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    SPI   AT0000652250

S IMMO AG

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

06/03/2021 | 01:05pm EDT

This is a working translation from the German language version and for convenience purposes only. Only the German version is legally binding.

Statement from the supervisory board

of

S IMMO AG

on the public tender offer submitted by

IMMOFINANZ AG

pursuant to section 25a of the Austrian Takeover Act

(Übernahmegesetz, ÜbG)

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

Page 1 of 3

1. General information

IMMOFINANZ AG, a stock corporation company incorporated under the laws of Austria, registered with the commercial court (Handelsgericht) Vienna under registration number FN 114425y, and with its business address at Wienerbergstraße 9, 1100 Wien, Österreich, (the "Bidder"), announced its intention on 14 March 2021 of launching a public tender offer for the acquisition of all no-par value bearer shares of S IMMO AG (ISIN AT0000652250), a stock corporation under Austrian law, with its registered office in Vienna and its business address at Friedrichstraße 10, 1010 Vienna, Austria, registered with the commercial register of the Commercial Court of Vienna under FN 58358x ("Target Company"). The Takeover Commission subsequently provisionally prohibited the publication of the public offer submitted to the Takeover Commission on 26 March 2021 on 15 April 2021. The offer was finally published on 19 May 2021 after clearance by the Takeover Commission. The Offer Price amounts to EUR 22.25 per S IMMO Share.

In accordance with section 14 para 1 ÜbG, the management board and the supervisory board of a target company are required to draft a substantiated statement as soon as an offer document has been published and to publish such statement within ten trading days of the publication of the offer document but no later than five trading days before the expiry of the acceptance period. In particular, the statement has to contain an assessment of whether the consideration offered and the other terms of the offer adequately take the interests of all shareholders into account and of the impact that the offer is expected to have on the Target Company and on its employees in particular (with respect to jobs, employment terms and the future prospects of business locations), creditors and the public.

2. Supervisory Board Position

Given this background, the management board of the Target Company drafted an extensive and substantiated statement pursuant to section 14 para 1 ÜbG that was published today. Therein, the management board assessed the offer in detail, and provided an in-depth account and assessment of the arguments for or against acceptance without, however, expressly recommending not to accept the offer of IMMOFINANZ AG in this form.

The supervisory board held a meeting on the offer and the statement of the management board on Tuesday, 2 June 2021, at which the draft statement of the management board of the Target Company was discussed in detail and extensively. After detailed review, the

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

Page 2 of 3

supervisory board agrees with the statements of the management board of the Target Company and fully endorses them.

The supervisory board of the Target Company rejects the offer of IMMOFINANZ AG as insufficient and recommends to the shareholders of the Target Company not to accept the offer in this form. Neither the offer price, which is significantly below the intrinsic value of the share, nor the other terms and conditions of the offer take into account the interests of the shareholders to the required extent in the opinion of the supervisory board of the Target Company. The supervisory board is also critical on the timing of the offer.

Vienna, 03 June 2021

The supervisory board of S IMMO AG

Dr. Karin Rest, MBA

(Chairwoman of the Supervisory Board)

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

Page 3 of 3

Disclaimer

S IMMO AG published this content on 03 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2021 17:04:02 UTC.


© Publicnow 2021
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Sales 2021 190 M 225 M 225 M
Net income 2021 133 M 157 M 157 M
Net Debt 2021 1 314 M 1 559 M 1 559 M
P/E ratio 2021 10,9x
Yield 2021 2,28%
Capitalization 1 426 M 1 691 M 1 692 M
EV / Sales 2021 14,4x
EV / Sales 2022 12,6x
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Spread / Average Target 13,1%
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Bruno Ettenauer Chairman-Management Board & CEO
Wilhelm Bayer Head-Controlling & Finance
Karin Rest Chairman-Supervisory Board
Thomas Müller Head-Information Technology Specialist
Friedrich Wachernig Chief Operating Officer
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