DGAP-Adhoc

Exchange offer and capital increase in connection with the announced voluntary public takeover offer by DEMIRE Deutsche Mittelstand Real Estate AG for all outstanding shares in Fair Value REIT-AG - Seite 2

shareholders with an 11.00 percent premium compared to the valuation of
both companies based on the refined EPRA NAV per share (adjusted, diluted)
(status as of 27 July 2015).

DEMIRE Deutsche Mittelstand Real Estate AG's Takeover Offer will presumably
be made subject to, inter alia, a minimum acceptance ratio of 50.1% of the
outstanding Fair Value shares, the absence of material transactions,
material adverse effects, or material compliance violations, as well as the
registration of the implementation of the capital increase. Otherwise, the
Takeover Offer will be made in accordance with the terms and conditions set
out in the offer document to be approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin). Insofar as legally permissible, DEMIRE Deutsche Mittelstand Real
Estate AG reserves the right to deviate in the final terms and conditions
of the Takeover Offer from the basic information described herein.

The offer document will be published on the internet following clearance by
the German Federal Financial Supervisory Authority at: http://www.demire.ag
under the section "Investors Relations".

DETAILS ON THE EXECUTION OF THE TAKEOVER OFFER

The new DEMIRE Shares to be offered shall be created by way of a capital
increase in kind still to be resolved and excluding DEMIRE Deutsche
Mittelstand Real Estate AG shareholders subscription rights. For the
purpose of resolving the capital increase, DEMIRE Deutsche Mittelstand Real
Estate AG will convene an Extraordinary General Meeting at short notice,
presumably on 14 September 2015. At the Extraordinary General Meeting,
DEMIRE Deutsche Mittelstand Real Estate AG's share capital shall be
increased by up to EUR 30,761,646.00 against contribution in kind by
issuing up to 30,761,646 no-par value bearer shares each representing a pro
rata amount of the registered share capital of EUR 1.00 per share. DEMIRE
Deutsche Mittelstand Real Estate AG will appoint a trustee who will
subscribe to the new DEMIRE Shares for the benefit of the Fair Value
REIT-AG shareholders and transfer the new DEMIRE Shares to those Fair Value
REIT-AG shareholders that have tendered their Fair Value shares in
connection with the Takeover Offer.

BUSINESS COMBINATION AGREEMENT BETWEEN DEMIRE DEUTSCHE MITTELSTAND REAL
ESTATE AG AND FAIR VALUE REIT-AG

In relation to the Takeover Offer, DEMIRE Deutsche Mittelstand Real Estate
AG and Fair Value REIT-AG have today entered into a Business Combination