31/07/2015 | Ad-hoc Disclosure

DEMIRE Deutsche Mittelstand Real Estate AG announces voluntary public takeover offer for Fair Value REIT-AG

Ad hoc notification pursuant to Section 15 of the German Securities Trading Act

(published on 31 July 2015)

Fair Value REIT-AG

Leopoldstraße 244

80807 Munich

Germany

WKN: A0MW97

ISIN: DE000A0MW975

Munich, 31 July 2015. DEMIRE Deutsche Mittelstand Real Estate AG (“DEMIRE”) intends to launch a voluntary public takeover offer for all outstanding shares of Fair Value REIT-AG (“Fair Value”) and to offer two (2) shares in DEMIRE as consideration for one (1) share in Fair Value. Upon the successful consummation of the takeover offer, a real estate group with a portfolio of commercial real estate with a value of about EUR 1 billion will be created.

With regard to the intended takeover offer, Fair Value entered into a business combination agreement with DEMIRE setting forth the cornerstones of the transaction, the support of the transaction by Fair Value under certain conditions and the mutual understanding regarding the future business co-operation between Fair Value and DEMIRE. In the business combination agreement, DEMIRE has assumed the obligation to use its reasonable best efforts to procure that the REIT status of Fair Value is not endangered as a result of the takeover offer as long as Fair Value is organized as a REIT under its articles of association.

The chairman of Fair Value’s supervisory board, Mr. Rolf Elgeti, and the deputy chairman of Fair Value’s supervisory board, Dr. Oscar Kienzle, informed Fair Value that the subsidiaries of Obotritia Capital KGaA, of which Mr. Rolf Elgeti is the personally liable shareholder, and Kienzle Vermögensverwaltungs GmbH, which is attributable to Dr. Oscar Kienzle, contractually committed to accept the takeover offer for the Fair Value shares held by them (approx. 23.21%).

After reception of the offer document that will be published by DEMIRE, the management board and the supervisory board will provide a statement as to this offer pursuant to their statutory duties. Subject to the review of the offer document and the final review of the fairness of the exchange ratio, the management board and the supervisory board of Fair Value intend to support the intended takeover offer on the basis of the business combination agreement.

The Management Board

2015