFINANZAG(FN114425 y, ISINAT0000A21KS2) (the "Company") placed 15,418,824 shares of the Company, corresponding to approximately13.76 per cent of the Company's current share capital, bywayof an accelerated bookbuilding procedure under exclusion of subscription rights with institutional investors. The gross issuing proceeds from the share placement amount to approximatelyEUR236 million.

The issue price (selling price) and the number of newshares from the capital increase against contribution in cash and the number of treasuryshares sold were determined as follows:

• To issue 11,208,526 shares, the Company's share capital will be increased from authorized capital (sections 169 et seq. of the Austrian StockCorporationAct) against contribution in cash from EUR112,085,269.00 byEUR11,208,526.00 to EUR 123,293,795.00, corresponding to approximately10 per cent of the Company's current share capital.

• The Companywill sell 4,210,298 treasuryshares from its treasurystock, corresponding to approximately3.76 per cent of the Company's current share capital. Following this sale, the number of treasuryshares amounts to 6,998,228, corresponding to approximately6.24 per cent of the current share capital of the Company(and approximately5.68 per cent of the share capital after the capital increase against contribution in cash).

• The issue price (selling price) per share amounts to EUR15.31.

The shares entitle shareholders to dividends from the beginning of the financial year 2019 and are expected to be delivered on or around 13 July2020 after the capital increase has been registered within the Companies' Register. The newshares from the capital increase will be admitted to trading under the existing ISINAT0000A21KS2 on the Vienna Stock Exchange on or around 13 July2020 and thereafter on the WarsawStock Exchange.

Issue of subordinatedmandatoryconvertible notes

IMMOFINANZAGfurther placed subordinated mandatoryconvertible notes (the "Notes") in the aggregate principal amount of EUR120 million with institutional investors bywayof an accelerated bookbuilding procedure under exclusion of subscription rights.

The Notes will have a principal amount of EUR100,000 each and will be initiallyconvertible into 6,998,228 IMMOFINANZshares, corresponding to approximately6.24 per cent of the current share capital of the Company(and approximately5.68 per cent of the share capital after implementation of the capital increase against contribution in cash described above). The Notes will be issued at par and will carrya coupon of 4.0%per annum payable semi-annuallyin arrear. The Notes will be mandatorilyconverted into newor existing ordinary shares of the Companyat maturity, unless earlier converted at the option of bondholders or the Companyor upon the occurrence of specified special events in accordance with the terms and conditions of the Notes. The initial conversion price will be set at EUR17.1472, representing a 12 per cent premium above the issue price (selling price) of the shares in the concurrent share placement.

It is intended to applyfor admission to trading of the Notes on the Vienna Stock Exchange in the market Vienna MTF. The settlement of the Notes is expected to take place on or around 23 July2020.

Use of Proceeds

The capital measures shall serve to strengthen the capital structure of the Companyand also to strengthen the relevant keyfigures for the existing issuer rating and bond rating (ISINXS1935128956) from Standard &Poor's, currentlyin each case investment grade rating (BBB-, stable outlook).

Due to the mandatoryconversion into shares at maturityor during the term and the associated strengthening of the equitybase, the Companyexpects that the rating agencyStandard &Poor's will attribute a high equity-content to the subordinated mandatoryconvertible notes.

IMMOFINANZAGintends to use the net proceeds for refinancing of financial liabilities, capitalise on potential growth opportunities and for general corporate purposes.

The Companyagreed to a market-standard lock-up undertaking with the banks accompanying the issue according to which the Company is obliged to refrain from the issue of shares or instruments with conversion rights in shares of the Companyagainst contributions in cash for a period of 90 days. This lock-up undertaking contains market-standard exceptions.

Important notice:

This announcement is a mandatoryannouncement pursuant toArticle 17 of the MarketAbuse Regulation (EU) No 596/2014. It constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation or invitation to buyor sell securities of IMMOFINANZAG.

Pursuant to Section 9 of theAustrian Publication Regulation 2018, this publication replaces the publication pursuant to Section 4 para 2 of theAustrian Publication Regulation.

The distribution of this announcement and an offering of the shares of IMMOFINANZAGin certain jurisdictions maybe restricted bylaw. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, anysuch restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buyor subscribe for, securities to anyperson in the United States ofAmerica,Australia, Japan or in anyjurisdiction to whom or in which such offer or solicitation is unlawful.

This announcement does not constitute an offer of securities for sale in the United States ofAmerica. The offer and sale of the securities described in this announcement have not been and will not be registered under the United States Securities Act of 1933. The securities maynot be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933. There will be no offer of securities in the United States ofAmerica.

In member states of the European EconomicArea ("EEA"), this announcement is onlyaddressed to and directed at persons who are 'qualified investors' within the meaning ofArticle 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed atQualified Investors who are persons (i) who have professional experience in matters relating to investments falling withinArticle 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (as amended, the "Order"), (ii) falling withinArticle 49(2)(a) to (d) (high networth companies, incorporated associations, etc.) of theOrder, or (iii) to whom it mayotherwise be lawfullycommunicated; anyother persons in the United Kingdom should not take anyaction on the basis of this announcement and should not act on or relyon it.

The mandatoryconvertible notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to anyretail investor in the EEAand the United Kingdom. For these purposes, a retail investor means a person who is a retail client as defined in point (11) ofArticle 4(1) of MiFIDII.Consequentlyno keyinformation document required byRegulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the mandatoryconvertible notes or otherwise making them available to retail investors in the EEAor the United Kingdom has been prepared and therefore offering or selling the mandatory convertible notes or otherwise making them available to anyretail investor in the EEAor the United Kingdom maybe unlawful under the PRIIPs Regulation.

In connection with the placement of the mandatoryconvertible bonds and the shares of IMMOFINANZAG(the "Securities"), the banks accompanying the placement and anyof their respective affiliates, each acting as an investor for their own account, maytake up as a proprietaryposition anySecurities and in that capacitymayretain, purchase or sell for their own account such Securities. In addition, the banks accompanying the placement or anyof their respective affiliates mayenter into financing arrangements and swaps with investors in connection with which the banks accompanying the placement (or their respective affiliates) mayfrom time to time acquire, hold or dispose of Securities. The banks accompanying the placement do not intend to disclose the extent of anysuch investment or transactions otherwise than in accordance with anylegal or regulatoryobligation to do so.

To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of IMMOFINANZAG("forward-looking statements"), theyare based upon current views and assumptions of the IMMOFINANZAGmanagement. Forward-looking statements reflect various assumptions taken from IMMOFINANZAG's current internal plans or from public sources which have not been independentlyverified or assessed byIMMOFINANZAGand which mayor maynot prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors,which could cause the actual results of IMMOFINANZAGas well as developments to differ materiallyfrom the one expresslyor implicitlyassumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to relyon these forward-looking statements. IMMOFINANZAGdoes not assume anyliabilityor guarantee for such forward-looking statements and will not adjust them to anyfuture results and developments.

OnIMMOFINANZ

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. EUR5.1 billion and covers more than 210 properties. IMMOFINANZis listed on the stock exchanges in Vienna (leading ATXindex) and Warsaw. 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

09-Jul-2020 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

Language:	English
Company:	IMMOFINANZAG Wienerbergstraße 11
	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:	1089737

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