Statement by the Executive Board IMMOFINANZ AG

Transcription

1 English translation of the German original version for convenience only. The German original version shall Statement by the Executive Board of IMMOFINANZ AG on the voluntary partial public takeover offer ( 4 et seq of the Austrian Takeover Act) by PHI Finanzbeteiligungs und Investment GmbH and O1 Group Limited l:\hfh\pro-sky ii.2\vs-äußerung (zielgesellschaft)\statement by the executive board (non-binding english translation).docx

2 Table of contents 1. Current situation Information on IMMOFINANZ AG Share capital, shares and shareholder structure of IMMOFINANZ Treasury shares, share buyback programme Treasury shares Share buyback programme Other equity instruments: convertible bonds The Bidders and legal entities acting in concert PHI Finanzbeteiligungs und Investment GmbH O1 Group Limited Legal entities acting in concert with the Bidders Legal and corporate relationships between the Bidders Shareholding of PHI Shareholding of O Combined shareholding of the Bidders; possible further share purchases by the Bidders Further share purchases by the Bidders Offer by PHI and O Subject of the Offer Offer price Settlement fees and taxes Conditions precedent for the Offer Merger control Material adverse changes (MAC clause) Waiver, fulfilment and/or non-fulfilment of conditions precedent Acceptance Period, acceptance and settlement of the Offer Right of withdrawal based on competing offer Evaluation of the Offer Price Offer Price in relation to average market prices Offer Price in relation to book value and EPRA NAV Offer Price in relation to selected European corporate transactions Analyst views on IMMOFINANZ shares Valuation of IMMOFINANZ Representation of the interests of IMMOFINANZ and its stakeholders Bidders rationale for the Offer Business policy objectives and intentions of the Bidders with respect to IMMOFINANZ Effects on IMMOFINANZ und the shareholder structure Attainment of a blocking minority Risk of a de facto gain of control without legal obligation to make a takeover offer Negative impact on the positioning of IMMOFINANZ on the capital markets Effects on employment and location considerations Effects on creditors and on the public interest Expert in accordance with 13 Austrian Takeover Act (Österreichisches Übernahmegesetz) Advisors to IMMOFINANZ Additional Information Interests of the members of the IMMOFINANZ Executive Board Position of the Executive Board of IMMOFINANZ on the Offer Inappropriateness of the Offer Price Risks related to the allotment limitation in the partial Offer Summarising assessment and recommendation by the Executive Board Page 2 of 22

3 Introduction PHI Finanzbeteiligungs und Investment GmbH (hereafter also referred to as PHI ) is a limited liability corporation whose registered office is located in Vienna and whose business address is Mechelgasse 1, 1030 Vienna, FN f. PHI is an indirect, wholly owned subsidiary of CA Immobilien Anlagen Aktiengesellschaft (hereafter also referred to as CA Immo ). O1 Group Limited (hereafter also referred to as O1 ) is a company limited by shares under Cypriote law whose registered office is located in Limassol, Cyprus, and whose business address is Arch. Makariou III, 155 Proteas House, 5th floor, 3026 Limassol, Cyprus. O1 is registered with the Department of the Registrar of Companies and Official Receiver of the Republic of Cyprus under registry number HE On 25 March 2015, PHI and O1 (hereafter together also referred to as the Bidders ) issued a joint voluntary partial public takeover offer to the shareholders of IMMOFINANZ AG, whose registered office is located in Vienna and whose business address is Wienerbergstrasse 11, 1100 Vienna, FN y (hereafter also referred to as IMMOFINANZ or the Target Company ) in accordance with 4 et seq of the Austrian Takeover Act ( Übernahmegesetz ) for the purchase of up to 150,893,280 bearer shares of IMMOFINANZ (ISIN AT ) (the Offer ). For this purpose, the Bidders published the Offer Document on 25 March 2015 (the Offer Document ). The Offer is directed to all IMMOFINANZ shareholders, but only covers the purchase of up to 150,893,280 IMMOFINANZ shares (partial offer in accordance with 4 et seq of the Austrian Takeover Act). The number of shares covered by the Offer represents approx % of the current share capital of IMMOFINANZ. In relation to the share capital calculated in accordance with 22 (6) of the Austrian Takeover Act, i.e. excluding the (suspended) voting rights attributable to treasury shares (as of 2 April 2015), the shares covered by the Offer represent approx %. This fraction could increase following the repurchase of IMMOFINANZ shares (treasury shares) as part of the 2015 share buyback programme that is currently in progress (see Point 1.3.2). In accordance with 14 (1) of the Austrian Takeover Act, the Executive Board of IMMOFINANZ is required to publish a statement on the Offer immediately after publication of the Offer Document, in any case within ten exchange trading days after publication of the Offer and five exchange trading days before the expiration of the acceptance period. This statement must include, in particular, an assessment of whether the consideration offered and the other terms of the Offer take sufficient account of the interests of all shareholders and other holders of equity instruments and what effects the Offer would presumably have on IMMOFINANZ, above all on its employees (with regard to jobs, employment conditions, location issues), its creditors and the public interest based on the Bidders strategic planning for IMMOFINANZ. If the Executive Board is unable to reach a final conclusion, it must at least present the arguments for accepting or rejecting the Offer together with an indication of the most important positions. The assessments by the Executive Board in this statement on the Offer Price or the development of IMMOFINANZ are based principally on future developments and forecasts that are naturally connected with judgment uncertainty. No liability will be accepted for the occurrence of these future developments and forecasts. In connection with legal issues, it should be noted that the Austrian Takeover Commission and other decision-making bodies could reach different conclusions. Page 3 of 22

