IMMOFINANZ AG: IMMOFINANZ starts preparations for a squeeze-out of S IMMO AG

Ad-hoc announcement

Vienna, 24 May 2024

Today, the Supervisory Board of IMMOFINANZ AG (“IMMOFINANZ”) approved the commencement of preparations for a squeeze-out of S IMMO AG (“S IMMO”) in accordance with the Austrian Squeeze out Act (Gesellschafter-Ausschlussgesetz). In the course of the squeeze-out, shares in S IMMO (AT0000652250) held by minority shareholders shall be transferred to IMMOFINANZ as main shareholder in exchange for appropriate cash compensation.

Together with its parent company CPI Property Group S.A. ("CPIPG"), IMMOFINANZ holds a stake of approximately 88.37% in the share capital of S IMMO (taking into account the treasury shares of S IMMO of approximately 92.54%), meaning that IMMOFINANZ is classified as a main shareholder under the Austrian Squeeze-out Act. The squeeze-out currently relates to 5,246,664 S IMMO shares, which corresponds to approximately 7.13% of the share capital.

Following the completion of preparatory steps, and subject to further legal, tax and financial review, IMMOFINANZ as main shareholder would submit a request to S IMMO to initiate the procedure under the Austrian Squeeze-out Act. The cash compensation for the acquisition of the S IMMO shares will be determined based on a valuation report to be obtained. The squeeze-out will then be submitted for approval at a shareholders' meeting of S IMMO.

On IMMOFINANZ

IMMOFINANZ is a commercial real estate group whose activities are focused on the office and retail segments of eight core markets in Europe: Austria, Germany, Poland, Czech Republic, Slovakia, Hungary, Romania and the Adriatic region. The core business covers the management and development of properties, whereby IMMOFINANZ relies on its established real estate brands – STOP SHOP (retail), VIVO! (retail) and myhive (office) – and also on complementary products and portfolios that include S IMMO. IMMOFINANZ increased its investment in S IMMO to 50% plus one share at the end of 2022 and now consolidates this company in full. IMMOFINANZ Group holds more than 500 properties with a combined value of approximately EUR 8.2 billion. IMMOFINANZ is listed on the stock exchanges in Vienna (leading ATX index) and Warsaw. Further information under: https://www.immofinanz.com

Offer document for the public delisting takeover offer of NUNUS GmbH to all shareholders of USU Software AG published

NUNUS GmbH (the "Bidder"), a 100% subsidiary of AUSUM GmbH, which in turn is the majority shareholder of USU Software AG ("USU"), today published the offer document for the public delisting takeover offer to all shareholders of USU to acquire the outstanding shares in USU not already directly held by the Bidder. The offer document was previously approved by the German Federal Financial Supervisory Authority ("BaFin").The acceptance period begins today and ends on June 13, 2024 at 24:00 (CEST), subject to the further acceptance period. The offer price is EUR 18.50 per share in USU and corresponds to a premium of EUR 1.74 or 10.4% on the minimum price to be paid in accordance with the statutory provisions.

The offer document is available on the Internet at www.nunus-angebot.de. Copies of the Offer Document can also be obtained free of charge from the settlement agent for the Delisting Takeover Offer: Landesbank Baden-Württemberg, Am Hauptbahnhof 2, 70173 Stuttgart (order by e-mail to kapitalmassnahmen@LBBW.de).

In light of the planned delisting, the date of this year's Annual General Meeting of USU, originally scheduled for July 2, 2024, will be postponed to August 8, 2024. In any case, the Annual General Meeting will take place after the settlement of the delisting offer.

Aareal Bank AG: Annual General Meeting of Aareal Bank AG approves squeeze-out

- Cash compensation of € 33.20 per share

- Maximilian Rinke newly elected to the Supervisory Board

Wiesbaden, 3 May 2024 – The ordinary Annual General Meeting of Aareal Bank AG adopted the resolution concerning the squeeze-out under the German Public Limited Companies Act, thus resolving the transfer of shares held by minority shareholders to the main shareholder, Atlantic BidCo GmbH. As announced, the cash compensation amounts to € 33.20 per share. The main shareholder's request for the transfer of the shares held by remaining shareholders was adopted with a majority of 99.12 per cent of the votes cast.

The agenda also called for elections of Supervisory Board members, due to the fact that the regular terms of office of Prof. Dr Hermann Wagner, Denis Hall and Hans-Hermann Anton Lotter ended at the close of the Annual General Meeting. The following persons were elected – or re-elected – as shareholder representatives to the Supervisory Board: Maximilian Rinke (Senior Managing Director of Centerbridge Partners, L.P.), Denis Hall (former Chief Risk Officer, Global Consumer Banking, GE Capital) and Hans-Hermann Anton Lotter (Managing Director of Atlantic BidCo GmbH).

The Annual General Meeting also approved all other agenda items with a large majority of more than 98 per cent.

Further information on this year's Annual General Meeting, together with the CVs of the newly-elected and re-elected Supervisory Board members and the detailed voting results are available here.

Contact for investors:

Aareal Bank AG – Investor Relations
Phone: +49 611 348 3009
ir@aareal-bank.com

About Aareal Bank Group

Aareal Bank Group, headquartered in Wiesbaden, is a leading international property specialist. The Bank uses its expertise to identify trends, challenges and opportunities at an early stage, and to exploit them for the benefit of its stakeholders. Aareal Bank Group provides smart financings, software products, and digital solutions for the property sector and related industries, and is present across three continents, Europe, North America and the Asia/Pacific region. Aareal Bank Group’s business strategy focuses on sustainable business success, with environmental, social and governance (ESG) aspects as an integral part of this strategy. Aareal Bank AG comprises the business segments Structured Property Financing, Banking & Digital Solutions, and Aareon. The Structured Property Financing segment encompasses all of Aareal Bank Group’s property financing and funding activities. Here, the Bank supports its clients in making large-volume commercial property investments. The investment properties mostly comprise office buildings, hotels, shopping centres, logistics and residential property, as well as student apartments. In the Banking & Digital Solutions segment, Aareal Bank Group supports businesses from the housing, property management and energy industries as a digitalisation partner – combining extensive advisory services and product solutions with traditional corporate banking services and deposit-taking. Its subsidiary Aareon, Europe’s trusted provider of SaaS solutions for the property industry, represents the third business segment. Committed to connecting people, process, and property, Aareon brings the ecosystem closer together. Aareon’s Property Management System promotes efficient property management and maintenance, enabling superior digital experiences for everyone involved.

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Note by the editor:

The cash compensation will be judicially reviewed in an appraisal procedure. More information: kanzlei@anlageanwalt.de