DGAP-News: IMMOFINANZ AG / Key word(s): Real Estate/Offer 
IMMOFINANZ AG: Publication of the offer document for the voluntary public takeover offer to the shareholders of S IMMO 
AG 
2021-05-19 / 08:00 
The issuer is solely responsible for the content of this announcement. 
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THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 
IN, INTO OR TO ANY COUNTRY IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE UNLAWFUL. 
IMMOFINANZ AG: Publication of the offer document for the voluntary public takeover offer to the shareholders of S IMMO 
AG 
  . Launch of the voluntary public takeover offer to acquire a controlling interest (Section 25a of the Austrian 
    Takeover Act) to the shareholders of S IMMO 
  . Acceptance period runs from 19 May 2021 to 16 July 2021 
  . The offer price is EUR 22.25 per S IMMO share and represents a premium of 40.3% to the 6-month VWAP of the S IMMO 
    share of EUR 15.86 prior to the announcement of the intention to launch an offer (14 March 2021) 
  . Condition precedent of the offer is an amendment to the Articles of Association to cancel the maximum voting right. 
    The shareholders of S IMMO may decide upon the cancellation specifically with respect to the completion of the 
    offer in a shareholders' meeting during the acceptance period. If the offer is not completed, the maximum voting 
    right will remain in place. 
  . The minimum acceptance threshold of 50% plus 1 share of all S IMMO shares subject to the offer applies. Therefore, 
    the acceptance of at least 25,716,294 S IMMO shares is required for a successful offer. 
IMMOFINANZ AG will publish the offer document for the voluntary public takeover offer to acquire a controlling interest 
pursuant to Section 25a of the Austrian Takeover Act to the shareholders of S IMMO AG today. Shareholders of S IMMO may 
accept the offer from 19 May 2021 until 16 July 2021, 17:00 (Vienna local time). 
Offer price 
The price per S IMMO share offered to the shareholders of S IMMO is EUR 22.25. The offer price represents a premium of 
40.3% to the six-month VWAP (volume weighted average share price of S IMMO of the last six months) of EUR 15.86 prior 
to the announcement of the intention to launch an offer. The premium to the unaffected closing price of EUR 18.04 on 13 
March 2021, prior to the announcement of the intention to launch an offer, amounts to 23.3%. 
The offer price is cum-dividend. This means that the offer price per S IMMO share will be reduced by the amount of any 
dividend per S IMMO share declared between this announcement and the settlement of an offer, if the settlement of an 
offer takes place after the relevant dividend record date. 
Scope of the offer and acceptance threshold 
The offer relates to the acquisition of all outstanding S IMMO Shares (ISIN AT0000652250) not held by the Bidder or by 
S IMMO itself (treasury shares). IMMOFINANZ currently holds 19,499,437 shares (corresponding to approximately 26.49% of 
the share capital). S IMMO currently holds 2,676,872 treasury shares (as at 17 May 2021). Thus, the offer comprises the 
acquisition of up to 51,432,587 shares, corresponding to approximately 69.87% of the share capital of S IMMO. 
For the voluntary takeover offer to acquire a controlling interest (Section 25a of the Austrian Takeover Act) the 
statutory minimum acceptance threshold of 50% plus 1 share of all S IMMO shares that are subject of the offer is 
applicable. The offer must therefore be accepted for at least 25,716,294 S IMMO shares. 
Cancellation of the maximum voting right - decision of the shareholders specifically for the completion of the offer 
One condition precedent of the offer is the amendment to the Articles of Association to cancel Section 13 (3) of the 
Articles of Association (maximum voting right). 
For this purpose, it is necessary that a shareholders' meeting of S IMMO is held prior to the 15th trading day before 
the expiry of the acceptance period of the offer, thus no later than 24 June 2021 according to the applicable 
acceptance period. The shareholder resolution includes (i) an amendment to the Articles of Association to cancel 
Section 13 (3) of the Articles of Association (maximum voting right) combined with (ii) an amendment to the Articles of 
Association, subject to a condition precedent, to reinstate the maximum voting right in terms of content as the current 
provision (reinstatement of the maximum voting right) in the event that the offer does not become unconditionally 
binding. 
This condition precedent is structured in order to enable a shareholders' decision to cancel the maximum voting right 
specifically with respect to the completion of the offer. If the offer is not completed, the maximum voting right will 
remain in place. 
