S Immo: Summary considerations on the resolution proposed by IMMOFINANZ (.pdf)

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Summary considerations on the motion for a resolution of the EGM by

IMMOFINANCE

(June 16, 2021)

summary

  1. S IMMO has achieved solid performance over the past decade, supported by a sharp increase in real estate value and a positive development in the share price
    • 11.3% increase in EPRA NAV per CAGR share over the past 10 years (2010-2020), 15.7% CAGR over the past 5 years (2015-2020)
    • Above the marketshare price performance with a CAGR of 25.6% in the last 5 years before COVID1
  2. Today, S IMMO is well placed to accelerate its growth trajectory. A potential sale of its interests in CA IMMO and IMMOFINANZ (around € 549m2) will free up significant growth capital
    • Redeploy the capital proceeds from the sale of listed holdings to purchase income-generating real estate assets, develop the existing real estate portfolio in the suburbs of Berlin and execute the remaining development pipeline
      • In the In the short term, S IMMO will rotate assets from financial assets to higher yielding investment properties, i.e. by focusing on investments in CEE / SEE, stabilizing the hotel segment and by accelerating its own developments on existing land reserves
      • In the middle at in the long term, the repositioning of assets and the rationalization of asset classes will allow a balanced portfolio with rising rents and valuations, increasing the value of the land stock in Germany and crystallizing the rental potential in residential properties
  3. For the next EGM of June 24, 2021, IMMOFINANZ proposes the elimination of the maximum voting right – condition precedent to the current takeover offer of IMMOFINANZ announced on March 14, 2021 – accompanied by a modification of the articles of association (AoA) subject to the condition precedent of re-establishing the statutory maximum voting rights, if the offer does not become unconditionally binding
    • In the absence of an attractive public tender offer, the cancellation of the restriction on voting rights is contrary to the interests of the outstanding shareholders and therefore an assessment of the nature and attractiveness of the takeover bid by IMMOFINANZ is indicated.

Source: Company Information

1 February 21, 2020 (defined as the last date before the liquidation observed in European capital markets following the COVID-19 pandemic); 2 Valued at current market value as of June 14, 2021, and incl. mandatory value

2

convertible bonds held. Book value in Q1 2021 of € 536m

Executive summary (continued)

4 The Management Board and the Supervisory Board of S IMMO have assessed in detail the revised offer of € 22.25 ps from IMMINANZ (“Offer”) and conclude that:

  1. The Offer is insufficient from a financial point of view
    • The offer price is at a discount of 11.2% compared to the EPRA NAV Q1 2021 of € 25.051 and a 15.2% discount on the Revalued EPRA ANR of € 26.242
    • Offer price at a discount from the prevailing market prices pre-COVID (18.0% discount to S IMMO over 2 years high3 in March 2020)
    • Premiums on share prices refer to stock price levels heavily impacted by the COVID-19 pandemic and ignore positive market developments and news flow after increasing supply
    • Offer price with a discount of 5.6% compared to the book value of the S IMMO share in the Q1 2021 financial report of IMMINANZ
    • Several equity research analysts have publicly said the offer is inadequate4 or that they recommend to shareholders to do notaccept the offer5
    • A deficiency notice by JP Morgan and DCF analyzes supported by external evaluators further support the evaluation
  2. The terms of the Offer are inadequate and do not reflect market standards
    • IMMOFINANZ unilaterally distributes the significant transaction risks to the shareholders of S IMMO (in particular early cancellation of the maximum voting rights before the end of the acceptance period)
    • Timing imposed unilaterally by IMMOFINANZ does not fully meet the information needs of shareholders
    • The offer is not transparent in certain respects, in particular with regard to reference transactions in S IMMO by IMMOFINANZ
      CEO in the last 12 months before the announcement of the intention to launch the Offer for approximately 15% of the shares of S IMMO

Source: Company Information

1 Latest published EPRA net asset value (Q1 2021); 2 Latest published EPRA NAV (Q1 2021) of € 25.05 per share, adjusted for the announced result of a value analysis on 10-May-21 of the German and Austrian real estate portfolio of S IMMO as of 30-April-

3

21 carried out with the intervention of an independent external expert, revealing an expected increase in value of approximately € 85 million (€ 1.20 per share) for the buildings located in Germany and Austria at this date compared to Q1

2021; 3 2 years before COVID-19 (21-Feb-18 to 21-Feb-20);4 SRC Research (May 20, 2021); 5 Erste Group (May 21, 2021)

Executive summary (continued)

In conclusion, the price and structure of the Offer are inadequate and there is a significant margin for IMMOFINANZ to improve the Offer.

We therefore recommend that our shareholders:

  • Vote againstthe resolution of the IMMOFINANZ EGM to remove the maximum voting rights and againstany resolutions on the cancellation of the maximum voting right which are only made available after the registration date
  • Do not acceptthe IMMOFINANZ Offer

Source: Company Information

4

Constant ability of S IMMO management to improve

1 value reflected in the robust growth of EPRA NAV over the past decade

ANR EPRA per share (€)

10 YEAR CAGR: 11.3%

5 YEAR CAGR: 15.7%

3 YEAR CAGR: 11.3%

26.45

25.05

26.241

24.32

21.25

17.63

14.62

10.63

11.75

9.18

9.76

8.34

8.70

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

T1 21

Reassessed

EPRA NAV

Source: Company Information

1 Latest published EPRA NAV (Q1 2021) of € 1,777m, adjusted for the announced result of a value analysis on May 10, 21 of the German and Austrian real estate portfolio of S IMMO on April 30, 21 carried out with the participation of ‘a

5

independent external expert, revealing an expected increase in value of approximately € 85 million (€ 1.20 per share) for the buildings located in Germany and Austria at this date compared to Q1 2021

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Warning

S IMMO SA published this content on June 16, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 16 Jun 2021 06:09:01 PM UTC.

Public now 2021

All news from S IMMO AG
Sales 2021 190 million
230 million
230 million
Net income 2021 133 million
161 million
161 million
Net debt 2021 1,256 million
1,521 million
1,521 million
PER 2021 ratio 12.0x
Yield 2021 2.28%
Capitalization 1,571 million
1,904 million
1,903 million
VE / Sales 2021 14.9x
VE / Sales 2022 13.5x
Number of employees 555
Free float 54.4%

Duration:

Period:

S Immo AG Technical Analysis Chart |  MarketScreener

Trends in technical analysis S IMMO AG

Short term Mid Road Long term
Tendencies Bullish Bullish Bullish

Evolution of the income statement

Consensus

To sell
Buy

Average consensus HOLD
Number of analysts 6
Average price target

€ 21.60

Last closing price

€ 22.15

Highest Spread / Target 17.4%
Spread / Average target -2.48%
Spread / Lowest target -27.8%
Jan 1 Capitalization (M $)
S IMMO SA 30.60% 1,905



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