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ADLER Real Estate AG: General Meeting clears path for acquisition of WESTGRUND AG

- Capital increase by payment in kind unanimously approved

- New shares set to be issued in exchange for WESTGRUND shares

- Move creates the fifth-largest listed residential real estate company in Germany by units

Hamburg, 29 April 2015. The Extraordinary General Meeting of ADLER Real Estate AG, Frankfurt/M., (ISIN DE0005008007) cleared the path for the takeover of WESTGRUND AG, Berlin. With an attendance of 52.53% of the share capital, the General Meeting which took place on 29 April 2015 approved the proposed capital increase by payment in kind with pre-emptive subscription rights disapplied unanimously, with no opposing vote and no abstentions. This allows WESTGRUND shareholders to take up the planned exchange offer, having previously secured over 50% of WESTGRUND shareholders an irrevocable undertaking to tender their shares. As a result, ADLER is expected to become the fifth-largest listed residential real estate company in Germany with over 51,000 residential units.

The company anticipates that German Financial Supervisory Authority (BaFin) will allow the publication of the Offer Document for the takeover bid on 30 April 2015. On this basis, WESTGRUND shareholders are set to be offered 0.565 ADLER new no-par value bearer shares, each with a notional interest in the share capital of ADLER of EUR 1.00, for every three WESTGRUND shares, plus an additional cash consideration of EUR 9.00. Based on the closing price of 13 February 2015 - the last trading day before the resolution on the takeover bid was announced - the offer would correspond to a price of approx. EUR 5.00 per WESTGRUND share. The financing of the cash component of the bid has also been secured, as a result of ADLER successfully placing a corporate bond with nominal value of EUR 300 million before Easter.

According to the resolution of the Extraordinary General Meeting, the current share capital as stated in the Articles of Association is to be increased by up to EUR 14.987 million on the basis of the corresponding issue of new ADLER shares from EUR 31.876 million to up to EUR 46.864 million. This depends on the acceptance ratio of the intended takeover bid. The new ADLER shares will carry the right to participate in the company's earnings from 1 January 2015. The takeover of WESTGRUND will significantly increase the exposure to the federal states of Lower Saxony, North Rhine-Westphalia, Berlin, Brandenburg and Saxony. The company's greater exposure to these key locations will give rise to economies of scale in regards to asset management and property management, and the larger group will generate synergies and savings as well as improved terms in regards to its capital market activities.

ADLER and WESTGRUND have adopted similar strategies in the past. Going forward, they are looking to continue pursuing the strategy of establishing a significant cash-flow positive residential real estate portfolio in Germany, with a particular focus on secondary and peripheral locations in German conurbations with high manufacturing and industrial activities. ADLER currently has 31,000 units and WESTGRUND has 18,000 units, in addition to 2,700 units which were secured by WESTGRUND at the end of 2014. Following the acquisition, ADLER will have a portfolio totalling over 51,000 residential properties in Germany. The combined balance sheet is expected to reach approx. EUR 2.4 billion with the expected market cap of the new group to reach over EUR 700 million. ADLER, which is currently listed on the Prime Standard of the Frankfurt stock exchange, is expected to be included in the SDAX small cap index there.

Important note:

This disclosure constitutes neither an offer to swap nor an invitation to submit an offer to swap shares of WESTGRUND Aktiengesellschaft. Furthermore, this disclosure constitutes neither an offer nor an invitation to purchase shares of ADLER Real Estate AG. The final conditions and further information relating to the public takeover offer will be included in the Offer Document; a publication which must be approved by the German Financial Supervisory Authority (BaFin) and which must subsequently be made available on the website of ADLER Real Estate AG.

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