| Vienna, 03 November 2014 Notice according to section 93 para 2 Austrian Stock Exchange Act (BörseG) BUWOG AG: Change in stake of voting rights of IMMOFINANZ AG Based on the notification by IMMOFINANZ AG pursuant to section 91 et seq. Austrian Stock Exchange Act from 30 October 2014 BUWOG AG announces according to section 93 para 2 Austrian Stock Exchange Act that the interest of voting rights of IMMOFINANZ AG (together with controlled undertakings) in shares of BUWOG AG physically held by IMMOFINANZ AG has changed and as a result the reporting threshold of 40% with respect to shares held in accordance with section 91 Austrian Stock Exchange Act has been crossed. The increase of the interest of voting rights of IMMOFINANZ AG (together with controlled undertakings) results from the retransfer of shares of BUWOG AG to IMMOFINANZ AG, which previously have been transferred from IMMOFINANZ AG to the underwriting institutions in the course of securities lending agreements in connection with the exchangeable bonds issued by IMMOFINANZ AG due 2019 (ISIN XS1108672988). With respect to the relevant interest of voting rights of IMMOFINANZ AG in BUWOG AG (ISIN AT00BUWOG001), BUWOG AG announces in accordance with section 91 et seq. Austrian Stock Exchange Act as follows: 1. In connection with the EUR 375,000,000.00 1.5% bonds exchangeable into ordinary bearer shares of BUWOG AG due 2019 issued by IMMOFINANZ AG (ISIN XS1108672988, “bonds exchangeable") IMMOFINANZ AG has concluded global master securities lending agreements with the underwriting institutions BNP Paribas Arbitrage SNC, Morgan Stanley & Co. International plc and J.P. Morgan Securities plc, under which options for securities lending (“Options for Securities Lending") were granted to the respective institutions with regard to shares of BUWOG AG held by IMMOFINANZ AG (“Loan Shares"). From 5,440,719 shares of BUWOG AG previously transferred by IMMOFINANZ AG based on the Options for Securities Lending (corresponding to an interest of voting rights of approx. 5.46%), 2,237,187 Loan Shares (BUWOG-shares) were again returned to IMMOFINANZ AG under the securities lending transactions. The interest of voting rights attributable to the Loan Shares (BUWOG-shares) granted by IMMOFINANZ AG for the securities lending amounts to 3,203,532 shares / approx. 3.22%. 2. By transferring and returning Loan Shares (BUWOG-shares) the relevant interest of voting rights in BUWOG AG in total held by IMMOFINANZ AG (together with controlled undertakings) has not changed since transferred Loan Shares are attributed to the stake of voting rights of IMMOFINANZ AG until the termination of the securities lending pursuant to the retransfer claim of IMMOFINANZ AG (section 91a para 1 no 1 Austrian Stock Exchange Act). 3. Due to the exercise of conversion rights of convertible bonds of IMMOFINANZ AG due 2018 (ISIN XS0592528870), for which after the adjustment of the conversion rights in the course of the spin-off of BUWOG AG from IMMOFINANZ AG, upon conversion (also) a proportionate number of shares of BUWOG AG has to be granted, IMMOFINANZ AG granted 3,244 shares of BUWOG AG to convertible bond holders. As a result the relevant interest of voting rights of IMMOFINANZ AG (together with controlled undertakings) in currently issued physical shares of BUWOG AG has been reduced from 48,810,607 to 48,807,363 shares (still approx. 49%). This number includes (i) shares of BUWOG AG held by IMMOFINANZ AG (and its 100% subsidiary IMBEA IMMOEAST Beteiligungsverwaltung GmbH) (approx. 40.68%), (ii) the transferred Loan Shares (approx. 3.22%) and (iii) those shares of BUWOG AG which IMMOFINANZ AG is entitled and obliged to purchase in case of the repayment of financing transactions with IMMOFINANZ AG shares/BUWOG AG shares (approx. 5.10%). In addition the (potential) interest of voting rights in the convertible bond due 2019 of BUWOG AG (ISIN AT0000A17CA5) held by IMMOFINANZ AG is attributed to IMMOFINANZ AG for the purpose of reporting on shareholdings under stock exchange law. This (potential) interest of voting rights has been increased based on an adjustment of the conversion price due to dividend distribution by BUWOG AG and therefore the relevant attributable (potential) interest of voting rights currently comprises 14,380,530 shares / corresponding to approx. 