IMMOFINANZ AG: Issuance of New Convertible Bond due 2018 Repurchase of outstanding Convertible Bonds due 2014 and due 2017

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1 Ad-hoc Announcement Vienna, 14 February 2011 THIS AD-HOC ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CON- STRUED AS AN OFFER OR AN INVITATION TO SELL, OR ISSUE OR THE SOLICI- TATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES. NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE RE- PUBLIC OF ITALY. NOT FOR DISTRIBUTION OR RELEASE, NEITHER DIRECTLY NOR INDIRECTLY, TO THE PUBLIC IN THE UNITED KINGDOM, BELGIUM OF FRANCE. IMMOFINANZ AG: Issuance of New Convertible Bond due 2018 Repurchase of outstanding Convertible Bonds due 2014 and due 2017 IMMOFINANZ AG (the Company ) intends to issue a new convertible bond due In parallel to the new issue a repurchase of the outstanding 2.75% convertible bonds due 2014 (ISIN XS ) ( CB 2014 ) and the 1.25% convertible bonds due 2017 (ISIN XS ) ( CB 2017 ) shall take place, to be financed out of the net proceeds of the new issue. Issuance of new convertible bonds (CB 2018) with subscription rights of the existing shareholders On 14 February 2011 the management board of the Company with the approval of the supervisory board resolved upon the issuance of up to convertible bonds due 2018 (ISIN XS ), bearing interest at a rate of at least 1% per annum, with conversion rights into initially up to no-par-value bearer shares of the Company (ISIN AT ) ("CB 2018 ). The maturity date of CB 2018 will be 8 March Each bondholder may at his option give notice and declare its bonds to be redeemed on 8 March 2016 in accordance with the terms and conditions of the CB 2018 (the Terms and Conditions ). The Company may redeem the CB 2018 after five years of issuance pursuant to the Terms and Conditions provided the share price of IMMOFINANZ AG during a certain period is equal to or exceeds 130 per cent. of the conversion price. The CB 2018 will be offered to existing shareholders of the Company for subscription by way of a non-public offer within the subscription period from and including 16 February 2011 to and including 2 March 2011.

2 On the basis of a subscription ratio of 23 : 3 the shareholders are entitled for every [23] existing shares to subscribe for three convertible bonds (CB 2018) at a subscription price (corresponding to the principal amount, the initial conversion price and the redemption price) of not more than EUR 5.50 per bond (CB 2018) and a coupon of at least 1%. The shareholders subscription rights are allocated according to the balance on the securities accounts as at the end of 15 February Each CB 2018 entitles initially to convert into one no-par-value share. No trading in subscription rights will be organised by the Company or by the Joint Bookrunners and such trading is not intended. The subscription invitation (Bezugsaufforderung) will be published in the Austrian Official Gazette (Amtsblatt zur Wiener Zeitung) on 16 February The subscription price per one CB 2018, which corresponds to the principal amount, the initial conversion price and the redemption price, as well as the interest rate of the CB 2018 (together the Terms ) have not been determined yet. It is envisaged that on 3 March 2011 the management board of the Company after having obtained the approval of the supervisory board will determine the final Terms of the CB 2018 after a book-building process for the placement of those CB 2018 for which no subscription right has been exercised (the Price Fixing Date ). Credit Suisse Securities (Europe) Limited is acting as Sole Global Coordinator and jointly with Deutsche Bank Aktiengesellschaft and UniCredit Bank Austria AG as Joint Bookrunner. The Joint Bookrunner have committed themselves to offer all bonds (CB 2018) which were not subscribed during the subscription invitation for purchase to institutional investors outside of the United States of America, Australia, Canada and Japan by way of a book building process. It is expected that the management board will publish the final Terms of the CB 2018 via electronic media in accordance with sec 48d Austrian Stock Exchange Act (BörseG) on the Price Fixing Date and presumably on 5 March 2011 in the Austrian Official Gazette (Amtsblatt zur Wiener Zeitung) in accordance with sec 174 para 2 Austrian Stock Corporation Act (Aktiengesetz). The bonds are expected to be delivered on 8 March 2011 (valuta). The terms of the bonds are determined by the Terms and Conditions which may be requested by each shareholder through its custodian from UniCredit Bank Austria AG stating an address for the delivery of the Terms and Conditions. The Terms and Conditions may be submitted only to shareholders of the Company entitled to subscription rights. In relation to the subscription offer of the CB 2018 to the shareholders of the Company only the terms and conditions of the subscription invitation and the Terms and Conditions are binding. Invitation to offer to sell CB 2014 and CB 2017 On 14 February 2011 the management board, with the approval of the supervisory board, passed the resolution that the Company invites bondholders of outstanding CB 2014 and CB 2017 to offer to sell their CB 2014 and/or CB 2017 for purchase by the Company in accordance with the terms and conditions of the tender invitation memorandum dated 15 February 2011 (the "Memorandum").