Furthermore, the timing for the shareholders' meeting ensures in the interest of the S IMMO shareholders and the 
addressees of the offer that the shareholders of S IMMO may already take into account the decision on the maximum 
voting right with respect to their offer acceptance. 
IMMOFINANZ will request a shareholders' meeting of S IMMO for the relevant resolution. 
Further conditions precedent 
The completion of the offer is also subject to merger control clearances for Austria, Germany, Slovakia, Hungary, 
Serbia and Romania as well as other customary conditions precedent, that S IMMO (i) does not increase its capital, (ii) 
does not sell or transfer treasury shares, (iii) does not issue convertible bonds, (iv) does not disclose a significant 
compliance breach, and (v) no loss amounting to half of the share capital of S IMMO or insolvency or reorganisation 
proceedings or proceedings under the Austrian Business Reorganisation Act are opened, and (vi) the Takeover Commission 
does not determine a violation of an obligation of S IMMO to launch an offer for IMMOFINANZ in the review procedure. 
The details of the conditions precedent are set out in the offer document. 
Further Information 
The offer document will be available on the websites of IMMOFINANZ as Bidder (www.immofinanz.com/simmo), S IMMO as 
Target Company (www.simmoag.at) and the Austrian Takeover Commission (www.takeover.at) as of 19 May 2021. 
If you have any questions regarding the offer, please contact the free telephone hotline set up by IMMOFINANZ at +43 
(0)1 311 62235 between 9:00 a.m. and 6:00 p.m. Monday to Sunday. 
On IMMOFINANZ 
IMMOFINANZ is a commercial real estate group whose activities are focused on the office and retail segments of seven 
core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary and Romania. The core business 
covers the management and development of properties, whereby the STOP SHOP (retail), VIVO! (retail) and myhive (office) 
brands represent strong focal points that stand for quality and service. The real estate portfolio has a value of 
approx. EUR 5.0 billion and covers approx. 210 properties. IMMOFINANZ is listed on the stock exchanges in Vienna 
(leading ATX index) and Warsaw. Further information under http://www.immofinanz.com 
IMPORTANT INFORMATION 
This announcement is issued by IMMOFINANZ AG (IMMOFINANZ) in connection with the takeover offer for the shares of S 
IMMO AG (Takeover Offer) and is for information purposes only. It is neither an offer to purchase nor a solicitation to 
sell securities of S IMMO AG (S IMMO) or IMMOFINANZ. 
The conditions and further provisions relating to the Takeover Offer are disclosed in the offer document in accordance 
with the provisions of the Austrian Takeover Act. Only the terms and conditions of the offer document are decisive. 
Investors and holders of S IMMO shares are strongly recommended to review the offer document and all other documents 
related to the Takeover Offer, as they contain important information. 
The offer will be conducted solely on the basis of the applicable provisions of the Austrian law, in particular the 
Austrian Takeover Act. Subject to the exceptions described in the offer document and any exceptions granted by the 
relevant regulatory authorities, a takeover offer is not being made directly or indirectly, in or into those 
jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction. The offer will not 
be conducted in accordance with the legal requirements of jurisdictions (including United States of America (USA), 
Australia and Japan) other than Austria. Accordingly, no notices, approvals or authorizations for the offer have been 
filed, caused to be filed or granted outside of Austria. Holders of securities should not rely on being protected by 
the investor protection laws of any jurisdiction other than Austria. IMMOFINANZ therefore does not assume any 
responsibility with regard to the Takeover Offer for compliance with laws other than the laws of Austria. 
To the extent this presentation contains forward-looking statements concerning IMMOFINANZ or S IMMO, such statements do 
not represent facts and are characterized by the words such as "will", "expect", "believe", "estimate", "intend", 
"aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and 
assumptions of IMMOFINANZ. These forward-looking statements are based on current plans, estimates and forecasts, but do 
not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are 
difficult to predict and usually cannot be influenced by IMMOFINANZ. It should be kept in mind that the actual events 
or consequences may differ materially from those contained in or expressed by such forward-looking statements. It is 
possible that IMMOFINANZ will change its intentions and assumptions reflected in documents and announcements or in the 
published offer document also after publication of these documents, announcements or the offer document.

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May 19, 2021 02:01 ET (06:01 GMT)