IMMOFINANZ AG: Adjustment of the Conversion Price of Convertible Bonds due 2024 due to a Change of Control event

IMMOFINANZ AG was informed on 03 December 2021 by way of a major holdings notification pursuant to § 130 of the Austrian Stock Exchange Act 2018 that CPI PROPERTY GROUP (“CPIPG”) directly and indirectly holds an interest of approximately 21.4% in the current share capital of IMMOFINANZ AG. CPIPG has thus obtained a controlling holding in IMMOFINANZ AG pursuant to § 22 of the Austrian Takeover Act in connection with § 27 of the Austrian Takeover Act.

As a result, pursuant to § 12 (a) of the terms and conditions (the “Terms and Conditions”) of the EUR 297,200,000 2.0% Convertible Bonds due 2024 issued by IMMOFINANZ AG (ISIN: XS1551932046) (the “Bonds”), holders of the Bonds are hereby notified that:

(i) A Change of Control (pursuant to limb (i) of the definition of this term in § 12 (e) of the Terms and Conditions) has occurred on 03 December 2021;

(ii) IMMOFINANZ AG has determined 19 January 2022 as the Control Record Date pursuant to § 12 (a) of the Terms and Conditions; and

(iii) Pursuant to § 12 (c), the occurrence of such Change of Control leads to a temporary adjustment of the Conversion Price upon any exercise of Conversion Rights:

• The Conversion Price in effect immediately prior to the date of occurrence of the Change of Control was EUR 20.6333;
• The Conversion Price adjusted due to the Change of Control upon any exercise of Conversion Rights following the occurrence of the Change of Control on or before the Control Record Date, is EUR 18.8987 (subject to any future adjustments to the Conversion Price in accordance with the Terms and Conditions); and
• The Conversion Price upon any exercise of Conversion Rights after the Control Record Date shall be equal to the Conversion Price in effect immediately prior to the date of occurrence of the Change of Control, i.e. EUR 20.6333 (subject to any future adjustments to the Conversion Price in accordance with the Terms and Conditions).

The Change of Control event occurs due to the obtained controlling holding in IMMOFINANZ AG pursuant to § 22 of the Austrian Takeover Act in connection with § 27 of the Austrian Takeover Act in accordance with the Terms and Conditions and is independent of the question of an obligation to render an offer under takeover law.

IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES. IN CERTAIN JURISDICTIONS THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY APPLICABLE LAW. PERSONS WHO RECEIVE THIS ANNOUNCEMENT SHALL INFORM THEMSELVES ON SUCH RESTRICTIONS AND COMPLY WITH THEM.