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 4

offer to exchange Fair Value shares. Moreover, this announcement is neither
an offer to purchase nor a solicitation to purchase any DEMIRE Deutsche
Mittelstand Real Estate AG shares. The final terms and further provisions
regarding the public Takeover Offer will be disclosed in the offer document
after the publication has been approved by the German Federal Financial
Supervisory Authority. DEMIRE Deutsche Mittelstand Real Estate AG reserves
the right to deviate in the final terms and conditions of the public
Takeover Offer from the basic information described herein. Investors and
holders of Fair Value shares are strongly recommended to read the offer
document and all other documents in connection with the Takeover Offer as
soon as they are published because they contain important information.

Subject to the exceptions described in the offer document, as well as any
exemptions that may be granted by the relevant regulators, a takeover offer
will not be made, neither directly nor indirectly, in any jurisdiction
where to do so would constitute a violation of the national laws of such
jurisdiction.

Shares of DEMIRE Deutsche Mittelstand Real Estate AG have not been nor will
they be registered under the U.S. Securities Act of 1933, as amended, or
with any securities regulatory authority of a state or any other
jurisdiction in the USA or any other foreign jurisdiction. Therefore,
subject to certain exceptions, DEMIRE Deutsche Mittelstand Real Estate AG
shares must not be offered or sold within the USA or any other jurisdiction
where to do so would constitute a violation of the national laws of such
jurisdiction. There will be no registration of the DEMIRE Deutsche
Mittelstand Real Estate AG shares mentioned in this announcement pursuant
to the relevant laws in the USA or any other foreign legal system.

To the extent this announcement contains forward-looking statements, also
with respect to the Takeover Offer, such statements do not represent facts
and are characterised by the words "will", "expect", "believe", "estimate",
"intend", "aim", "assume" or similar expressions. Such forward-looking
statements express the intentions, opinions or current expectations and
assumptions of DEMIRE Deutsche Mittelstand Real Estate AG and the persons
acting in concert with DEMIRE Deutsche Mittelstand Real Estate AG. Such
forward-looking statements are based on current plans, estimates and
forecasts which DEMIRE Deutsche Mittelstand Real Estate AG and the persons
acting in concert with DEMIRE Deutsche Mittelstand Real Estate AG have made
to the best of their knowledge, but which do not claim to be correct in the