4 The Executive Board expressly notes that this statement also includes information provided by the Bidders in their Offer. The Executive Board was unable to and did not comprehensively verify this information for correctness. The Supervisory Board of IMMOFINANZ will also issue a statement on the Offer in accordance with 14 of the Austrian Takeover Act. 1. Current situation 1.1 Information on IMMOFINANZ AG IMMOFINANZ is a stock corporation under Austrian law whose registered office is located in Vienna and whose business address is Wienerbergstrasse 11, 1100 Vienna. The company is listed in the commercial register under FN y. IMMOFINANZ is a leading commercial real estate investor and developer in Central and Eastern Europe. The real estate portfolio currently comprises more than 470 properties with a carrying amount of approx. EUR 6.8 billion. The business activities of IMMOFINANZ are concentrated on the retail, office and logistics asset classes. The geographic focus lies on the following core countries: Austria, Germany, Poland, Czech Republic, Slovakia, Romania, Hungary and Russia. The three core business areas are: the development of sustainable, specially designed prime properties in premium locations (Development), the professional management of these properties (Asset Management) and cycle-optimised sales (Trade). Active and decentralised asset management is designed to increase rental income and reduce vacancies. The cash proceeds realized from property sales are reinvested in new development projects, which are supposed to generate profitability along the entire value chain. The spin-off of BUWOG in the 2013/14 financial year shifted the geographic focus even more towards Eastern Europe. At the same time, IMMMOFINANZ sharpened its profile as a leading specialist for office, retail and logistics properties in Central and Eastern Europe. Two-thirds of the IMMOFINANZ portfolio are now located in CEE and Russia and one-third in Western Europe (allocation based on the respective carrying amounts). IMMOFINANZ holds approx. 49% of the shares of BUWOG AG ( BUWOG ). BUWOG is a listed property company whose registered office is located in Vienna. BUWOG shares (ISIN AT00BUWOG001) are admitted for trading on the Prime Standard market of the Frankfurt Stock Exchange, the Prime Market of the Vienna Stock Exchange and the Main Market ( rynek podstawowy ) of the Warsaw Stock Exchange. BUWOG is a leading German-Austrian full-service provider in the residential property sector. The company s property portfolio comprises roughly 52,000 units, which are equally distributed between Austria and Germany. The entire value chain in the residential sector is covered by BUWOG s activities in the areas of Asset Management (rentals and portfolio management), Property Sales (sale of individual apartments, buildings and portfolios) and Property Development (planning and construction of new buildings). Page 4 of 22

5 1.2 Share capital, shares and shareholder structure of IMMOFINANZ The share capital of IMMOFINANZ totals EUR 1,114,171, and is divided into 1,073,193,688 bearer shares, each of which represents a proportional share of approx. EUR 1.04 in share capital. IMMOFINANZ shares (ISIN AT ) are admitted for trading on the Vienna Stock Exchange and are listed in the Prime Market segment. In addition, IMMOFINANZ shares are admitted for trading in the Main Market ( rynek podstawowy ) segment of the Warsaw Stock Exchange. The market capitalisation equals approx. EUR 2.96 billion (closing price of EUR 2.76 on the Vienna Stock Exchange on 2 April 2015). The percentage of IMMOFINANZ s share capital indicated in the Offer Document from 24 March 2015 was determined on the basis of IMMOFINANZ s share capital on that date. As of 27 March 2015, IMMOFINANZ withdrew 44,534,312 treasury shares, which reduced the company s share capital. The percentages of share capital specified in the Offer Document therefore differ in some cases from the percentages shown in this statement. The following table shows the shareholder structure of IMMOFINANZ based on notifications of shareholdings to IMMOFINANZ pursuant to the Austrian Stock Exchange Act ( Börsegesetz ) as well as Directors dealings notifications: Shareholder(s) Number of shares Stake in share capital in % Fries Group *) 69,781, PHI and O1 (see Point 1.9) 42,948, Treasury shares (as of ) 68,490, Free float 891,972, Total 1,073,193, *) FRIES Familien-Privatstiftung, Dr. Rudolf FRIES Familien-Privatstiftung and members of the Fries family (together the Fries Group ). 1.3 Treasury shares, share buyback programme Treasury shares IMMOFINANZ held 68,490,442 treasury shares as of 2 April Of this total, 68,490,436 shares are held by IMBEA IMMOEAST Beteiligungsverwaltung GmbH, a wholly owned subsidiary of IMMOFINANZ, and represent approx. 6.38% of IMMOFINANZ s share capital. A further six IMMOFINANZ shares are held by Aviso Zeta AG (an indirect, wholly owned subsidiary of IMMOFINANZ). The following should be noted as clarification to the information on treasury shares provided in the Offer Document (Point 3.2 of the Offer Document): On the date the Offer Document was published (25 March 2015), affiliated companies of the IMMOFINANZ Group held a total of 10,167,059 treasury shares (approx. 0.91% of share capital on 25 March 2015) and not 111,772,800 shares (approx. 10% of share capital) as indicated in the Offer Document. This difference is explained by the fact that 101,605,741 IMMOFINANZ shares (approx. 9% of share capital) had been sold as part of financing transactions based on treasury shares. This financing was repaid on 27 March 2015 and the 101,605,741 Page 5 of 22

