DGAP-News: CPI PROPERTY GROUP - ANTICIPATORY MANDATORY TAKEOVER OFFER

This document is a non-binding English language convenience translation. The only binding document is the German language publication published on 24 February 2022.

NOTE:
SHAREHOLDERS OF IMMOFINANZ AG WHOSE SEAT, PLACE OF RESIDENCE OR HABITUAL ABODE IS OUTSIDE THE REPUBLIC OF AUSTRIA SHOULD NOTE THE INFORMATION SET FORTH IN SECTION 7.4 OF THE OFFER DOCUMENT.

ANTICIPATORY MANDATORY TAKEOVER OFFER

pursuant to Sections 22 et seqq. of the Austrian Takeover Act (Übernahmegesetz)

by CPI PROPERTY GROUP S.A.

40, rue de la Vallée, L-2661 Luxembourg, the Grand Duchy of Luxembourg

to the Holders of Securities in

IMMOFINANZ AG

Wienerbergstraße 9, 1100 Vienna, Austria

IMMOFINANZ Shares: ISIN AT0000A21KS2

IMMOFINANZ Convertible Bonds: ISIN XS1551932046

Acceptance Period: 12 January 2022 through 23 February 2022

ANNOUNCEMENT OF THE RESULT

Announcement of the Result

Pursuant to Section 19 para 1 Austrian Takeover Act (Übernahmegesetz)

with respect to the anticipatory mandatory takeover offer

pursuant to Sections 22 et seqq. of the Austrian Takeover Act (Übernahmegesetz)

for the acquisition of securities of IMMOFINANZ AG

(Ordinary Shares: ISIN AT0000A21KS2; Convertible Bonds: ISIN XS1551932046)

(the "Offer")

CPI PROPERTY GROUP S.A., a stock corporation (société anonyme) duly established and existing under the laws of the Grand Duchy of Luxembourg, with corporate seat in Luxembourg and business address at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B102254 ("CPIPG"), has published the offer document in relation to the Offer pursuant to Section 11 paragraph 1a Austrian Takeover Act on 12 January 2022.

The Offer could have been accepted from 12 January 2022 until 23 February 2022 ("Acceptance Period").

Until the end of the Acceptance Period, 7,125,335 IMMOFINANZ Shares have been tendered for sale into the Offer. This represent a participation of approximately 5.15 % in the Target Company's registered nominal share capital and total outstanding voting rights. In addition, the Offer has been accepted with respect to 54 2024 Convertible Bonds, corresponding to a total nominal amount of 2024 Convertible Bonds of EUR 5,400,000.

Together with the IMMOFINANZ Shares held by the Bidder upon publication of the offer document for the Offer and the IMMOFINANZ Shares the Bidder will acquire upon closing of the RPPK SPA, the Petrus SPA and the CEE Immobilien SPA (see section 1.4 of the offer document as well as sections 1.2 and 1.3 of the amendment of the Offer), the Bidder will in total at least hold 73,732,710 IMMOFINANZ Shares. This represents a participation of approximately 53.33 % in the Target Company's registered nominal share capital and total outstanding voting rights.

The Offer will be settled in accordance with section 5. of the offer document. The Share Offer Price of EUR 23.00 per IMMOFINANZ Share and the Convertible Bond Offer Price of EUR 111,470.29 for each nominal amount of EUR 100,000 will be paid to the Holders of Securities Tendered for Sale no later than 9 March 2022 via their respective securities accounts.

Pursuant to Section 19 para 3 ÜbG, the Acceptance Period will be extended for all Holders of Securities who have not yet accepted the Offer for three months from announcement of the result ("Additional Acceptance Period"). The Additional Acceptance Period thus starts on 28 February 2022 and lasts until (and including) 28 May 2022, 17:00 Vienna local time.

Holders of Securities who have not yet accepted the Offer may tender their IMMOFINANZ Shares, respectively their 2024 Convertible Bonds, at unchanged terms, during the Additional Acceptance Period.

This announcement of the result of the Offer has also been published on the websites of CPIPG (https://www.cpipg.com/), IMMOFINANZ (https://immofinanz.com) and the Austrian Takeover Commission (https://www.takeover.at/).

Luxembourg, 24 February 2022