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GAGFAH S.A.: Notice to the Holders of the 1.50% Convertible Bonds due 20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)

DGAP-News: GAGFAH S.A. / Key word(s): Bond
GAGFAH S.A.: Notice to the Holders of the 1.50% Convertible Bonds due
20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)

26.01.2015 / 15:41

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Convenience translation of the binding notice in the German language into
the English language

Notice
to the Holders of the
1.50% Convertible Bonds due 20 May 2019
issued by GAGFAH S.A.
(ISIN: DE000A1ZJD18, WKN: A1ZJD1)

GAGFAH S.A. (GAGFAH) hereby gives notice that a change of control (Change
of Control) pursuant to the terms and conditions (the Terms and Conditions)
of the 1.50% convertible bonds due 20 May 2019 (ISIN: DE000A1ZJD18, WKN:
A1ZJD1) issued by it (the Convertible Bonds) has occurred upon expiration
of 21 January 2015.

The Effective Date within the meaning of § 11(a)(i) of the Terms and
Conditions is 9 March 2015. The adjusted conversion price within the
meaning of § 11(c) of the Terms and Conditions is EUR 12.3057. GAGFAH
points out that one or more Change of Controls within the meaning of the
Terms and Conditions may occur until the Effective Date. In such event, no
further adjustments to the conversion price will be made.

On 26 January 2015, Deutsche Annington Immobilien SE announced that its
voluntary public takeover offer has been accepted for a total of
183,997,924 shares of GAGFAH. This corresponds to approximately 85.20 % of
the currently issued share capital and currently existing voting rights of
GAGFAH. Thereby, an Acceptance Event pursuant to § 11 (f) of the Terms and
Conditions has occurred.

Due to occurrence of the Change of Control, the holders of the Convertible
Bonds (the Bondholders) may either demand the early redemption of their
Convertible Bonds or exercise their conversion rights on the basis of the
adjusted conversion price.

In order to demand the early redemption of their Convertible Bonds,
Bondholders must declare some or all of their Convertible Bonds due by
giving not less than 10 calendar days' notice prior to 9 March 2015, as set
forth in the Terms and Conditions. In this event, the Convertible Bonds of
Bondholders, who have validly declared their Convertible Bonds due, will be
redeemed at their principal amount plus accrued interest on 9 March 2015.

In our notice dated 19 December 2014, we informed Bondholders who intended
to alternatively exercise their conversion right on the basis of the
adjusted conversion price that such Bondholders had to send a conversion