6 IMMOFINANZ shares were repurchased. On 27 March 2015, IMMOFINANZ withdrew 44,534,312 treasury shares Share buyback programme 2015 On 13 March 2015, the Executive Board and the Supervisory Board IMMOFINANZ decided to launch a share buyback programme ( Share buyback programme 2015 ) to become effective on 1 April 2015 based on the authorisation of the Annual General Meeting on 30 September 2014 pursuant to 65 (1) no. 8 of the Austrian Stock Corporation Act ( Aktiengesetz ). The share buyback started on 1 April The share buyback programme 2015 has a volume of up to 30,000,000 shares, which represent approx. 2.80% of the company s current share capital. The maximum price per share (highest price) equals (cumulatively) (i) 15% over the average closing price for the share weighted by the respective trading volume on the previous ten trading days on the Vienna Stock Exchange, and (ii) EUR A credit institution was commissioned to carry out this share buyback programme and, within the context of the terms of the share buyback programme, is independently responsible for all decisions related to the timing of the purchase of IMMOFINANZ shares (a so-called trader-managed buyback programme as defined by 48e of the Austrian Stock Exchange Act and Article 6 (3) of Regulation (EU) 2273/2003). This share buyback programme of IMMOFINANZ shares is executed solely over the Vienna Stock Exchange in compliance with the price limits defined by Article 5 (1) of Regulation (EU) 2273/2003. In other words, the price may neither exceed the price of the last independent trade, nor (if higher) exceed the highest current independent bid on the trading venues where the purchase is carried out. A total of 1,251,954 shares were repurchased on 1 April 2015 and 2 April Announcements and details on the share buyback programme 2015, in particular executed transactions, will be published on the IMMOFINANZ website ( 1.4 Other equity instruments: convertible bonds IMMOFINANZ currently has two convertible bonds outstanding, which carry rights to the exchange for IMMOFINANZ bearer shares: ISIN Maturity Interest rate in % Nominal value as of 31 January 2015 in TEUR Convertible bond XS % 2 21, Convertible bond XS % 508, Put option for bondholders Up to first settlement date (coupon 1.25%) One certificate of the 2018 convertible bond (nominal value: EUR 4.12) entitles the bondholder to conversion into IMMOFINANZ shares and BUWOG shares. One certificate of the 2017 convertible bond (nominal value: EUR 100,000.0) currently entitles the bondholder to conversion into 12, IMMOFINANZ shares and BUWOG shares Page 6 of 22

7 In accordance with 1 no. 4 of the Austrian Takeover Act, convertible bonds are classified as equity instruments. The Offer represents a partial offer as defined in 4 et seq of the Austrian Takeover Act. As a partial offer in contrast to a mandatory offer or a voluntary offer to attain control the Offer is not required to apply to all equity instruments. The Offer is not related to the IMMOFINANZ convertible bonds. 1.5 The Bidders and legal entities acting in concert PHI Finanzbeteiligungs und Investment GmbH PHI is a limited liability corporation under Austrian law whose registered office is located in Vienna and whose business address is Mechelgasse 1, 1030 Vienna. PHI is listed in the commercial register under FN f. The share capital of PHI amounts to EUR 35,000. CA Immobilien Anlagen Aktiengesellschaft ( CA Immo ), FN k, is the sole indirect shareholder of PHI through its 100% investment in CA Immo International Holding GmbH, FN b, and CA Immo-RI-Residential Property Holding GmbH, FN f. The share capital of CA Immo totals EUR 718,336, and is divided into four registered shares and 98,808,332 bearer shares. The bearer shares are admitted for trading on the Vienna Stock Exchange in the Prime Market segment. The market capitalisation totals approx. EUR 1.75 billion (closing price of EUR on the Vienna Stock Exchange on 2 April 2015). As stated in the Offer Document, O1 holds approx. 26% of the share capital of CA Immo as well as the four registered shares which carry the right to appoint a total of four shareholder representatives to the Supervisory Board. The Offer Document indicates that O1 has not exercised these appointment rights to date. The remaining shares of CA Immo represent approx. 74% of share capital and are held in free float by institutional and private investors. CA Immo states that its core expertise lies in the development and management of large, modern office properties in Central and Eastern Europe. The core region covers Austria, Germany, Poland, Hungary, the Czech Republic, Slovakia and Romania. In Germany, the business activities of CA Immo are concentrated in Munich, Frankfurt and Berlin; in the other countries, the strategic focus lies primarily on the respective capital cities. The Offer Document indicates that CA Immo manages a property portfolio with a value of approx. EUR 3.6 billion that is distributed as follows: 38% in Germany, 20% in Austria and 42% in Central and Eastern Europe. Approximately 76% of the real estate portfolio represent office properties O1 Group Limited O1 is a company limited by shares under Cypriote law and was founded on 6 May The company s share capital equals EUR 12,000. The shareholder structure of O1 comprises holding companies and trusts that maintain their respective registered office in Cyprus and the Cayman Islands. An overview of the chain provides the following picture: The sole shareholder of O1 is Vaulterra Trustees and Corporate Limited, which holds the Page 7 of 22

