S IMMO AG: start of exchange offer for S IMMO INVEST participating certificates

Corporate news

With reference to the ad hoc releases of 29 April 2014 and 30 April 2014, S IMMO AG (Bloomberg: SPI:AV, Reuters: SIAG.VI; ISIN: AT0000652250) announces that, after establishment of all prerequisites for the implementation, its offer to exchange the S IMMO INVEST participating certificates (ISIN: AT0000795737 and ISIN: AT0000630694) listed on the Vienna Stock Exchange for a bond will open on 21 May 2014.

The exchange offer applies to up to 1,140,000 of the 2,280,797 S IMMO INVEST participating certificates at present outstanding, i.e. approximately half of the outstanding total. As soon as the offer is open, holders of participating certificates may exchange their certificates into a 7-year fixed term bond with a fixed coupon of 4.5% at the exchange rate of EUR 79.11 per certificate. The offer closes on 06 June 2014. The increase in the exchange rate from EUR 78.88 to EUR 79.11 per participating certificate is attributable to the postponement of the implementation of the exchange offer.

The offer documentation pursuant to the Takeover Act (ÜbG) together with the expert’s report pursuant to section 9 para 1 and section 13 ÜbG and further information about the exchange offer will be available on S IMMO AG’s website at www.simmoag.at/umtauschangebot as from 21 May 2014.

This disclosure is a mandatory disclosure pursuant to section 48d para 1 Stock Exchange Act (BörseG) and is for promotional purposes in Austria. It is a marketing announcement in the meaning of the Securities Supervision Act (WAG) and the Capital Markets Act (KMG), but does not constitute financial analysis or advice relating to financial securities. It is neither a recommendation nor an offer to sell nor an invitation to purchase securities of S IMMO AG (“the Company”). The offer to exchange securities of the Company is made exclusively by means and on the basis of the basic prospectus and its annexes approved by the Financial Market Authority (FMA) and published on 29 April 2014, together with the binding terms and conditions (“the Prospectus”) and the offer document approved by the Takeover Commission, which are available free of charge from the Company’s offices at Friedrichstrasse 10, 1010 Vienna, during normal business hours and may be viewed electronically on the issuer’s website (www.simmoag.at).

This announcement is addressed exclusively to persons legally entitled to receive it. In particular, it is not addressed to U.S. citizens or persons resident in the United States of America (USA), the United Kingdom, Belgium, France or Italy. This announcement is neither an offer to purchase nor a public invitation to sell securities in Italy, Belgium, France or any jurisdiction in which such an offer or invitation would be contrary to the law. This announcement is not for publication or distribution in the USA and may not be distributed to persons or publications generally distributed in the USA nor be published or distributed in any other country in which its publication or distribution would be contrary to the law.