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 3

Agreement in which both companies have stipulated their current
understanding in terms of the execution of the Takeover Offer and the
general support of the Takeover Offer by the Management Board of Fair Value
REIT-AG. The objective of the acquisition is to create a sizable player in
the German stock market-listed real estate sector with a stable rental
profile and to establish a leading holder of office, retail and logistics
properties in German secondary locations. Subject to a review of the offer
document including a final valuation analysis of the adequacy of the offer
consideration, the Management Board and the Supervisory Board of Fair Value
REIT-AG intend to support the Takeover Offer and to recommend to the Fair
Value REIT-AG shareholders to accept the Takeover Offer.

DEMIRE Deutsche Mittelstand Real Estate AG and Fair Value REIT-AG have also
agreed that Mr. Frank Schaich will remain a member of the Management Board
of Fair Value REIT-AG. DEMIRE Deutsche Mittelstand Real Estate AG and Fair
Value REIT-AG also plan to keep their respective corporate seats in
Frankfurt/Main and Munich. DEMIRE Deutsche Mittelstand Real Estate AG will
make their best effort not to jeopardise Fair Value REIT-AG's REIT status
as long as Fair Value REIT-AG is organised as a REIT according under its
Articles of Association. It is also intended to continue Fair Value
REIT-AG's current dividend policy.

TENDER COMMITMENT WITH MAJOR SHAREHOLDERS

Today, DEMIRE Deutsche Mittelstand Real Estate AG entered into Tender
Committments with Obotritia Beteiligungs GmbH, Försterweg Beteiligungs
GmbH, Jägersteig Beteiligungs GmbH and Kienzle Vermögensverwaltungs GmbH
(together referred to as the "Package Shareholders"), who own in total
approx. 23.21% of the shares and voting rights of Fair Value REIT-AG. In
this agreement, the Package Shareholders irrevocably undertake to tender
their Fair Value shares in connection with the Takeover Offer.
Simultaneously, the Package Shareholders have already declared their
withdrawal from their acceptance of the Takeover Offer pursuant to the
Tender Commitments if and to the extent that the number of Fair Value
shares tendered in connection with the Takeover Offer would lead to DEMIRE
Deutsche Mittelstand Real Estate AG holding more than 94.9% of the share
capital and voting rights of Fair Value REIT-AG.

Frankfurt/Main, 31 July 2015

DEMIRE Deutsche Mittelstand Real Estate AG

The Executive Board

Disclaimer

This announcement is neither an offer to exchange nor a solicitation of an