8 investment in O1 as a trustee for MFT Cyprus Trust and, according to the provisions of the Austrian Takeover Act, is attributable to Mallorn Limited and Asfalot Limited, each with their registered office in Cyprus. The sole shareholder of Mallorn Limited and Asfalot Limited is MaplesFS Limited, whose registered office is located in the Cayman Islands. This company, in turn, holds the investments in Mallorn Limited and Asfalot Limited as a trustee for the Mints Family Trust in accordance with Cayman Islands law. This trust is attributable to Boris Mints (born in 1958) according to the provisions of the Austrian Takeover Act. In accordance with the Offer Document, the companies and trusts listed here as well as Boris Mints are to be seen as legal entities with a controlling influence over O1 under the Austrian Takeover Act. Reports by O1 indicate that the company is active in the following areas of business: (i) Activities as an investment holding company and, in this connection, the purchase and holding of immovable assets, investments in companies, shares, debt instruments, debt capital, bonds and equity instruments, including instruments issued and/or guaranteed by a government, public authority or state authority of any country; (ii) Realisation and modification of all types of investments as determined by the company from time to time Legal entities acting in concert with the Bidders In accordance with 1 no. 6 of the Austrian Takeover Act, natural persons or legal entities who cooperate with a bidder on the basis of an agreement to gain or exercise control over a target company, above all through the coordination of voting rights, are considered to be parties acting in concert. If a legal entity holds a direct or indirect controlling interest in one or more other legal entities as defined in 22 (2) and (3) of the Austrian Takeover Act, the (refutable) assumption is that all of these parties are acting in a concerted manner. As stated in the Offer Document, the Bidders and specified legal entities are acting in a concerted manner as defined by 1 no. 6 of the Austrian Takeover Act. The parties acting in concert with PHI are: CA Immo RI Residential Property Holding GmbH, CA Immo International Holding GmbH and CA Immobilien Anlagen Aktiengesellschaft. Additionally and according to information provided by the Bidders: all entities directly or indirectly controlled by PHI that are not described in the Offer Document pursuant to 7 no. 12 of the Austrian Takeover Act as well as O1 as the Bidder and the parties acting in concert with O1. The parties acting in concert with O1 are: the direct and indirect shareholders of O1 (also see Point 1.5.2); Vaulterra Trustees and Corporate Limited, MFT Cyprus Trust, Mallorn Limited, Asfalot Limited, MaplesFS Limited, Mints Family Trust, Boris Mints and the companies listed in Attachment./1 of the Offer Document as well as PHI as the Bidder and the parties acting in concert with PHI. 1.6 Legal and corporate relationships between the Bidders In the Offer Document, the Bidders state that the joint Offer is based on a memorandum of understanding between the two parties. The content of this memorandum of understanding is not disclosed in the Offer Document. Page 8 of 22

9 The Offer Document does not indicate how the shares purchased through the Offer will be allocated between the Bidders (O1 and PHI). According to the Offer Document, the Bidders are financing the Offer in part and independently with two financing agreements concluded with J.P. Morgan Limited. The Offer Document notes that in addition to the approx. 26% interest held by O1 in CA Immo two of the current six members of the CA Immo supervisory board are attributable to O1 and, moreover, O1 also holds four registered shares in CA Immo that carry the right to appoint four members to the supervisory board; the Offer Document indicates that O1 has not exercised these appointment rights to date. According to the Offer Document, the Bidders (PHI and O1) have not entered into any shareholder or syndication agreement or other contracts above and beyond the memorandum of understanding that would regulate their behaviour towards IMMOFINANZ. 1.7 Shareholding of PHI According to the Offer Document, PHI holds a total of 32,987,566 bearer shares, representing an interest of 3.07% on the current share capital of IMMOFINANZ (excluding the (suspended) voting rights attributable to treasury shares as of 2 April 2015: approx. 3.28%). This also represents the direct interest reported by PHI through a voting rights notification on 1 April 2015 ( 91 et seq of the Austrian Stock Exchange Act). 1.8 Shareholding of O1 According to the Offer Document, O1 purchased IMMOFINANZ shares over the stock exchange at prices ranging from EUR (lowest price) to EUR 2.78 (highest price) after the announcement on 16 March 2015 of the intention to launch the Offer. The Offer Document indicates that O1 held 4,223,927 bearer shares, representing 0.39% of the current share capital of IMMOFINANZ; (excluding the (suspended) voting rights attributable to treasury shares as of 2 April 2015: approx. 0.42%) after the close of trading on 23 March With a voting rights notification on 1 April 2015 pursuant to 91 et seq of the Austrian Stock Exchange Act, O1 announced that it (i) had purchased 8,782,073 shares, representing approx. 0.82% of the share capital of IMMOFINANZ, prior to 30 March 2015 and (ii) a further 1,178,968 shares, representing approx. 0.11% of the share capital of IMMOFINANZ, on 30 March The Offer Document indicates that O1 had purchased 4,223,927 of these shares prior to 23 March 2015 (see the previous information). As reported in the voting rights notification on 1 April 2015, O1 held 9,961,041 shares as of 30 March 2015, representing 0.93% of the share capital of IMMOFINANZ; (excluding the (suspended) voting rights attributable to treasury shares as of 2 April 2015: approx. 0.99%). 1.9 Combined shareholding of the Bidders; possible further share purchases by the Bidders In accordance with 23 of the Austrian Takeover Act, the shares held by the Bidders and the shares held by the parties acting in concert are to be attributed mutually to the Bidders. The Bidders therefore held a total of 37,211,493 bearer shares as of 23 March 2015 according to the Offer Document, which represent 3.47% of the share capital of IMMOFINANZ (excluding the (suspended) voting rights attributable to treasury shares: approx. 3.70%). Page 9 of 22

