Merger of IMMOEAST AG and IMMOFINANZ AG Information to the ...

Merger
of
IMMOEAST AG and IMMOFINANZ AG
Information to the shareholders regarding the share exchange
in the course of the merger
Please note that this information to the shareholders shall be understood as a non-binding
general description of the share exchange process in the course of the merger. Only the merger
documents published on the website of the company in accordance with applicable law are
legally binding documents. This information to the shareholders shall not constitute any rights of
the shareholders of IMMOFINANZ AG or IMMOEAST AG or any third party.
1. Merger between IMMOEAST AG and IMMOFINANZ AG
IMMOFINANZ AG and IMMOEAST AG concluded a merger agreement dated
21 January 2010 under which all assets and liabilities of IMMOEST AG shall be
transferred by way of merger to IMMOFINANZ AG and IMMOEAST AG shall extinguish
upon the merger without liquidation. The conclusion of the merger agreement has been
approved by shareholders’ resolutions passed in extraordinary shareholders’ meetings
of IMMOFINANZ AG (20 January 2010) and IMMOEAST AG (21 January 2010). No
motions have been filed against these shareholders’ resolutions.
2. Effectiveness of the merger
The merger shall become effective upon its registration by the Commercial Court
Vienna with the companies register (“Merger Date”).
As the shares of IMMOEAST AG are listed on the Warsaw Stock Exchange
IMMOFINANZ AG is obliged to publish an information memorandum under Polish law
prior to the Merger Date. At the moment the approval process for this information
memorandum is pending.
Therefore, a registration of the merger with the Commercial Register can be expected
at the earliest with end of April 2010.
IMMOFINANZ AG and IMMOEAST AG will inform separately, once the Merger Date is
determined.

3. Exchange shares
Upon the Merger Date 567.363.702 new IMMOFINANZ-shares (ISIN AT0000809058)
(„Exchange Shares”) will be allotted to the shareholders of IMMOEAST AG in
exchange of their IMMOEAST-shares (ISIN AT0000642806).
The share exchange ratio is three Exchange Shares for two IMMOEAST-shares. For
instance: An IMMOEAST shareholder with 1,000 IMMOEAST-shares will receive in the
course of the merger 1,500 Exchange Shares.
4. Delivery of the Exchange Shares to the IMMOEAST shareholders
It is expected that the Exchange Shares will be delivered one day after the Merger
Date by the custodians to the securities accounts of the IMMOEAST shareholders (the
exact date is dependent on the securities booking system of the custodian). At the
same moment the IMMOEAST shares will be deleted from the securities accounts.
Shareholders are not entitled to receive global or individual share certificates.
The delivery of the Exchange Shares to IMMOEAST shareholders, which hold their
IMMOEAST shares on securities accounts with Polish custodians, will take place after
the registration of the Exchange Shares with the Polish National Depository for
Securities (“NDS”). This could lead to a slight delay of the delivery of the Exchange
Shares to Polish shareholders (please also see point 9 of this information).
5. Notices to the custodians and the shareholders
Custodians having their accounts directly linked with the Oesterreichische Kontrollbank
Aktiengesellschaft (OeKB) will be informed about the Share Exchange by the banking
information system of the OeKB. Further, IMMOEAST shareholders will receive notices
delivered to their securities account.
6. Effects on the stock exchange trading
With the beginning of the Merger Date trading of the IMMOEAST-shares on the Vienna
Stock Exchange will be terminated.
Transactions with IMMOEAST-shares, which are not settled at the beginning of the
Merger Date, shall be settled with IMMOFINANZ-shares accordance with the
Exchange Ratio. This may affect transactions with a transaction date up to 7 trading
days prior to the Merger Date (general settlement period within 3 settlement days after
the transaction date 1 plus 4 additional settlement days after the settlement day 2 ).
Because of the Exchange Ratio in case of a transaction with an uneven number of
1
See § 18 (1) CCP.A Settlement rules (Abwicklungsbedingungen), Version (Fassung) 23 December 2009.
2
See § 41 (Absonderungsverfahren) CCP.A Settlement rules (Abwicklungsbedingungen), Version
(Fassung) 23 December 2009.
