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Cube Invest: Fairness Opinion by Hohlbein/Proschofsky Concerning the Acquisition Offer for conwert - Seite 2

which in our view translates into appreciation potential in the triple
digit millions. We would like to point out that Deutsche Wohnen made
approx. EUR 400 million in revaluations the year after they acquired
GSW for around EUR 1.8 billion. An analogy to the current situation at
conwert is recognizable.
4. Deutsche Wohnen has not gone into further detail concerning the
potential for synergies that can be realized together. By comparison, a
considerable number of employees were released in connection with the
acquisition of GSW. The personnel and material costs (excluding
one-time expenditures) decreased by more than EUR 20 million from EUR
112.1 million in 2013 (Total of GSW + Deutsche Wohnen) to EUR 90.5
million in 2014. In the event of the acquisition of conwert, we
estimate the savings potential based on peer group comparisons to be
between EUR 8.0 and EUR 13.5 million per year. This has by no means
been taken into consideration in Deutsche Wohnen's offer.
5. conwert's residential portfolio in Germany comprises 25,000 residential
units in prime locations and, for the most part, good quality. In the
current consolidation process on the German residential market, this
portfolio takes on significant strategic importance. No such premium
whatsoever is included.
6. The improved outlook for 2015 and 2016 that conwert published in its
2014 Annual Report is also not yet taken into consideration in Deutsche
Wohnen's offer.

The catalogue of strategic measures (reduction to focus on core regions,
reduction of its commercial portfolio, revision of its financing structure)
that conwert has now presented largely meets our demands and the work
program that we proposed as members of the Board of Directors when we
sought election back in May 2014 and have since been demanded by many
shareholders.

We also see further value potential in balance sheet recognition,
strengthening the management - also in Germany, the proper incentivizing of
its management and the transformation of conwert into a company with clear
and impeccable Corporate Governance structures. In this connection, we
appeal to the Chairwoman of the Board of Directors, Kerstin Gelbmann, to
respect the recent decision made by the Takeover Commission and to
immediately appoint us as legally elected members of the Board rather than
wasting more of the shareholders' money on pointless legal means.

We consider the conwert share to be worth at least EUR 13.50 per share in
its current condition and on a standalone basis. We also feel that Deutsche
Wohnen would be a good partner for conwert. Nevertheless, the price offered
of EUR 11.50 per share is definitely too low; therefore we are unable to
recommend that shareholders accept this offer. If the current work program
and the other measures we are demanding are carried out, there is really no
reason why the share price should not either match or exceed the prices of
peer group companies in accordance with EPRA NAV.

Investor and press contact:
Cube Invest GmbH
Alexander Proschofsky
[e-mail]
[phone]



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