10 The Bidders issued a voting rights notification on 1 April 2015, which indicated that they together held a total of 42,948,607 bearer shares as of 30 March 2015 representing 4.00% of the current share capital of IMMOFINANZ (excluding the (suspended) voting rights attributable to treasury shares as of 2 April 2015: approx. 4.27%) Further share purchases by the Bidders The Offer Document indicates that the Bidders reserve the right to purchase IMMOFINANZ shares during the acceptance period as well as after the expiration of the acceptance period for the Offer. These transactions must be reported to the Austrian Takeover Commission in accordance with 16 of the Austrian Takeover Act. According to the Offer Document, the Bidders do not intend to carry out transactions that could lead to an obligation to improve the Offer Price as defined in 16 (7) of the Austrian Takeover Act. 2. Offer by PHI and O1 2.1 Subject of the Offer The Offer by the Bidders is directed to the purchase of up to 150,893,280 bearer shares ( Offer Shares ) of IMMOFINANZ that are neither owned by the Bidders nor by a party acting in concert with the Bidders or are attributable to these entities. The maximum number of Offer Shares represents 14.06% of the current share capital of IMMOFINANZ (excluding the (suspended) voting rights attributable to treasury shares as of 2 April 2015: approx %). Accordingly, the Offer does not cover all shares, but is a partial offer ( 4 et seq of the Austrian Takeover Act). If the number of shares covered by the declarations of acceptance is larger than the number of Offer Shares (150,893,280 shares), the declarations of acceptance will be taken into account on a pro rata basis as defined in 20 of the Austrian Takeover Act. In this event, the acceptance of the Offer will be subject to an allocation ratio that is derived from the total number of Offer Shares (150,893,280 shares) divided by the total number of shares tendered in connection with the Offer. The declaration of acceptance by individual shareholders will be reduced in accordance with this allocation ratio. Consequently, the acceptance of the Offer does not guarantee complete fulfilment of the declaration of acceptance. 2.2 Offer price The Bidders are offering to acquire the Offer Shares from their holders for a price of EUR 2.80 (two comma eighty Euros) per Offer Share ( Offer Price ) based on the terms of this Offer. The Offer Price is considered to include the 2014/2015 dividend, i.e. the Offer Price covers any claim to a dividend for the 2014/2015 financial year (1 May 2014 to 30 April 2015) of IMMOFINANZ. That means the shareholders who accept this Offer will not receive any dividend that is approved by the next annual general meeting of IMMOFINANZ for this period. Page 10 of 22

11 The Offer represents a voluntary partial offer ( 4 et seq of the Austrian Takeover Act). Therefore, the legal requirements regarding a minimum price, which are defined by 26 of the Austrian Takeover Act, do not apply. The Bidders are entitled to determine the Offer Price at their discretion. The Offer by the Bidders expressly excludes any subsequent increase in the Offer Price. The Executive Board of IMMOFINANZ notes that the Bidders may yet improve the Offer if a competing bid is received or if the Austrian Takeover Commission has authorised an improvement ( 15 of the Austrian Takeover Act). 2.3 Settlement fees and taxes The Offer Price is understood before the deduction of any income taxes or other applicable taxes and duties. The Bidders will not be responsible for the payment of any settlement costs related to the Offer. In particular, the Bidders will also not pay lump-sum compensation for the individual securities accounts involved (approx. EUR 7.50 per account as indicated in the Offer Document). The shareholders who accept the Offer are responsible to bear their own settlement costs. 2.4 Conditions precedent for the Offer The Offer is issued subject to the following conditions precedent: Merger control The Bidders Offer is subject to the condition precedent of the approval and/or clearance no later than 30 June 2015 by the responsible antitrust authorities (a) of the EU or, in the event that EU Merger Control regulations do not apply, of (b) Austria and (c) Germany. The planned acquisition by the Bidders will be considered to be cleared by the responsible authorities if these authorities waive the requirement for clearance Material adverse changes (MAC clause) The Bidders Offer is subject to the condition precedent that no changes or circumstances occur up to the expiration of the Acceptance Period that will or would probably reduce the consolidated equity of the Target Company, as reported in the consolidated interim financial statements according to IFRS as of October 30, 2014, by more than 25%. With regard to this condition, the Executive Board notes that the closing date for the half-year financial report of IMMOFINANZ was 31 October 2014 and not 30 October Page 11 of 22

12 2.4.3 Waiver, fulfilment and/or non-fulfilment of conditions precedent The Bidders reserve the right to waive the fulfilment of any or all of the above-mentioned conditions precedent, in which case the condition(s) precedent is (are) considered to be fulfilled. The Bidders must immediately publish the waiver, fulfilment or conclusive non-fulfilment of each condition precedent. The Offer will be invalid if the above-mentioned conditions precedents are not fulfilled within the period specified for the respective condition, unless the Bidders have waived the fulfilment of the conditions. Further details can be found under Point 5.3 of the Offer Document published by the Bidders. 2.5 Acceptance Period, acceptance and settlement of the Offer The acceptance period for the Offer covers a period of three weeks. The Offer can be accepted from (and including) 25 March 2015 up to (and including) 15 April 2015, 4:00 pm local time in Vienna ( Acceptance Period ). Shareholders who accept the Offer during the Acceptance Period will receive payment of the purchase price in accordance with the terms of the Offer Document no later than ten exchange trading days after the expiration of the (possibly extended) Acceptance Period. The Bidders reserve the right to extend the Acceptance Period. If a competing offer is received, the Acceptance Period will automatically be extended in accordance with 19 (1c) of the Austrian Takeover Act up to the end of the acceptance period for the competing offer. In connection with the extension of the Acceptance Period pursuant to 19 (1c) of the Austrian Takeover Act, the Offer Document states that the Acceptance Periods for all previous Offers will automatically be extended up to the end of the acceptance period for the competing offer, unless the Bidders have declared their withdrawal from the respective Offer. The withdrawal of the (original) bidder as defined in 19 (1c) of the Austrian Takeover Act requires a stipulation in the Offer Document. The Executive Board of IMMOFINANZ notes that the Offer Document does not clearly state the cases under which the Bidders reserve the right to withdraw from the Offer if the Acceptance Period is extended. The acceptance of the Offer must be made in writing. Further details can be found in Point 6. of the Offer Document. 2.6 Right of withdrawal based on competing offer If a competing bid is announced during the term of the Offer, the shareholders are entitled under 17 of the Austrian Takeover Act to withdraw from any previous declarations of acceptance until, at the latest, four exchange trading days before the expiration of the original Acceptance Period ( 19 (1) of the Austrian Takeover Act). The withdrawal must be made in writing to either the respective depositary bank or to the receiving and payment agent designated in the Offer. Page 12 of 22

