DGAP-News

GSG GROUP S.A.: Combination of GSG GROUP with CPI creating a new major real estate listed player in Central Europe with an EPRA NAV of EUR 1.7 billion and a total balance sheet of EUR 4.1 billion - Seite 2

directly or indirectly held 94.02% of the shares and voting rights in
the Company. According to website of Materali, a.s. (www.materali.cz)
the Mandatory Offer was accepted for a total of 35,447,176 Company
shares (approximately 1.21 % of the share capital) as of the end of the
acceptance period of 21 August 2014, at 24:00hrs.

- Contribution of Czech Property Investments, a.s. ("CPI") to GSG GROUP:
Mr. Vítek proposed to the Board of Directors to join within the Company
his fully controlled Central European real estate activities located
within CPI. After approval by the Board of Directors, Mr. Vítek
contributed 100% of the shares of CPI to the Company in exchange of
2,466,902,565 newly issued Company shares on 16 and 17 June 2014.
Following this capital increase the shareholding interest of Mr. Vítek
in the Company increased to 94.02 %. The combination of CPI and the
Company has created a European real estate player with a well-balanced
and diversified portfolio, which includes a wide range of properties
located in the Czech Republic, Germany, Slovakia, Hungary, Poland and
Romania.

- Change in the Board of Directors and management: During the General
Meeting of shareholders of the Company held on 10 March 2014 the
following directors were removed: Jean-François Ott, Brad Taylor,
Nicolas Tommasini and Ales Vobruba and the following directors have
been appointed: Edward Hughes, Martin Nemecek, Jean-François Ott, Tomas
Salajka, Nicolas Tommasini and Radovan Vitek. Mr. Edward Hughes was
appointed Chairman of the Board of Directors. On 18 March 2014, the new
Board of Directors decided to implement further changes in the
management structure by terminating the executive contracts of
Jean-François Ott, Nicolas Tommasini and Brad Taylor, and agreeing to
comply with their termination packages. The Board has appointed Martin
Němeček as CEO and Managing Director, Edward Hughes as Chairman of the
Board, and TomáÅ  Salajka as Deputy CEO and Secretary of the Board of
Directors.

Jean-François Ott and Nicolas Tommasini resigned from the Board as of 27
March 2014. During the General Meeting of shareholders of the Company held
on 28 May 2014 the following directors have been appointed: Ian Cash,
Philippe Magistretti, and Oliver Schlink. Ian Cash resigned from the Board
as of 14 August 2014. As of the date of this report, the Board of
Directors of the Company is composed of the following members: Edward
Hughes, Philippe Magistretti, Martin Nemecek, Tomas Salajka, Oliver Schlink