2021 Immofinanz AG (Offeror: CPI Property Group) • Austrian Takeover Commission

Offeree Company	IMMOFINANZ AG
ISIN	a) Shares: AT0000A21KS2 b) Convertible Bonds (2024): XS1551932046
Offeror	CPI Property Group S.A.
Intention to make a bid pursuant to § 5 Takeover Act announced on	03 Dec 2021
To be notified pursuant to § 10 Takeover Act until 17 Dec 2021, extended pursuant to § 10 para 1 Takeover Act until	11 Jan 2022
Notified pursuant to § 10 Takeover Act on	22 Dec 2021
Bid to be published pursuant to § 11 Takeover Act (conditional on a period abridgement request pursuant to § 11 para 1 Takeover Act)	Not earlier than 11 Jan 2022, not later than 14 Jan 2022
Bid published pursuant to § 11 Takeover Act on	12 Jan 2022
Amended Bid published pursuant to § 11 Takover Act on	10 Feb 2022
Acceptance period	12 Jan 2022 until and including 23 Feb 2022, 17:00 Vienna local time, i.e. 6 (six) weeks. The Bidder reserves the right to extend the Acceptance Period
Additional acceptance period persuant to § 19 para 3 Takeover Act	28 Feb 2022 until 30 May 2022, 17:00 Vienna local time
Offer price	a) IMMOFINANZ Shares (pursuant to Sec 3.2.1 of the Offer Document and pursuant to Sec 2.1 of the Amended Offer Document) EUR 23.00 per no-par value ordinary bearer share of IMMOFINANZ, cum dividend for the financial year 2021 b) 2024 Convertible Bonds (pursuant to Sec 3.2.2 of the Offer Document and pursuant to Sec 2.2 of the Amended Offer Document) For 2024 Convertible Bonds tendered during the Acceptance Period from 12 Jan 2022 to 23 Feb 2022, or during the Additional Acceptance Period pursuant to Section 19 paragraph 3 TOA, payment of a convertible bond offer price of EUR 111.470,29 (for each nominal amount of EUR 100.000)
Offer volume	a) 71,650,385 no-par value ordinary bearer shares (cited: 10 Feb 2022), as well as conversion shares b) 2024 Convertable Bonds in the outstanding total nominal amount of EUR 11,700,000
Premium	10,6% (3M), 13% (6M), 23,6% (12M)
Conditions	The Offer is subject to the following Condition Precedent: No later than 90 (regarding Romania 120) calendar days after the end of the Acceptance Period, the contemplated transaction has been cleared or is deemed to have been cleared by the competition authorities in Austria, the Czech Republic, Germany, Hungary, Poland, Romania, Serbia and Slovakia or the respective competition authority has declared that it is not competent for conducting a review or 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
Paying agent	Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Wien, FN 122119 m
Share held by bidder prior to announcement of offer	26,621,030 no-par value ordinary bearer shares, 13,029,155 no-par value ordinary bearer shares conditionally purchased, 9,413,253 no-par value ordinary bearer shares conditionally purchased (pursuant to Sec 1.2 of the Amended Offer Document), as well as the obligation to purchase from CEE Immobilien AG: (i) all IMMOFINANZ shares (currently 17,543,937 shares); as well as (ii) any IMMOFINANZ shares potentially acquired through its partial offer for IMMOFINANZ shares (pursuant to Sec 1.3 of the Amended Offer Document)