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

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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. Seite 2 von 4
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). Seite 3 von 4
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Merger of IMMOEAST AG and IMMOFINANZ AG Information to the ...

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