S IMMO : New version of the Articles of Association (

This is a working translation from the German version and for convenience only.

Only the German version shall be legally binding.

ARTICLES OF ASSOCIATION

of

S IMMO AG

1. General provisions

1. • 1
     Company, seat, duration
2. The name of the public limited company is S IMMO AG.
3. The registered office of the company is Vienna.
4. The duration of the company is not limited to a specific time.
5. • 2

Object of the company

1. The object of the company is, in the country of incorporation and abroad:
2. 1. the acquisition, development, letting (leasing), management and sale of developed and undeveloped real estate and rights similar to real estate (including superaedificats and building rights);
   2. development, project management, planning, construction and refurbishment (whether as property developer, general contractor or total contractor), letting (leasing), management of own and third-party developed and undeveloped properties and with regard to rights similar to real property;
   3. the exercise of holding functions with regard to its subsidiaries, affiliated companies and other participations for their long-term value enhancement

!!! This is a working translation from the German version and for convenience only. Only the German version shall be legally binding!!!

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as well as the related acquisition, holding and disposal of participations in other companies with the same or similar corporate purpose;

1. 1. the exercise of the trades of property developer, real estate agent and property manager;
   2. the operational management of accommodation establishments, gastronomic and tourist establishments, shopping centres, student residences, parking garages, car parks and other real estate;
   3. the preparation of location, market and country analyses;
   4. trade in goods of all kinds;
2. the acquisition and commercial use of movable assets, in particular through commercial leasing or the conclusion of leasing contracts.

1. The company shall be entitled to engage in all transactions and measures which appear necessary or useful within the scope of the object of the company, in particular also in all areas of activity similar or related to the object of the company. Banking transactions within the meaning of the Austrian Banking Act shall be excluded from the activities of the company.

• 3
  Publication

Publications of the company shall be made in the "Amtsblatt zur Wiener Zeitung" to the extent and as long as required by law. Otherwise, the company's publications shall be made in accordance with the applicable legal provisions.

1. Share capital and shares

§ 4

Amount and division of the share capital

1. The share capital of the company amounts to EUR 267,457,923.62.
2. The share capital is divided into 73,608,896 no-par value bearer shares. The right

to individual share certificates is excluded.

!!! This is a working translation from the German version and for convenience only. Only the German version shall be legally binding!!!

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1. The Executive Board is authorised until 26 November 2025 pursuant to § 169 of the Stock Corporation Act, with the consent of the Supervisory Board, to increase the share capital by up to EUR 133,728,961.81 by issuing up to 36,804,448 new ordinary bearer shares of the company against cash or non-cash contributions, also in several tranches, and to determine the issue price, which may not be lower than the pro rata amount of the share capital, as well as the other issue conditions in agreement with the Supervisory Board. The Executive Board is authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription rights in whole or in part (i) if the capital increase is effected against cash contributions and the total proportion of the share capital of the company attributable to the shares issued against cash contributions under exclusion of subscription rights does not exceed the limit of 10% (ten per cent) of the share capital of the company at the time the authorisation is exercised, (ii) if the capital increase is made against contribution in kind, (iii) to service an over-allotment option (greenshoe) or (iv) to settle fractional amounts. The sum of the shares issued against cash and non-cash contributions under this authorisation with the exclusion of shareholders' subscription rights may not account for more than 10% (ten percent) of the share capital of the company at the time the authorisation is granted. All subscription and conversion rights to new shares granted on a convertible, exchange or option bond issued during the term of this authorisation under exclusion of subscription rights shall be counted towards this limit. The Supervisory Board is authorised to resolve on amendments to the Articles of Association resulting from the issue of shares from the authorised capital.
2. The share capital shall be conditionally increased pursuant to § 159 para 2 subpara 1 of the Stock Corporation Act by up to EUR 26,745,790.18 by issuing up to 7,360,889 new no-par value bearer shares (conditional capital). The conditional capital increase will only be implemented to the extent that holders of convertible bonds issued on the basis of the resolution of the Annual General Meeting of 12 October 2020 exercise the conversion and/or subscription rights granted to them. The issue amount and the conversion and/or subscription ratio shall be determined taking into account calculation methods customary in the market as well as the price of the shares of the company (basis of calculation of the issue amount); the issue amount may not be lower than the pro rata amount of the share capital. The Executive Board is authorised, with the consent of the

Supervisory Board, to determine the further details of the implementation of the

!!! This is a working translation from the German version and for convenience only. Only the German version shall be legally binding!!!

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conditional capital increase (in particular the issue amount, the content of the share rights, the time of dividend entitlement). The Supervisory Board is authorised to resolve amendments to the Articles of Association resulting from the issue of shares from the conditional capital or due to the expiry of the period for utilisation of the conditional capital.

1. • 5
     Type of shares
2. The shares are bearer shares.
3. If, in the case of a capital increase, the resolution to increase the share capital does not contain any provisions as to whether the shares are bearer shares or registered shares, they shall also be bearer shares.
4. • 6

Share certificates

The form and content of share certificates shall be determined by the Executive Board. The same shall apply to partial debentures, interest coupons, renewal coupons and warrants.

1. Board of Directors

§ 7

Size and distribution of work in the Executive Board

1. The Board of Directors shall consist of one, two, three, four or five persons.
2. The supervisory board shall determine the distribution of business in the executive board and the transactions which - in addition to the cases provided for by law (§ 95 para 5 of the Stock Corporation Act) - require its consent; to the extent provided for by law (§ 95 para 5 lines 1, 2, 4, 5 and 6 of the Stock Corporation Act), the supervisory board shall also determine amount limits up to which the consent of the supervisory board is not required. The supervisory board shall issue bylaws for the executive board.

!!! This is a working translation from the German version and for convenience only. Only the German version shall be legally binding!!!

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§ 8

Power of representation of the Executive Board, Chairman of the Executive

Board

1. The supervisory board may decide that a chairman of the board be appointed.
2. If only one executive board member has been appointed, he or she shall have individual power of representation. If two or more members of the executive board have been appointed, the company shall be represented by two members of the executive board jointly or by one member of the executive board jointly with a holder of procura (Prokurist).

§ 9

Board resolutions

1. The Board of Directors shall adopt its resolutions by simple majority.
2. If a member of the Executive Board has been appointed Chairman of the Executive Board, his vote shall be decisive in the event of a tie.
3. Resolutions of the Board of Directors may in particular also be adopted by e- mail, by telephone or in meetings held by way of electronic communication pursuant to § 12 Para. 5 may also be passed by e-mail, telephone or in meetings held by way of electronic communication. The provisions of § 12 Paragraph 5 shall apply mutatis mutandis.

IV. Supervisory Board

§ 10

Number of members, election

1. The Supervisory Board shall consist of at least three and at most six members.
2. The members are elected by the general meeting.
3. Unless they are elected for a shorter term of office, the members of the Supervisory Board shall be elected for the period until the end of the General

Meeting which resolves on the discharge for the fourth financial year after the

!!! This is a working translation from the German version and for convenience only. Only the German version shall be legally binding!!!

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