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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) - Seite 2

change of control will occur in the course of the implementation of the
Takeover Offer. The Bidder assumes in the Takeover Offer that a change of
control will occur upon expiration of the Acceptance Period.

Bondholders who demand the early redemption of their Convertible Bonds must
declare some or all of their Convertible Bonds due by giving notice not
less than 10 calendar days' prior to the effective date, 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 the effective
date.

Bondholders who alternatively elect to exercise their conversion right on
the basis of the adjusted conversion price must, by no later than 21
January 2015, 4 p.m. (Central European Time), send a conversion notice
specified to be a conditional conversion notice via their respective
custodian to the principal conversion agent (Citibank, N.A., Citigroup
Centre, Global Transaction Banking, Canada Square, Canary Wharf, London E14
5LB, England) and deliver the relevant Convertible Bonds to the principal
conversion agent, as set forth in more detail in the Terms and Conditions.
A form of such conversion notice can be obtained from the principal
conversion agent via the respective custodian of the Bondholders.

GAGFAH does not intend to exercise the cash alternative election set forth
in the Terms and Conditions. According to the Terms and Conditions, the
settlement shares must be credited to the Bondholders no later than on the
15th business day following the conversion date. GAGFAH intends to deliver
the settlement shares as soon as possible after valid exercise of the
conversion right in order to enable the Bondholders to accept the Takeover
Offer within the Additional Acceptance Period. However, GAGFAH assumes no
warranty or liability for the delivery of the settlement shares within the
Additional Acceptance Period.

Fractions of settlement shares will not be compensated in cash. The
settlement shares will be issued out of GAGFAH's authorised capital.

Luxembourg, 19 December 2014

GAGFAH S.A.



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19.12.2014 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: GAGFAH S.A.
2-4, rue Beck
1222 Luxemburg
Grand Duchy of Luxembourg
Phone: + 352 266 366 21
Fax: + 352 266 366 01
E-mail: [e-mail]
Internet: www.gagfah.com
ISIN: LU0269583422, LU0269583422
WKN: A0LBDT
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart


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