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IMMOEAST-shares the settlement would result in an entitlement to one half of an
IMMOFINANZ-share. However, as fractions of IMMOFINANZ-shares cannot be
transferred, IMMOFINANZ-shares relating to such fractional entitlements will be
included in the proceedings regarding the dealings with fractions (see point 7 of this
information).
The trading of the IMMOEAST shares on the Warsaw Stock Exchange will be
suspended in any case four trading days prior to the Merger Date.
The Exchange Shares are expected to be admitted to the regulated market of the
Vienna Stock Exchange (Segment Prime Market) on the Merger Date, so that the
delivered Exchange Shares will be promptly tradeable.
Please note, that the shares of IMMOFINANZ AG will not be listed on the Warsaw
Stock Exchange on the occasion of the merger.
7. Dealings with IMMOFINANZ-shares and Exchange Shares related to
fractions
As a result of the Exchange Ratio (2:3) fractions in respect of shares may arise as
follows:
� Entitlement to ½ of an IMMOFINANZ-share due to transactions with an
uneven number of IMMOEAST-shares, which are not settled as of the
Merger Date (see point 6 of this information).
� Uneven number of IMMOEAST-shares on securities accounts would
result to an entitlement of one half of an Exchange Share.
However, as fractions of IMMOFINANZ-shares or Exchange Shares cannot be allotted
and transferred the IMMOFINANZ-Shares and the Exchange Shares relating to such
fractional entitlements will be liquidated by the share trustee (Erste Group Bank AG) on
the market. Because of the exchange ratio (2:3) such fractional entitlements in respect
of (i) transactions with an uneven number of IMMOEAST-shares as well as
(ii) securities accounts with an uneven balance of IMMOEAST-shares may only amount
to one half of an IMMOFINANZ-shares or Exchange Share, respectively, and therefore
only small amounts are concerned. The fractional entitlements will not be separately
tradeable.
In the course of the preparation of the share exchange the custodians will be informed
to transfer IMMOFINANZ-shares and/or Exchange Shares relating to fractional
entitlements to the share trustee for liquidation on the market (approximately seven
business days after the Merger Date).
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The proportional proceeds from the sale of the Exchange Shares will be transferred to
the entitled shareholders approximately eleven business days after the Merger Date.
8. Additional ISIN-codes for the event of an judicial review of the exchange
ratio
To prepare for the event of review proceedings of the exchange ratio the securities
account balance of each IMMOFINANZ shareholder and of each IMMOEAST
shareholder as of the Merger Date will be recorded and posted to the following
separate ISIN-codes: AT0000A0GYS9 („IMMOFINANZ AG/entitlement to potential
supplementary cash payments or shares regarding exchange ratio”) and
AT000A0GYT7 („IMMOEAST AG/entitlement to potential supplementary cash
payments or shares regarding exchange ratio). This is necessary for processing
reasons and does not result in any costs for the shareholders.
9. Stock exchange trading of IMMOFINANZ shares from securities accounts
with Polish custodians
Please note that the shares of IMMOFINANZ AG will not be admitted for trading on the
Warsaw Stock Exchange on the occasion of the merger. Shareholders with securities
accounts which do not allow trading outside the Warsaw Stock Exchange have to take
actions in order to secure the tradability or the liquidation of the Exchange Shares. This
can be achieved in particular by the following means:
(i) upgrade of the securities account by the respective custodian for trading on
the Vienna Stock Exchange;
(ii) transfer of the IMMOEAST shares or the granted Exchange Shares to a
securities account with another custodian, which allows for trading on the
Vienna Stock Exchange;
(iii) confirmation with the custodian that the granted Exchange Shares can be
liquidated in another way; or
(iv) if required selling of the IMMOEAST shares at least five trading days prior to
the Merger Date.
The exact proceedings should be confirmed by the affected shareholder of
IMMOEAST AG with its custodian.
Further inquiries:
Margit Hermentin
Investor Relations
m.hermentin@immofinanz.com
Tel. +43 (0)5 7111-2290
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Vienna, March 2010
(updated as of 25 March 2010)
(updated as of 06 April 2010)