14.44%. This interest of voting rights has to be determined in accordance with section 91a para 5 Austrian Stock Exchange Act on the basis of the current share capital of BUWOG AG without taking account of the capital increase for the issuance of conversion shares. 4. For the purpose of reporting on shareholdings under stock exchange law all listed interests of voting rights have to be counted up (section 91a para 7 Austrian Stock Exchange Act), which leads to a relevant interest of voting rights of IMMOFINANZ AG (together with controlled undertakings) of in total approx. 63.44% (section 91 at seq. Austrian Stock Exchange Act) (for the breakdown of the interest of voting rights according to sections 91, 92 Austrian Stock Exchange Act and section 91a Austrian Stock Exchange Act see below). Therefrom the interest of voting rights of IMMOFINANZ AG in the total amount of shares in BUWOG AG, which are currently issued (99,613,479 shares), amounts to approx. 49% (48,807,363 shares). 5. Loan Shares retransferred to IMMOFINANZ AG are no longer – like transferred Loan Shares – attributed to the interest of voting rights of IMMOFINANZ AG pursuant to section 91a para 1 no 1 Austrian Stock Exchange Act, but to those shares directly held (interest of voting rights pursuant to section 91 Austrian Stock Exchange Act). 2,237,187 Loan Shares were retransferred to IMMOFINANZ AG. The interest of voting rights of IMMOFINANZ AG (together with controlled undertakings) pursuant to section 91 Austrian Stock Exchange Act currently comprises 40,523,544 BUWOG AG shares / corresponding to approx. 40.68%. Hence, IMMOFINANZ AG crossed the relevant reporting threshold of 40% with respect to shares held in accordance with section 91 Austrian Stock Exchange Act. 6. The relevant interest of voting rights according to sections 91, 92 Austrian Stock Exchange Act and section 91a Austrian Stock Exchange Act is described below: a) Shareholder/Entity: IMMOFINANZ AG Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001) Exercise Period/Expiry Date: n.a./n.a. Number of Equivalent Shares (number of shares/%): 39,959,068 shares/approx. 40.11% b) Shareholder/Entity: IMMOFINANZ AG Shares/Type of Instrument: retransfer right with respect to the Loan Shares pursuant to the securities lending within the scope of the issuance of the bonds exchangeable (section 91a para 1 no 1 Austrian Stock Exchange Act) Exercise Period/Expiry Date: on the maturity date of the bonds exchangeable (11 September 2019) and on delivery dates for BUWOG AG shares in case of redemption of the bonds exchangeable by way of share delivery (share redemption). Number of Equivalent Shares (number of shares/%): 3,203,532 shares/approx. 3.22% c) Shareholder/Entity: IMBEA IMMOEAST Beteiligungsverwaltung GmbH (100% subsidiary of IMMOFINANZ AG) Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001) Exercise Period/Expiry Date: n.a./n.a. Number of Equivalent Shares (number of shares/%): 564,476 shares/approx. 0.57% d) Shareholder/Entity: IMMOFINANZ AG Shares/Types of Instrument: financing transaction with IMMOFINANZ AG shares/BUWOG AG shares combined with the right/obligation to purchase BUWOG AG shares (ISIN AT00BUWOG001) upon redemption of the financing transaction (sec 91a para 1 no 1 Austrian Stock Exchange Act). Exercise Period/Expiry Date: ongoing/25 March 2015 Number of Equivalent Shares (number of shares/%): 5,080,287 shares/approx. 5.10% e) Shareholder/Entity: IMMOFINANZ AG Shares/Types of Instrument: BUWOG AG convertible bond due 2019 (ISIN AT0000A17CA5) with conversion rights into ordinary shares of BUWOG AG (ISIN AT00BUWOG001) (sec 91a para 5 Austrian Stock Exchange Act) Exercise Period/Expiry Date: 28 January 2015 – 25 April 2019 /n.a. Number of Equivalent Shares (number of shares/%): 14,380,530 shares/approx. 14.44% | |
