Voluntary Takeover Bid - GZ 2021/3/1

19 May 2021 until (and including) 16 July 2021, 17:00 (Vienna local time)

The Bidder expressly reserves the right to extend the Acceptance Period.

The Offer is subject to the following conditions precedent:

(1) Reaching the statutory Minimum Acceptance Threshold pursuant to Section 25a para 2 ATA (Section 4.1).

(2) The required merger control clearances from the competent competition authorities (i) are granted, (ii) are deemed to be granted, (iii) the respective competition authority has declared itself not competent or (iv) it turns out on the basis of the relevant sales of the Target Company that no merger control notification obligation exists in the respective jurisdiction (Section 4.2).

(3) (a) The shareholders’ meeting of S IMMO passed a resolution on the following amendments to the Articles of Association: (i) an amendment to cancel the maximum voting right without replacement pursuant to Section 13 para (3) of the Articles of Association, combined with (ii) an amendment to the Articles of Association, with which the maximum voting right is reinstated in accordance with the current provision of Article 13 para 3 of the Articles of Association of S IMMO, subject to a condition precedent that the Offer does not become unconditionally binding.

(b) Entry of a finally effective resolution of the shareholders’ meeting on an amendment to the Articles of Association to cancel Article 13 (3) of the Articles of Association of S IMMO (maximum voting right) without replacement in the commercial register (Section 4.3 and Section 4.10 for further explanations).

(4) S IMMO has not published any announcement stating that (a) a loss has been incurred in an amount corresponding to at least one half of the registered share capital of S IMMO, or (b) S IMMO is either insolvent, or in the process of liquidation, or insolvency or reorganisation proceedings concerning its assets (Insolvenz- oder Sanierungsverfahren) or proceedings under the Austrian Corporate Reorganisation Act (Unternehmensreorganisationsgesetz) have been initiated, or that the initiation of insolvency or reorganisation proceedings has been rejected by a competent court due to lack of assets.

(5) (a) S IMMO's share capital will not be increased and neither the shareholders’ meeting nor the executive board has passed a resolution that would lead to an increase in share capital.

(b) S IMMO has not announced that S IMMO or any subsidiary has sold or transferred its treasury shares to a third party outside the group or has undertaken to do so.

(c) S IMMO has not issued any securities with subscription, option or conversion rights or obligations to S IMMO Shares or profit participation certificates or comparable instruments, and neither the shareholders’ meeting of S IMMO nor its executive board has passed a resolution that would lead to issuing of such securities (Section 4.5).

(6) S IMMO has not published an ad-hoc announcement that (a) a conviction or indictment for a criminal act or (b) a criminal offence or administrative offence, in each case of a member of a governing body or officer of S IMMO or a subsidiary of S IMMO while any of those persons were operating in their official capacity at S IMMO or a subsidiary of S IMMO to have occurred, whether under Austrian, German or any other applicable law. Criminal acts or criminal offence within the meaning of this condition precedent specifically include bribery offences, corruption, breach of trust, antitrust violations, money laundering or violations of the Austrian Stock Exchange Act 2018 (Börsegesetz 2018) (Section 4.6).

(7) The Takeover Commission did not determine that S IMMO triggered an obligation to launch a takeover offer for IMMOFINANZ; specifically, 
that S IMMO (Target Company of this Offer), CEE PROPERTY INVEST Immobilien GmbH and/or CEE Immobilien GmbH, wrongfully violated an obligation to launch a takeover offer (Section 33 para 1 no 2 ATA) in the review procedure initiated by decision of the 2nd Penal on 04 March 2021 at the request of Petrus Advisers Investments Fund L.P. pursuant to Section 33 para 1 no 2 ATA (No. 2021/2/1) with respect to IMMOFINANZ – in the review procedure the Target Company (Section 4.7).