13 3. Evaluation of the Offer Price The Offer Price amounts to EUR 2.80 per share (see Point 2.2). The Offer constitutes a voluntary partial offer ( 4 et seq Austrian Takeover Act (Österreichisches Übernahmegesetz)). The Bidders may therefore determine the Offer Price at their discretion. Shares in IMMOFINANZ are listed on the Vienna Stock Exchange and also on the main market (rynek podstawowy) of the Warsaw Stock Exchange. Each of the following quoted stock prices refers to Vienna Stock Exchange market prices. On 24 February 2015 it became known that an offer was under consideration. The day s closing price for IMMOFINANZ shares on 23 February 2015 was EUR 2.42 (day before it became known that an offer was under consideration). The Offer Price of EUR 2.80 per share is approximately 15.7% above the closing price of the shares on 24 February On 25 February, 2015 the Bidders announced that submission of a partial offer for around 15% of the shares in IMMOFINANZ was under consideration, at an offer price close to the market price at that time (according to the quoted Vienna Stock Exchange closing price of EUR 2.51 on 24 February 2015). The closing price of IMMOFINANZ shares on 24 February 2015 was EUR 2.51 (the day before the announcement that an offer was under consideration). The Offer Price of EUR 2.80 per share is approximately % above the closing price from 24 February On 16 March 2015, the Bidders announced the intention to make a partial offer for up to 150,893,280 shares in IMMOFINANZ at the price of EUR On 16 March 2015, the closing price stood at EUR 2.83 (trading day prior to the announcement of an intention to make an offer). The Offer Price is therefore approximately 1% below the closing price from 16 March On 02 April 2015, the closing price stood at EUR The Offer Price of EUR 2.80 per share is therefore approximately 1.4% above the closing stock price from 02 April Offer Price in relation to average market prices The Volume Weighted Average Price ( VWAP ) per IMMOFINANZ share in the last month and in the three, six and twelve calendar months before it became known that an offer was under consideration, as well as the absolute and percentage amounts by which the Offer Price respectively exceeds these prices, are based on closing prices up to and including 23 February 2015: VWAP Period 1 Month 3 Months 6 Months 12 Months VWAP Value, in EUR Difference between Offer Price and Average Price, in EUR Premium, in % 25.6% 29.0% 25.6% 16.7% Source: ThomsonReuters Page 13 of 22

14 The VWAP per IMMOFINANZ share in the last month and in the three, six and twelve calendar months preceding the announcement that an offer was under consideration, as well as the absolute and percentage amounts by which the Offer Price respectively exceeds these prices, are based on closing prices up to and including 24 February 2015: VWAP Period 1 Month 3 Months 6 Months 12 Months VWAP Value, in EUR Difference between Offer Price and Average Price, in EUR Premium, in % Source: ThomsonReuters 24.4% 29.0% 25.6% 16.7% The VWAP per IMMOFINANZ share in the last month and in the three, six and twelve calendar months preceding the announcement of the intention to launch an offer, as well as the absolute and percentage amounts by which the Offer Price respectively exceeds these prices, are based on closing prices up to and including 16 March 2015: VWAP Period 1 Month 3 Months 6 Months 12 Months VWAP Value, in EUR Difference between Offer Price and Average Price, in EUR Premium, in % 6.1% 20.2% 21.7% 16.7% Source: ThomsonReuters 3.2 Offer Price in relation to book value and EPRA NAV Immofinanz equity book value as of EPRA NAV as of Value per IMMOFINANZ share, in EUR Offer Price per IMMOFINANZ share, in EUR Difference, in EUR Premium/Discount -29.3% -36.4% Note: Book value per share and EPRA NAV per share are based on diluted number of shares excluding treasury shares as of 31 January Page 14 of 22

15 3.3 Offer Price in relation to selected European corporate transactions Purchaser Target company Date Premium/ discount to closing price Premium/ discount to 6M VWAP Premium/ discount to EPRA NAV Klepierre Corio % 20.1% 8.7% Deutsche Wohnen GSW % 17.7% 20.2% Deutsche Wohnen Conwert % 21.4% -26.8% Deutsche Annington Gagfah % 28.8% 29.3% Unibail Rodamco % 24.7% 63.1% Conwert ECO Business Immo % 47.4% -31.8% Lone Star GTC % 16.0% -16.1% Average premium/discount 17.0% 25.3% 6.7% PHI/O1 IMMOFINANZ (1) -1.1% 21.7% -36.4% PHI/O1 IMMOFINANZ (2) 11.6% 25.6% -36.4% PHI/O1 IMMOFINANZ (3) 15.7% 25.6% -36.4% Source: ThomsonReuters, offer documents, websites of the respective companies (1) Relates to closing stock price prior to the announcement of the intention of the Bidders to make an offer on 16 March 2015 (2) Relates to closing stock price prior to the announcement that an offer was under consideration on 24 February 2015 (3) Relates to closing stock price before it became known that an offer was under consideration on 23 February Analyst views on IMMOFINANZ shares The following table shows the price targets published by equity research analysts prior to the announcement by the Bidders of the intention launch an offer, along with the most recently published price targets preceding that date (as of 02 April 2015): Financial Institution Erste Group Wood & Company Morgan Stanley Société Generale Kepler Cheuvreux Alpha Value Date Price targets after announcement of the intention to make an offer, in EUR Date Price targets before announcement of the intention to make an offer, in EUR Page 15 of 22

