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    SPI   AT0000652250

S IMMO AG

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S Immo : Statement of the Management Board on the voluntary public takeover offer of IMMOFINANZ AG (.pdf)

06/04/2021 | 08:23am EDT

This is a working translation from the German language version and for convenience

purposes only. Only the German version is legally binding.

Statement by the Management Board

of S IMMO AG

regarding the voluntary takeover offer by

IMMOFINANZ AG

pursuant to Section 25a Übernahmegesetz (ÜbG) ("Takeover Act").

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

1

1. Preliminary remarks

On 14 March 2021, IMMOFINANZ AG announced that it would publish a public offer to acquire shares in S IMMO AG. On 15 April 2021, the Austrian Take- over Commission then prohibited the publication of the public offer that was submitted to the Takeover Commission on 26 March 2021. On 14 May 2021, IMMOFINANZ AG submitted an amended version of its offer to the Takeover Commission. The current offer was then published on Wednesday, 19 May 2021. This offer is the subject of the Target Company's following statement.

On 31 May 2021, IMMOFINANZ AG stated in its Press Information/Corporate News that a conversion of the offer into a mandatory offer under Sections 22 et seq. ÜbG is not was not set forth in the offer and would therefore not be permitted. Based on this clarification, it can be assumed that the minimum acceptance threshold of 50% must be complied with in any case. The mandatory minimum acceptance threshold is a material element of the statutory pricing rules and its assurance therefore essential for the shareholders of the company. Only a takeover offer convincing more than 50 % of the outstanding shareholders shall be implemented.

The Management Board of S IMMO AG firmly believes that the current offer is not adequate in all the relevant aspects. Therefore, the Management Board of S IMMO AG explicitly rejects the offer of IMMOFINANZ AG as insufficient and advises the shareholders not to accept the offer in this form. The Management Board of S IMMO AG feels that neither the Offer Price (which is well below the intrinsic value of the share) nor the structure of the offer take shareholders' interests into account sufficiently. The Management Board also takes a negative view on the timeframe.

The current Offer Price of EUR 22.25 per share (cum dividend) in the assessment of the Management Board of S IMMO AG does not reflect the fair, intrinsic value of the Target Company. The offer is EUR 4.0 (15.2%) below the EPRA NAV of EUR 26.24 adjusted for a value analysis (Basis: Q1 2021). Fur- thermore, the Offer Price is below the fundamental, standalone value of the Target Company in the opinion of the Management Board of S IMMO AG. In forming this opinion, the Management Board have taken into consideration the Inadequacy Opinion issued by J.P. Morgan and DCF-valuations undertaken with the support of external experts.

The offer structure presented by IMMOFINANZ AG places major transaction risks solely on the shareholders of S IMMO AG. The offer document from IMMOFINANZ AG does not address these key facts, or does not address them adequately. This pertains in particular to the proposal of IMMOFINANZ

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

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AG in its offer document of 19 May 2021 that aims to cancel the maximum voting rights even before it is decided whether the offer was successful and will thus be implemented. Such advance obligation by the shareholders of S IMMO AG contradicts the usual legal standard of counter-performance, lacks transparency, and places all transaction risks solely on the shareholders of S IMMO AG and their executive bodies, who would then be required to administer these rules.

Contrary to what is presented in the offer documents, the planned offer structure does not grant the shareholders of S IMMO AG any legal assurance that the maximum voting rights could be reinstated in the Articles of Association should the offer fail. Nor is it ensured that other shareholders apart from IM- MOFINANZ AG would be limited to 15% of the voting rights of the shares issued until the maximum voting rights were reinstated. Unlike the bidder, which has agreed to limit its voting rights in the offer document, there are no comparable restrictions on voting rights for third parties. The transitional phase until reinstatement of the maximum voting rights could be more than three months if the current implementation structure is adhered to; in the event of any differences of opinion about the success of the offer, the status of the conditional amendments to the Articles of Association, or other obstacles to completion, this period could be delayed significantly.

Prior to publication of the offer, IMMOFINANZ AG did not search an agreement with S IMMO about the terms of the offer nor the procedure; neither was it offered to enter into a business combination agreement, as customary in real estate transactions of comparable size and complexity. The concerns expressed by S IMMO immediately after the announcement of the intended offer by IMMOFINANZ AG were not resolved, and to date have not been resolved or addressed appropriately, ultimately to the detriment of the share- holders. The timeframe and the terms of the offer were entirely defined unilaterally by IMMOFINANZ AG and contain elements that S IMMO AG feels run counter to a proper and transparent information and decision-making pro- cess, and therefore compromise the interests of S IMMO's shareholders.