3 Offers to sell may be submitted by bondholders of CB 2014 and/or CB 2017 in the period from 15 February 2011 to 7 March 2011 at 16:00 hours CET. The results of the invitation to offer to sell will be announced on 7 March The settlement date will be 8 March 2011 (the Settlement Date ). Bondholders of CB 2014 and CB 2017 are requested to contact their custodians regarding the respective cut-off periods for the submission of offers to sell, which might end significantly earlier than the end of the invitation period. The Company will pay for accepted offers to sell a purchase price of EUR 99,750 for each CB 2014 in the principal amount of EUR 100,000 and of EUR 106,000 for each CB 2017 in the principal amount of EUR 100,000. In addition, the Company will pay pro rata accrued interest until (and excluding) the Settlement Date. Any acceptance of offers to sell by the Company is subject to the issuance of the CB The Company intends to use the net proceeds from this issuance to refinance the repurchase price for the CB 2014 and CB 2017 (excluding accrued interest) ("Maximum Repurchase Price"). Offers to sell by bondholders of CB 2014 and/or CB 2017 which have received allocations of CB 2018 in course of the private placement will receive preferential acceptance. If the bonds offered to sell exceed the Maximum Repurchase Price, the Company will accept offers to sell in the corresponding ratio. The invitation to offer to sell is exclusively made in accordance with the terms and conditions set out in the Memorandum. The Memorandum may be requested from Credit Suisse Securities (Europe) Limited, One Cabot Square, London E14 4QJ, United Kingdom, Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom and UniCredit Bank Austria AG, Schottengasse 6 8, 1010 Vienna, Austria, free of charge. Key data of the invitation to offer to sell CB 2014 and CB 2017 Issuer: IMMOFINANZ AG Convertible Bonds 2014: 2.75% Convertible Bonds due 20 January 2014 (ISIN XS ) Convertible Bonds 2017: 1.25% Convertible Bonds due 19 November 2017 (ISIN XS ) Purchase Price CB 2014 (per EUR EUR 99,750 (in addition accrued interest will be paid). 100,000 in principal amount): Purchase Price CB 2017 (per EUR EUR 106,000 (in addition accrued interest will be 100,000 in principal amount): paid). Maximum Repurchase Price: Net proceeds from the issuance of the new convertible bonds 2018 (excluding accrued interest). Preferred acceptance: Preferred acceptance of offers to sell from investors who received allocations in the course of the private placement of the new convertible bonds up to the Maximum Repurchase Price. Tender Period: 15 February 2011 to 07 March 2011, 16:00 hours CET Tender Result Announcement: 07 March 2011 Settlement Date: presumably 08 March 2011

4 Dealer Manager: Credit Suisse Securities (Europe) Limited, Tel: ; Deutsche Bank AG, London Branch, Tel: ; Tender Agent: Clearing Systems: UniCredit Bank Austria AG, Tel: ; Fax: ; Deutsche Bank AG, London Branch Euroclear, Clearstream Disclaimer THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER OR AN INVITATION TO SELL, OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY CONVERTIBLE BONDS OR ANY OTHER SECURITIES OF THE COMPANY. THE CONVERTIBLE BONDS WILL BE OFFERED TO EXISTING SHAREHOLDERS OF THE COMPANY FOR SUBSCRIP- TION IN THE COURSE OF A NON-PUBLIC SUBSCRIPTION OFFER. IN CONNEC- TION WITH THIS TRANSACTION THERE HAS NOT BEEN, NOR WILL THERE BE, ANY PUBLIC OFFERING OF THE CONVERTIBLE BONDS. NO PROSPECTUS WILL BE PREPARED IN CONNECTION WITH THE OFFERING OF THE CONVERTIBLE BONDS. THE CONVERTIBLE BONDS MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION IN CIRCUMSTANCES WHICH WOULD REQUIRE THE ISSUER OF THE CONVERTIBLE BONDS TO PREPARE OR REGISTER ANY PROSPECTUS OR OFFERING DOCUMENT RELATING TO THE CONVERTIBLE BONDS IN SUCH JURISDICTION. THIS ANNOUNCEMENT, THE MEMORANDUM, THE INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER ARE NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (IN- CLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"). THE INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OF- FER REFERENCED HEREIN ARE NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE OF THE MAILS, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES AND THE INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES. THIS ANNOUNCEMENT, THE MEMORANDUM, THE INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER DO NOT CONSTITUTE AN OFFER TO