16 Raiffeisen Centrobank Deutsche Bank HSBC Barclays Baader Bank Kempen & Co Average The Offer Price of EUR 2.80 exceeds the average of the respective target prices from the given equity research analysts at the time before the announcement that an offer was under consideration. The average of the given target prices published by equity research analysts after the time of the announcement of the intention to launch an offer was EUR 2.88 and therefore exceeds the Offer Price. 3.5 Valuation of IMMOFINANZ In order to assess the financial appropriateness of the Offer Price, the IMMOFINANZ Executive Board has commissioned VICTORIAPARTNERS GmbH, Frankfurt ( VICTORIAPARTNERS ), a financial advisor specialising in the real estate sector and not affiliated to any bank, to advise IMMOFINANZ with respect to the analysis of the Offer and to support in the preparation of the statement of the Executive Board. This assignment also includes the issuance of an opinion on the financial appropriateness of the Offer Price. VICTORIAPARTNERS has therefore issued an opinion with respect to the valuation of IMMOFINANZ, based on conventional international valuation methodology commonly used by financial advisors in the valuation of comparable real estate companies, consisting of multiples derived from the trading share prices of comparable companies, analysis of premiums paid in public takeover transactions, NAV analysis and discounted cash flow analysis. In this opinion, VICTORIAPARTNERS concludes that the Offer Price of EUR 2.80 per IMMOFINANZ share is inappropriate from a financial point of view ( Fairness Opinion ). 4. Representation of the interests of IMMOFINANZ and its stakeholders 4.1 Bidders rationale for the Offer The Bidders state in the Offer Document as rationale for the Offer that CA Immo, in ongoing pursuit of its strategy to attain a balanced and focussed asset profile, has significantly reduced the size of its portfolio in recent years and is now actively seeking direct or indirect growth opportunities within the regions that the company has defined as core. CA Immo therefore views the acquisition of a qualified minority stake in IMMOFINANZ as an attractive opportunity to strengthen its position as an integrated property investor. Page 16 of 22

17 According to the Offer Document, O1 views the Offer as a continuation of its strategy, which was initiated with the acquisition of a 26% stake in CA Immo. The underlying primary objective is to bring diversification to its current portfolio, which is currently exclusively in Moscow, and expansion in the direction of Central and Eastern Europe through investment of proceeds from real estate and application of the company s regional and sector-specific competence. The Executive Board of IMMOFINANZ is not able to derive any convincing justification for the accumulation of a minority stake in IMMOFINANZ from the above. The assessment is further hindered in that the Bidders publish no details in the Offer Document with respect to the content of the Memorandum of Understanding, on which basis the joint Offer from the Bidders (O1 and PHI) is made, in particular how the IMMOFINANZ shares for which the Offer is accepted shall be split between the Bidders (O1 and PHI), i.e. the size of the stake in IMMOFINANZ respectively targeted by O1 and by PHI (CA Immo) with the Offer. 4.2 Business policy objectives and intentions of the Bidders with respect to IMMOFINANZ According to the Offer Document, the Bidders intend to support IMMOFINANZ, as a large investor in office and retail real estate in Austria, Central and Eastern Europe and Russia, in developing a more precise corporate policy with respect to the company s strategic direction and improving strategic orientation. The Bidders do not intend to undertake a full takeover of the Target Company, according to the Offer Document. The Bidders state that their objective will be met on the basis of a minority stake and that at the present time they do not intend to exercise a direct influence over the daily business of the Target Company. The Bidders state that, subsequent to closing of the transaction, they will with their shareholdings seek representation on the Supervisory Board of the Target Company, in order to support the Target Company. According to the Offer Document, representatives of the management of the Bidders shall make their experience and expertise insofar as legally possible and permissible available to effect a new value-enhancing strategic direction. How and by which means the Bidders aside from their aim to bring experience and expertise through representation on the Supervisory Board want to provide IMMOFINANZ with the expressed long-term support is not explained in the Offer Document. The Bidders also make no concrete statements about the intended improvement to the strategic (new) direction. In addition, aversion on the part of the Bidders to investments in the retail sector is apparent from public statements. Why they would want to invest in a company, in which the largest asset class is represented by the retail sector, is likewise not explained. On the basis of the statements in the Offer Document, the corporate policy objectives and intentions of the Bidders cannot be assessed more closely with respect to their effects on IMMOFINANZ. In particular, it is not clear by which concrete means the Bidders intend to improve the commercial success of IMMOFINANZ. Page 17 of 22