The Management Board emphasizes the risks of the offer structure, particularly in order to give shareholders the most transparent decision-making basis possible to vote on the proposed resolution of IMMOFINANZ AG regarding the unconditional cancellation of the maximum voting rights and the potential subsequent reinstatement thereof in the Target Company's Extraordinary Shareholders' Meeting convened for Thursday, 24 June 2021.

Wherefore, the Management Board responds to the offer as follows:

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

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2. Background

About the Bidder

The Bidder is IMMOFINANZ AG, a stock corporation under Austrian law domiciled in Vienna, with the business address of Wienerbergstrasse 9, 1100 Vienna, Austria, listed in the register of companies at the Vienna Commercial Court under FN 114425 y ("Bidder " or "IMMOFINANZ"). The Bidder's shares are registered for trading on the Vienna Stock Exchange (Prime Market) and the Warsaw Stock Exchange (Main Market - rynek podstawowy). The Bidder is a commercial real estate company. Her activities focus on buying and selling, as well as developing and letting, office and retail space in seven European core markets: Austria, Czech Republic, Germany, Hungary, Poland, Romania and Slovakia, along with other southern European countries.

According to Section 2 of the Bidder's Articles of Association, the company purpose is

  1. the purchase, development, management, letting (leasing) and sale of developed and undeveloped properties (including building on land owned by a third party [Superädif- ikaten] and building rights), (ii) real estate development, planning and realization of con- struction and real estate projects of all kinds (iii) the operation of retail properties, resi- dential properties, office buildings, logistics centres and other real estate, (iv) the provi- sion of real estate trustee services (real estate broker, real estate manager, property de- veloper) and (v) the acquisition, management and sale of shareholdings in other com- panies and companies with the same or similar purpose, as well as the management and administration of such holdings. The Bidder's activities do not include banking trans- actions as defined by the Austrian Banking Act.

The members of the Management Board are Ronny Pecik, Mag. Dietmar Reindl, and Mag. Stefan Schönauer, BA.

Information on parties acting in concert

With regard to the entities acting in concert with the Bidder as defined by Section 1 (6) ÜbG, the offer contains the following information under 2.3:

Entities acting in concert pursuant to Section 1 (6) ÜbG are natural persons or legal entities that cooperate with the Bidder on the basis of an agreement in order to obtain or exercise control over the target company, particularly in order to coordinate voting rights. If an entity holds a direct or indirect controlling share (Section 22 Paras. (2) and (3) ÜbG) in one or more other entities, it is assumed (inconclu- sively) that all of these entities are acting in concert. With this in mind, all entities

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

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controlled by the Bidder (group companies) are considered entities acting in concert with the Bidder. Because the Bidder's controlled entities (group companies) are not relevant for the decision of the offer recipients, the information about the entities controlled by the Bidder can be omitted (Sections 7 (12) in conjunction with 1 (6) ÜbG).

In the offer documents, the Bidder states that it has not made any agreements under Section 1 (6) ÜbG with other entities. Thus, the Bidder feels that there are no other entities acting in concert with the Bidder.

According to the information known to the Target Company at the time this statement was published, the CEO of the Executive Board of the Bidder, Mr Ronny Pecik, holds a controlling share in RPPK Immo GmbH, which in turn holds an approximate stake of 10% in the Bidder's share capital. Due to this affiliation, it cannot be ruled out that the Bidder is acting jointly with RPPK Immo GmbH and Ronny Pecik in accordance with Section 1

(6) ÜbG.

This relationship is important also because Ronny Pecik announced in a voting rights announcement under stock exchange laws (Sections 130 et seq. BörseG [Stock Exchange Act] 2018) on 29 January 2021 that he sold his indirect share in S IMMO AG of just over 9% of the share capital of S IMMO AG to Revenite Austria S.à r.l. The sales price is not disclosed in the Bidder's offer. From the standpoint of the Executive Board of the Target Company, however, this would be material information. See also chapter 2.6 be- low.

Information on the intentions of the Bidder in connection with the offer

According to the offer, the Bidder still plans to remain a long-term shareholder of the Target Company and to use the improved market position of the Bidder and Target Company resulting from the merger to reinforce its relevant position on the capital market, so that it can leverage potential synergies, particularly in terms of financing and overhead costs. The Bidder aims to change the staffing of the Supervisory Board to reflect the shareholding relationships. According to the offer, the Bidder does not assume that the completion of the offer would have an effect on the headquarters of the Target Company or employment conditions of the Target Company. However, the Management Board of S IMMO AG feels there is a tension with the Bidder's expectations for synergies in overhead costs from the merger.

!!! THIS IS A WORKING TRANSLATION FOR CONVENIENCE ONLY. ONLY THE GERMAN VERSION IS LEGALLY BINDING!!!

5

Disclaimer

S IMMO AG published this content on 04 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2021 12:22:06 UTC.


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