5 SELL OR A SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN (INCLUDING THE CONVERTIBLE BONDS AND THE SHARES OF COMPANY) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ) OR THE LAWS OF ANY STATE WITHIN THE U.S., AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR, EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. THIS ANNOUNCE- MENT, THE MEMORANDUM, THE INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER AND THE INFORMATION CONTAINED HEREIN MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED STATES, OR IN ANY OTHER JU- RISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GEN- ERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE CONVERT- IBLE BONDS IS BEING MADE IN THE UNITED STATES. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, THE MEMORANDUM, THE INVITATION TO OFFER TO SELL AND THE SUBSCRIPTION OFFER ARE ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALL- ING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER ) AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PER- SONS ). THE CONVERTIBLE BONDS ARE ONLY AVAILABLE TO, AND ANY INVI- TATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH CONVERTIBLE BONDS WILL BE ENGAGED IN ONLY WITH, REL- EVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT, MEMORANDUM, INVITATION TO OFFER TO SELL, SUBSCRIPTION OFFER OR ANY OF ITS CONTENTS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER OR A PUBLIC INVITATION TO SELL, OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY CONVERTIBLE BONDS OR ANY OTHER SECURITIES OF THE COM- PANY IN ITALY, BELGUM (WITH THE EXCEPTION OF QUALIFIED INVESTORS ACTING ON THEIR OWN BEHALF), FRANCE (WITH THE EXCEPTION OF FINAN- CIAL SERVICE PROVIDERS, WHO RENDER INVESTMENT SERVICES IN CON- NECTION WITH PORTOFOLIOMANAGEMENT FOR THIRD PARTIES AS WELL AS QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) WITH THE EXCEPTION OF INDIVIDUALS, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR INVITA- TION TO SELL, OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT AND THE SUBSCRIPTION OFFER ARE NOT INTENDED FOR SHAREHOLDERS IN CANADA, AUSTRALIA OR JAPAN. THIS ANNOUNCE-

6 MENT, THE SUBSCRIPTION OFFER AS WELL AS ALL OTHER DOCUMENTS RE- LATING TO THE EXCERCISE OF SUBSCRIPTION RIGHTS MUST NEITHER BE SENT BY MAIL NOR BY ANY OTHER WAY TO CANADA, AUSTRALIA OR JAPAN. NEITHER THE CONVERTIBLE BONDS NOR ANY SUBSCRIPTION RIGHTS MUST BE SOLD TO PERSONS IN CANADA, AUSTRALIA OR JAPAN. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE CONVERTIBLE BONDS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS. FROM THE ANNOUNCEMENT OF THE FINAL TERMS OF THE CONVERTIBLE BONDS, CREDIT SUISSE SECURITIES (EUROPE) LIMITED MAY, TO THE EXTENT PERMITTED BY AND IN ACCORDANCE WITH APPLICABLE LAWS AND DIREC- TIVES, EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE CONVERTIBLE BONDS AND THE SHARES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. SUCH STABILISATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE SETTLE- MENT DATE AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE CON- VERTIBLE BONDS. IF COMMENCED, SUCH STABILISATION MAY LEAD TO A MARKET PRICE OF THE CONVERTIBLE BONDS OR THE SHARES WHICH MAY BE HIGHER THAN THE LEVEL THAT WOULD EXIST IF NO SUCH STABILISATION MEASURES WERE TAKEN AND MAY INDICATE TO THE MARKET A PRICE STA- BILITY WHICH WITHOUT SUCH STABILISING MIGHT NOT PREVAIL. HOWEVER, THERE IS NO OBLIGATION ON CREDIT SUISSE SECURITIES (EUROPE) LIMITED TO ENGAGE IN SUCH STABILISATION ACTIVITIES AND SUCH STABILISATION, IF COMMENCED (WHICH MAY NOT OCCUR BEFORE THE FINAL TERMS OF THE BONDS HAVE BEEN ANNOUNCED), MAY BE DISCONTINUED AT ANY TIME. For additional information contact: Investor Relations & Corporate Communications: IMMOFINANZ Group T +43 (0) Press Coordination: Hieronymus Tupay ACCEDO Austria GmbH T

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