18 4.3 Effects on IMMOFINANZ und the shareholder structure In the event of a corresponding take-up of the Offer, the Bidders would be the largest shareholder group in IMMOFINANZ, holding approximately 18.06% of share capital. The second-largest shareholder group would be the Fries-Gruppe, holding approximately 6.50% of share capital Attainment of a blocking minority In the event of a corresponding take-up of the Offer, it can be assumed that the Bidders, due to the turnout history at the IMMOFINANZ annual general meetings, will gain a blocking minority with respect to decisions requiring a qualified majority (3/4 majority). This blocking minority would enable the Bidders to block resolutions which require a 3/4 majority, such as capital measures with exclusion of subscription rights. Consequently, future annual general meeting resolutions, for example in respect to capital measures with exclusion of pre-emption rights, may be impeded by the Bidders Risk of a de facto gain of control without legal obligation to make a takeover offer The average turnout at the IMMOFINANZ annual general meeting is around 26.62% of the share capital (determined from the last five IMMOFINANZ annual general meetings). It is therefore possible that the Bidders also in combination with an increase in holdings either parallel or subsequent to the Offer obtain a relative voting majority at the IMMOFINANZ annual general meeting and that the Bidders thereby gain de facto control of the passing of resolutions with a simple voting majority at the IMMOFINANZ annual general meeting. This de facto control could also be obtained by the Bidders without crossing the legal threshold under takeover law of over 30% of the share capital (excluding treasury shares), with the consequence that no legal obligation to launch a mandatory offer to all IMMOFINANZ shareholders and security holders would be triggered for the Bidders. Such event would undermine the legitimate interests of shareholders and other holders of IMMOFINANZ securities with respect to the minority protection rights offered by the applicable takeover legislation ( übernahmerechtlicher Konzerneingangsschutz ) Negative impact on the positioning of IMMOFINANZ on the capital markets A de facto obtaining of control could negatively influence the positioning of the Target Company on the capital markets and reduce the attractiveness of IMMOFINANZ shares, especially for institutional investors. This would also be expected to result in a negative impact on the development of the IMMOFINANZ share price. In addition, strategic possibilities for IMMOFINANZ could be materially restricted and impaired as a result. One institutional investor has already publicly communicated that there are significant concerns about the Offer, due to the possible attainment of de facto control by the Bidders. Page 18 of 22

19 4.4 Effects on employment and location considerations On the basis of the corporate policy objectives and the intentions of the Bidders declared in the Offer Document, the effects of the Offer on the employment situation and the location of the company cannot be assessed. 4.5 Effects on creditors and on the public interest In the case of creditors, no worsening of the current position as a result of the Offer is evident. On the basis of the existing Offer Document, there are also no identifiable changes that could affect the public interest. 5. Expert in accordance with 13 Austrian Takeover Act (Österreichisches Übernahmegesetz) IMMOFINANZ has appointed Deloitte Audit Wirtschaftsprüfungs GmbH, Renngasse1/Freyung, 1010 Wien, as expert in accordance with 13 Austrian Takeover Act (Österreichisches Übernahmegesetz), to act in an advisory capacity during the process and to review the statements of the managing bodies as independent expert. 6. Advisors to IMMOFINANZ IMMOFINANZ as Target Company is advised by VICTORIAPARTNERS GmbH, Frankfurt, in connection with the Offer. Legal advisory services to IMMOFINANZ as Target Company are provided by bpv Hügel Rechtsanwälte OG. 7. Additional Information Information about this Statement from the IMMOFINANZ Executive Board can be provided by [Mag. Stefan Schönauer, Bakk., Head of Corporate Finance and Investor Relations], telephone number +43 (0) ; investor@immofinanz.com. Further detailed information about IMMOFINANZ can be found on the website 8. Interests of the members of the IMMOFINANZ Executive Board No cross directorships exist between the members of the IMMOFINANZ Executive Board and the members of the management bodies of the Bidders (or with members of management bodies of parties acting in concert with the Bidders) at the present time. No material commercial relationships exist between IMMOFINANZ and the Bidders. Page 19 of 22

20 Executive Board members holdings in IMMOFINANZ stock are currently as follows: Executive Board member Number of shares % of share capital Dr. Eduard Zehetner 1,826, Dr. Oliver Schumy 362, Mag. Birgit Noggler 360, The members of the Executive Board will not accept the Offer for their shares made by the Bidders. The members of the Executive Board declare that they have not been offered or granted any economic benefit by the Bidders should the Offer be successfully executed. No member of the Executive Board has been offered or granted any economic benefit should the outcome of the Offer be unsuccessful. 9. Position of the Executive Board of IMMOFINANZ on the Offer 9.1 Inappropriateness of the Offer Price As of 2 April 2015, the Offer Price of EUR 2.80 was slightly higher than the price of the IMMOFINANZ share (closing price of the share on the Vienna Stock Exchange on 2 April 2015: EUR 2.76). The Offer Price is approx. 36.4% below the EPRA NAV per share (EUR 4.40 as of 31 January 2015). EPRA NAV is calculated in accordance with the principles defined by the European Public Real Estate Association (EPRA) and represents the net asset value of IMMOFINANZ as reported in the IMMOFINANZ IFRS quarterly report as of 31 January In the opinion of the Executive Board, an evaluation of the IMMOFINANZ share price level must take into account the currently exceptional situation related to the property portfolio in Russia, which has had a particular negative effect on the trading valuation of the IMMOFINANZ share. The negative effect of the Russian property portfolio is initially related to the earnings situation, which is negatively influenced, among others, by fluctuations in rental income and foreign exchange effects. The current Russian crisis has also led to uncertainty on the part of many capital market investors and had a negative influence on the valuation level for companies like IMMOFINANZ which have significant economic activities in Russia. IMMOFINANZ s IFRS quarterly report as of 31 January 2015 includes the negative impact of the internal revaluation and the semi-annual valuation by external appraisers, which reflects the temporary risk arising from reduced rental income and foreign exchange effects. Therefore, the country risk in particular related to Russia has been adequately factored in. According to an estimate by the Executive Board, the Offer Price would still be roughly 25% below a revised EPRA NAV per share even when considering a hypothetical extreme scenario e.g. assuming the attributable NAV contribution of the property portfolio in Russia to be zero. However, the Executive Board considers this type of negative scenario for the property portfolio in Russia to be virtually impossible. The Executive Board believes the so-called East European handicap on the capital markets has weakened over the past weeks and months, among others due to macroeconomic developments in IMMOFINANZ s relevant core countries. The substantial gap between the (capital) markets in Eastern and Western Europe can, in the Executive Board s opinion, represent an upside potential for the share Page 20 of 22